<PAGE>

                                                                    EXHIBIT 4.18

Note: Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as "***." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.

[LOGO]                                                      [CHINESE CHARACTERS]
[KCR]                                         Kowloon-Canton Railway Corporation
[CHINESE CHARACTERS]

                                                            [CHINESE CHARACTERS]
                                                               Property Division

                                                                  Tel : 26881787
                                                                  Fax : 26880215

Our Ref.: PPT/PDD/MOS/TWS/PCC/07/C1/7592

                                                                 29 October 2002

Chun Wo Construction & Engineering Co. Ltd            By Fax and To Be Collected
C2, 5/F., Hong Kong Spinners Industrial Building                Fax No.-27431004
601-603 Tai Nam West Street
Cheung Sha Wan
Kowloon

Attn: Clement Kwok

Dear Sirs,

                             KCRC Property Division
      Public Transport Interchange and Property Development Enabling Works
                              Construction Contract
                      Contract No. PCC-TWS, Tai Wai Station

                              LETTER OF ACCEPTANCE

        We are pleased to inform you that the Tender submitted by you on 9
August 2002, as modified by the Letter of Clarification dated 16 October 2002 (a
copy of which is attached with Attachments), with a Tender Total of
HK$289,005,938.77 (Hong Kong Dollars Two Hundred and Eighty Nine Million Five
Thousand Nine Hundred and Thirty Eight and Cents Seventy Seven), is hereby
accepted by the Corporation on terms and conditions specified therein and in the
Articles of Agreement.

2.      The provisions of this Letter of Acceptance and the Letter of
Clarification shall prevail over any provision contained in any other document
forming part of the Contract which is inconsistent with, or creates any
ambiguity with, this Letter of Acceptance and the attached Letter of
Clarification.

3.      The Date for Possession shall be 4 November 2002.

4.      For the purposes of the Contract, the Architect shall be Ronald Lu &
Partners (HK) Limited and the Quantity Surveyor shall be Davis Langdon & Seah
Hong Kong Limited.

5.      The Main Contractor's Bond shall be provided by Wing Lung Insurance
Company Limited and shall be in the form contained in Annex E to the Special
Conditions of Contract. The Main Contractor's Bond shall be procured and/or
provided by you and sent to us no later than 12 November 2002 in accordance with
Clause SC40(1)(a) of the Special Conditions of Contract.

[CHINESE CHARACTERS]
KCRC House, No. 9 Lok King Street, Fo Tan, Sha Tin, N.T., Hong Kong      [STAMP]

                                                                     Page 1 of 2

<PAGE>

6.      A Parent Company Guarantee and a Parent Company Undertaking to be issued
and/or granted by Chun Wo Holdings Limited, in the forms contained in Annexes F
and G respectively to the Special Conditions of Contract, shall be procured
and/or provided by you and sent to us no later than 12 November 2002 in
accordance with Clause SC40(1)(b) of the Special Conditions of Contract.

7.      Until the Articles of Agreement is executed, this Letter of Acceptance
together with your Tender submitted on 9 August 2002 and the Letter of
Clarification dated 16 October 2002 shall be legally binding on the parties
hereto.

8.      We should be grateful if you would acknowledge receipt of and confirm
your acceptance of all matters referred to in this Letter of Acceptance by
signing the attached duplicate copy of this letter and returning it to this
office on or before 30 October 2002.

Yours faithfully,


/s/ William Wan
-----------------------------------------
(William Wan)
General Manager, Property Development
For and on behalf of
Kowloon-Canton Railway Corporation

Enclosures: Letter of Clarification
Response Required: Yes
Due Date: 30 October 2002

WW/RY/MY/CLT/cho

Receipt acknowledged and terms agreed and accepted by


 /s/ Clement Kwok
-----------------------------------------
(Clement Kwok)
Managing Director
For and on behalf of
Chun Wo Construction & Engineering Company Limited

Date: [DATE STAMP]

                                                                     Page 2 of 2

<PAGE>

[LOGO]                                                      [CHINESE CHARACTERS]
[KCR]                                         Kowloon-Canton Railway Corporation
[CHINESE CHARACTERS]

                                                            [CHINESE CHARACTERS]
                                                               Property Division

Our Ref.: PPT/PDD/MOS/TWS/PCC/07/C0/7489

                                                                 16 October 2002

Chun Wo Construction & Engineering Co. Ltd            By Fax and To Be Collected
C2, 5/F., Hong Kong Spinners Industrial Building              Fax No. - 27431004
601-603 Tai Nam West Street
Cheung Sha Wan
Kowloon

Attn: Clement Kwok

Dear Sirs,

                             KCRC Property Division
      Public Transport Interchange and Property Development Enabling Works
                              Construction Contract
                      Contract No. PCC-TWS, Tai Wai Station
                             Letter of Clarification

        In the event that the Kowloon-Canton Railway Corporation ("the
Corporation") elects to accept the Tender submitted by you on 9 August 2002
based on the engineer's design of the works, the resulting contract (the
"Contract") shall consist of and be constituted by :-

   (a)  the Articles of Agreement upon execution by the parties;
   (b)  the Letter of Acceptance as issued by the Corporation (which will
        include this Letter of Clarification as an attachment subject always to
        the provision as stipulated in paragraph 17 below);
   (c)  the Form of Tender;
   (d)  the General Conditions of Contract with Appendix thereto and Special
        Conditions of Contract with Annexes thereto;
   (e)  the Specification (consisting of the Specification Preliminaries,
        General Specification and Particular Specification, and the Appendices
        attached to each part of the Specification);
   (f)  the Schedule of Rates; and
   (g)  the Contract Drawings,

all in the form contained in the Tender Documents issued to you on 25 June 2002,
as modified by Addenda Nos. 1 to 3 thereto and as further modified by the terms
of this Letter of Clarification.

2.      The Tender Total is HK$289,005,938.77 (Hong Kong Dollars Two Hundred and
Eighty Nine Million Five Thousand Nine Hundred and Thirty Eight and Cents
Seventy Seven).

3.      You confirm that the data as shown in the "Rate" column and the "$"
column, if any, of Attachment 1 shall be inserted into the corresponding items
in the Schedule of Rates in the Contract.

[CHINESE CHARACTERS]
KCRC House, No. 9 Lok King Street, Fo Tan, Sha Tin, N.T., Hong Kong      [STAMP]

                                                                     Page 1 of 4

<PAGE>

4.      You confirm that the pages no. SCC/40 and SCC/41 of the Special
Conditions of Contract shall be replaced in the Contract by the pages in
Attachment 2.

5.      You confirm that Annex B of the Special Conditions of Contract shall be
replaced in the Contract by that in Attachment 3.

6.      You confirm that pages no. SA/1, SA/4, SA/8+1, SA/28 and SA/34 of the
Specification - Preliminaries shall be replaced in the Contract by the pages in
Attachment 4.

7.      You confirm that Appendix I to the Architectural Section of the
Particular Specification will be completely removed from the Contract, with the
flysheet to Appendix I marked "Not Used".

8.      You confirm that the five drawings in Attachment 5 shall be appended to
Appendix G of the Architectural Section of the Particular Specification.

9.      You confirm that the drawings A/HD/01 to 03 of the Contract Drawings
shall be replaced by the drawings in Attachment 6.

10.     You confirm that you will commit the following key personnel on a full
time priority basis for the management and construction of works under the
Contract -

        Name                         Proposed Position
        ----                         -----------------
        Chan Kwan Sang, Tony         Project Leader
        Yip Cha Man, John            Project Manager/Contractor's Representative
        Shaw Christopher John        Engineering Manager
        Wan Siu Wai                  Quality Control Manager
        Chow Chun Lung, John         Civil Engineering Coordinator
        Ching Yat Cheung             Geotechnical Engineer
        Fung Kwok Yan, Mike          Construction Safety Manager
        Leung Siu Woo, Daniel        Contract/Commercial Manager
        Chu Wai Kwong, Eric          Planning Manager
        Lau Chi Fai, Raymond         Building Services Coordinator
        Kan Tat Ming                 Site Agent
        Ho Siu Hung, Michael         Project Quantity Surveyor
        Chan Chun Tak                Foreman (Piling)
        Lam Kwong Cheung             Foreman
        Lau Chi Keung, Tommy         Foreman
        Lee Kwok Wah                 Land Surveyor
        Chan Chun Fai, Jacky         Safety Officer
        Leung Ka Ming, Stephen       Quality Control Engineer

11.     You confirm that you will appoint one of the following consultants to be
the Independent Checking Engineer for the Contract -

        i.      Hyder Consulting Limited;
        ii.     Atkins China Limited;
        iii.    ESA Consulting Engineers Limited; or
        iv.     Victor Li & Associate Ltd.

                                                                         [STAMP]

                                                                     Page 2 of 4

<PAGE>

12.     You confirm that you will appoint Chun Wo E&M Engineering Ltd. as your
sub-contractor for the E&M works of the Contract.

13.     You confirm that the following Forms in Part C : Technical Evaluation
Documents you submitted are not binding on the Corporation and do not constitute
any amendments to the Contract requirements and specifications as stipulated in
the Tender Documents issued to you on 25 June 2002 as amended by Addenda Nos. 1
to 3 thereto -

        i.      Form T.5 - Proposed Use of Areas of the Site
        ii.     Form T.6 - Preliminary Method Statement
        iii.    Form T.8 - Preliminary Works Programme

14.     A number of matters included or referred to in this Letter of
Clarification and its Attachments amend various terms and provisions of certain
documents listed in paragraph 1 above. If there is any ambiguity or
discrepancy between this Letter of Clarification (and its Attachments) and the
documents listed in paragraph 1 above, the contents of this Letter of
Clarification (and its Attachments) shall prevail over any other document
forming part of the Contract if the Corporation elects to accept your Tender.
Save as set out in this Letter of Clarification and its Attachments, the
documents listed in paragraph 1 above shall remain (where applicable) in full
force and effect in accordance with their existing terms.

15.     You confirm that save to the extent that the same are referred to in
this Letter of Clarification or have otherwise been expressly incorporated into
the documents forming the Contract, all comments, conditions and qualifications,
whether made in writing or orally, included with or referred to in your Tender
or in any subsequent correspondence or meetings between any representatives of
the Corporation and your representatives, are hereby withdrawn and are of no
legal effect whatsoever. Nothing in your Tender which can in any way be
construed to be at variance with the terms and provisions of the documents
listed in paragraph 1 above (as modified by this Letter of Clarification) shall
form part of the Contract.

16.     You acknowledge that in sending to you this Letter of Clarification, the
Corporation is not bound to accept your Tender and that the Corporation, without
any liability to you, may award the Contract to any other tenderer who has
submitted a tender to the Corporation in respect of Contract No. PCC-TWS, Tai
Wai Station.

17.     Prior to the execution of the Articles of Agreement, and in accordance
with Clause 3 of the General Conditions of Contract and Clause SC5 of the
Special Conditions of Contract, the Corporation will prepare a set of conformed
Contract incorporating in the body of such Contract the amendments and
modifications identified in this Letter of Clarification and the Attachments
attached hereto. Where an Attachment can be completely incorporated into the
relevant sections of the Contract in a manner as described in this Letter of
Clarification, such Attachment will be omitted from the Letter of Clarification
with the note "Attachment [ ] has been incorporated in the Contract" marked on
the flysheet.

                                                                         [STAMP]

                                                                     Page 3 of 4

<PAGE>

18.     I should be grateful if you would re-confirm your above offered terms
and in addition, confirm your acceptance of all matters referred to in this
Letter of Clarification and Attachments hereto by signing the duplicate copy and
returning it to this office.

Yours faithfully,


 /s/ William Wan
-----------------------------------------
(William Wan)
General Manager, Property Development
For and on behalf of
Kowloon-Canton Railway Corporation

Enclosures: Attachments 1 to 6
Response Required: Yes
Due Date: 18 October 2002

WW/RY/MY/CLT/cho

We re-confirm our above offered terms and in addition, confirm our undertaking
and acceptance of all matters referred to in this Letter of Clarification and
its Attachments.


 /s/ Clement Kwok
-----------------------------------------
(Clement Kwok)
Managing Director
For and on behalf of
Chun Wo Construction & Engineering
Company Limited

Date: [DATE STAMP]

                                                                         [STAMP]

                                                                     Page 4 of 4

<PAGE>

                                  Attachment 1
                                       to
                             Letter of Clarification
                                       for
                      Contract No.PCC-TWS, Tai Wai Station


                (to Chun Wo Construction & Engineering Co. Ltd.)


                 (Note: Attachment 1 forms part of the Contract)

<PAGE>

                                  Attachment 2
                                       to
                             Letter of Clarification
                                       for
                      Contract No.PCC-TWS, Tai Wai Station


                (to Chun Wo Construction & Engineering Co. Ltd.)


                 (Note: Attachment 2 forms part of the Contract)

<PAGE>

                                  Attachment 3
                                       to
                             Letter of Clarification
                                       for
                      Contract No.PCC-TWS, Tai Wai Station


                (to Chun Wo Construction & Engineering Co. Ltd.)


                 (Note: Attachment 3 forms part of the Contract)

<PAGE>

                                  Attachment 4
                                       to
                             Letter of Clarification
                                       for
                      Contract No.PCC-TWS, Tai Wai Station


                (to Chun Wo Construction & Engineering Co. Ltd.)


                 (Note: Attachment 4 forms part of the Contract)

<PAGE>

                                  Attachment 5
                                       to
                             Letter of Clarification
                                       for
                      Contract No.PCC-TWS, Tai Wai Station


                (to Chun Wo Construction & Engineering Co. Ltd.)


                 (Note: Attachment 5 forms part of the Contract)

<PAGE>

                                  Attachment 6
                                       to
                             Letter of Clarification
                                       for
                      Contract No.PCC-TWS, Tai Wai Station


                (to Chun Wo Construction & Engineering Co. Ltd.)


                 (Note: Attachment 6 forms part of the Contract)

<PAGE>

                                 FORM OF TENDER

                                        2

<PAGE>

                                                   CHUN WO CONST. & ENG. CO. LTD
                                                   Tenderer ____________

                       KOWLOON-CANTON RAILWAY CORPORATION

                                PROPERTY DIVISION

                                 FORM OF TENDER

                                                                Date 09 Aug 2002

To: General Manager, Property Development
    Kowloon-Canton Railway Corporation
    Ground Floor, KCRC House,
    No.9 Lok King Street,
    Fo Tan, New Territories,
    Hong Kong.

                                                                         [STAMP]

Dear Sirs,

              Contract No.PCC-TWS, Tai Wai Station, Ma On Shan Rail
              Public Transport Interchange and Property Development
                      Enabling Works Construction Contract

1.      Having inspected the Site and examined the Conditions of Contract,
        Specification and Contract Drawings, any addenda and all other
        information issued by the Corporation in respect of the execution of the
        Works under the above-mentioned contract, we hereby offer to execute,
        complete and maintain the Works all in accordance with the said
        Conditions of Contract, Specification and Contract Drawings, and the
        said addenda for the sum of Hong Kong Dollars Two Hundred Eighty Nine
        Million and Five Thousand Nine Hundred Thirty Eight and Cents Seventy
        Seven Only (HK$ 289,005,938.77) or such sum as may be ascertained in
        accordance with the said Conditions.

2.      We confirm that, at the date thereof, we are not aware of any
        requirement contained in the documents referred to in Paragraph 1 above
        with which it is physically impossible to comply, save to the extent
        disclosed in the Tender.

3.      We undertake, if our Tender is accepted, to commence the Works within
        seven (7) days of receipt of the Architect's Instruction, and to
        complete and deliver the Works and any Sections thereof comprised in the
        Contract by the relevant Date for Completion stated in the Appendix to
        the Conditions of Contract.

4.      We undertake

        (a)     to keep this Tender open for acceptance without unilaterally
                varying or amending its terms for a period of twenty-six (26)
                weeks from the Tender Closing Date set out in the Letter of
                Invitation to Tender, or such later date as may be agreed in
                writing by the Corporation;

        (b)     if this Tender is accepted, to provide security for the due
                performance of the Contract as stipulated in the Conditions of
                Contract; and
                                                                         [STAMP]

                                  FOT/1 of 2                Contract No. PCC-TWS

<PAGE>

                                                   CHUN WO CONST. & ENG. CO. LTD
                                                   Tenderer ______________

        (c)     to hold in confidence all documents and information whether
                technical or commercial supplied to us at any time by or on
                behalf of the Corporation in connection with this Tender or the
                Works and, without your written authority or as otherwise
                required by law, not to publish or otherwise disclose the same.

5.      Unless and until a formal agreement is prepared and executed, this
        Tender together with your written acceptance thereof shall constitute a
        binding contract between us.

6.      We understand that you are not bound to accept the lowest or any tender
        you may receive.

7.      This Tender shall be governed by and construed in all respects according
        to the laws for the time being in force in the Special Administrative
        Region of Hong Kong.

Yours faithfully,

<TABLE>
<S>                                                    <C>
                                                       For and on behalf of
                                                       CHUN WO CONST. & ENG. CO., LTD.


Signature   /s/ Clement Y.C. Kwok                      Signature   /s/ John H.K. Le
          ----------------------------------                     ----------------------------------
Name        Clement Y.C. Kwok                          Name        John H.K. Le
            Managing Director                          Occupation  Estimating Manager
For and on behalf of CHUN WO CONST. & ENG. CO., LTD.
Address  C2, 5/F., H.K. SPINNERS IND. BLDG.            Address  C2, 5/F., H.K. SPINNERS IND. BLDG.
         601-603 TAI NAN WEST STREET,                           601-603 TAI NAN WEST STREET,
         CHEUNG SHA WAN  KOWLOON                                CHEUNG SHA WAN  KOWLOON

                                                       Date     [DATE STAMP]


                                                       Witnessed by

Signature                                              Signature
          ----------------------------------                     ----------------------------------
Name _______________________________________           Name _______________________________________
For and on behalf of _______________________           Occupation _________________________________
Address ____________________________________           Address ____________________________________
____________________________________________           ____________________________________________
____________________________________________           ____________________________________________
                                                       Date _______________________________________
</TABLE>

*Notes:

If the Tenderer comprises a partnership, consortium, joint venture or other
teaming arrangement:-

(a)     the provisions marked with an asterisk are to be retained subject to
        deletion of the brackets and inapplicable descriptions (i.e.
        partnership, consortium, joint venture), and insertion of the Tenderer's
        proposed teaming arrangement in the blank space or deletion of blank
        space as appropriate;

(b)     the liability of each member under the Tender, and under any contract
        formed upon its acceptance, will be joint and several; and

(c)     a representative of each member must sign the Form of Tender.

                                                                         [STAMP]

                                  FOT/2 of 2                Contract No. PCC-TWS

<PAGE>

                                    LETTER OF
                                  CLARIFICATION

<PAGE>

[LOGO]                                                      [CHINESE CHARACTERS]
[KCR]                                         Kowloon-Canton Railway Corporation
[CHINESE CHARACTERS]

                                                            [CHINESE CHARACTERS]
                                                               Property Division

Our Ref.: PPT/PDD/MOS/TWS/PCC/07/C0/7489

                                                               16 October 2002

Chun Wo Construction & Engineering Co. Ltd            By Fax and To Be Collected
C2,5/F.,Hong Kong Spinners Industrial Building                  Fax No.-27431004
601-603 Tai Nam West Street
Cheung Sha Wan
Kowloon

Attn: Clement Kwok

Dear Sirs,

                             KCRC Property Division
      Public Transport Interchange and Property Development Enabling Works
                              Construction Contract
                      Contract No.PCC-TWS, Tai Wai Station
                             Letter of Clarification

        In the event that the Kowloon-Canton Railway Corporation ("the
Corporation") elects to accept the Tender submitted by you on 9 August 2002
based on the engineer's design of the works, the resulting contract (the
"Contract") shall consist of and be constituted by:-

   (a)  the Articles of Agreement upon execution by the parties;

   (b)  the Letter of Acceptance as issued by the Corporation (which will
        include this Letter of Clarification as an attachment subject always to
        the provision as stipulated in paragraph 17 below);

   (c)  the Form of Tender;

   (d)  the General Conditions of Contract with Appendix thereto and Special
        Conditions of Contract with Annexes thereto;

   (e)  the Specification (consisting of the Specification Preliminaries,
        General Specification and Particular Specification, and the Appendices
        attached to each part of the Specification);

   (f)  the Schedule of Rates; and

   (g)  the Contract Drawings,

all in the form contained in the Tender Documents issued to you on 25 June 2002,
as modified by Addenda Nos. 1 to 3 thereto and as further modified by the terms
of this Letter of Clarification.

2.      The Tender Total is HK$289,005,938.77 (Hong Kong Dollars Two Hundred and
Eighty Nine Million Five Thousand Nine Hundred and Thirty Eight and Cents
Seventy Seven).

3.      You confirm that the data as shown in the "Rate" column and the "$"
column, if any, of Attachment 1 shall be inserted into the corresponding items
in the Schedule of Rates in the Contract.

[CHINESE CHARACTERS]                                                     [STAMP]

                                                                     Page 1 of 4

<PAGE>

4.      You confirm that the pages no. SCC/40 and SCC/41 of the Special
Conditions of Contract shall be replaced in the Contract by the pages in
Attachment 2.

5.      You confirm that Annex B of the Special Conditions of Contract shall be
replaced in the Contract by that in Attachment 3.

6.      You confirm that pages no. SA/1, SA/4, SA/8+1, SA/28 and SA/34 of the
Specification - Preliminaries shall be replaced in the Contract by the pages in
Attachment 4.

7.      You confirm that Appendix I to the Architectural Section of the
Particular Specification will be completely removed from the Contract, with the
flysheet to Appendix I marked "Not Used".

8.      You confirm that the five drawings in Attachment 5 shall be appended to
Appendix G of the Architectural Section of the Particular Specification.

9.      You confirm that the drawings A/HD/01 to 03 of the Contract Drawings
shall be replaced by the drawings in Attachment 6.

10.     You confirm that you will commit the following key personnel on a full
time priority basis for the management and construction of works under the
Contract -

        Name                         Proposed Position
        ----                         -----------------
        Chan Kwan Sang, Tony         Project Leader
        Yip Cha Man, John            Project Manager/Contractor's Representative
        Shaw Christopher John        Engineering Manager
        Wan Siu Wai                  Quality Control Manager
        Chow Chun Lung, John         Civil Engineering Coordinator
        Ching Yat Cheung             Geotechnical Engineer
        Fung Kwok Yan, Mike          Construction Safety Manager
        Leung Siu Woo, Daniel        Contract/Commercial Manager
        Chu Wai Kwong, Eric          Planning Manager
        Lau Chi Fai, Raymond         Building Services Coordinator
        Kan Tat Ming                 Site Agent
        Ho Siu Hung, Michael         Project Quantity Surveyor
        Chan Chun Tak                Foreman (Piling)
        Lam Kwong Cheung             Foreman
        Lau Chi Keung, Tommy         Foreman
        Lee Kwok Wah                 Land Surveyor
        Chan Chun Fai, Jacky         Safety Officer
        Leung Ka Ming, Stephen       Quality Control Engineer

11.     You confirm that you will appoint one of the following consultants to be
the Independent Checking Engineer for the Contract -

        i.      Hyder Consulting Limited;
        ii.     Atkins China Limited;
        iii.    ESA Consulting Engineers Limited; or
        iv.     Victor Li & Associate Ltd.

                                                                      Page 2of 4

<PAGE>

12.     You confirm that you will appoint Chun Wo E&M Engineering Ltd. as your
sub-contractor for the E&M works of the Contract.

13.     You confirm that the following Forms in Part C : Technical Evaluation
Documents you submitted are not binding on the Corporation and do not constitute
any amendments to the Contract requirements and specifications as stipulated in
the Tender Documents issued to you on 25 June 2002 as amended by Addenda Nos. 1
to 3 thereto -

        i.      Form T.5-Proposed Use of Areas of the Site
        ii.     Form T.6-Preliminary Method Statement
        iii.    Form T.8-Preliminary Works Programme

14.     A number of matters included or referred to in this Letter of
Clarification and its Attachments amend various terms and provisions of certain
documents listed in paragraph 1 above. If there is any ambiguity or discrepancy
between this Letter of Clarification (and its Attachments) and the documents
listed in paragraph 1 above, the contents of this Letter of Clarification (and
its Attachments) shall prevail over any other document forming part of the
Contract if the Corporation elects to accept your Tender. Save as set out in
this Letter of Clarification and its Attachments, the documents listed in
paragraph 1 above shall remain (where applicable) in full force and effect in
accordance with their existing terms.

15.     You confirm that save to the extent that the same are referred to in
this Letter of Clarification or have otherwise been expressly incorporated into
the documents forming the Contract, all comments, conditions and qualifications,
whether made in writing or orally, included with or referred to in your Tender
or in any subsequent correspondence or meetings between any representatives of
the Corporation and your representatives, are hereby withdrawn and are of no
legal effect whatsoever. Nothing in your Tender which can in any way be
construed to be at variance with the terms and provisions of the documents
listed in paragraph 1 above (as modified by this Letter of Clarification) shall
form part of the Contract.

16.     You acknowledge that in sending to you this Letter of Clarification, the
Corporation is not bound to accept your Tender and that the Corporation, without
any liability to you, may award the Contract to any other tenderer who has
submitted a tender to the Corporation in respect of Contract No. PCC-TWS, Tai
Wai Station.

17.     Prior to the execution of the Articles of Agreement, and in accordance
with Clause 3 of the General Conditions of Contract and Clause SC5 of the
Special Conditions of Contract, the Corporation will prepare a set of conformed
Contract incorporating in the body of such Contract the amendments and
modifications identified in his Letter of Clarification and the Attachments
attached hereto. Where an Attachment can be completely incorporated into the
relevant sections of the Contract in a manner as described in this Letter of
Clarification, such Attachment will be omitted from the Letter of
Clarification with the note "Attachment [ ] has been incorporated in the
Contract" marked on the flysheet.

                                                                         [STAMP]

                                                                     Page 3 of 4

<PAGE>

18.     I should be grateful if you would re-confirm your above offered terms
and in addition, confirm your acceptance of all matters referred to in this
Letter of Clarification and Attachments hereto by signing the duplicate copy and
returning it to this office.

Yours faithfully,


 /s/ William Wan
----------------------------------------
(William Wan)
General Manager, Property Development
For and on behalf of
Kowloon-Canton Railway Corporation


Enclosures: Attachments 1 to 6
Response Required: Yes
Due Date: 18 October 2002

WW/RY/MY/CLT/cho

We re-confirm our above offered terms and in addition, confirm our undertaking
and acceptance of all matters referred to in this Letter of Clarification and
its Attachments.


 /s/ Clement Kwok
----------------------------------------
(Clement Kwok)
Managing Director
For and on behalf of
Chun Wo Construction & Engineering
Company Limited

Date: [DATE STAMP]

                                                                         [STAMP]

                                                                     Page 4 of 4

<PAGE>

                                  Attachment 1
                                       to
                             Letter of Clarification
                                       for
                      Contract No. PCC-TWS, Tai Wai Station


                (to Chun Wo Construction & Engineering Co. Ltd.)

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S1/1/A                          ITEM        ***
S1/2/A                          ITEM        ***
S1/2/B                          ITEM        ***
S1/3/A                          ITEM        ***
S1/3/B                          ITEM        ***
S1/3/C                          ITEM        ***
S1/3/D                          ITEM        ***
S1/4/A                          ITEM        ***
S1/4/B                          ITEM        ***
S1/4/C                          ITEM        ***
S1/4/D                          ITEM        ***
S1/4/E                          ITEM        ***
S1/5/A                          ITEM        ***
S1/5/B                          ITEM        ***
S1/5/C                          ITEM        ***
S1/5/D                          ITEM        ***
S1/5/E                          ITEM        ***
S1/5/F                          ITEM        ***
S1/5/G                          ITEM        ***
S1/5/H                          ITEM        ***
S1/5/I                          ITEM        ***
S1/5/J                          ITEM        ***
S1/5/K                          ITEM        ***
S1/5/L                          ITEM        ***
S1/5/M                          ITEM        ***
S1/5/N                          ITEM        ***
S1/5/O                          ITEM        ***
S1/5/P                          ITEM        ***
S1/5/Q                          ITEM        ***
S1/6/A                          ITEM        ***
S1/6/B                          ITEM        ***
S1/6/C                          ITEM        ***
S1/6/D                          ITEM        ***
S1/6/E                          ITEM        ***
S1/6/F                          ITEM        ***
S1/6/G                          ITEM        ***
S1/6/H                          ITEM        ***
S1/6/I                          ITEM        ***
S1/6/J                          ITEM        ***
S1/6/K                          ITEM        ***
S1/6/L                          ITEM        ***
S1/6/M                          ITEM        ***
S1/6/N                          ITEM        ***
S1/6/O                          ITEM        ***
S1/6/P                          ITEM        ***
S1/6/Q                          ITEM        ***
S1/6/R                          ITEM        ***
S1/6/S                          ITEM        ***
S1/6/T                          ITEM        ***
S1/6/U                          ITEM        ***
S1/7/A                          ITEM        ***
S1/7/B                          ITEM        ***
S1/7/C                          ITEM        ***
S1/7/D                          ITEM        ***
S1/7/E                          ITEM        ***
S1/7/F                          ITEM        ***
S1/7/G                          ITEM        ***
S1/7/H                          ITEM        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S1/7/I                          ITEM        ***
S1/7/J                          ITEM        ***
S1/7/K                          ITEM        ***
S1/7/L                          ITEM        ***
S1/7/M                          ITEM        ***
S1/7/N                          ITEM        ***
S1/7/O                          ITEM        ***
S1/7/P                          ITEM        ***
S1/7/Q                          ITEM        ***
S1/7/R                          ITEM        ***
S1/7/S                          ITEM        ***
S1/7/T                          ITEM        ***
S1/7/U                          ITEM        ***
S1/7/V                          ITEM        ***
S1/7/W                          ITEM        ***
S1/7/X                          ITEM        ***
S1/7/Y                          ITEM        ***
S1/7/Z                          ITEM        ***
S1/8/A                          ITEM        ***
S1/8/B                          ITEM        ***
S1/8/C                          ITEM        ***
S1/8/D                          ITEM        ***
S1/8/E                          ITEM        ***
S1/8/F                          ITEM        ***
S1/8/G                          ITEM        ***
S1/8/H                          ITEM        ***
S1/8/I                          ITEM        ***
S1/8/J                          ITEM        ***
S1/8/K                          ITEM        ***
S1/8/L                          ITEM        ***
S1/8/M                          ITEM        ***
S1/8/N                          ITEM        ***
S1/8/O                          ITEM        ***
S1/8/P                          ITEM        ***
S1/8/Q                          ITEM        ***
S1/8/R                          ITEM        ***
S1/8/S                          ITEM        ***
S1/9/A                          ITEM        ***
S1/9/B                          ITEM        ***
S1/9/C                          ITEM        ***
S1/9/D                          ITEM        ***
S1/9/E                          ITEM        ***
S1/9/F                          ITEM        ***
S1/9/G                          ITEM        ***
S1/9/H                          ITEM        ***
S1/9/I                          ITEM        ***
S1/9/J                          ITEM        ***
S1/9/K                          ITEM        ***
S1/9/L                          ITEM        ***
S1/9/M                          ITEM        ***
S1/9/N                          ITEM        ***
S1/9/O                          ITEM        ***
S1/9/P                          ITEM        ***
S1/9/Q                          ITEM        ***
S1/9/R                          ITEM        ***
S1/9/S                          ITEM        ***
S1/9/T                          ITEM        ***
S1/10/A                         ITEM        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S1/10/B                         ITEM        ***
S1/10/C                         ITEM        ***
S1/10/D                         ITEM        ***
S1/10/E                         ITEM        ***
S1/10/F                         ITEM        ***
S1/10/G                         ITEM        ***
S1/10/H                         ITEM        ***
S1/10/I                         ITEM        ***
S1/10/J                         ITEM        ***
S1/10/K                         ITEM        ***
S1/10/L                         ITEM        ***
S1/10/M                         ITEM        ***
S1/10/N                         ITEM        ***
S1/10/O                         ITEM        ***
S1/10/P                         ITEM        ***
S1/10/Q                         ITEM        ***
S1/10/R                         ITEM        ***
S1/10/S                         ITEM        ***
S1/10/T                         ITEM        ***
S1/10/U                         ITEM        ***
S1/10/V                         ITEM        ***
S1/10/W                         ITEM        ***
S1/10/X                         ITEM        ***
S1/10/Y                         ITEM        ***
S1/11/A                         ITEM        ***
S1/11/B                         ITEM        ***
S1/11/C                         ITEM        ***
S1/11/D                         ITEM        ***
S1/11/E                         ITEM        ***
S1/11/F                         ITEM        ***
S1/11/G                         ITEM        ***
S1/11/H                         ITEM        ***
S1/11/I                         ITEM        ***
S1/11/J                         ITEM        ***
S1/11/K                         ITEM        ***
S1/11/L                         ITEM        ***
S1/11/M                         ITEM        ***
S1/11/N                         ITEM        ***
S1/11/O                         ITEM        ***
S1/11/P                         ITEM        ***
S1/11/Q                         ITEM        ***
S1/11/R                         ITEM        ***
S1/11/S                         ITEM        ***
S1/11/T                         ITEM        ***
S1/11/U                         ITEM        ***
S1/11/V                         ITEM        ***
S1/12/A                         ITEM        ***
S1/12/B                         ITEM        ***
S1/12/C                         ITEM        ***
S1/12/D                         ITEM        ***
S1/12/E                         ITEM        ***
S1/12/F                         ITEM        ***
S1/12/G                         ITEM        ***
S1/12/H                         ITEM        ***
S1/12/I                         ITEM        ***
S1/12/J                         ITEM        ***
S1/12/K                         ITEM        ***
S1/12/L                         ITEM        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S1/12/M                         ITEM        ***
S1/12/N                         ITEM        ***
S1/12/O                         ITEM        ***
S1/12/P                         ITEM        ***
S1/12/Q                         ITEM        ***
S1/12/R                         ITEM        ***
S1/12/S                         ITEM        ***
S1/12/T                         ITEM        ***
S1/12/U                         ITEM        ***
S1/12/V                         ITEM        ***
S1/12/W                         ITEM        ***
S1/13/A                         ITEM        ***
S1/13/B                         ITEM        ***
S1/13/C                         ITEM        ***
S1/13/D                         ITEM        ***
S1/13/E                         ITEM        ***
S1/13/F                         ITEM        ***
S1/13/G                         ITEM        ***
S1/13/H                         ITEM        ***
S1/13/I                         ITEM        ***
S1/13/J                         ITEM        ***
S1/13/K                         ITEM        ***
S1/13/L                         ITEM        ***
S1/13/M                         ITEM        ***
S1/13/N                         ITEM        ***
S1/13/O                         ITEM        ***
S1/13/P                         ITEM        ***
S1/13/Q                         ITEM        ***
S1/14/A                         ITEM        ***
                                                       -----
                          To Summary of Tender          ***
                                                       -----

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S2.1/1/A                        ITEM        ***
S2.1/1/B                        RUN         ***
S2.1/1/C                        RUN         ***
S2.1/1/D                        RUN         ***
S2.1/1/E                        RUN         ***
S2.1/1/F                        ITEM        ***
S2.1/2/A                        ITEM        ***
S2.1/2/B                        RUN         ***
S2.1/2/C                        RUN         ***
S2.1/2/D                        RUN         ***
S2.1/2/E                        RUN         ***
S2.1/2/F                        RUN         ***
S2.1/2/G                        RUN         ***
S2.1/2/H                        RUN         ***
S2.1/3/A                        RUN         ***
S2.1/3/B                        RUN         ***
S2.1/3/C                        RUN         ***
S2.1/3/D                        RUN         ***
S2.1/3/E                        RUN         ***
S2.1/3/F                        RUN         ***
S2.1/3/G                        RUN         ***
S2.1/3/H                        RUN         ***
S2.1/3/I                        RUN         ***
S2.1/3/J                        RUN         ***
S2.1/3/K                        RUN         ***
S2.1/3/L                        RUN         ***
S2.1/3/M                        RUN         ***
S2.1/3/N                        NO.         ***
S2.1/4/A                        NO.         ***
S2.1/4/B                        NO.         ***
S2.1/4/C                        NO.         ***
S2.1/4/D                        RUN         ***
S2.1/4/E                        RUN         ***
S2.1/4/F                        RUN         ***
S2.1/4/G                        RUN         ***
S2.1/4/H                        NO.         ***
S2.1/4/I                        NO.         ***
S2.1/4/J                        NO.         ***
S2.1/4/K                        NO.         ***
S2.1/4/L                         KG         ***
S2.1/4/M                         KG         ***
S2.1/5/A                        ITEM        ***
S2.1/5/B                        RUN         ***
S2.1/5/C                        RUN         ***
S2.1/5/D                        RUN         ***
S2.1/5/E                        RUN         ***
S2.1/5/F                        ITEM        ***
S2.1/5/G                        CUBE        ***
S2.1/5/H                        RUN         ***
S2.1/5/I                        RUN         ***
S2.1/6/A                        NO.         ***
S2.1/6/B                        NO.         ***
S2.1/6/C                        NO.         ***
S2.1/6/D                        NO.         ***
S2.1/6/E                        ITEM        ***
S2.1/6/F                        ITEM        ***
S2.1/6/G                        ITEM        ***
S2.2/1/A                        ITEM        ***
                                                       -----
                            To Summary of Tender        ***
                                                       -----

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S3.1/1/A                        ITEM        ***
S3.1/1/B                        SUPER       ***
S3.1/1/C                        RUN         ***
S3.1/1/D                        SUPER       ***
S3.1/1/E                        RUN         ***
S3.1/1/F                        SUPER       ***
S3.1/2/A                        RUN         ***
S3.1/2/B                        ITEM        ***
S3.1/2/C                        ITEM        ***
S3.1/2/D                        ITEM        ***
S3.1/2/E                        ITEM        ***
S3.1/2/F                        ITEM        ***
S3.1/3/A                        ITEM        ***
S3.2/1/A                        ITEM        ***
S3.2/1/B                         NO.        ***
S3.2/1/C                         NO.        ***
S3.2/1/D                         NO.        ***
S3.2/1/E                         NO.        ***
S3.2/1/F                        CUBE        ***
S3.2/1/G                        ITEM        ***
S3.2/1/H                        ITEM        ***
S3.2/1/I                        ITEM        ***
S3.2/1/J                        CUBE        ***
S3.2/1/K                        CUBE        ***
S3.2/2/A                         NO.        ***
S3.2/2/B                         NO.        ***
S3.2/2/C                         NO.        ***
S3.2/2/D                         NO.        ***
S3.3/1/A                        CUBE        ***
S3.3/1/B                        CUBE        ***
S3.3/1/C                        CUBE        ***
S3.3/1/D                         KG         ***
S3.3/1/E                         KG         ***
S3.3/1/F                         KG         ***
S3.3/1/G                         KG         ***
S3.3/2/A                        SUPER       ***
S3.3/2/B                        SUPER       ***
S3.4/1/A                        ITEM        ***
                                                       -----
                            To Summary of Tender        ***
                                                       -----

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S4.1/1/A                        CUBE        ***
S4.1/1/B                        CUBE        ***
S4.1/1/C                        CUBE        ***
S4.1/1/D                        CUBE        ***
S4.1/1/E                        CUBE        ***
S4.1/1/F                        CUBE        ***
S4.1/1/G                        CUBE        ***
S4.1/1/H                        CUBE        ***
S4.1/1/I                        CUBE        ***
S4.1/1/J                        CUBE        ***
S4.1/1/K                        CUBE        ***
S4.1/1/L                        CUBE        ***
S4.1/2/A                         KG         ***
S4.1/2/B                         KG         ***
S4.1/2/C                         KG         ***
S4.1/2/D                         KG         ***
S4.1/2/E                         KG         ***
S4.1/2/F                         KG         ***
S4.1/2/G                         KG         ***
S4.1/2/H                         KG         ***
S4.1/2/I                         KG         ***
S4.1/2/J                         KG         ***
S4.1/2/K                         KG         ***
S4.1/3/A                         KG         ***
S4.1/3/B                        SUPER       ***
S4.1/3/C                         NO.        ***
S4.1/3/D                         NO.        ***
S4.1/3/E                         NO.        ***
S4.1/3/F                         NO.        ***
S4.1/3/G                         NO.        ***
S4.1/3/H                         NO.        ***
S4.1/4/A                        SUPER       ***
S4.1/4/B                        SUPER       ***
S4.1/4/C                        SUPER       ***
S4.1/4/D                        SUPER       ***
S4.1/4/E                        SUPER       ***
S4.1/4/F                        SUPER       ***
S4.1/4/G                        SUPER       ***
S4.1/4/H                        SUPER       ***
S4.1/4/I                        SUPER       ***
S4.1/4/J                        SUPER       ***
S4.1/4/K                        SUPER       ***
S4.1/4/L                        SUPER       ***
S4.1/4/M                        SUPER       ***
S4.1/4/N                        SUPER       ***
S4.1/4/O                        SUPER       ***
S4.1/4/P                         RUN        ***
S4.1/5/A                        SUPER       ***
S4.1/5/B                         RUN        ***
S4.1/5/C                         RUN        ***
S4.1/5/D                         RUN        ***
S4.1/5/E                         RUN        ***
S4.1/5/F                         RUN        ***
S4.1/5/G                         RUN        ***
S4.1/5/H                         NO.        ***
S4.2/1/A                        ITEM        ***
                                                       -----
                            To Summary of Tender        ***
                                                       -----

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S5.1/1/A                        SUPER       ***
S5.2/1/A                        CUBE        ***
S5.2/1/B                        CUBE        ***
S5.2/1/C                        CUBE        ***
S5.2/1/D                        CUBE        ***
S5.2/1/E                        CUBE        ***
S5.2/1/F                        CUBE        ***
S5.2/1/G                        CUBE        ***
S5.2/1/H                        CUBE        ***
S5.2/1/I                        CUBE        ***
S5.2/1/J                        CUBE        ***
S5.2/1/K                        CUBE        ***
S5.2/1/L                        CUBE        ***
S5.2/1/M                        CUBE        ***
S5.2/1/N                        CUBE        ***
S5.2/1/O                        CUBE        ***
S5.2/2/A                        CUBE        ***
S5.2/2/B                        CUBE        ***
S5.2/2/C                        CUBE        ***
S5.2/2/D                        CUBE        ***
S5.2/2/E                        CUBE        ***
S5.2/2/F                        CUBE        ***
S5.2/2/G                        CUBE        ***
S5.2/2/H                        CUBE        ***
S5.2/2/I                        CUBE        ***
S5.2/2/J                        CUBE        ***
S5.2/2/K                        CUBE        ***
S5.2/2/L                         RUN        ***
S5.2/3/A                         RUN        ***
S5.2/3/B                         RUN        ***
S5.2/3/C                         KG         ***
S5.2/3/D                         KG         ***
S5.2/3/E                         KG         ***
S5.2/3/F                         KG         ***
S5.2/3/G                         KG         ***
S5.2/3/H                         KG         ***
S5.2/3/I                         KG         ***
S5.2/3/J                         KG         ***
S5.2/3/K                         KG         ***
S5.2/3/L                         KG         ***
S5.2/4/A                         KG         ***
S5.2/4/B                         KG         ***
S5.2/4/C                         KG         ***
S5.2/4/D                         KG         ***
S5.2/4/E                         KG         ***
S5.2/4/F                         KG         ***
S5.2/4/G                         KG         ***
S5.2/4/H                         KG         ***
S5.2/4/I                        SUPER       ***
S5.2/5/A                        SUPER       ***
S5.2/5/B                        SUPER       ***
S5.2/5/C                        SUPER       ***
S5.2/5/D                        SUPER       ***
S5.2/5/E                        SUPER       ***
S5.2/5/F                        SUPER       ***
S5.2/5/G                        SUPER       ***
S5.2/5/H                        SUPER       ***
S5.2/5/I                        SUPER       ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S5.2/5/J                        SUPER       ***
S5.2/5/K                         RUN        ***
S5.2/5/L                         RUN        ***
S5.2/5/M                         RUN        ***
S5.2/6/A                         RUN        ***
S5.2/6/B                         RUN        ***
S5.2/6/C                        SUPER       ***
S5.2/6/D                        SUPER       ***
S5.3/1/A                        SUPER       ***
S5.3/1/B                        SUPER       ***
S5.3/1/C                        SUPER       ***
S5.3/1/D                         RUN        ***
S5.3/1/E                         RUN        ***
S5.4/1/A                         RUN        ***
S5.4/1/B                         RUN        ***
S5.4/1/C                         RUN        ***
S5.4/1/D                         RUN        ***
S5.4/1/E                         RUN        ***
S5.4/1/F                         RUN        ***
S5.4/1/G                         RUN        ***
S5.4/1/H                         RUN        ***
S5.4/1/I                         RUN        ***
S5.4/1/J                         RUN        ***
S5.4/1/K                         RUN        ***
S5.4/2/A                         RUN        ***
S5.4/2/B                         RUN        ***
S5.4/2/C                         RUN        ***
S5.4/2/D                         RUN        ***
S5.4/2/E                         RUN        ***
S5.4/2/F                         RUN        ***
S5.4/2/G                         RUN        ***
S5.4/2/H                         RUN        ***
S5.4/2/I                         RUN        ***
S5.4/2/J                         RUN        ***
S5.4/2/K                         RUN        ***
S5.4/2/L                         RUN        ***
S5.4/2/M                         RUN        ***
S5.4/2/N                         RUN        ***
S5.4/2/O                         RUN        ***
S5.4/3/A                         NO.        ***
S5.4/3/B                         NO.        ***
S5.4/3/C                         NO.        ***
S5.4/3/D                         NO.        ***
S5.4/3/E                         NO.        ***
S5.4/3/F                         RUN        ***
S5.4/3/G                         RUN        ***
S5.4/3/H                         RUN        ***
S5.4/3/I                         RUN        ***
S5.4/3/J                         NO.        ***
S5.4/4/A                         NO.        ***
S5.4/4/B                         NO.        ***
S5.4/4/C                         NO.        ***
S5.4/4/D                         NO.        ***
S5.4/4/E                         NO.        ***
S5.4/5/A                         NO.        ***
S5.4/5/B                         NO.        ***
S5.4/5/C                         NO.        ***
S5.4/5/D                         NO.        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
 S5.4/6/A                        NO.        ***
 S5.4/6/B                        NO.        ***
 S5.4/6/C                       ITEM        ***
 S5.5/1/A                       SUPER       ***
 S5.5/1/B                       SUPER       ***
 S5.5/1/C                       SUPER       ***
 S5.6/1/A                        NO.        ***
 S5.6/1/B                        NO.        ***
 S5.6/1/C                        NO.        ***
 S5.6/1/D                        RUN        ***
 S5.6/1/E                        RUN        ***
 S5.6/1/F                        RUN        ***
 S5.6/1/G                        RUN        ***
 S5.7/1/A                        NO.        ***
 S5.7/1/B                        NO.        ***
 S5.7/1/C                        NO.        ***
 S5.7/1/D                        NO.        ***
 S5.7/1/E                        NO.        ***
 S5.7/1/F                        NO.        ***
 S5.7/1/G                        NO.        ***
 S5.7/1/H                        NO.        ***
 S5.7/1/I                        NO.        ***
 S5.7/1/J                        NO.        ***
 S5.7/1/K                        NO.        ***
 S5.8/1/A                        KG         ***
 S5.8/1/B                        KG         ***
 S5.8/1/C                        KG         ***
 S5.8/1/D                       ITEM        ***
 S5.8/1/E                        RUN        ***
 S5.8/1/F                        NO.        ***
 S5.8/1/G                        NO.        ***
 S5.8/2/A                       SUPER       ***
 S5.8/2/B                        NO.        ***
 S5.8/2/C                        NO.        ***
 S5.8/2/D                        NO.        ***
 S5.8/2/E                        NO.        ***
 S5.8/2/F                        NO.        ***
S5.8/2+1/A                       NO.        ***
S5.8/2+1/B                       NO.        ***
S5.8/2+1/C                      SUPER       ***
 S5.9/1/A                       SUPER       ***
 S5.9/1/B                       SUPER       ***
 S5.9/1/C                       SUPER       ***
 S5.9/1/D                        RUN        ***
 S5.9/1/E                        RUN        ***
 S5.9/1/F                        RUN        ***
 S5.9/1/G                        RUN        ***
 S5.9/1/H                        RUN        ***
 S5.9/2/A                       SUPER       ***
 S5.9/2/B                       SUPER       ***
 S5.9/2/C                       SUPER       ***
 S5.9/2/D                       SUPER       ***
 S5.9/2/E                       SUPER       ***
 S5.9/2/F                       SUPER       ***
 S5.9/2/G                       SUPER       ***
 S5.9/2/H                       SUPER       ***
 S5.9/3/A                       SUPER       ***
 S5.9/3/B                       SUPER       ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
 S5.9/3/C                       SUPER       ***
 S5.9/3/D                       SUPER       ***
 S5.9/3/E                       SUPER       ***
 S5.9/3/F                       SUPER       ***
 S5.9/3/G                        RUN        ***
 S5.9/3/H                        RUN        ***
 S5.9/3/I                       SUPER       ***
 S5.10/1/A                      SUPER       ***
 S5.10/1/B                      SUPER       ***
 S5.10/1/C                       RUN        ***
 S5.10/1/D                       RUN        ***
 S5.10/1/E                       RUN        ***
 S5.11/1/A                       RUN        ***
 S5.11/1/B                       NO.        ***
 S5.11/1/C                       RUN        ***
 S5.11/1/D                       NO.        ***
 S5.11/1/E                       RUN        ***
 S5.11/1/F                       RUN        ***
 S5.11/1/G                       RUN        ***
 S5.11/1/H                       RUN        ***
 S5.11/1/I                       NO.        ***
 S5.11/1/J                       NO.        ***
 S5.11/1/K                       NO.        ***
 S5.11/1/L                       NO.        ***
 S5.11/1/M                       NO.        ***
 S5.11/1/N                       NO.        ***
S5.11/1+1/A                      NO.        ***
 S5.11/2/A                       NO.        ***
 S5.11/2/B                       RUN        ***
 S5.11/2/C                       RUN        ***
 S5.11/2/D                       RUN        ***
 S5.11/2/E                       RUN        ***
 S5.11/2/F                       RUN        ***
 S5.11/2/G                       RUN        ***
 S5.12/1/A                       NO.        ***
 S5.12/1/B                       NO.        ***
 S5.12/1/C                       NO.        ***
 S5.12/1/D                       NO.        ***
 S5.12/1/E                       NO.        ***
 S5.12/1/F                       NO.        ***
 S5.12/1/G                       NO.        ***
 S5.12/2/A                       NO.        ***
 S5.12/2/B                       NO.        ***
 S5.12/2/C                       NO.        ***
 S5.13/1/A                       RUN        ***
 S5.13/1/B                       RUN        ***
 S5.13/1/C                       RUN        ***
 S5.13/1/D                       RUN        ***
 S5.13/1/E                       RUN        ***
 S5.13/1/F                       RUN        ***
 S5.13/1/G                       NO.        ***
 S5.13/1/H                       NO.        ***
 S5.13/1/I                       NO.        ***
 S5.13/1/J                       NO.        ***
 S5.13/1/K                       NO.        ***
 S5.13/1/L                       NO.        ***
 S5.13/1/M                       NO.        ***
 S5.13/1/N                       NO.        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S5.13/1/O                       NO.         ***
S5.13/1/P                       ITEM        ***
S5.13/1/Q                       ITEM        ***
S5.13/2/A                       RUN         ***
S5.13/2/B                       RUN         ***
S5.13/2/C                       RUN         ***
S5.14/1/A                       ITEM        ***
S5.15/1/A                       ITEM        ***
                                                       -----
                            To Summary of Tender        ***
                                                       -----

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
 S6.1/1/A                       CUBE        ***
 S6.1/1/B                       CUBE        ***
 S6.2/1/A                       SUPER       ***
 S6.2/1/B                       SUPER       ***
 S6.2/1/C                       SUPER       ***
 S6.2/1/D                        RUN        ***
 S6.2/1/E                        RUN        ***
 S6.3/1/A                       SUPER       ***
 S6.3/1/B                       CUBE        ***
 S6.3/1/C                       SUPER       ***
 S6.3/1/D                        RUN        ***
 S6.3/1/E                        RUN        ***
 S6.3/1/F                        RUN        ***
 S6.3/2/A                        RUN        ***
 S6.3/2/B                       SUPER       ***
 S6.3/2/C                        RUN        ***
 S6.4/1/A                        RUN        ***
 S6.4/1/B                        RUN        ***
 S6.4/1/C                        RUN        ***
 S6.5/1/A                        NO.        ***
 S6.5/1/B                        NO.        ***
 S6.5/1/C                        NO.        ***
 S6.5/1/D                        NO.        ***
 S6.5/1/E                        NO.        ***
 S6.5/1/F                        NO.        ***
 S6.5/1/G                        NO.        ***
 S6.5/1/H                        NO.        ***
 S6.5/1/I                        NO.        ***
 S6.5/1/J                        NO.        ***
 S6.5/1/K                        NO.        ***
 S6.5/1/L                        NO.        ***
 S6.5/1/M                        NO.        ***
 S6.5/1/N                        NO.        ***
 S6.5/1/O                        NO.        ***
 S6.5/1/P                        NO.        ***
 S6.5/2/A                       RUN         ***
 S6.5/2/B                       RUN         ***
 S6.5/2/C                       RUN         ***
 S6.5/2/D                       RUN         ***
 S6.5/2/E                        NO.        ***
 S6.5/2/F                        NO.        ***
 S6.5/2/G                        NO.        ***
 S6.5/2/H                        NO.        ***
 S6.5/2/I                        NO.        ***
 S6.5/2/J                        NO.        ***
 S6.5/2/K                        NO.        ***
 S6.5/2/L                        NO.        ***
 S6.5/2/M                        NO.        ***
 S6.5/2/N                        NO.        ***
 S6.5/2/0                        NO.        ***
S6.5/2+1/A                       NO.        ***
S6.5/2+1/B                       NO.        ***
S6.5/2+1/C                       NO.        ***
S6.5/2+1/D                       NO.        ***
S6.5/2+1/E                       NO.        ***
S6.5/2+1/F                       NO.        ***
S6.5/2+1/G                       NO.        ***
S6.5/2+1/H                       NO.        ***
 S6.6/1/A                        RUN        ***
 S6.6/1/B                        RUN        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S6.6/1/C                         RUN        ***
S6.6/1/D                        SUPER       ***
S6.7/1/A                         RUN        ***
S6.7/1/B                         RUN        ***
S6.7/1/C                         RUN        ***
S6.7/1/D                         RUN        ***
S6.7/1/E                         RUN        ***
S6.7/1/F                         RUN        ***
S6.7/1/G                         NO.        ***
S6.7/2/A                         RUN        ***
S6.7/2/B                         RUN        ***
S6.7/2/C                         RUN        ***
S6.7/2/D                         RUN        ***
S6.7/2/E                         RUN        ***
S6.7/2/F                         RUN        ***
S6.7/2/G                         RUN        ***
S6.7/2/H                         RUN        ***
S6.7/2/I                         RUN        ***
S6.7/2/J                         RUN        ***
S6.7/2/K                         RUN        ***
S6.7/2/L                         RUN        ***
S6.7/2/M                         RUN        ***
S6.7/2/N                         RUN        ***
S6.7/3/A                         RUN        ***
S6.7/3/B                         RUN        ***
S6.7/3/C                         RUN        ***
S6.7/3/D                         RUN        ***
S6.7/3/E                         RUN        ***
S6.7/3/F                         RUN        ***
S6.7/3/G                         RUN        ***
S6.7/3/H                         RUN        ***
S6.7/3/I                         RUN        ***
S6.7/3/J                         RUN        ***
S6.7/3/K                         NO.        ***
S6.7/3/L                         NO.        ***
S6.7/4/A                         RUN        ***
S6.7/4/B                         RUN        ***
S6.7/4/C                         RUN        ***
S6.7/4/D                         RUN        ***
S6.7/4/E                         NO.        ***
S6.7/4/F                         NO.        ***
S6.7/4/G                         NO.        ***
S6.7/4/H                         RUN        ***
S6.7/4/I                         RUN        ***
S6.7/4/J                         NO.        ***
S6.7/5/A                         NO.        ***
S6.7/5/B                         NO.        ***
S6.7/5/C                         NO.        ***
S6.7/5/D                         NO.        ***
S6.7/6/A                         NO.        ***
S6.7/6/B                         NO.        ***
S6.7/6/C                         NO.        ***
S6.7/7/A                         NO.        ***
S6.7/7/B                         NO.        ***
S6.7/7/C                        ITEM        ***
S6.8/1/A                        CUBE        ***
S6.8/1/B                        CUBE        ***
S6.8/1/C                        CUBE        ***
S6.8/1/D                        CUBE        ***
S6.8/1/E                        CUBE        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S6.8/1/F                        CUBE        ***
S6.8/1/G                        CUBE        ***
S6.8/1/H                        CUBE        ***
S6.8/1/I                        CUBE        ***
S6.8/1/J                        CUBE        ***
S6.8/1/K                        CUBE        ***
S6.8/2/A                        CUBE        ***
S6.8/2/B                        CUBE        ***
S6.8/2/C                        CUBE        ***
S6.8/2/D                        CUBE        ***
S6.8/2/E                        CUBE        ***
S6.8/2/F                         KG         ***
S6.8/2/G                         KG         ***
S6.8/2/H                         KG         ***
S6.8/2/I                         KG         ***
S6.8/2/J                         KG         ***
S6.8/2/K                         KG         ***
S6.8/3/A                         KG         ***
S6.8/3/B                         KG         ***
S6.8/3/C                         KG         ***
S6.8/3/D                         KG         ***
S6.8/3/E                         KG         ***
S6.8/3/F                         KG         ***
S6.8/3/G                         KG         ***
S6.8/3/H                         KG         ***
S6.8/3/I                         KG         ***
S6.8/3/J                         KG         ***
S6.8/3/K                         KG         ***
S6.8/3/L                         KG         ***
S6.8/4/A                         KG         ***
S6.8/4/B                         KG         ***
S6.8/4/C                         KG         ***
S6.8/4/D                        SUPER       ***
S6.8/4/E                        SUPER       ***
S6.8/4/F                        SUPER       ***
S6.8/4/G                        SUPER       ***
S6.8/4/H                        SUPER       ***
S6.8/4/I                        SUPER       ***
S6.8/5/A                        SUPER       ***
S6.8/5/B                        SUPER       ***
S6.8/5/C                        SUPER       ***
S6.8/5/D                         RUN        ***
S6.8/5/E                         RUN        ***
S6.8/5/F                         RUN        ***
S6.8/5/G                        SUPER       ***
S6.8/5/H                         RUN        ***
S6.8/6/A                         RUN        ***
S6.8/6/B                         RUN        ***
S6.8/6/C                         RUN        ***
S6.8/6/D                         RUN        ***
S6.8/6/E                         RUN        ***
S6.8/6/F                         NO.        ***
S6.8/6/G                         NO.        ***
S6.8/7/A                         NO.        ***
S6.8/7/B                         NO.        ***
S6.8/7/C                        SUPER       ***
S6.8/7/D                         NO.        ***
S6.8/7/E                         NO.        ***
S6.8/7/F                         NO.        ***
S6.8/7/G                         RUN        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
 S6.8/8/A                        RUN        ***
 S6.8/8/B                        NO.        ***
 S6.8/8/C                        NO.        ***
 S6.8/8/D                        NO.        ***
 S6.8/8/E                        NO.        ***
 S6.8/8/F                        NO.        ***
 S6.8/8/G                        NO.        ***
S6.8/8+1/A                       NO.        ***
S6.8/8+1/B                       NO.        ***
S6.8/8+1/C                       NO.        ***
 S6.8/9/A                        NO.        ***
 S6.8/9/B                        NO.        ***
 S6.8/9/C                        NO.        ***
 S6.8/9/D                        NO.        ***
S6.8/10/A                        NO.        ***
S6.8/10/B                        NO.        ***
S6.8/10/C                        NO.        ***
S6.8/10/D                        NO.        ***
S6.8/10/E                        NO.        ***
S6.8/10/F                        NO.        ***
S6.8/10/G                        NO.        ***
S6.8/10/H                        NO.        ***
S6.8/10/I                        NO.        ***
S6.8/11/A                        NO.        ***
S6.8/11/B                       SUPER       ***
S6.8/11/C                       SUPER       ***
S6.8/11/D                        RUN        ***
S6.8/11/E                        RUN        ***
S6.8/11/F                       SUPER       ***
S6.8/11/G                       SUPER       ***
S6.8/11/H                       SUPER       ***
S6.8/11/I                       SUPER       ***
S6.8/12/A                       SUPER       ***
S6.8/12/B                       SUPER       ***
S6.8/12/C                       SUPER       ***
S6.8/12/D                       SUPER       ***
S6.8/12/E                       SUPER       ***
S6.8/12/F                       SUPER       ***
S6.8/12/G                       SUPER       ***
S6.8/13/A                       SUPER       ***
S6.8/13/B                       SUPER       ***
S6.8/13/C                       SUPER       ***
S6.8/13/D                        RUN        ***
S6.8/13/E                       SUPER       ***
S6.8/13/F                       SUPER       ***
S6.8/13/G                       SUPER       ***
S6.8/13/H                        RUN        ***
S6.8/14/A                       SUPER       ***
S6.8/14/B                       SUPER       ***
S6.8/14/C                       SUPER       ***
S6.8/14/D                       SUPER       ***
S6.8/14/E                        RUN        ***
 S6.9/1/A                       CUBE        ***
 S6.9/1/B                       CUBE        ***
 S6.9/1/C                       CUBE        ***
 S6.9/1/D                        RUN        ***
 S6.9/1/E                        KG         ***
 S6.9/1/F                        KG         ***
 S6.9/1/G                        KG         ***
 S6.9/1/H                        KG         ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
 S6.9/1/I                        KG         ***
 S6.9/1/J                        KG         ***
 S6.9/2/A                       SUPER       ***
 S6.9/2/B                       SUPER       ***
 S6.9/2/C                        RUN        ***
 S6.9/2/D                        RUN        ***
 S6.9/2/E                       SUPER       ***
 S6.9/2/F                       SUPER       ***
 S6.9/2/G                       SUPER       ***
 S6.9/3/A                        NO.        ***
 S6.9/3/B                        NO.        ***
 S6.9/3/C                        NO.        ***
 S6.9/3/D                        NO.        ***
 S6.9/3/E                       SUPER       ***
 S6.9/4/A                       SUPER       ***
 S6.9/4/B                       SUPER       ***
 S6.9/4/C                       SUPER       ***
 S6.9/4/D                       SUPER       ***
 S6.9/4/E                       SUPER       ***
 S6.9/4/F                       SUPER       ***
 S6.9/4/G                       SUPER       ***
 S6.10/1/A                      SUPER       ***
 S6.10/1/B                       NO.        ***
 S6.10/1/C                      ITEM        ***
 S6.11/1/A                       RUN        ***
 S6.11/1/B                       RUN        ***
 S6.12/1/A                       RUN        ***
 S6.12/1/B                       RUN        ***
 S6.12/1/C                       RUN        ***
 S6.12/1/D                       RUN        ***
 S6.12/1/E                       RUN        ***
 S6.12/1/F                       NO.        ***
 S6.12/1/G                       NO.        ***
 S6.12/1/H                       NO.        ***
 S6.12/1/I                       NO.        ***
 S6.12/1/J                       NO.        ***
 S6.12/1/K                       NO.        ***
 S6.12/1/L                       NO.        ***
S6.12/1+1/A                      NO.        ***
S6.12/1+1/B                      NO.        ***
 S6.12/2/A                       NO.        ***
 S6.12/2/B                       NO.        ***
 S6.12/2/C                       NO.        ***
 S6.12/2/D                       NO.        ***
 S6.12/2/E                       RUN        ***
 S6.12/2/F                       RUN        ***
S6.12/2+1/A                      RUN        ***
 S6.12/4/A                       RUN        ***
 S6.12/4/B                       NO.        ***
 S6.12/4/C                       NO.        ***
 S6.12/4/D                       RUN        ***
 S6.12/6/A                       RUN        ***
 S6.12/6/B                       RUN        ***
 S6.12/6/C                       RUN        ***
 S6.12/6/D                       NO.        ***
 S6.12/6/E                       NO.        ***
 S6.12/6/F                       NO.        ***
 S6.12/6/G                       NO.        ***
 S6.12/6/H                       NO.        ***
 S6.12/6/I                       NO.        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
 S6.12/6/J                       NO.        ***
 S6.12/6/K                       NO.        ***
 S6.12/6/L                       NO.        ***
S6.12/6+1/A                      NO.        ***
 S6.12/7/A                       NO.        ***
 S6.12/7/B                       NO.        ***
 S6.12/7/C                       RUN        ***
 S6.12/7/D                       NO.        ***
 S6.12/8/A                      ITEM        ***
S6.12/10/A                       RUN        ***
S6.12/10/B                       RUN        ***
S6.12/10/C                       NO.        ***
S6.12/10/D                       NO.        ***
S6.12/10/E                       NO.        ***
S6.12/10/F                       NO.        ***
S6.12/10/G                       NO.        ***
S6.12/10/H                       NO.        ***
S6.12/10/I                       NO.        ***
S6.12/10/J                       NO.        ***
S6.12/11/A                       NO.        ***
S6.12/11/B                       NO.        ***
S6.12/11/C                       RUN        ***
S6.12/11/D                       NO.        ***
S6.12/12/A                      ITEM        ***
 S6.13/1/A                       NO.        ***
 S6.13/1/B                       NO.        ***
 S6.13/1/C                       NO.        ***
 S6.13/3/A                       NO.        ***
 S6.13/3/B                       SET        ***
 S6.13/3/C                      ITEM        ***
 S6.13/5/A                       RUN        ***
 S6.13/5/B                       RUN        ***
 S6.13/5/C                       RUN        ***
 S6.13/5/D                       RUN        ***
 S6.13/5/E                       RUN        ***
 S6.13/5/F                       RUN        ***
 S6.13/5/G                       RUN        ***
 S6.13/5/H                       RUN        ***
 S6.13/5/I                       RUN        ***
 S6.13/5/J                       RUN        ***
 S6.13/5/K                       RUN        ***
 S6.13/5/L                       RUN        ***
 S6.13/5/M                       RUN        ***
 S6.13/5/N                       RUN        ***
 S6.13/6/A                       NO.        ***
 S6.13/6/B                       NO.        ***
 S6.13/6/C                       NO.        ***
 S6.13/6/D                       NO.        ***
 S6.13/6/E                       NO.        ***
 S6.13/6/F                       NO.        ***
 S6.13/6/G                       NO.        ***
 S6.13/6/H                       NO.        ***
 S6.13/6/I                       NO.        ***
 S6.13/6/J                       NO.        ***
 S6.13/6/K                       NO.        ***
 S6.13/6/L                       NO.        ***
 S6.13/6/M                       NO.        ***
 S6.13/7/A                       NO.        ***
 S6.13/7/B                       NO.        ***
 S6.13/7/C                       NO.        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
 S6.13/7/D                       NO.        ***
 S6.13/7/E                       NO.        ***
 S6.13/7/F                       NO.        ***
 S6.13/7/G                       NO.        ***
 S6.13/7/H                       NO.        ***
 S6.13/7/I                       NO.        ***
 S6.13/7/J                       NO.        ***
 S6.13/7/K                       NO.        ***
 S6.13/7/L                       NO.        ***
 S6.13/8/A                       NO.        ***
 S6.13/8/B                       NO.        ***
 S6.13/8/C                       NO.        ***
 S6.13/8/D                       NO.        ***
 S6.13/8/E                       NO.        ***
 S6.13/8/F                       NO.        ***
 S6.13/8/G                       NO.        ***
 S6.13/8/H                       NO.        ***
 S6.13/8/I                       NO.        ***
 S6.13/8/J                       NO.        ***
 S6.13/8/K                       NO.        ***
 S6.13/8/L                       NO.        ***
 S6.13/8/M                       NO.        ***
 S6.13/8/N                       NO.        ***
 S6.13/8/O                       NO.        ***
 S6.13/8/P                       NO.        ***
 S6.13/8/Q                       NO.        ***
 S6.13/8/R                       NO.        ***
 S6.13/8/S                       NO.        ***
S6.13/8+1/A                      NO.        ***
 S6.13/9/A                       NO.        ***
 S6.13/9/B                       NO.        ***
 S6.13/9/C                       NO.        ***
 S6.13/9/D                       NO.        ***
 S6.13/9/E                       NO.        ***
 S6.13/9/F                       NO.        ***
 S6.13/9/G                       NO.        ***
S6.13/10/A                       RUN        ***
S6.13/10/B                       NO.        ***
S6.13/10/C                       NO.        ***
S6.13/10/D                       NO.        ***
S6.13/10/E                       RUN        ***
S6.13/10/F                       RUN        ***
S6.13/10/G                       RUN        ***
S6.13/10/H                       RUN        ***
S6.13/10/I                       RUN        ***
S6.13/10/J                       RUN        ***
S6.13/10/K                       RUN        ***
S6.13/10/L                       NO.        ***
S6.13/10/M                       NO.        ***
S6.13/11/A                       NO.        ***
S6.13/11/B                       NO.        ***
S6.13/11/C                       NO.        ***
S6.13/11/D                       NO.        ***
S6.13/11/E                       NO.        ***
S6.13/11/F                       NO.        ***
S6.13/11/G                       NO.        ***
S6.13/11/H                       NO.        ***
S6.13/11/I                       NO.        ***
S6.13/11/J                       NO.        ***
S6.13/11/K                       NO.        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
 S6.13/11/L                      NO.        ***
 S6.13/11/M                      NO.        ***
 S6.13/11/N                      NO.        ***
 S6.13/11/O                      NO.        ***
 S6.13/13/A                      NO.        ***
 S6.13/13/B                      NO.        ***
 S6.13/13/C                      NO.        ***
 S6.13/13/D                      NO.        ***
 S6.13/13/E                      NO.        ***
 S6.13/13/F                      NO.        ***
 S6.13/13/G                      NO.        ***
 S6.13/13/H                      NO.        ***
 S6.13/13/I                      NO.        ***
 S6.13/13/J                      NO.        ***
 S6.13/13/K                      NO.        ***
 S6.13/13/L                      NO.        ***
 S6.13/13/M                      NO.        ***
S6.13/13+1/A                     NO.        ***
S6.13/13+1/B                     NO.        ***
S6.13/13+1/C                     NO.        ***
S6.13/13+1/D                     NO.        ***
S6.13/13+1/E                     NO.        ***
S6.13/13+1/F                     NO.        ***
 S6.13/14/A                      NO.        ***
 S6.13/14/B                      NO.        ***
 S6.13/14/C                      NO.        ***
 S6.13/14/D                      NO.        ***
 S6.13/14/E                      NO.        ***
 S6.13/14/F                      NO.        ***
 S6.13/14/G                      NO.        ***
 S6.13/15/A                      NO.        ***
 S6.13/15/B                      NO.        ***
 S6.13/15/C                      NO.        ***
 S6.13/15/D                      NO.        ***
 S6.13/15/E                      NO.        ***
 S6.13/15/F                      NO.        ***
S6.13/15+1/A                     NO.        ***
S6.13/15+1/B                     NO.        ***
S6.13/15+1/C                     NO.        ***
S6.13/15+1/D                     NO.        ***
S6.13/15+1/E                     NO.        ***
S6.13/15+1/F                     NO.        ***
S6.13/15+1/G                     NO.        ***
S6.13/15+1/H                     NO.        ***
S6.13/15+1/I                     NO.        ***
S6.13/15+1/J                     NO.        ***
S6.13/15+1/K                     NO.        ***
S6.13/15+1/L                    ITEM        ***
S6.13/15+2/A                    ITEM        ***
 S6.13/17/A                      RUN        ***
 S6.13/17/B                      RUN        ***
 S6.13/17/C                      NO.        ***
 S6.13/17/D                      NO.        ***
 S6.13/17/E                      NO.        ***
 S6.13/17/F                      NO.        ***
 S6.13/17/G                      NO.        ***
 S6.13/19/A                      NO.        ***
 S6.13/19/B                      NO.        ***
 S6.13/19/C                      RUN        ***
 S6.13/19/D                      RUN        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S6.13/19/E                       NO.        ***
S6.13/19/F                       NO.        ***
S6.13/21/A                      ITEM        ***
S6.13/21/B                      ITEM        ***
S6.14/1/A                        RUN        ***
S6.14/1/B                        NO.        ***
S6.14/1/C                        RUN        ***
S6.14/1/D                        RUN        ***
S6.14/1/E                        RUN        ***
S6.14/1/F                        NO.        ***
S6.14/1/G                        NO.        ***
S6.14/1/H                        NO.        ***
S6.14/1/I                        NO.        ***
S6.14/1/J                        NO.        ***
S6.14/2/A                        NO.        ***
S6.14/2/B                        NO.        ***
S6.14/2/C                        NO.        ***
S6.14/2/D                        NO.        ***
S6.14/2/E                        NO.        ***
S6.14/2/F                        NO.        ***
S6.14/2/G                        NO.        ***
S6.14/2/H                        NO.        ***
S6.14/2/I                        RUN        ***
S6.14/3/A                        RUN        ***
S6.14/3/B                        RUN        ***
S6.14/5/A                        RUN        ***
S6.14/5/B                        RUN        ***
S6.14/5/C                        RUN        ***
S6.14/5/D                        RUN        ***
S6.14/5/E                        NO.        ***
S6.14/5/F                        NO.        ***
S6.14/5/G                        NO.        ***
S6.14/5/H                        NO.        ***
S6.14/5/I                        NO.        ***
S6.14/5/J                        NO.        ***
S6.14/5/K                        NO.        ***
S6.14/5/L                        NO.        ***
S6.14/5/M                        NO.        ***
S6.14/5/N                        NO.        ***
S6.14/5/O                        NO.        ***
S6.14/5/P                        NO.        ***
S6.14/6/A                        NO.        ***
S6.14/6/B                        NO.        ***
S6.14/6/C                        NO.        ***
S6.14/6/D                        NO.        ***
S6.14/6/E                        NO.        ***
S6.14/6/F                        NO.        ***
S6.14/6/G                        NO.        ***
S6.14/6/H                        NO.        ***
S6.14/6/I                        NO.        ***
S6.14/6/J                        NO.        ***
S6.14/6/K                        NO.        ***
S6.14/6/L                        NO.        ***
S6.14/7/A                        NO.        ***
S6.14/7/B                        NO.        ***
S6.14/7/C                        NO.        ***
S6.14/7/D                        NO.        ***
S6.14/7/E                        RUN        ***
S6.14/7/F                        RUN        ***
S6.14/9/A                        RUN        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
 S6.14/9/B                       RUN        ***
 S6.14/9/C                       RUN        ***
 S6.14/9/D                       RUN        ***
 S6.14/9/E                       RUN        ***
 S6.14/9/F                       RUN        ***
 S6.14/9/G                       RUN        ***
 S6.14/9/H                       RUN        ***
 S6.14/9/I                       RUN        ***
 S6.14/9/J                       NO.        ***
 S6.14/9/K                       NO.        ***
 S6.14/9/L                       NO.        ***
 S6.14/9/M                       NO.        ***
 S6.14/9/N                       NO.        ***
 S6.14/9/O                       NO.        ***
 S6.14/9/P                       NO.        ***
 S6.14/9/Q                       NO.        ***
 S6.14/9/R                       NO.        ***
 S6.14/9/S                       NO.        ***
 S6.14/9/T                       NO.        ***
 S6.14/10/A                      NO.        ***
 S6.14/10/B                      NO.        ***
 S6.14/10/C                      NO.        ***
 S6.14/10/D                      NO.        ***
 S6.14/10/E                      NO.        ***
 S6.14/10/F                      RUN        ***
 S6.14/10/G                      NO.        ***
 S6.14/10/H                      NO.        ***
 S6.14/10/I                      NO.        ***
 S6.14/10/J                      NO.        ***
 S6.14/10/K                      NO.        ***
 S6.14/10/L                      NO.        ***
 S6.14/10/M                      NO.        ***
 S6.14/10/N                      NO.        ***
 S6.14/10/O                      NO.        ***
 S6.14/10/P                      NO.        ***
 S6.14/10/Q                      NO.        ***
S6.14/10+1/A                     NO.        ***
 S6.14/11/A                      NO.        ***
 S6.14/11/B                      NO.        ***
 S6.14/11/C                      NO.        ***
 S6.14/11/D                      NO.        ***
 S6.14/11/E                      NO.        ***
 S6.14/11/F                      NO.        ***
 S6.14/11/G                      NO.        ***
 S6.14/11/H                      NO.        ***
 S6.14/11/I                      NO.        ***
 S6.14/11/J                      NO.        ***
 S6.14/11/K                      NO.        ***
 S6.14/11/L                      NO.        ***
 S6.14/11/M                      NO.        ***
 S6.14/11/N                      NO.        ***
 S6.14/11/O                      NO.        ***
 S6.14/12/A                      NO.        ***
 S6.14/12/B                      NO.        ***
 S6.14/12/C                      NO.        ***
 S6.14/12/D                      NO.        ***
 S6.14/12/E                      NO.        ***
 S6.14/12/F                      NO.        ***
 S6.14/12/G                      NO.        ***
 S6.14/12/H                      NO.        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S6.14/12/I                       NO.        ***
S6.14/12/J                       NO.        ***
S6.14/12/K                       NO.        ***
S6.14/12/L                       NO.        ***
S6.14/13/A                      ITEM        ***
S6.14/13/B                      ITEM        ***
S6.14/13/C                       NO.        ***
S6.14/13/D                       NO.        ***
S6.14/13/E                       NO.        ***
S6.14/13/F                       NO.        ***
S6.14/13/G                       NO.        ***
S6.14/13/H                       NO.        ***
S6.14/14/A                       NO.        ***
S6.14/14/B                       RUN        ***
S6.14/14/C                       RUN        ***
S6.14/14/D                       RUN        ***
S6.14/14/E                       RUN        ***
S6.14/16/A                       RUN        ***
S6.14/16/B                       RUN        ***
S6.14/16/C                       RUN        ***
S6.14/16/D                       RUN        ***
S6.14/16/E                       NO.        ***
S6.14/16/F                       NO.        ***
S6.14/16/G                       NO.        ***
S6.14/16/H                       NO.        ***
S6.14/16/I                       NO.        ***
S6.14/16/J                       NO.        ***
S6.14/16/K                       RUN        ***
S6.14/16/L                       RUN        ***
S6.14/16/M                       RUN        ***
S6.14/16/N                       NO.        ***
S6.14/16/O                       NO.        ***
S6.14/16/P                       NO.        ***
S6.14/16/Q                       NO.        ***
S6.14/16/R                       NO.        ***
S6.14/17/A                       NO.        ***
S6.14/17/B                       NO.        ***
S6.14/17/C                       NO.        ***
S6.14/17/D                       NO.        ***
S6.14/17/E                       NO.        ***
S6.14/17/F                       NO.        ***
S6.14/17/G                       NO.        ***
S6.14/17/H                       NO.        ***
S6.14/17/I                       NO.        ***
S6.14/17/J                       NO.        ***
S6.14/17/K                       NO.        ***
S6.14/17/L                       NO.        ***
S6.14/17/M                       NO.        ***
S6.14/17/N                       NO.        ***
S6.14/18/A                       NO.        ***
S6.14/18/B                       NO.        ***
S6.14/18/C                       NO.        ***
S6.14/18/D                       NO.        ***
S6.14/18/E                       NO.        ***
S6.14/18/F                       NO.        ***
S6.14/18/G                       NO.        ***
S6.14/18/H                       NO.        ***
S6.14/18/I                       NO.        ***
S6.14/18/J                       NO.        ***
S6.14/18/K                       NO.        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S6.14/18+1/A                     NO.        ***
S6.14/18+1/B                     NO.        ***
 S6.14/19/A                      NO.        ***
 S6.14/19/B                      NO.        ***
 S6.14/19/C                      NO.        ***
 S6.14/19/D                      NO.        ***
 S6.14/19/E                      NO.        ***
 S6.14/19/F                      NO.        ***
 S6.14/19/G                      NO.        ***
 S6.14/19/H                      NO.        ***
 S6.14/19/I                      NO.        ***
 S6.14/19/J                      NO.        ***
 S6.14/19/K                      NO.        ***
 S6.14/20/A                      NO.        ***
 S6.14/20/B                      NO.        ***
 S6.14/20/C                      NO.        ***
 S6.14/20/D                      NO.        ***
 S6.14/20/E                      NO.        ***
 S6.14/20/F                      RUN        ***
 S6.14/20/G                      RUN        ***
 S6.14/21/A                      RUN        ***
 S6.14/21/B                      RUN        ***
 S6.14/21/C                      RUN        ***
 S6.14/21/D                      RUN        ***
 S6.14/23/A                      NO.        ***
 S6.14/23/B                      NO.        ***
 S6.14/23/C                      NO.        ***
 S6.14/23/D                      NO.        ***
 S6.14/23/E                      NO.        ***
 S6.14/23/F                      NO.        ***
 S6.14/23/G                      NO.        ***
 S6.14/23/H                      NO.        ***
 S6.14/23/I                      NO.        ***
 S6.14/23/J                      NO.        ***
 S6.14/23/K                      NO.        ***
 S6.14/23/L                      NO.        ***
 S6.14/23/M                      NO.        ***
 S6.14/24/A                      NO.        ***
 S6.14/24/B                     ITEM        ***
 S6.14/24/C                     ITEM        ***
 S6.14/24/D                     ITEM        ***
 S6.14/24/E                      NO.        ***
 S6.14/24/F                      NO.        ***
 S6.14/24/G                      NO.        ***
S6.14/24+1/A                     NO.        ***
S6.14/24+1/B                     NO.        ***
S6.14/24+1/C                     NO.        ***
 S6.14/25/A                      NO.        ***
 S6.14/25/B                      NO.        ***
 S6.14/25/C                      NO.        ***
 S6.14/25/D                      NO.        ***
 S6.14/25/E                      NO.        ***
 S6.14/25/F                      NO.        ***
 S6.14/25/G                      NO.        ***
 S6.14/25/H                      NO.        ***
 S6.14/25/I                      NO.        ***
 S6.14/26/A                     ITEM        ***
 S6.14/28/A                      NO.        ***
 S6.14/28/B                      NO.        ***
 S6.14/28/C                      NO.        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
 S6.14/30/A                      NO.        ***
 S6.14/30/B                      NO.        ***
 S6.14/30/C                      NO.        ***
 S6.14/30/D                      NO.        ***
 S6.14/30/E                      NO.        ***
 S6.14/30/F                      NO.        ***
 S6.14/30/G                      NO.        ***
 S6.14/30/H                      NO.        ***
 S6.14/30/I                      NO.        ***
 S6.14/30/J                      NO.        ***
 S6.14/30/K                      NO.        ***
 S6.14/31/A                      NO.        ***
 S6.14/31/B                      NO.        ***
 S6.14/31/C                      NO.        ***
 S6.14/31/D                      NO.        ***
 S6.14/31/E                      NO.        ***
 S6.15/1/A                      SUPER       ***
 S6.15/1/B                      SUPER       ***
 S6.15/1/C                      SUPER       ***
 S6.15/1/D                      SUPER       ***
 S6.15/1/E                      SUPER       ***
 S6.15/1/F                      SUPER       ***
 S6.15/1/G                      SUPER       ***
 S6.15/1/H                      SUPER       ***
 S6.15/1/I                      SUPER       ***
 S6.15/1/J                      SUPER       ***
 S6.15/1/K                       NO.        ***
 S6.15/1/L                       NO.        ***
 S6.15/1/M                      SUPER       ***
S6.15/1+1/A                      NO.        ***
S6.15/1+1/B                      NO.        ***
S6.15/1+1/C                      NO.        ***
 S6.15/2/A                       NO.        ***
 S6.15/2/B                       NO.        ***
 S6.15/2/C                       NO.        ***
 S6.15/2/D                       NO.        ***
 S6.15/2/E                       NO.        ***
 S6.15/2/F                       NO.        ***
 S6.15/2/G                       NO.        ***
 S6.15/2/H                       NO.        ***
 S6.15/2/I                       NO.        ***
 S6.15/2/J                       NO.        ***
 S6.15/2/K                       NO.        ***
 S6.15/2/L                       NO.        ***
 S6.15/2/M                       NO.        ***
 S6.15/2/N                       NO.        ***
 S6.15/2/0                       NO.        ***
 S6.15/2/P                       NO.        ***
 S6.15/2/Q                       NO.        ***
 S6.15/2/R                       NO.        ***
 S6.15/2/S                       NO.        ***
 S6.15/2/T                       NO.        ***
 S6.15/2/U                       NO.        ***
S6.15/2+1/A                      NO.        ***
S6.15/2+H/B                      NO.        ***
S6.15/2+1/C                      NO.        ***
S6.15/2+1/D                      NO.        ***
S6.15/2+1/E                      NO.        ***
S6.15/2+1/F                      NO.        ***
S6.15/2+1/G                      NO.        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S6.15/2+1/H                      NO.        ***
S6.15/2+1/I                      NO.        ***
S6.15/2+1/J                      NO.        ***
S6.15/2+1/K                      NO.        ***
S6.15/2+1/L                      NO.        ***
 S6.15/3/A                       NO.        ***
 S6.15/3/B                       NO.        ***
 S6.15/3/C                       NO.        ***
 S6.15/3/D                       NO.        ***
 S6.15/3/E                       NO.        ***
 S6.15/3/F                       NO.        ***
 S6.15/3/G                       NO.        ***
 S6.15/3/H                       NO.        ***
 S6.15/3/I                       NO.        ***
 S6.15/3/J                       NO.        ***
 S6.15/3/K                       NO.        ***
 S6.15/3/L                       NO.        ***
 S6.15/3/M                       NO.        ***
 S6.15/3/N                       NO.        ***
 S6.15/3/O                       NO.        ***
 S6.15/3/P                       NO.        ***
 S6.15/3/Q                       NO.        ***
 S6.15/3/R                       NO.        ***
 S6.15/3/S                       NO.        ***
 S6.15/3/T                       NO.        ***
S6.15/3+1/A                      NO.        ***
S6.15/3+1/B                      NO.        ***
S6.15/3+1/C                      NO.        ***
S6.15/3+1/D                      NO.        ***
S6.15/3+1/E                      NO.        ***
 S6.15/4/A                       NO.        ***
 S6.15/4/B                       NO.        ***
 S6.15/4/C                       NO.        ***
 S6.15/4/D                       NO.        ***
 S6.15/4/E                       NO.        ***
 S6.15/4/F                       NO.        ***
 S6.15/4/G                       NO.        ***
 S6.15/4/H                       NO.        ***
 S6.15/4/I                       NO.        ***
 S6.15/4/J                       NO.        ***
 S6.15/4/K                       NO.        ***
 S6.15/4/L                       NO.        ***
S6.15/4+1/A                      NO.        ***
S6.15/4+1/B                      NO.        ***
S6.15/4+1/C                      NO.        ***
S6.15/4+1/D                      NO.        ***
S6.15/4+1/E                      NO.        ***
S6.15/4+1/F                      NO.        ***
S6.15/4+1/G                      NO.        ***
S6.15/4+1/H                      NO.        ***
S6.15/4+1/I                      NO.        ***
S6.15/4+1/J                      NO.        ***
S6.15/4+1/K                      NO.        ***
S6.15/4+1/L                      NO.        ***
S6.15/4+2/A                      NO.        ***
S6.15/4+2/B                      NO.        ***
S6.15/4+2/C                      NO.        ***
S6.15/4+2/D                      NO.        ***
S6.15/4+2/E                      NO.        ***
S6.15/4+2/F                      NO.        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S6.15/4+2/G                      NO.        ***
 S6.15/5/A                      SUPER       ***
 S6.15/5/B                      ITEM        ***
 S6.15/7/A                       NO.        ***
 S6.15/7/B                       NO.        ***
 S6.15/7/C                       NO.        ***
 S6.15/7/D                       NO.        ***
 S6.15/7/E                       NO.        ***
 S6.15/7/F                       NO.        ***
 S6.15/7/G                       NO.        ***
 S6.15/7/H                       NO.        ***
 S6.15/7/I                       NO.        ***
 S6.15/7/J                       NO.        ***
 S6.15/7/K                       NO.        ***
 S6.15/7/L                       NO.        ***
S6.15/7+1/A                      NO.        ***
S6.15/7+1/B                      NO.        ***
S6.15/7+1/C                      NO.        ***
 S6.15/8/A                       NO.        ***
 S6.15/8/B                       NO.        ***
 S6.15/8/C                       NO.        ***
 S6.15/8/D                       NO.        ***
 S6.15/8/E                       NO.        ***
 S6.15/8/F                       NO.        ***
 S6.15/8/G                       NO.        ***
 S6.15/8/H                       NO.        ***
 S6.15/8/I                       NO.        ***
 S6.15/8/J                       NO.        ***
 S6.15/8/K                       NO.        ***
 S6.15/8/L                       NO.        ***
 S6.15/8/M                       NO.        ***
 S6.15/8/N                       NO.        ***
 S6.15/8/O                       NO.        ***
 S6.15/8/P                       NO.        ***
 S6.15/8/Q                       NO.        ***
 S6.15/8/R                       NO.        ***
 S6.15/8/S                       NO.        ***
 S6.15/8/T                       NO.        ***
S6.15/8+1/A                      NO.        ***
 S6.15/9/A                       NO.        ***
 S6.15/9/B                       NO.        ***
 S6.15/9/C                       NO.        ***
 S6.15/9/D                       NO.        ***
 S6.16/1/A                       NO.        ***
 S6.16/1/B                       NO.        ***
 S6.16/1/C                       NO.        ***
 S6.16/1/D                       NO.        ***
 S6.16/1/E                       NO.        ***
 S6.16/1/F                       NO.        ***
 S6.16/1/G                       NO.        ***
 S6.16/1/H                       NO.        ***
 S6.16/1/I                       NO.        ***
 S6.16/1/J                       NO.        ***
 S6.16/1/K                       NO.        ***
 S6.16/1/L                       NO.        ***
 S6.16/1/M                       NO.        ***
 S6.16/1/N                       NO.        ***
 S6.16/2/A                       NO.        ***
 S6.16/2/B                       NO.        ***
 S6.16/2/C                       NO.        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
S6.16/2/D                       ITEM        ***
S6.16/2/E                       ITEM        ***
S6.16/2/F                       ITEM        ***
S6.16/2/G                       ITEM        ***
S6.16/2/H                       ITEM        ***
S6.16/2/I                       ITEM        ***
S6.16/2/J                       ITEM        ***
S6.16/2/K                       ITEM        ***
S6.16/2/L                       ITEM        ***
S6.16/3/A                       ITEM        ***
S6.16/3/B                       ITEM        ***
S6.16/3/C                       ITEM        ***
S6.16/3/D                       ITEM        ***
S6.16/3/E                       ITEM        ***
S6.16/3/F                       ITEM        ***
S6.16/3/G                       ITEM        ***
S6.17/1/A                        RUN        ***
S6.17/1/B                        RUN        ***
S6.17/1/C                        RUN        ***
S6.17/1/D                        NO.        ***
S6.17/1/E                        NO.        ***
S6.17/1/F                        NO.        ***
S6.17/2/A                        NO.        ***
S6.17/2/B                        NO.        ***
S6.17/2/C                        NO.        ***
S6.17/2/D                        NO.        ***
S6.17/2/E                        NO.        ***
S6.17/2/F                       ITEM        ***
S6.18/1/A                       ITEM        ***
S6.19/1/A                       ITEM        ***
                                                       -----
                            To Summary of Tender        ***
                                                       -----

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>

 Item           Quantity        Unit        Rate         $
------------------------------------------------------------
 S7.1/1/A                        RUN        ***
 S7.1/1/B                        RUN        ***
 S7.2/1/A                       CUBE        ***
 S7.2/1/B                       CUBE        ***
 S7.2/1/C                       CUBE        ***
 S7.2/1/D                       CUBE        ***
 S7.2/1/E                        RUN        ***
 S7.2/1/F                        KG         ***
 S7.2/1/G                        KG         ***
 S7.2/1/H                       SUPER       ***
 S7.2/1/I                        RUN        ***
 S7.2/2/A                        RUN        ***
 S7.2/2/B                       SUPER       ***
 S7.2/2/C                        NO.        ***
 S7.2/2/D                        NO.        ***
 S7.3/1/A                       SUPER       ***
 S7.3/1/B                        RUN        ***
 S7.4/1/A                        RUN        ***
 S7.4/1/B                        RUN        ***
 S7.4/1/C                        RUN        ***
 S7.4/1/D                        RUN        ***
 S7.4/1/E                        NO.        ***
 S7.4/1/F                        RUN        ***
 S7.4/1/G                        NO.        ***
S7.4/1+1/A                       NO.        ***
S7.4/1+1/B                       NO.        ***
S7.4/1+1/C                       NO.        ***
 S7.5/1/A                        NO.        ***
 S7.5/1/B                        NO.        ***
 S7.5/1/C                        NO.        ***
 S7.5/1/D                        NO.        ***
 S7.5/1/E                        RUN        ***
 S7.5/1/F                        RUN        ***
 S7.5/2/A                        RUN        ***
 S7.5/2/B                        RUN        ***
 S7.5/2/C                        NO.        ***
 S7.5/2/D                        NO.        ***
 S7.5/2/E                        NO.        ***
 S7.6/1/A                        NO.        ***
 S7.6/1/B                        NO.        ***
 S7.6/1/C                        NO.        ***
 S7.6/1/D                        NO.        ***
 S7.6/1/E                        NO.        ***
 S7.6/1/F                        NO.        ***
 S7.6/1/G                        NO.        ***
 S7.6/1/H                        NO.        ***
 S7.6/1/I                        NO.        ***
 S7.6/1/J                        NO.        ***
 S7.6/1/K                        NO.        ***
 S7.6/2/A                        NO.        ***
 S7.6/2/B                        NO.        ***
 S7.6/2/C                        NO.        ***
 S7.7/1/A                        KG         ***
 S7.7/1/B                       ITEM        ***
 S7.7/1/C                        NO.        ***
 S7.7/1/D                        NO.        ***
 S7.7/2/A                        NO.        ***
 S7.7/2/B                        NO.        ***

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

[ILLEGIBLE]                              [ILLEGIBLE]

<PAGE>


  Item           Quantity         Unit           Rate              $
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S7.8/1/A                         SUPER           ***
S7.8/1/B                          RUN            ***
S7.8/1/C                         SUPER           ***
S7.8/1/D                          RUN            ***
S7.8/1/E                         SUPER           ***
S7.8/1/F                         SUPER           ***
S7.8/1/G                         SUPER           ***
S7.8/2/A                          RUN            ***
S7.8/2/B                          RUN            ***
S7.8/2/C                         SUPER           ***
S7.8/2/D                         SUPER           ***
S7.8/2/E                         SUPER           ***
S7.8/2/F                         SUPER           ***
S7.8/3/A                         SUPER           ***
S7.8/3/B                         SUPER           ***
S7.8/3/C                          NO.            ***
S7.8/3/D                          RUN            ***
S7.8/3/E                          RUN            ***
S7.9/1/A                         SUPER           ***
S7.9/1/B                          NO.            ***
S7.9/1/C                          NO.            ***
S7.9/1/D                          NO.            ***
S7.10/1/A                        SUPER           ***
S7.10/1/B                        SUPER           ***
S7.10/1/C                        SUPER           ***
S7.10/1/D                         RUN            ***
S7.10/1/E                         RUN            ***
S7.11/1/A                         NO.            ***
S7.11/1/B                         NO.            ***
S7.11/1/C                         NO.            ***
S7.11/1/D                         NO.            ***
S7.11/1/E                         NO.            ***
S7.11/1/F                         NO.            ***
S7.11/2/A                         NO.            ***
S7.11/2/B                         NO.            ***
S7.11/2/C                         NO.            ***
S7.11/2/D                         NO.            ***
S7.11/2/E                         NO.            ***
S7.11/4/A                         NO.            ***
S7.11/4/B                         NO.            ***
S7.11/4/C                         NO.            ***
S7.11/6/A                         RUN            ***
S7.11/6/B                         NO.            ***
S7.11/8/A                         RUN            ***
S7.11/8/B                         NO.            ***
S7.11/8/C                         NO.            ***
S7.12/1/A                         RUN            ***
S7.12/1/B                         RUN            ***
S7.12/1/C                         RUN            ***
S7.12/1/D                         RUN            ***
S7.12/1/E                         NO.            ***
S7.12/1/F                         NO.            ***
S7.12/1/G                         NO.            ***
S7.12/1/H                         NO.            ***
S7.12/1/I                         NO.            ***
S7.12/1/J                         NO.            ***
S7.12/1/K                         NO.            ***
S7.12/1/L                         NO.            ***
[ILLEGIBLE]                                      [ILLEGIBLE]

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<PAGE>

  Item           Quantity         Unit           Rate              $
----------------------------------------------------------------------
 S7.12/1/M                        NO.            ***
 S7.12/1/N                        NO.            ***
S7.12/1+1/A                       NO.            ***
S7.12/1+1/B                       NO.            ***
 S7.12/2/A                        NO.            ***
 S7.12/4/A                        NO.            ***
 S7.12/4/B                        NO.            ***
 S7.12/4/C                        NO.            ***
 S7.12/4/D                        NO.            ***
 S7.12/4/E                        NO.            ***
 S7.12/4/F                        NO.            ***
 S7.12/4/G                        NO.            ***
 S7.12/4/H                        NO.            ***
 S7.12/4/I                        NO.            ***
 S7.12/4/J                        NO.            ***
 S7.12/5/A                        NO.            ***
 S7.12/5/B                        NO.            ***
 S7.12/5/C                        NO.            ***
 S7.12/5/D                        NO.            ***
 S7.12/5/E                        NO.            ***
 S7.12/5/F                        NO.            ***
 S7.12/5/G                        NO.            ***
 S7.12/5/H                        NO.            ***
 S7.12/5/I                        NO.            ***
 S7.12/5/J                        NO.            ***
 S7.12/7/A                        NO.            ***
 S7.13/1/A                        RUN            ***
 S7.13/1/B                        RUN            ***
 S7.13/1/C                        RUN            ***
 S7.13/1/D                        RUN            ***
 S7.13/1/E                        RUN            ***
 S7.13/1/F                        RUN            ***
 S7.13/1/G                        NO.            ***
 S7.13/1/H                        NO.            ***
 S7.13/1/I                        NO.            ***
 S7.13/1/J                        NO.            ***
 S7.13/1/K                        NO.            ***
 S7.13/1/L                        RUN            ***
 S7.13/1/M                        NO.            ***
 S7.13/1/N                        NO.            ***
 S7.13/1/O                        NO.            ***
 S7.13/1/P                        NO.            ***
S7.13/1+1/A                       NO.            ***
S7.13/1+1/B                       NO.            ***
S7.13/1+1/C                       NO.            ***
S7.13/1+1/D                       RUN            ***
S7.13/1+1/E                       RUN            ***
S7.13/1+1/F                       RUN            ***
 S7.13/5/A                        NO.            ***
 S7.13/5/B                        NO.            ***
 S7.14/1/A                        NO.            ***
 S7.14/3/A                       SUPER           ***
 S7.14/3/B                       SUPER           ***
 S7.14/3/C                       SUPER           ***
 S7.14/3/D                       SUPER           ***
 S7.14/3/E                        NO.            ***
 S7.14/3/F                        NO.            ***
 S7.14/3/G                        NO.            ***
[ILLEGIBLE]                                      [ILLEGIBLE]

*** Certain information on this page has been omitted and filed separately with
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<PAGE>

   Item          Quantity         Unit           Rate              $
----------------------------------------------------------------------
 S7.14/3/H                        NO.            ***
 S7.14/3/I                        NO.            ***
 S7.14/3/J                        NO.            ***
 S7.14/3/K                        NO.            ***
 S7.14/3/L                        NO.            ***
S7.14/3+1/A                       NO.            ***
S7.14/3+1/B                      ITEM            ***
 S7.14/5/A                        NO.            ***
 S7.14/5/B                        NO.            ***
 S7.14/5/C                        NO.            ***
 S7.14/5/D                        NO.            ***
 S7.14/5/E                        NO.            ***
 S7.14/5/F                        NO.            ***
 S7.14/5/G                        NO.            ***
 S7.14/5/H                        NO.            ***
S7.14/5+1/A                       NO.            ***
S7.14/5+1/B                       NO.            ***
 S7.14/6/A                        NO.            ***
 S7.14/6/B                        NO.            ***
 S7.14/6/C                        NO.            ***
 S7.14/6/D                        NO.            ***
 S7.15/1/A                       ITEM            ***
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<PAGE>

  Item           Quantity         Unit           Rate              $
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S8.1/1/A                         SUPER           ***
S8.1/1/B                         SUPER           ***
S8.2/1/A                         CUBE            ***
S8.2/1/B                         CUBE            ***
S8.2/1/C                         CUBE            ***
S8.2/1/D                         CUBE            ***
S8.2/1/E                         CUBE            ***
S8.2/1/F                          KG             ***
S8.2/1/G                          KG             ***
S8.2/1/H                          KG             ***
S8.2/1/I                          KG             ***
S8.2/2/A                          KG             ***
S8.2/2/B                          KG             ***
S8.2/2/C                          KG             ***
S8.2/2/D                         SUPER           ***
S8.2/2/E                         SUPER           ***
S8.2/2/F                          RUN            ***
S8.2/2/G                          RUN            ***
S8.2/2/H                         SUPER           ***
S8.3/1/A                         SUPER           ***
S8.4/1/A                         ITEM            ***
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requested with respect to the omitted portions.

<PAGE>

 Item            Quantity         Unit           Rate              $
----------------------------------------------------------------------
S9/1/A                            SUM                             ***
S9/1/B                            SUM                             ***
S9/1/C                            SUM                             ***
S9/1/D                            SUM                             ***
S9/1/E                            SUM                             ***
S9/1/F                            SUM                             ***
S9/1/G                            SUM                             ***
S9/1/H                            SUM                             ***
S9/1/I                            SUM                             ***
S9/1/J                            SUM                             ***
S9/1/K                            SUM                             ***
S9/1/L                            SUM                             ***
S9/1/M                            SUM                             ***
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                                                                 -----

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<PAGE>

Item                            Description                             $
--------------------------------------------------------------------------

               SUMMARY OF TENDER

               FOR

               CONTRACT NO. PCC-TWS
               TAI WAI STATION, MA ON SHAN RAIL

               PUBLIC TRANSPORT INTERCHANGE AND PROPERTY
               DEVELOPMENT ENABLING WORKS CONSTRUCTION
               CONTRACT

               Schedule No.

               1.   PRELIMINARIES                                  24,806,470.00

               2.   BORED PILING                                  105,005,813.50

               3.   PILE CAPS, TIE BEAMS AND SUB-STRUCTURE
                    WORKS                                          23,024,401.75

               4.   COLUMNS AND PODIUM DECK                        40,178,405.97

               5.   PROPERTY DEVELOPMENT ENABLING WORKS            28,959,121.79

               6.   COVERED PUBLIC TRANSPORT INTERCHANGE           46,446,312.76

               7.   BUS OPERATOR OFFICE AND ASSOCIATED WORK         2,020,818.00

               8.   EXTERNAL WORKS                                    454,595.00

               9.   PROVISIONAL SUMS                               18,110,000.00
                                                                ----------------
               TOTAL CARRIED TO FORM OF TENDER                  $ 289,005,938.77
                                                                ----------------

               Signed:
                      -------------------------------
                        (With Company Chop)

               Date:
                    ---------------------------------

<PAGE>

                                  Attachment 2
                                       to
                             Letter of Clarification
                                       for
                      Contract No. PCC-TWS, Tai Wai Station


                (to Chun Wo Construction & Engineering Co. Ltd.)

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC37    Employer's Insurance

        (1)     Without limiting the Main Contractor's obligations, the Employer
                shall take out and maintain insurance for the benefit of and in
                the joint names of the Employer, the Main Contractor and his
                sub-contractors of any tier in respect of:

                (a)     the Works including, without limitation, all unfixed
                        goods, materials and other constituent parts forming or
                        intended to form part thereof and consumables delivered
                        to the Site;

                (b)     liability for the death of or injury to any person
                        (other than in the employment of the Main Contractor or
                        any of his sub-contractors) or loss of or damage to
                        property (other than the Works and/or consumables)
                        arising out of the execution of the Works; and

                (c)     liability in respect of "self-employed persons" or "sole
                        proprietors" involved in the execution of the Works,

                in the terms contained in the policies contained in Annex B,
                subject to any amendment required by the insurers other than as
                a result of default of the Employer.

        (2)     The Main Contractor shall comply with the terms of the policies
                referred to in sub-clause (1) of this Clause and shall:

                (a)     notify insurers and the Employer forthwith if an event
                        giving rise to an insurance claim under such policy
                        occurs;

                (b)     prepare and submit to insurers particulars of all claims
                        and do all things necessary to obtain proper settlement
                        of all insurance claims under such policy (including,
                        without limitation, those of its sub-contractors of any
                        tier) provided that if in the opinion of the Employer
                        the Main Contractor fails to pursue a claim with due
                        diligence, the Employer shall have the right,
                        exercisable on 14 (fourteen) day's notice, to assume
                        control over the preparation, submission and settlement
                        of any claim, subject always to having due regard to the
                        interests of the Main Contractor; and

                (c)     comply with any procedures issued by the Employer to the
                        Main Contractor in respect of the preparation and/or
                        submission of any insurance claim in respect of such
                        policies.

Date: 26 September 2002           SCC/40* of 47             Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC37    Employer's Insurance (Cont'd)

        (3)     All moneys payable under Section 1 of the policies referred to
                in sub-clause (1) of this Clause (Contractor's All Risks
                Insurance) exceeding HK$20,000,000 (Hong Kong Dollars twenty
                million) shall be, and the Main Contractor shall procure that
                they shall be, paid to the Employer who shall release any part
                thereof relating to claims of the Main Contractor to the Main
                Contractor within a reasonable time having regard to the
                progress of rectification of the loss or damage to which the
                claim relates.

        (4)     If and to the extent that the Employer receives money from the
                insurers in respect of any claim made by or on behalf of the
                Main Contractor or its subcontractors of any tier, the Employer
                shall make payment to the Main Contractor or the relevant
                sub-contractor, without unreasonable delay, of such moneys or
                the appropriate proportion thereof having regard to the extent
                to which the relevant loss or damage to which such insurance
                moneys relate has been rectified in accordance with Clause
                SC35(2) or SC35(6) of these Special Conditions.

        (5)     Any amounts not insured or not recovered under the policies
                referred to in subclauses (1)(a) and (1)(b) of this Clause
                including, without limitation, the amount of any deductibles
                (except for deductibles under the policy referred to in
                subclause (1)(c) of this Clause which shall be borne by the Main
                Contractor), shall be borne by the Main Contractor or the
                Employer in accordance with their respective responsibilities in
                accordance with Clause SC35 of these Special Conditions.

Date: 26 September 2002           SCC/41* of 47             Contract No. PCC-TWS

<PAGE>

                                  Attachment 3
                                       to
                             Letter of Clarification
                                       for
                      Contract No. PCC-TWS, Tai Wai Station


                (to Chun Wo Construction & Engineering Co. Ltd.)

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX B

                                INSURANCE POLICY

                                    Preamble

1.      In accordance with Clause SC37(1) of the Special Conditions, the
        Employer shall take out and maintain insurance policies for Contractor's
        All Risks and Third Party Liability and for liability in respect of
        "self-employed persons" or "sole proprietors" in the terms of the Policy
        Document provided herewith and with deductibles as stated therein.

2.      In addition, the Employer shall take out and maintain an Excess Third
        Party Liability Insurance to increase the overall coverage limit to a
        maximum of HK$1,000,000,000 (Hong Kong Dollars One Thousand Million) for
        any one occurrence/unlimited in the aggregate, during the period of the
        Project, following the same coverage otherwise as the Primary Third
        Party Liability, Section 2, of the policy provided herewith.

Date: 26 September 2002                 B/1**

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                       KOWLOON-CANTON RAILWAY CORPORATION

                                Property Division
                   Public Transport Interchange Projects along
                            the East Rail Extensions

                                     [LOGO]
                                       KCR
                              [CHINESE CHARACTERS]

                                Owner Controlled
                            Construction All Risks &
                         Third Party Liability Insurance
                        (Synopsis of OCIP Master Policy)

                                   Prepared by

                                  [LOGO OF AON]

                       Aon Risk Services Hong Kong Limited
                         21st Floor, Aon China Building
                             29 Queen's Road Central
                                    Hong Kong
                           Telephone: (852) 2861 6666
                           Facsimile: (852) 2862 4113

Date: 10 September 2002                 B/2*

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

            CONSTRUCTION ALL RISKS & THIRD PARTY LIABILITY INSURANCE

                                  THE SCHEDULE

POLICY NUMBER:  To Be Advised

THE INSURED:    Kowloon-Canton Railway Corporation as Owners and/or all
                Contractors and/or all Sub-Contractors of every tier and/or
                Consultants of every tier employed by the aforesaid Owners and
                Contractors all for their respective rights and interests

INSURED         Construction of the Kowloon-Canton Railway Corporation's East
PROJECTS:       Rail Extensions and such additional advance or related works as
                may be included within its scope including the Public Transport
                Interchanges along the East Rail Extensions.

INSURED         Each individual contract let separately within an Insured
CONTRACTS:      Project and including any supply and/or works orders issued in
                conjunction therewith and including such additional works as may
                be incorporated and all enabling works for future property
                developments.

TERRITORIAL     Anywhere within the Hong Kong Special Administrative Region that
LIMITS:         may be used in connection with the East Rail Extensions
                Programme.

PERIOD OF       1.      Construction Period of Insurance
INSURANCE:

                        From 1 August 2000 until 31 December 2004 and/or the
                        commencement of commercial operation of each of the
                        Insured Projects of the East Rail Extensions Programme
                        whichever is the later and,

                2.      Defects Liability Period of Insurance

                        12 months Defects Liability Period or landscape
                        establishment period or to the extent and terms defined
                        in each applicable contract separately.

                N.B.    Any extension in the Construction Period of Insurance
                        required by the Insured shall be automatically allowed
                        by the Insurer provided that such extension shall not
                        exceed 2 years. In the event that the construction
                        period for the main works exceeds 4 years and 5 months
                        an additional premium shall be mutually agreed but not
                        exceeding pro-rata of the originally agreed premium
                        rate.

INTEREST        Section One - Contract Works (Insured Property)
INSURED:
                All Works, temporary works, components, equipment, materials and
                goods for incorporation therein, rolling stock and works trains,
                spares, temporary buildings, office equipment and all other
                property or equipment of whatsoever nature or description (but
                excluding Contractors' plant and equipment and spare parts
                therefore) all being the property of the Insured or for which
                they

Date: 10 September 2002                 B/3*

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                may be responsible or hold themselves responsible at the site of
                the Insured Project or works or elsewhere within the Territorial
                Limits including whilst in Transit in connection with the
                Insured Projects.

                Section Two - Third Party Liability

                Indemnification of liabilities incurred by the Insured in the
                course of undertaking the Insured Projects as defined herein.

SUM INSURED:    Section One - Contract Works

                The Estimated Contract Sum

                Section Two - Third Party Liability

                HK$100,000,000 any one occurrence/unlimited in the aggregate
                during the Period of Insurance.

DEDUCTIBLES:    Section One - Contract Works

                (a)     HK$200,000 each and every loss arising out of storm,
                        tempest, typhoon, floodwater damage, subsidence,
                        landslide, collapse, earthquake or tsunami.

                (b)     HK$1,250,000 each and every loss arising out of design,
                        workmanship or materials.

                (c)     HK$75,000 each and every other loss in respect of
                        contracts with values at inception exceeding
                        HK$400,000,000.

                (d)     HK$45,000 each and every other loss in respect of
                        contracts with values at inception between
                        HK$400,000,000 and HK$100,000,000.

                (e)     HK$20,000 each and every other loss in respect of
                        contracts with values at inception below HK$100,000,000.

                Section Two - Third Party Liability

                (a)     HK$100,000 any one occurrence in respect of loss of or
                        damage to third party property arising out of
                        subsidence, collapse, vibration or removal of support or
                        other ground movement

                (b)     HK$100,000 or 50% of loss whichever is the greater of
                        the amount of loss or damage to any underground utility
                        services any one occurrence involving loss of or damage
                        to oil filled and/or fibre optic cables.

                (c)     HK$30,000 or 25% of loss any one occurrence in respect
                        of loss of or damage to other underground services

                (d)     HK$20,000 any one occurrence in respect of any other
                        loss of or damage to third party property

Date: 10 September 2002                 B/4*

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

EXCEPTIONS to Section 1 - Contractor's All Risks

1.      Loss or destruction of or damage to cash, banknotes, treasury notes,
        cheques, stamps, deeds, bonds, bills of exchange, promissory notes or
        securities.

2.      Loss or damage solely due to total or partial cessation of work against
        which the Insured shall have failed to take reasonable precautions to
        protect the Insured Property and to avoid or diminish the amount of such
        loss or damage.

3.      Consequential loss or penalties of any kind whatsoever including delay
        in completing negotiating or loss of contracts.

4.      The cost of normal upkeep or normal making good.

5.      Loss of any property by disappearance or by shortage where such loss is
        revealed only by the making of an inventory or periodic stocktaking.
        This exclusion shall apply to losses for which no explanation can be
        given and which show up only at the time of making an inventory or
        stocktaking. If a loss is discovered only at the time of making an
        inventory or stocktaking and it can be shown that such loss is due to a
        risk covered by the Policy, then the Insured shall be in no way
        prejudiced by this exclusion.

6.      Loss of or damage to any aircraft or hovercraft or any waterborne vessel
        or craft and plant permanently mounted thereon other than safety boats,
        other non-power driven craft not exceeding 12 metres in length and
        floating works and temporary works.

7.      Loss of or damage to contractors' equipment and mechanically propelled
        passenger or goods carrying vehicles used on the site including licenced
        road vehicles whether covered by any motor policy or not.

8.      Damage to or loss, deterioration or death of trees or other natural
        vegetation pre-existing on any site at the commencement of a contract or
        consequent upon transplanting but this exclusion shall not apply to
        physical loss or damage resulting from an accidental occurrence arising
        out of the undertaking of the works.

9.      The silting up of dredged areas nor for loss of or damage to underwater
        excavations, bedding material or other underwater fill, rock or
        protection caused by normal tide and current. In the context of the
        foregoing disturbance and consequent loss or damage caused by
        earthquake, tidal wave or tropical cyclone (defined as the hoisting of
        tropical cyclone signal No. 8 or higher by the Hong Kong Observatory)
        shall be accepted as abnormal and not excluded by the foregoing.

10.     Subsidence of reclaimed areas unless accidental.

11.     Any repairs or replacements necessitated solely by wasting wearing away
        or wearing out caused by or naturally resulting from ordinary use of
        working, rusting, corrosion or gradual deterioration of any part of an
        item of Insured Property, but this exclusion shall not apply to damage
        resulting from such causes to other Insured Property by this policy.

Date: 10 September 2002                 B/5*

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

12.     Any sea or air transit. However, this exclusion shall not apply to any
        such transits commencing and finishing within the Territorial Limits of
        the Hong Kong Special Administrative Region.

13.     The cost of pile casings or similar temporary works or temporary
        materials which may be abandoned or incapable of salvage after they have
        performed their original function.

14.     Any item of risk for which a Contractor is required to effect insurance
        as stated in his contract with the Kowloon-Canton Railway Corporation.

15.     Any increased costs of construction arising out of faulty setting out or
        similar difficulties of construction which increase the cost of
        completing the Insured Project. Provided that this exclusion shall not
        apply to actual damage to the Insured Property, howsoever caused.

16.     The amount(s) stated in the Deductibles Clause.

EXCEPTIONS to Section 2 - Third Party Liability

1.      Liability in respect of death of or bodily injury (including illness) to
        any person under a contract of employment or apprenticeship with an
        Insured Party and arising out of and in the course of such person's
        employment or service with such Insured party.

2.      Liability in respect of injury, illness, loss or damage or in connection
        with or arising from:

        a)      the use of mechanically propelled passenger or goods carrying
                vehicles used on the public highway not being constructional
                plant primarily intended for use in the Insured's construction
                activities on site or otherwise used as a tool of trade;

        b)      occurrences in respect of which liability is compulsorily
                insurable under any Road Traffic Act or similar legislation
                governing the use of motor vehicles.

3.      Liability for loss of or damage to the permanent or temporary works and
        or materials forming part of the Insured Projects executed or in the
        course of execution by the contractors in performance of the Contract
        during the period of contractors' work (other than any period of
        maintenance or defects liability period) and the plant equipment or any
        other property of the contractor and or any sub-contractor brought onto
        the site of the Contract for the purpose of such direct performance or
        use in the connection with the Contract.

4.      Liability resulting from, attributable to or caused by the ownership or
        possession of or use by the Insured of any aircraft or the navigation of
        any waterborne vessel or craft but this exclusion shall not apply to
        rowing boats, dinghies, workboats, safety boats, personnel boats
        (powered or unpowered), working rafts or other powered craft in any case
        not exceeding 12 meters in length and unless otherwise insured and
        whilst within Hong Kong territorial waters.

        Furthermore this exclusion shall not apply to the Works or temporary
        works whilst afloat except when they are attached to or under the
        control of and/or accidentally become detached from any tug, towing
        vessel or other marine craft.

Date: 10 September 2002                 B/6*

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

5.      Liability in respect of loss or damage to:

        a)      property belonging to or in the care, custody or control of the
                Insured (provided that in respect of any property being
                repaired, altered or maintained, this exclusion shall be limited
                to that part of the property being worked upon);

        b)      property in respect of which the Insured is indemnified under
                any other Policy;

        but these exclusions shall not apply to any such property after being
        taken into use by the owner.

6.      Liability assumed by the Insured under the terms of any contract or
        agreement which imposes upon the Insured liability which the Insured
        would not otherwise have incurred. (This exclusion shall not however
        apply to any contract described in the Schedule nor any contract or
        agreement for site access or the hire of plant or supply of materials or
        any agreement necessarily entered into in connection with the
        performance of the contract described in the Schedule with any public
        authority, local or central or government body or similar authority, nor
        any other contracts advised to and agreed by the Insurers).

7.      Liability arising out of:

        a)      bodily injury or loss of or damage to or loss of use of property
                directly or indirectly caused by seepage pollution or
                contamination provided always that this paragraph (a) shall not
                apply to liability for bodily injury or loss of or physical
                damage to or destruction of tangible property or loss of use of
                such property damaged or destroyed where such seepage pollution
                or contamination is caused by a sudden unintended and unexpected
                happening during the period of this insurance.

        b)      the cost of removing nullifying or cleaning-up seeping polluting
                or contaminating substances unless the seepage pollution or
                contamination is caused by a sudden unintended and unexpected
                happening during the period of this insurance.

8.      Liability in respect of penalty sums fines or liquidated damages payable
        by the Insured in respect of delay or non-completion which attaches
        solely because of liability in the Insured's contract or agreement.

9.      Liability arising out of negligence neglect error or omissions on the
        part of the Insured in the conduct and execution of their professional
        activities and duties except where such negligence neglect error or
        omission results in third party death, bodily injury and/or damage to
        property.

10.     The amount(s) stated in the Deductibles Clause.

Date: 10 September 2002                 B/7*

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

GENERAL EXCEPTIONS to All Sections

The Indemnity provided by this Policy shall not apply to nor include:-

1.      Radioactive Contamination Exclusion Clause

        Indemnity for:

        a)      any loss destruction or damage to any property whatsoever or any
                loss or expense whatsoever resulting or arising therefrom or any
                consequential loss;

        b)      any legal liability of whatsoever nature;

        directly or indirectly caused by or contributed to by or arising from:

        i)      ionising radiations or contamination by radioactivity from any
                nuclear fuel or from any nuclear waste from the combustion of
                nuclear fuel.

        ii)     nuclear weapon materials.

        For the purpose of this exclusion only combustion shall include any
        self-sustaining process of nuclear fission.

2.      War etc Risks Exclusion Clause

        Loss, damage or liability directly or indirectly occasioned by happening
        through or in consequence of war, invasion, acts of foreign enemies,
        hostilities (whether war be declared or not), civil war, rebellion,
        revolution, insurrection, military or usurped power or confiscation,
        commandeering, requisition or destruction or damage by order of any
        Government de jure or de facto or by any public authority.

        Notwithstanding this war exclusion clause, the Insurance shall cover
        loss or damage:

        a)      caused by missiles and/or mines and/or bombs and/or other
                explosives not discovered at the moment of commencement of the
                work on any part of the Insured Projects hereunder, so long as
                no state of war exists in which the country where the subject
                matter insured will be erected is involved;

        b)      caused by strikes, locked-out workmen or persons taking part in
                labour disturbances, riots or civil commotions or persons acting
                maliciously;

        c)      caused by shells and/or other missiles fired from military
                training grounds and/or dropped from military planes (in
                peacetime).

Date: 10 September 2002                 B/8*

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                       Kowloon-Canton Railway Corporation

                                Property Division
                      Public Transport Interchange Projects

                                     [LOGO]
                                       KCR
                              [CHINESE CHARACTERS]

                        Construction Liability Insurance
                              (Synopsis of Policy)

                                   Prepared by

                                  [LOGO OF AON]

                       Aon Risk Services Hong Kong Limited
                         21st Floor, Aon China Building
                             29 Queen's Road Central
                                    Hong Kong
                           Telephone: (852) 2861 6666
                           Facsimile: (852) 2862 4113

Date: 26 September 2002                 B/9

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                        CONSTRUCTION LIABILITY INSURANCE

                                  THE SCHEDULE

POLICY NUMBER:  To Be Advised

THE INSURED:    (a)     Kowloon-Canton Railway Corporation and/or West Rail
                        Property Development Limited and/or associated and/or
                        affiliated and/or subsidiary companies as the Principal.

                (b)     All contractors and/or sub-contractors of any tier
                        and/or Consultants for their site activities only and/or
                        persons providing goods and services and/or other
                        parties involved in connection with the undertaking of
                        the contracts and/or their joint venture partners for
                        their respective rights and interests.

INSURED         The development and construction of Public Transport Interchange
PROJECTS:       along the West Rail and East Rail Extension of Kowloon-Canton
                Railway Corporation.

INSURED         All contracts of enabling works, foundation, construction,
CONTRACTS:      development, decoration, maintenance, improvement and/or
                renovation, building services, mechanical and electrical works
                and all ancillary contracts relating to the Insured Projects
                awarded by the Principal.

TERRITORIAL     On or about the site of the Insured Projects including any work
LIMITS:         or areas used by the Insured in performance of the works,
                including site offices, worksites, fabrication and casting yards
                anywhere within the Territory of the Hong Kong Special
                Administrative including whilst in transit or temporarily stored
                away from the sites in connection with the Insured Contracts.

PERIOD OF       (a)     Construction Period
INSURANCE:
                        The duration of each contract period (subject to maximum
                        X months) estimated from June 2002 to June 2007

                (b)     Defects Liability Period

                        12 months Defects Liability Period or to the extent and
                        terms as stated in each applicable contract separately
                        in respect of Insured Contracts as defined which
                        commence during the Inception Period of this policy.

INTEREST        Legal Liability of the Insured to third parties in respect of
INSURED:        accidental personal injury and/or property damage arising out of
                the Insured Projects, including liability to "Self-employed
                Persons" or "Sole Proprietors" involving in the performance of
                the Insured Contracts.

LIMIT OF        HK$100,000,000 any one accident but in aggregate for the period
INDEMNITY:      of insurance for Vibration, Removal or Weakening of Support and
                Principal's Existing Property

Date: 26 September 2002                 B/10

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

JURISDICTION:   Hong Kong Special Administrative Region

SPECIAL         1.      Safety Precautions
CONDITIONS:     2.      Asbestos Exclusion
                3.      90 Days Cancellation Condition
                4.      Final Declaration Clause
                5.      This policy will act as a "Difference-in-Conditions" and
                        "Difference-in-Limits" policy on top of the Construction
                        All Risks and Third Party Liability (OCIP) policy
                        effected by KCRC

DEDUCTIBLES:    (a)     50% of adjusted loss amount, minimum HK$500,000 anyone
                        accident for damage to oil filled and/or fiber optic
                        cables

                (b)     25% of adjusted loss amount, minimum HK$250,000 anyone
                        accident for water damage to third party property,
                        Vibration, Removal or Weakening of Support, Principal's
                        Property and/or any underground utility services other
                        than item (a) as described above

                (c)     5% of adjusted loss amount, minimum HK$100,000 for all
                        other kind of losses (including third party property
                        damage and/or third party bodily injury)

Date: 26 September 2002                 B/11

<PAGE>

                                  Attachment 4
                                       to
                             Letter of Clarification
                                       for
                      Contract No. PCC-TWS, Tai Wai Station


                (to Chun Wo Construction & Engineering Co. Ltd.)

<PAGE>

SPECIFICATION - PRELIMINARIES

                          SPECIFICATION - PRELIMINARIES

1.0     NOT USED

2.0     SITE, ACCESS AND WORKS

2.01    Site of the Works

        The Site of the Works is part of the Tai Wai Station Property
        Development site. Boundaries of the Site is delineated in the Contract
        Drawings.

        The Main Contractor is to note that the existing Public Transport
        Interchange (PTI) in the vicinity of the Site will be in operation
        throughout the Contract period and he must take extreme care not to
        interrupt or disrupt in any way or at any time the operation of the
        existing PTI.

2.02    Possession of Site and Completion

        Possession of Site shall be given to the Main Contractor on the Date for
        Possession as stated in the Appendix to the Conditions of Contract.

        The Main Contractor shall be aware that the testing and commissioning by
        the Government authorities will involve a number of Government
        departments and the bus operator(s), which shall include at a minimum
        those departments as listed in the Annex VI of the PTI Technical
        Schedule and therefore, substantial time for testing and commissioning
        shall be allowed. Rectification of defects as spotted during the testing
        and commissioning process shall be completed before handover or a time
        to be agreed. No claim on time and cost so incurred will be entertained.

        The Main Contractor shall complete the whole of the Works on or before
        the Date for Completion as stipulated in the Appendix to the Condition
        of Contract. In particular, the Main Contractor shall complete and hand
        over the Public Transport Interchange to the Government for operation on
        or before the Date for Completion to match the operation of Tai Wai
        Station, Ma On Shan Rail.

        The Main Contractor shall allow for the 2 nos. existing tower cranes of
        the TCC400 contractor to be removed no later than 31 December 2002. The
        Main Contractor shall also coordinate with the TCC400 contractor and
        allow his workers to access and operate the tower cranes and for removal
        of the tower cranes as necessary.

2.03    Accept Site as Found

        The Main Contractor shall accept the Site as found on the Date for
        Possession and at his own expense clear the Site of any debris which may
        have been left on the site. For the purpose of this clause, this shall
        include, without limitation, any works being completed by other
        contractors both above or under ground.

        The Main Contractor shall also refer to the drawing no. A/P/CP/01
        regarding the existing site condition and other requirement imposed in
        this Contract.

<PAGE>

SPECIFICATION - PRELIMINARIES

2.08    Public Sewer and Drainage

        The Main Contractor shall at his own cost carry out any test and/or
        inspection as he sees fit to satisfy himself of the condition and proper
        functioning of all public sewer and drainage on or around the Site on
        the date of taking possession of the Site. He shall thereafter maintain
        in good working condition at all times such public sewer and drainage,
        including without limitation, cleaning and de-silting from time to time
        during the Contract period, and make good and rectify all blockage and
        damages that may be caused by his works.

2.09    Site Investigation Information

        The Main Contractor will be permitted to inspect any trial holes and any
        open excavations that may have been made in connection with other works.
        He may, on request to the Architect, consult the reports of any soil
        investigation that may have been carried out. The Main Contractor must
        understand that all such information is given without express or implied
        guarantee and/or warranty as to its completion and accuracy. No claim
        for additional payment or extensions of time from the Main Contractor on
        the grounds that information given in such reports or obtained from the
        excavations on Site is incorrect or misleading, will be entertained.

        The Main Contractor shall be deemed to be aware of, to have accepted and
        to have allowed for all risks arising out of any unfavourable or
        difficult sub-strata conditions or any obstructions whether foreseeable
        or unforeseeable and natural, or manmade.

2.10    Not Used

2.11    Works under Other Contracts

        During the Contract period, there will be other contractors (not limited
        to TCC400 and TCC200 contractors employed by the Corporation) carrying
        out their works simultaneously adjacent to the Site. The Main Contractor
        shall allow for all extra cost and time in the Contract Sum due the
        working of other contractors in close proximity with the Works under
        this Contract and no claim whatsoever in connection with the same with
        be entertained by the Corporation.

        The Main Contractor shall refer to the Appendices F and G attached to
        the Architectural Section of the Particular Specification. The five
        drawings appended to the said Appendix G are only for identification of
        the Zones X, Y & Z mentioned therein. The "Property Development
        Contractor" mentioned in the said Appendix F and the "Property Works
        Contractor" mentioned in the said Appendix G shall mean the Main
        Contractor under this Contract. The Main Contractor shall coordinate
        with the TCC200 and TCC400 contractors when and where necessary,
        including but not limited to satisfying the interface specifications as
        spelt out in the said Appendices F and G.

<PAGE>

SPECIFICATION - PRELIMINARIES

                Appendix B - Requirements of Site Safety for Works within TCC400
                             /TCC200 Site Area
                Appendix C - Technical Schedule for Public Transport Interchange
                             Adjacent to KCR Tai Wai Station
                Appendix D - Short Term Tenancy Agreement
                Appendix E - Hoarding Graphics
                Appendix F - Appendix F of TCC200 Contract regarding Project
                             Contractor and Appendix G of TCC200 Contract
                             regarding Interface Specification between TCC200
                             and TCC400
                Appendix G - Appendix G of TCC400 Contract regarding Interface
                             Specification between TCC400 and Property
                             Contractor
                Appendix H - Main Contractor's responsibility with regard to
                             requirements under PTI Technical Schedule

                and the following Appendices attached to the end of E&M
                Sections :-

                Appendix 1   Government General Requirement for PTI
                Appendix 2   Model Form of submission
                Appendix 3   Schedule of Documents/Working Drawings Submission
                Appendix 4   ASD's Standard Drawing
                Appendix 5   Equipment Schedule

        (ii)    The General Specification.

<PAGE>

SPECIFICATION - PRELIMINARIES

8.07    Programme of Work

        (i)     Within two weeks of award of the Contract the Main Contractor
                shall submit to the Architect in accordance with the
                Specification:

                (a)     the works programme;

                (b)     the monthly progress reports; and

                (c)     such other programmes, schedules and reports as may be
                        identified in the Specification or instructed.

        (ii)    The review without objection of any of the documents referred to
                in Clause 8.07(i)(or any amendment thereof from time to time)
                shall not:

                (a)     if the document indicates that the Date for Completion
                        has not or will not be met, constitute any form of
                        acknowledgement that the Main Contractor is or may be
                        entitled to an extension of time in relation to such
                        Date for Completion; and

                (b)     without prejudice to the generality of any other
                        provision of the Contract, imply that any programme is
                        feasible, suitable or appropriate.

        (iii)   Once a month, or at such other intervals required by the
                Architect, the Main Contractor shall review and update the works
                programme. Two copies of the revised works programme shall be
                submitted to the Architect clearly indicating the state of
                progress of the Works and the revisions necessary to achieve
                completion by the relevant Date for completion.

        (iv)    No provision or reference in any of the documents referred to in
                Clause 8.07 (i) shall constitute a notice for the purpose of any
                of the provisions of the Contract.

        (v)     Any failure by the Main Contractor to work in accordance with
                the works programme shall be deemed to be a breach of Clause
                SC20 Sub-clause 20.1 of the Special Conditions of Contract
                unless the Main Contractor can prove to the contrary.

        (vi)    The submission to and review without objection by the Architect
                of such programme (and revisions if applicable) shall not
                relieve the Main Contractor of any of his duties or
                responsibilities under the Contract.

        (vii)   Without prejudice to the obligations of the Main Contractor, the
                Main Contractor shall not be entitled to any claim for time
                and/or cost if the required permits for felling and/or
                transplanting of trees affecting the Works are available within
                3 months from the Date for Possession.

8.08    Order of Work

        Subject to the Architect's confirmation regarding any question relating
        to structural or technical matters for which the Architect is finally
        responsible, the Main Contractor shall be guided by the Architect in
        arranging the order of works with a view to avoiding delay or expediting
        the completion of the Contract or to making up for time lost as
        ascertained by reference to the programme and progress schedules
        prepared under the Clause 8.07 of the Specification Preliminaries and
        agreed between the Main Contractor, and the Architect from time to time.

<PAGE>

SPECIFICATION - PRELIMINARIES

        Plans which purport to show lines and positions of public utility and
        communications services may be inspected by prior written application at
        the Employer's office. However no guarantee will be given as to their
        accuracy and it is the responsibility of the Main Contractor to fully
        investigate all utilities on Site immediately on possession of the Site
        and provide due allowances for making arrangements for the necessary
        diversions thereof.

        The Main Contractor shall exercise the greatest care during the progress
        of the Works to avoid damage to or interference with any utility
        services within the limits of the Site and shall be responsible for any
        such damage caused by him or his agents directly or arising indirectly
        from anything done or omitted to be done. The Main Contractor shall
        carry out all temporary works necessary to adequately support and
        protect such services.

8.26    Disturbance to Neighbouring Development

        The Main Contractor's attention is drawn to the location of the Site and
        its proximity to adjacent development/construction activities and he
        shall so arrange his work programme as to cause the minimum of nuisance,
        noise or any other disturbance or inconvenience to such neighbouring
        development/construction activities or thereof or to traffic on
        surrounding roads and other public roads leading therefrom.

        The Main Contractor shall regularly spray areas within the Site likely
        to create dust with water. Where ordered by the Architect, the Main
        Contractor shall spray or cover loads in transit to and from the Site.

        All plant and equipment used by the Main Contractor shall be operated
        and maintained in such manner so as to minimise the emission of smoke
        and obnoxious fumes, and shall be effectively "sound reduced" by means
        of silencers, mufflers, acoustic sheds or screens or to the satisfaction
        of the Architect.

        Notwithstanding the provisions of Clause 8.10 in these Specification -
        Preliminaries (Working Hours) the Architect may stop all work between
        the hours of 7 p.m. and 8 a.m. on any night or at any time of the day on
        Sundays or public holidays if this clause is not complied with and no
        claims whatever will be entertained for any financial or time loss
        arising out of such stoppage.

8.27    Site Operations

        The Main Contractor shall in the course of carrying out of the Works
        take full responsibility for the adequate stability and safety of all
        operations on the Site other than those of Specialist Contractors
        employed direct by the Employer and utilities companies and have full
        regard for the safety of all persons on the Site.

        The Main Contractor shall comply with the Building Ordinance,
        Construction Site (Safety) Regulations, Labour Department Regulations,
        E.M.S.D. Regulations, Factories and Industrial Undertakings (Safety
        Officers and Safety Supervisors) Regulations and all other statutory
        requirements regarding safety on construction sites.

        The Main Contractor shall satisfy Buildings Department's requirement
        that excavation works within 2m from the existing railway structures,
        including the TCC200 and TCC400 structures, shall not be carried out by
        heavy machines.

<PAGE>

                                  Attachment 5
                                       to
                             Letter of Clarification
                                       for
                      Contract No. PCC-TWS, Tai Wai Station


                (to Chun Wo Construction & Engineering Co. Ltd.)

<PAGE>

                          [MAP OF EAST RAIL EXTENSIONS]

<PAGE>

                          [MAP OF EAST RAIL EXTENSIONS]

<PAGE>

                          [MAP OF EAST RAIL EXTENSIONS]

<PAGE>

                          [MAP OF EAST RAIL EXTENSIONS]

<PAGE>

                          [MAP OF EAST RAIL EXTENSIONS]

<PAGE>

                                  Attachment 6
                                       to
                             Letter of Clarification
                                       for
                      Contract No. PCC-TWS, Tai Wai Station


                (to Chun Wo Construction & Engineering Co. Ltd.)

<PAGE>

                                      [MAP]

<PAGE>

                                  [FLOOR PLAN]

<PAGE>

                                      [MAP]

<PAGE>

                                    CONTRACT
                                   CONDITIONS

<PAGE>

                                     [LOGO]
                                       KCR
                              [CHINESE CHARACTERS]

                       KOWLOON-CANTON RAILWAY CORPORATION
                                PROPERTY DIVISION

                              CONTRACT NO. PCC-TWS
                        TAI WAI STATION, MA ON SHAN RAIL

                        PUBLIC TRANSPORT INTERCHANGE AND
                       PROPERTY DEVELOPMENT ENABLING WORKS
                              CONSTRUCTION CONTRACT

                             CONDITIONS OF CONTRACT

<PAGE>

GENERAL CONDITIONS OF CONTRACT

                         GENERAL CONDITIONS OF CONTRACT

                                                            Contract No.-PCC-TWS

<PAGE>

                      Agreement & Schedule of Conditions of
                                Building Contract
                            for use in the Hong Kong
                          Special Administrative Region

                       Standard Form of Building Contract
                      Private Edition -- Without Quantities

<PAGE>

PRIVATE EDITION (WITHOUT QUANTITIES)

ARTICLES OF AGREEMENT

made the _____________________________day of _____________________________2003
between Kowloon-Canton Railway Corporation of (or whose registered office is
situate at) KCRC House, No. 9 Lok King Street, Fo Tan, Sha Tin, N.T., Hong Kong
(hereinafter called 'the Employer') of the one part and Chun Wo Construction &
Engineering Co. Ltd. of (or whose registered office is situate at) C2, 5/F.,
Hong Kong Spinners Industrial Building, 601-603 Tai Nam West Street, Cheung Sha
Wan, Kowloon (hereinafter called 'the Main Contractor') of the other part.
Whereas the Employer is desirous of* Public Transport Interchange and Property
Development Enabling Works (hereinafter called 'the Works') at Tai Wai Station,
Ma On Shan Rail and showing and describing the work to be done to be prepared by
or under the direction of Ronald Lu & Partners (HK) Limited of 22nd Floor, Wu
Chung House, 213 Queen's Road East, Wanchai, Hong Kong his Architect ___________

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

----------
 * State nature of Intended Works.
** It is important that the document to be used as Specification should be
   marked "A".

                                                                               1

<PAGE>

                And Whereas the said Drawings as enumerated within the
                Specification (hereinafter referred to as 'the Contract
                Drawings') and the Specification (   hereinafter referred to as
                'the Specification') have been signed by or on behalf of the
                parties hereto And Whereas the Main Contractor has made an
                estimate of the sum which he will require for carrying out the
                said work;

REFER SPECIAL CONDITIONS OF CONTRACT FOR
AMENDMENT

                Now it is hereby agreed as follows:
                1       For the consideration hereinafter mentioned the Main
                Contractor will upon and subject to the Conditions annexed
                hereto carry out and complete the Works shown upon the Contract
                Drawings and described by or referred to in the Specification
                and in the said Conditions.

                2       The Employer will pay to the Main Contractor the sum of
                Hong Kong Dollars Two Hundred and Eighty Nine Million Five
                Thousand Nine Hundred and Thirty Eight and Seventy Seven Cents
                (HK$ 289,005,938.77) (hereinafter referred to as 'the Contract
                Sum') or such other sum as shall become payable hereunder at the
                times and in the manner specified in the said Conditions.

REFER SPECIAL CONDITIONS OF CONTRACT FOR
AMENDMENT

                3       The term 'the Architect' in the said Conditions shall
                mean the said Ronald Lu & Partners (HK) Ltd. Of 22nd Floor, Wu
                Chung House, 213 Queen's Road East, Wanchai, Hong Kong or, in
                the event of his death or ceasing to be the Architect for the
                purpose of this Contract, such other person as the Employer
                shall nominate for that purpose, not being a person to whom the
                Main Contractor shall object for reasons considered to be
                sufficient by an arbitrator appointed in accordance with clause
                35 of the said Conditions. Provided always that no person
                subsequently appointed to be the Architect under this Contract
                shall be entitled to disregard or overrule any certificate or
                opinion or decision or approval or instruction given or
                expressed by the Architect for the time being.

REFER SPECIAL CONDITIONS OF CONTRACT FOR
AMENDMENT

                4[A]    The term 'the Quantity Surveyor' in the said Conditions
                shall mean Davis Langdon & Seah Hong Kong Limited of Room 2101
                Leighton Centre, 77 Leighton Road, Causeway Bay, Hong Kong or,
                in the event of his death or ceasing to be the Quantity Surveyor
                for the purpose of this Contract, such other person as the
                Employer shall nominate for that purpose, not being a person to
                whom the Main Contractor shall object for reasons considered to
                be sufficient by an arbitrator appointed in accordance with
                clause 35 of the said Conditions.

REFER SPECIAL CONDITIONS OF CONTRACT FOR
AMENDMENT

----------
* Article 4 [A] is to apply where a Quantity Surveyor Is appointed, and Article
  4 [B] is to apply where no Quantity Surveyor is appointed. Therefore complete
  whichever is appropriate and delete the alternative.

2

<PAGE>

IN WITNESS whereof this Articles of Agreement has been executed as a deed the
day and year first above written.

THE SEAL of THE KOWLOON-CANTON                         )
RAILWAY CORPORATION is hereunto affixed                )
by authority of the Managing Board; and signed by      )


-----------------------------                          -------------------------
Authorised Signature                                   Authorised Signature

In the presence of:-


-----------------------------                          -------------------------
Witness                                                Witness

THE COMMON SEAL of                                     )
CHUN WO CONSTRUCTION &                                 )
ENGINEERING CO. LTD.                                   )
was affixed hereto                                     )
in the presence of:                                    )


-----------------------------
Mr. Kwok Yuk Chiu, Clement
Managing Director

<PAGE>

        INDEX

<TABLE>
<CAPTION>
Clause No.                                                                               Page
   <S>                                                                                     <C>
    1   Main Contractor's Obligations...................................................    5
    2   Architect's Instructions........................................................    5
    3   Contract Documents..............................................................    6
    4   Statutory Obligations, Notices, Fees and Charges................................    6
    5   Levels and Setting out of the Works.............................................    7
    6   Materials, Goods and Workmanship to Conform to Description, Testing
        and Inspection..................................................................    7
    7   Royalties and Patent Rights.....................................................    8
    8   Foreman-in-Charge...............................................................    8
    9   Access for Architect to the Works...............................................    8
   10   Clerk of Works..................................................................    8
   11   Variations, Provisional and Prime Cost Sums.....................................    8
   12   Quality and Quantity of the Work................................................   10
   13   Contract Sum....................................................................   10
   14   Materials and Goods, Unfixed or Off-site........................................   11
   15   Practical Completion and Defects Liability......................................   11
   16   Sectional Completion............................................................   11
   17   Assignment or Sub-letting.......................................................   13
   18   Injury to Persons and Property and Employer's Indemnity.........................   13
   19   Insurance against Injury to Persons and Property................................   13
   20   Insurance of the Works against Fire, etc........................................   15
   21   Possession, Completion and Postponement.........................................   16
   22   Damages for Non-completion......................................................   17
   23   Extension of Time...............................................................   17
   24   Loss and Expense Caused by Disturbance of Regular Progress of the
        Works...........................................................................   18
   25   Determination by Employer.......................................................   19
   26   Determination by Main Contractor................................................   20
   27   Nominated Sub-Contractors.......................................................   22
   28   Nominated Suppliers.............................................................   26
   29   Artists and Tradesmen...........................................................   27
   30   Certificates and Payments.......................................................   29
   31   Surety Bond.....................................................................   30
   32   Outbreaks of Hostilities........................................................   31
   33   War Damage......................................................................   31
   34   Antiquities.....................................................................   32
   35   Arbitration.....................................................................   33
   36   Fluctuation in Wage Rates.......................................................   34
        Appendix........................................................................   36
</TABLE>

4

<PAGE>

        THE CONDITIONS HEREINBEFORE REFERRED TO:

1       Main Contractor's Obligations

                                        Main Contractor's Obligations

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

2       Architect's Instructions

        (1)     The Main Contractor shall (subject to sub-clauses (2) and (3) of
        this Condition) forth with comply with all instructions issued to him by
        the Architect in regard to any matter in respect of which the Architect
        is expressly empowered by these Conditions to issue instructions. If
        within seven days after receipt of a written notice from the Architect
        requiring compliance with an instruction the Main Contractor does not
        comply therewith, then the Employer may employ and pay other persons to
        execute any work whatsoever which may be necessary to give effect to
        such instruction and all costs incurred in connection with such
        employment shall be recoverable from the Main Contractor by the Employer
        as a debt or may be deducted by him from any monies due or to become due
        the Main Contractor under this Contract.

                                        Architect's Instructions

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

        (2)     Upon receipt of what purports to be an instruction issued to him
        by the Architect the Main Contractor may request the Architect to
        specify in writing the provision of these Conditions which empowers the
        issue of the said instruction. The Architect shall forthwith comply with
        any such request, and if the Main Contractor shall thereafter comply
        with the said instruction (neither party before such compliance having
        given to the other a written request to concur in the appointment of an
        arbitrator under clause 35 of these Conditions in order that it may be
        decided whether the provision specified by the Architect empowers the
        issue of the said instruction), then the issue of the same shall be
        deemed for all the purposes of this Contract to have been empowered by
        the provision of these Conditions specified by the Architect in answer
        to the Main Contractor's request.

        (3)     All instructions issued by the Architect shall be issued in
        writing. Any instruction issued orally shall be of no immediate effect,
        but shall be confirmed in writing by the Main Contractor to the
        Architect within seven days, and if not dissented from in writing by the
        Architect to the Main Contractor within seven days from receipt of the
        Main Contractor's confirmation shall take effect as from the expiration
        of the latter said seven days.

        Provided always:

                (a)     That if the Architect within seven days of giving such
                        an oral instruction shall himself confirm the same in
                        writing, then the Main Contractor shall not be obliged
                        to confirm as aforesaid, and the said instruction shall
                        take effect as from the date of the Architect's
                        confirmation, and

                (b)     That if neither the Main Contractor nor the Architect
                        shall confirm such an oral instruction in the manner and
                        at the time aforesaid but the Main Contractor shall
                        nevertheless comply with the same, then the Architect
                        may confirm the same in writing at any time prior to the
                        issue of the Final Certificate, and the said instruction
                        shall thereupon be deemed to have taken effect on the
                        date on which it was issued.

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

                                                                               5

<PAGE>

3       Contract Documents

        (1)     The Contract Drawings, the Specification and the Schedule of
        Rates hereinafter referred to shall remain in the custody of the
        Architect or of the Quantity Surveyor so as to be available at all
        reasonable times for the inspection of the Employer or of the Main
        Contractor.

Contract Documents

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

        (3)     As and when from time to time as may be necessary the Architect
        without charge to the Main Contractor shall furnish him with two copies
        of such drawings or details as are reasonably necessary either to
        explain and amplify the Contract Drawings or to enable the Main
        Contractor to carry out and complete the Works in accordance with these
        Conditions.

        (4)     The Main Contractor shall keep one copy of the Contract
        Drawings, one copy of the Specification, and one copy of the drawings
        and details referred to in sub-clause (3) of this Condition upon the
        Works so as to be available to the Architect or his representative at
        all reasonable times.

        (5)     Upon final payment under clause 30 (6) of these Conditions the
        Main Contractor shall, if so requested by the Architect, forthwith
        return to the Architect all drawings, details, specifications,
        descriptive schedules and other documents of a like nature which bear
        his name.

        (6)     None of the documents hereinbefore mentioned (except the
        Schedule of Rates) and no bill of quantities or other statement as to
        quantities of work at any time supplied to or by the Main Contractor
        shall be used by him for any purpose other than this Contract and
        neither the Employer, the Architect nor the Quantity Surveyor shall
        divulge or use except for the purposes of this Contract any of the rates
        in the Schedule of Rates.

        (7)     Any certificate to be issued by the Architect under these
        Conditions shall be issued o the Main Contractor.

4       Statutory Obligations, Notices, Fees and Charges

        (1)     The Main Contractor shall comply with and give all notices
        required by any Act or Ordinance of Government, any instrument, rule or
        order made under any Act or Ordinance of Government, or any regulation
        or byelaw of any local authority or of any statutory undertaker which
        has any jurisdiction with regard to the Works or with whose systems the
        same are or will be connected. The Main Contractor before making any
        variation from the Contract Drawings or the Specification necessitated
        by such

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

Statutory Obligations, Notices, Fees and
Charges

6

<PAGE>

4       Statutory Obligations, Notices, Fees and Charges (Cont'd)

        compliance shall give to the Architect a written notice specifying and
        giving the reason for such variation and the Architect may issue
        instructions in regard thereto. If within seven days of having given the
        said written notice the Main Contractor does not receive any
        instructions in regard to the matters therein specified, he shall
        proceed with the work conforming to the Act or Ordinance of Government,
        instrument, rule, order, regulation or byelaw in question and any
        variation thereby necessitated shall be deemed to be a variation
        required by the Architect.

        (2)     The Main Contractor shall pay and indemnify the Employer against
        liability in respect of any fees or charges (including any rate or
        taxes) legally demandable under any Act or Ordinance of Government, any
        instrument, rule or order made under any Act or Ordinance of Government,
        or any regulation or byelaw of any local authority or of any statutory
        undertaker in respect of the Works.

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

5       Levels and Setting Out of the Works

                                        Levels and Setting out of the Works

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

6       Materials, Goods and Workmanship to Conform to Description, Testing and
        Inspection

                                        Materials, Goods and Workmanship to
                                        Conform to Description, Testing and
                                        Inspection

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

        (2)     The Main Contractor shall upon the request of the Architect
        furnish him with vouchers to prove that the materials and goods comply
        with sub-clause (1) of this Condition.

        (4)     The Architect may issue instructions in regard to the removal
        from the site of any work, materials or goods which are not in
        accordance with this Contract.

        (5)     The Architect may (but not unreasonably or vexatiously) issue
        instructions requiring the dismissal from the Works of any person
        employed thereon.

                                                                               7

<PAGE>

7       Royalties and Patent Rights

Royalties and Patent Rights

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

8       Foreman-in-Charge

Foreman-in-Charge

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

9       Access for Architect to the Works

        The Architect and his representatives shall at all reasonable times have
        access to the Works and to the workshops or other places of the Main
        Contractor where work is being the Works prepared for the Contract, and
        when work is to be so prepared in workshops or other places of a
        sub-contractor (whether or not a Nominated Sub-Contractor as defined in
        clause 27 of these Conditions) the Main Contractor shall by a term in
        the sub-contract so far as possible secure a similar right of access to
        those workshops or places for the Architect and his representatives and
        shall do all things reasonably necessary to make such right effective.

Access for Architect to the Works

10      Clerk of Works

        and the Main Contractor shall afford every reasonable facility for the
        performance of that duty. If any directions are given to the Main
        Contractor or to his foreman upon the Works by Architect's
        representative the same shall be of no effect unless given in regard to
        a matter in respect of which the Architect is expressly empowered by
        these Conditions to issue instructions and unless confirmed in writing
        by the Architect within two working days of their being given. If any
        such directions are so given and confirmed then as from the date of
        confirmation they shall be deemed to be Architect's instructions.

Clerk of Works

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

11      Variations, Provisional and Prime Cost Sums

        (1)     The Architect may issue instructions requiring a variation and
        he may sanction in writing any variation made by the Main Contractor
        otherwise than pursuant to an instruction of the Architect. No variation
        required by the Architect or subsequently sanctioned by him shall
        vitiate this Contract.

Variations. Provisional and Prime Cost
Sums

8

<PAGE>

11      Variations, Provisional and Prime Cost Sums (Cont'd)

        (2)     The term 'variation' as used in these Conditions means the
        alteration or modification of the design, quality or quantity of the
        Works as shown upon and includes the addition, omission or substitution
        of any work, the alteration of the kind or standard of any of the
        materials or goods to be used in the Works, and the removal from the
        site of any work, materials or goods executed or brought thereon by the
        Main Contractor for the purposes of the Works other than work, materials
        or goods which are not in accordance with this Contract.

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

        (3)     The Architect shall issue instructions in regard to the
        expenditure of prime cost* and provisional sums included in the
        Specification or Summary of Tender and of prime cost sums which arise as
        a result of instructions issued in regard to the expenditure of
        provisional sums.

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

        (4)     All variations required by the Architect or subsequently
        sanctioned by him in writing and all work executed by the Main
        Contractor for which provisional sums are included in the Specification
        or Summary of Tender (other than work for which a tender made under
        clause 27 (g) of these Conditions has been accepted) shall be measured
        and valued by the Quantity Surveyor who shall give to the Main
        Contractor an opportunity of being present at the time of such
        measurement and of taking such notes and measurements as the Main
        Contractor may require. The valuation of variations and of work executed
        by the Main Contractor for which a provisional sum is included in the
        Specification or Summary of Tender (other than work for which a tender
        has been accepted as aforesaid) unless otherwise agreed shall be made in
        accordance with the following rules:-

                (a)     The prices in the Schedule of Rates shall determine the
                        valuation of work of similar character executed under
                        similar conditions as work priced therein;

                (b)     The said prices, where work is not of a similar
                        character or executed under similar conditions as
                        aforesaid, shall be the basis of prices for the same so
                        far as may be reasonable, failing which a fair valuation
                        thereof shall be made;

                (c)     Where work cannot properly be measured and valued the
                        Main Contractor shall be allowed daywork rates:

                        (i)     at the rates inserted by the Main Contractor in
                                the Schedule of Rates or in the Form of Tender;
                                or

                        (ii)    where no such rates have been inserted, the
                                Quantity surveyor shall determine rates that are
                                reasonable;

                        (iii)   where materials are specifically provided for
                                work valued under subclause (4) (c) of this
                                Condition such materials shall be valued at cost
                                plus the cost of packing, carriage and delivery
                                with an addition of fifteen per cent (15%) for
                                overheads and profit.

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

                        Provided that in any case vouchers, specifying the time
                        daily spent upon the work (and if required by the
                        Architect the workmen's names) and the materials
                        employed, shall be delivered for verification to the
                        Architect or his authorised representative not later
                        than the end of the week following that in which the
                        work has been executed:

                (d)     The rates contained in the Schedule of Rates shall
                        determine the valuation of items omitted: provided that
                        if omissions substantially vary the conditions

----------
* The term 'prime cost' may be Indicated by the abbreviation 'P.C.' In any
  document relating to this Contract (Including the Specification), and wherever
  the abbreviation is used it shall be deemed to mean 'prime cost'.

                                                                               9

<PAGE>

11      Variations, Provisional and Prime Cost Sums (Cont'd)

                        under which any remaining items of work are carried out
                        the prices for such remaining items shall be valued
                        under rule (b) of this sub-clause.

                (e)     If required by the Architect the Main Contractor shall
                        within fourteen days of the Architect's written request
                        submit a detailed estimate of the value of any
                        variation.

        (5)     Effect shall be given to the measurement and valuation of
        variations under sub-clause (4) of this Condition in Interim
        Certificates and by adjustment of the Contract Sum; and effect shall be
        given to the measurement and valuation of work for which a provisional
        sum is included in the Specification or Summary of Tender under the said
        sub-clause in Interim Certificates and by adjustment of the Contract
        Sum in accordance with clause 30(5)(c) of these Conditions.

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

        (6)     If upon written application being made to him by the Main
        Contractor, the Architect is of the opinion that a variation or the
        execution by the Main Contractor of work for which a provisional sum is
        included in the Specification or Summary of Tender (other than work for
        which a tender made under clause 27(g) of these Conditions has been
        accepted) has involved the Main Contractor in direct loss and/or expense
        for which he would not be reimbursed by payment in respect of a
        valuation made in accordance with the rules contained in sub-clause (4)
        of this Condition and if the said application is made within a
        reasonable time of the loss or expense having been incurred, then the
        Architect shall either himself ascertain or shall instruct the Quantity
        Surveyor to ascertain the amount of such loss or expense. Any amount
        from time to time so ascertained shall be added to the Contract Sum, and
        if an Interim Certificate is issued after the date of ascertainment any
        such amount shall be added to the amount which would otherwise be stated
        as due in such Certificate.

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

12      Quality and Quantity of the Work

Quality and Quantity of the work

        (2)     If any discrepancy in or divergence between the Contract
        Drawings and the Specification should arise, the Specification shall
        take precedence over the Contract Drawings unless otherwise stated in
        the Specification.

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

        (3)     Any error in desciption or in quantity in or omission of items
        from the Contract Drawings and/or the Specification shall not vitiate
        this Contract but shall be corrected and deemed to be a variation
        required by the Architect.

        (4)     Any bills of quantities or other statements as to quantities of
        work which may at any time be supplied to or by the Main Contractor
        shall not form part of this Contract, and the rates contained in the
        Schedule of Rates shall apply notwithstanding any discrepancy between
        such rates and anything contained in any such bill or other statement.

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

13      Contract Sum

        The Contract Sum shall not be adjusted or altered in any way whatsoever
        otherwise than in accordance with the express provisions of these
        Conditions, and subject to clause 12(3) of these Conditions any error
        whether of arithmetic or not in the computation of the Contract Sum
        shall be deemed to have been accepted by the parties hereto.

Contract Sum

10

<PAGE>

14      Materials and Goods, Unfixed or Off-site

        Unfixed materials and goods, delivered to, placed on or adjacent to the
        Works and intended therefor shall not be removed except for use upon the
        Works unless the Architect has consented in writing to such removal
        which consent shall not be unreasonably withheld. Where the value of any
        such materials or goods has in accordance with these Conditions been
        included in any Interim Certificate under which the Main Contractor has
        received payment, such materials and goods shall become the property of
        the Employer, the Main Contractor shall remain responsible for loss or
        damage to the same.

                                        Materials and Goods. Unfixed or Off site

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

15      Practical Completion and Defects Liability

                                        Practical Completion and Defects
                                        Liability

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

*16     Sectional Completion

                                        Sectional Completion

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

        ----------
     *  This clause shall be deemed to be part of the Contract only If
        specifically so stated in the Specification.

                                                                              11

<PAGE>

16      Sectional Completion (Cont'd)

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

12

<PAGE>

17      Assignment or Sub-letting

                                        Assignment or Sub-letting

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

18      Injury to Persons and Property and Employer's Indemnity

        (1)     The Main Contractor shall be liable for, and shall indemnify the
        Employer against, any expense, liability, loss, claim or proceedings
        whatsoever arising under any statute or at common law in respect of
        personal injury to or the death of any person whomsoever arising out of
        or in the course of or caused by the carrying out of the Works,

                                        Injury to Persons and Property and
                                        Employer's Indemnity

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

        (2)     Main Contractor shall be liable for, and shall indemnify the
        Employer against, any expense, liability, loss, claim or proceedings in
        respect of any injury or damage whatsoever to any property real or
        personal in so far as such injury or damage arises out of or in the
        course of or by reason of the carrying out of the Works, and provided
        always that the

19      Insurance Against Injury to Persons and Property

                                        Insurance against Injury to Persons and
                                        Property

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

                                                                              13

<PAGE>

19      Insurance Against Injury to Persons and Property (Cont'd)

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

14

<PAGE>

20      Insurance of the Works Against Fire, Etc.

                                        Insurance of the Works against Fire,
                                        etc.

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

        ----------
     *  Clause 20 [A] is applicable to the erection of a new building if the
        Main Contractor is required to insure against loss or damage by fire,
        etc.: clause 20 [B] is applicable to alterations of or extensions to an
        existing building; therefore strike out clause [A] or [B| as the case
        may require.
    **  In some cases it may not be possible for the Employer to take out
        insurance against certain of the risks mentioned in this clause. This
        matter should be arranged between the parties at the tender stage and
        the clause amended accordingly.

                                                                              15

<PAGE>

20      Insurance of the Works Against Fire, Etc. (Cont'd)

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

21      Possession, Completion and Postponement

Possession, Completion and Postponement

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

        (2)     The Architect may issue instructions in regard to the
        postponement of any work to be executed under the provisions of this
        Contract.

16

<PAGE>

22      Damages for Non-completion

        If the Main Contractor fails to complete the Works by the Date for
        Completion stated in the appendix to these Conditions or within any
        extended time fixed under clause 23 or clause 33 (1) (c) of these
        Conditions and the Architect certifies in writing that in his opinion
        the same ought reasonably so to have been completed, then the Main
        Contractor shall pay or allow to the Employer a sum calculated at the
        rate stated in the said appendix as Liquidated and Ascertained Damages
        for the period during which the Works shall so remain or have remained
        incomplete, and the Employer may deduct such sum from any monies due or
        to become due to the Main Contractor under this Contract.

                                        Damages for Non-completion

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

23      Extension of Time

                                        Extension of Time

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

                                                                              17

<PAGE>

23      Extension of Time (Cont'd)

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

24      Loss and Expense Caused by Disturbance of Regular Progress of the Works

        (1)     If upon written application being made to him by the Main
        Contractor the Architect is of the opinion that the Main Contractor has
        been involved in direct loss and/or expense for which he would not be
        reimbursed by a payment made under any other provision in this Contract
        by reason of the regular progress of the Works or of any part thereof
        having been materially affected by:

Loss and Expense Caused by Disturbance
of Regular Progress of the Works

                (a)     The Main Contractor not having received in due time
                        necessary instructions, drawings, details or levels from
                        the Architect for which he specifically applied in
                        writing on a date which having regard to the Date for
                        Completion stated in the appendix to these Conditions or
                        to any extension of time then fixed under clause 23 or
                        clause 33 (1) (c) of these Conditions was neither
                        unreasonably distant from nor unreasonably close to the
                        date on which it was necessary for him to receive the
                        same; or

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

                (b)     The opening up for inspection of any work covered up or
                        the testing of any of the work, materials or goods in
                        accordance with clause 6 (3) of these Conditions
                        (including making good in consequence of such opening up
                        or testing), unless the inspection or test showed that
                        the work, materials or goods were not in accordance with
                        this Contract; or

                (c)     Any discrepancy in or divergence between the Contract
                        Drawings and/or the Specification; or

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

                (e)     Architect's instructions issued in regard to the
                        postponement of any work to be executed under the
                        provisions of this Contract;

        and if the written application is made within a reasonable time of it
        becoming apparent that the progress of the Works or of any part thereof
        has been affected as aforesaid, then

        ----------
     *  This sub-clause shall be deemed to be part of the Contract only if
        specifically so stated in the Specification.

18

<PAGE>

24      Loss and Expense Caused by Disturbance of Regular Progress of the Works
        (Cont'd)

        the Architect shall either himself ascertain or shall instruct the
        Quantity Surveyor to ascertain the amount of such loss and/or expense.
        Any amount from time to time so ascertained shall be added to the
        Contract Sum, and if an Interim Certificate is issued after the date of
        ascertainment any such amount shall be added to the amount which would
        otherwise be stated as due in such Certificate.

                                        REFER SPECIAL CONDITION OF CONTRACT FOR
                                        AMENDMENT

        (2)     The provisions of this Condition are without prejudice to any
        other rights and remedies which the Main Contractor may possess.

25      Determination by Employer

        (1)     If the Main Contractor shall make default in any one or more of
        the following respects, that is to say:-

                                        Determination by Employer

                (a)     If he without reasonable cause wholly suspends the
                        carrying out of the Works before completion thereof, or

                (b)     If he fails to proceed regularly and diligently with the
                        Works, or

                (c)     If he refuses or persistently neglects to comply with a
                        written notice from the Architect requiring him to
                        remove defective work or improper materials or goods and
                        by such refusal or neglect the Works are materially
                        affected, or

                (d)     If he fails to comply with the provisions of clause 17
                        of these Conditions,

        then the Architect may give to him a notice by registered post or
        recorded delivery specifying the default, and if the Main Contractor
        either shall continue such default for fourteen days after receipt of
        such notice or shall at any time thereafter repeat such default (whether
        previously repeated or not), then the Employer without prejudice to any
        other rights or remedies, may within ten days after such continuance or
        repetition by notice by registered post or recorded delivery forthwith
        determine the employment of the Main Contractor under this Contract,
        provided that such notice shall not be given unreasonably or
        vexatiously.

        (2)     In the event of the Main Contractor becoming bankrupt or making
        a composition or arrangement with his creditors or having a winding up
        order made or (except for purposes of reconstruction) a resolution for
        voluntary winding up passed or a receiver or manager of his business or
        undertaking duly appointed, or possession taken, by or on behalf of the
        holders of any debentures secured by a floating charge, of any property
        comprised in or subject to the floating charge, the employment of the
        Main Contractor under this Contract shall be forthwith automatically
        determined but the said employment may be reinstated and continued if
        the Employer and the Main Contractor his trustee in bankruptcy
        liquidator receiver or manager as the case may be shall so agree.

        (3)     In the event of the employment of the Main Contractor being
        determined as aforesaid and so long as it has not been reinstated and
        continued, the following shall be the respective rights and duties of
        the Employer and Main Contractor:-

                (a)     The Employer may employ and pay other persons to carry
                        out and complete the Works and he or they may enter upon
                        the Works and use all temporary buildings, plant, tools,
                        equipment, materials and goods intended for, delivered
                        to and placed on or adjacent to the Works, and may
                        purchase all materials and goods necessary for the
                        carrying out and completion of the Works.

                                                                              19

<PAGE>

25      Determination by Employer (Cont'd)

                (b)     The Main Contractor shall [except where the
                        determination occurs by reason of the bankruptcy of the
                        Main Contractor or of him having a winding up order made
                        or (except for the purposes of reconstruction) a
                        resolution for voluntary winding up passed] if so
                        required by the Employer or Architect within fourteen
                        days of the date of determination, assign to the
                        Employer without payment the benefit of any agreement
                        for the supply of materials or goods and/or for the
                        execution of any work for the purposes of this Contract
                        but on the terms that a supplier or sub-contractor shall
                        be entitled to make any reasonable objection to any
                        further assignment thereof by the Employer. In any case
                        the Employer may pay any supplier or sub-contractor for
                        any materials or goods delivered or works executed for
                        the purposes of this Contract (whether before or after
                        the date of determination) in so far as the price
                        thereof has not already been paid by the Main
                        Contractor. The Employer's rights under this paragraph
                        are in addition to his rights to pay Nominated
                        Sub-Contractors as provided in clause 27 (c) of these
                        Conditions and payments made under this paragraph may be
                        deducted from any sum due or to become due to the Main
                        Contractor.

                (c)     The Main Contractor shall as and when required in
                        writing by the Architect so to do (but not before)
                        remove from the Works any temporary buildings, plant,
                        tools, equipment, materials and goods belonging to or
                        hired by him. If within a reasonable time after any such
                        requirement has been made the Main Contractor has not
                        complied therewith, then the Employer may (but without
                        being responsible for any loss or damage) remove and
                        sell any such property of the Main Contractor, holding
                        the proceeds less all costs incurred to the credit of
                        the Main Contractor.

                (d)     The Main Contractor shall allow or pay to the Employer
                        in the manner hereinafter appearing the amount of any
                        direct loss and/or damage caused to the Employer by the
                        determination. Until after completion of the Works under
                        paragraph (a) of this sub-clause the Employer shall not
                        be bound by any provision of this Contract to make any
                        further payment to the Main Contractor, but upon such
                        completion and the verification within a reasonable time
                        of the accounts therefor the Architect shall certify the
                        amount of expenses properly incurred by the Employer and
                        the amount of any direct less and/or damage caused to
                        the Employer by the determination and, if such amounts
                        when added to the monies paid to the Main Contractor
                        before the date of determination exceed the total amount
                        which would have been payable on due completion in
                        accordance with this Contract, the difference shall be a
                        debt payable to the Employer by the Main Contractor; and
                        if the said amounts when added to the said monies be
                        less than the said total amount, the difference shall be
                        a debt payable by the Employer to the Main Contractor.

26      Determination by Main Contractor

        (1)     Without prejudice to any other rights and remedies which the
        Main Contractor may possess, if

Determination by Main Contractor

                (a)     The Employer does not pay to the Main Contractor the
                        amount due on any certificate within the Period for
                        Honouring Certificates named in the appendix to these
                        Conditions and continues such default for seven days
                        after receipt by registered post or recorded delivery of
                        a notice from the Main Contractor stating that notice of
                        determination under this Condition will be served if
                        payment is not made within seven days from receipt
                        thereof; or

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

                (b)     The Employer interfers with or obstructs the issue of
                        any certificate due under this Contract; or

20

<PAGE>

26      Determination by Main Contractor (Cont'd)

                (c)     The carrying out of the whole or substantially the whole
                        of the uncompleted Works (other than the execution of
                        work required under clause 15 of these Conditions) is
                        suspended for a continuous period of the length named in
                        the appendix to these Conditions by reason of:

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

                        (i)     force majeure, or

                        (iv)    Architect's instructions issued under clause 1
                                (2), 11 (1) or 21 (2) of these Conditions, or

                        (v)     the Main Contractor not having received in due
                                time necessary instructions, drawings, details
                                or levels from the Architect for which he
                                specifically applied in writing on a date which
                                having regard to the Date for Completion stated
                                in the appendix to these Conditions or to any
                                extension of time then fixed under clause 23 or
                                clause 33 (1) (c) of these Conditions was
                                neither unreasonably distant from nor
                                unreasonably close to the date on which it was
                                necessary for him to receive the same, or

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

                        (vii)   the opening up for inspection of any work
                                covered up or of the testing of any of the work,
                                materials or goods in accordance with clause 6
                                (3) of these Conditions (including making good
                                in consequence of such opening up or testing),
                                unless the inspection or test showed that the
                                work, materials or goods were not in accordance
                                with this Contract,

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

                (d)     The Employer becomes bankrupt or makes a composition or
                        arrangement with his creditors or has a winding up order
                        made or (except for the purposes of reconstruction) a
                        resolution for voluntary winding up passed or a receiver
                        or manager of his business or undertaking is duly
                        appointed, or possession is taken by or on behalf of the
                        holders of any debentures secured by a floating charge
                        of any property comprised in or subject to the floating
                        charge,

        then the Main Contractor may thereupon by notice by registered post or
        recorded delivery to the Employer or Architect forthwith determine the
        employment of the Main Contractor under this Contract; provided that
        such notice shall not be given unreasonably or vexatiously.

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

        Provided that paragraph (c) of this sub-clause not be applicable if the
        suspension arises out of default made by the Main Contractor.

        (2)     Upon such determination, then without prejudice to the accrued
        rights or remedies of either party or to any liability of the classes
        mentioned in clause 18 of these Conditions which may accrue either
        before the Main Contractor or any sub-contractors shall have removed his
        temporary buildings, plant, tools, equipment, materials or goods or by

                                                                              21

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26      Determination by Main Contractor (Cont'd)

        reason of his or their so removing the same, the respective rights and
        liabilities of the Main Contractor and the Employer shall be as follows,
        that is to say:-

                (a)     The Main Contractor shall with all reasonable dispatch
                        and in such manner and with such precautions as will
                        prevent injury, death or damage of the classes in
                        respect of which before the date of determination he was
                        liable to indemnify the Employer under clause 18 of
                        these Conditions remove from the site all his temporary
                        buildings, plant, tools, equipment, materials and goods
                        and shall give facilities for his sub-contractors to do
                        the same, but subject always to the provisions of
                        sub-paragraph (iv) of paragraph (b) of this sub-clause.

                (b)     After taking into account amounts previously paid under
                        this Contract the Main Contractor shall be paid by the
                        Employer:-

                        (i)     The total value of work completed at the date of
                                determination.

                        (ii)    The total value of work begun and executed but
                                not completed at the date of determination, the
                                value being ascertained in accordance with
                                clause 11 (4) of these Conditions as if such
                                work were a variation required by the Architect.

                        (iii)   Any sum ascertained in respect of direct loss
                                and/or expense under clauses 11 (6), 24 and 34
                                (3) of these Conditions (whether ascertained
                                before or after the date of determination).

                        (iv)    The cost of materials or goods properly ordered
                                for the Works for which the Main Contractor
                                shall have paid or for which the Main Contractor
                                is legally bound to pay, and on such payment by
                                the Employer any materials or goods so paid for
                                shall become the property of the Employer.

                        (v)     The reasonable cost of removal under paragraph
                                (a) of this sub-clause.

                        (vi)    Any direct loss and/or damage caused to the Main
                                Contractor by the determination.

        Provided that in addition to all other remedies the Main Contractor upon
        such determination may take possession of and shall have a lien upon all
        unfixed materials and goods, which may have become the property of the
        Employer under clause 14 of these Conditions until payment of all monies
        due to the Main Contractor from the Employer.

27      Nominated Sub-Contractors

        The following provisions of this Condition shall apply where prime cost
        sums are included in the Specification or Summary of Tender or arise as
        a result of Architect's instructions given in regard to the expenditure
        of provisional sums in respect of persons to be nominated by the
        Architect to supply and fix materials or goods or to execute work.

Nominated Sub-Contractors

                (a)     Such sums shall be deemed to be nett (no discount
                        allowed) and shall be expended in favour of such persons
                        as the Architect shall instruct, and all specialists or
                        others who are nominated by the Architect are hereby
                        declared to be sub-contractors employed by the Main
                        Contractor and are referred to in these Conditions as
                        'Nominated Sub-Contractors'. Provided that the Architect
                        shall not nominate any person as a sub-contractor
                        against whom the Main Contractor shall make reasonable
                        objection, or (save where the Architect and Main
                        Contractor shall otherwise agree) who will not enter
                        into a sub-contract which provides (inter alia):-

22

<PAGE>

27      Nominated Sub-Contractors (Cont'd)

                        (i)     That the Nominated Sub-Contractor shall carry
                                out and complete the Sub-Contract Works in every
                                respect to the reasonable satisfaction of the
                                Main Contractor and of the Architect, and in
                                conformity with all the reasonable directions
                                and requirements of the Main Contractor.

                        (ii)    That the Nominated Sub-Contractor shall observe,
                                perform and comply with all the provisions of
                                this Contract on the part of the Main Contractor
                                to be observed, performed and complied with
                                (other than clause 20 [A] of these Conditions,
                                if applicable) so far as they relate and apply
                                to the Sub-Contract Works or to any portion of
                                the same.

                        (iii)   That the Nominated Sub-Contractor shall
                                indemnify the Main Contractor against the same
                                liabilities in respect of the Sub-Contract Works
                                as those for which the Main Contractor is liable
                                to indemnify the Employer under this Contract.

                        (iv)    That the Nominated Sub-Contractor shall
                                indemnify the Main Contractor against claims in
                                respect of any negligence, omission or default
                                of such sub-contractor, his servants or agents
                                or any misuse by him or them of any scaffolding
                                or other plant, and shall insure himself against
                                any such claims and produce the policy or
                                policies and receipts in respect of premiums
                                paid as and when required by either the
                                Architect or the Main Contractor.

                        (v)     That the Sub-Contract Works shall be completed
                                within the period or (where they are to be
                                completed in sections) periods therein
                                specified, that the Main Contractor shall not
                                without the written consent of the Architect
                                grant any extension of time for the completion
                                of the Sub-Contract Works or any section
                                thereof, and that the Main Contractor shall
                                inform the Architect of any representation made
                                by the Nominated Sub-Contractor as to the cause
                                of any delay in the progress or completion of
                                the Sub-Contract Works or of any section
                                thereof.

                        (vi)    That if the Nominated Sub-Contractor shall fail
                                to complete the Sub-Contract Works or (where
                                the Sub-Contract Works are to be completed in
                                sections) any section thereof within the period
                                therein specified or within any extended time
                                granted by the Main Contractor with the written
                                consent of the Architect, and the Architect
                                certifies in writing to the Main Contractor that
                                the same ought reasonably so to have been
                                completed, the Nominated Sub-Contractor shall
                                pay or allow to the Main Contractor either a sum
                                calculated at the rate therein agreed as
                                liquidated and ascertained damages for the
                                period during which the said Works or any
                                section thereof, as the case may be, shall so
                                remain or have remained incomplete or (where no
                                such rate is therein agreed) a sum equivalent to
                                any loss or damage suffered or incurred by the
                                Main Contractor and caused by the failure of the
                                Nominated Sub-Contractor as aforesaid.

                        (vii)   That payment in respect of any work, materials
                                or goods comprised in the sub-contract shall be
                                made within fourteen days after receipt by the
                                Main Contractor of payment from the Employer
                                against the Architect's certificate under clause
                                30 of these Conditions which states as due an
                                amount calculated by including the estimated
                                value of such work, materials or goods, and
                                shall when due be subject to the retention by
                                the Main Contractor of the sums mentioned in
                                sub-paragraph (viii) of paragraph (a) of this
                                Condition.

                                                                              23

<PAGE>

27      Nominated Sub-Contractors (Cont'd)

                        (viii)  That the Main Contractor shall retain from the
                                sum directed by the Architect as having been
                                included in the calculation of the amount stated
                                as due in any certificate issued under clause 30
                                of these Conditions in respect of the total
                                value of work, materials or goods executed or
                                supplied by the Nominated Sub-Contractor the
                                percentage of such value named in the appendix
                                to the Sub-Contract Conditions (or, if there be
                                none, in the appendix to these Conditions) as
                                Percentage of Certified Value Retained up to the
                                total amount specified in the appendix to the
                                Sub-Contract Conditions as Limit of Retention
                                Fund (or, if there be none, up to a total amount
                                not exceeding a sum which shall bear the same
                                proportion to the Sub-Contract Sum as the Limit
                                under the Main Contract bears to the Main
                                Contract Sum excluding all amounts included
                                therein in respect of Nominated Sub-Contract
                                works); and that the Main Contractor's interest
                                in any sums so retained (by whomsoever held)
                                shall be fiduciary as trustee for the Nominated
                                Sub-Contractor (but without obligation to
                                invest); and that the Nominated Sub-Contractor's
                                beneficial interest in such sums shall be
                                subject only to the right of the Main Contractor
                                to have recourse thereto from time to time for
                                payment of any amount which he is entitled under
                                the sub-contract to deduct from any sum due or
                                to become due to the Nominated Sub-Contractor;
                                and that if and when such sums or any part
                                thereof are released to the Nominated
                                Sub-Contractor they shall be paid in full.

                        (ix)    That the Architect and his representatives shall
                                have a right of access to the workshops and
                                other places of the Nominated Sub-Contractor as
                                mentioned in clause 9 of these Conditions.

                        (x)     That the employment of the Nominated
                                Sub-Contractor under the sub-contract shall
                                determine immediately upon the determination
                                (for any reason) of the Main Contractor's
                                employment under this Contract.

                (b)     The Architect shall direct the Main Contractor as to the
                        estimated value of the work, materials or goods executed
                        or supplied by a Nominated Sub-Contractor included in
                        the calculation of the amount stated as due in any
                        certificate issued under clause 30 of these Conditions
                        and shall forthwith inform the Nominated Sub-Contractor
                        in writing of the amount of the said estimated value.
                        The sum representing such estimated value shall be paid
                        by the Main Contractor to the Nominated Sub-Contractor
                        within fourteen days of receiving payment from the
                        Employer against the Architect's certificate less only
                        (i) any retention money which the Main Contractor may be
                        entitled to deduct under the terms of the sub-contract,
                        and (ii) any sum to which the Main Contractor may be
                        entitled in respect of delay in completion of the
                        Sub-Contract Works or any part thereof.

                (c)     Before issuing any certificate under clause 30 of these
                        Conditions the Architect may request the Main Contractor
                        to furnish to him reasonable proof that all amounts
                        (less due retentions) included in the calculation of the
                        amount stated as due in previous certificates in respect
                        of the total value of the work, materials or goods
                        executed or supplied by any Nominated Sub-Contractor
                        have been duly discharged, and if the Main Contractor
                        fails to comply with any such request and unless he
                        shall produce to the Architect in writing

                        (i)     reasonable cause for witholding or refusing to
                                discharge such amounts as are due, and

                        (ii)    reasonable proof that he has so informed such
                                Nominated Sub-Contractor,

24

<PAGE>

27      Nominated Sub-Contractors (Cont'd)

                        the Architect shall issue a certificate to that effect
                        and thereupon the Employer may himself pay such amounts
                        to any Nominated Sub-Contractor concerned and deduct the
                        same from any sums due or to become due to the Main
                        Contractor.

                (d)     (i)     The Main Contractor shall not grant to any
                                Nominated Sub-Contractor any extension of the
                                period within which the Sub-Contract Works or
                                (where the Sub-Contract Works are to be
                                completed in sections) any section thereof is to
                                be completed without the written consent of the
                                Architect, provided always that the Main
                                Contractor shall inform the Architect of any
                                representations made by the Nominated
                                Sub-Contractor as to the cause of any delay in
                                the progress or completion of the Sub-Contract
                                Works or of any section thereof, and that the
                                consent of the Architect shall not be
                                unreasonably withheld.

                        (ii)    If any Nominated Sub-Contractor fails to
                                complete the Sub-Contract Works or (where the
                                Sub-Contract Works are to be completed in
                                sections) any section thereof within the period
                                specified in the sub-contract or within any
                                extended time granted by the Main Contractor
                                with the written consent of the Architect, then
                                if the same ought reasonably so to have been
                                completed the Architect shall certify in writing
                                accordingly; immediately upon issue the
                                Architect shall send a duplicate of any such
                                certificate to the Nominated Sub-Contractor.

                (e)     If the Architect desires to secure final payment to any
                        Nominated Sub-Contractor before final payment is due to
                        the Main Contractor, and if such Nominated
                        Sub-Contractor has satisfactorily indemnified the Main
                        Contractor against any latent defects, then the
                        Architect may in an Interim Certificate include an
                        amount to cover the said final payment, and thereupon
                        the Main Contractor shall pay to such Nominated
                        Sub-Contractor the amount so certified within fourteen
                        days of receiving payment from the Employer against the
                        Architect's certificate. Upon such final payment, the
                        Limit of Retention Fund as defined in the appendix to
                        these Conditions shall be reduced by the amount of the
                        retention in respect of such sub-contract, and save for
                        latent defects the Main Contractor shall be discharged
                        from all liability for the work, materials or goods
                        executed or supplied by such Nominated Sub-Contractor
                        under the sub-contract to which the payment relates.

                (f)     Neither the existence nor the exercise of the foregoing
                        powers nor anything else contained in these Conditions
                        shall render the Employer in any way liable to any
                        Nominated Sub-Contractor.

                (g)     (i)     Where the Main Contractor in the ordinary course
                                of his business directly carries out works for
                                which prime cost sums are included in the
                                Specification or Summary of Tender and where
                                items of such works are set out in the appendix
                                to these Conditions and the Architect is
                                prepared to receive tenders from the Main
                                Contractor for such items, then the Main
                                Contractor shall be permitted to tender for the
                                same or any of them but without prejudice to the
                                Employer's right to reject the lowest or any
                                tender. If the Main Contractor's tender is
                                accepted, he shall not sub-let the work without
                                the consent of the Architect:

                                Provided that where a prime cost sum arises
                                under Architect's instructions issued under
                                clause 11 (3) of these Conditions it shall be
                                deemed for the purposes of this paragraph to
                                have been included in the Specification or
                                Summary of Tender and the item of work to which
                                it

                                                                              25

<PAGE>

27      Nominated Sub-Contractors (Cont'd)

                                relates shall likewise be deemed to have been
                                set out in the appendix to these Conditions.

                        (ii)    It shall be a condition of any tender accepted
                                under this paragraph that clause 11 of these
                                Conditions shall apply in respect of the items
                                of work included in the tender as if for the
                                reference therein to the Contract Drawings, the
                                Specification or Summary of Tender and the
                                Schedule of Rates there were references to the
                                equivalent documents included in or referred to
                                in the tender.

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

26

<PAGE>

29      Artists and Tradesmen

        The Main Contractor shall permit the execution of work not forming part
        of this Contract by artists, tradesmen or others engaged by the
        Employer. Every such person shall for the purposes of clause 18 of these
        Conditions be deemed to be a person for whom the Employer is responsible
        and not to be a sub-contractor.

                                        Artists and Tradesmen

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

                                                                              27

<PAGE>

30      Certificates and Payments

Certificates and Payments

        (3)     The Employer may retain the precentage of the total value of the
        work, materials and goods referred to in sub-clause (2) and (2)(A) of
        this Condition which is named in the appendix to these Conditions as
        Percentage of Certified Value Retained. Provided always that when the
        sum of the amounts so retained equals the amount named in the said
        appendix as Limit of Retention Fund or that amount as reduced in
        pursuance of clause 16(f) and/or clause 27(e) of these Conditions, as
        the case may be, no further amounts shall be retained by virtue of this
        sub-clause. The amount of retention under any sub-contract with a
        Nominated Sub-Contractor shall be determined by the Architect, but if no

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

        ----------
     *  This sub-clause shall be deemed to be part of the Contract only If
        specifically so stated In the Specification.

28

<PAGE>

30      Certificates and Payments (Cont'd)

        Percentage or Limit of sub-contract retention has been determined the
        Percentage shall be the same as the Percentage in the main contract and
        the Limit shall bear the same proportion to the Sub-Contract Sum as the
        Limit under the main contract bears to the Main Contract Sum excluding
        all amounts included therein in respect of Nominated Sub-Contract
        works.

        (4)     The amount retained by virtue of sub-clause (3) of this
        Condition shall be subject to the following rules:-

                (a)     and the Main Contractor's beneficial interest therein
                        shall be subject only to the right of the Employer to
                        have recourse thereto from time to time for payment of
                        any amount which he is entitled under the provisions of
                        this Contract to deduct from any sum due or to become
                        due to the Main Contractor.

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

                (b)     On the issue of the Certificate of Practical Completion
                        the Architect shall issue a certificate for one moiety
                        of and the Main Contractor shall, on presenting any such
                        certificate to the Employer, be entitled to payment of
                        the said moiety within the Period for Honouring
                        Certificates named in the appendix to these Conditions.

                (c)     On the expiration of the Defects Liability Period named
                        in the appendix to these Conditions, or on the issue of
                        the Certificate of Completion of Making Good Defects,
                        whichever is the later, the Architect shall issue a
                        certificate for the residue of the amounts then so
                        retained and the Main Contractor shall, on presenting
                        any such certificate to the Employer, be entitled to
                        payment of the said residue within the Period for
                        Honouring Certificates named in the appendix to these
                        Conditions.

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

        (5)(a)  The measurement and valuation of the Works shall be completed
        within the Period of Final Measurement and Valuation stated in the
        appendix to these Conditions.

        (b)     Either before or within a reasonable time after Practical
        Completion of the Works the Main Contractor shall send to the Architect
        all documents necessary for the purposes of the computations required by
        these Conditions including all documents relating to the accounts of
        Nominated Sub-Contractors and Nominated Suppliers.

        (c)     In the settlement of accounts the amounts paid or payable under
        the appropriate contracts by the Main Contractor to Nominated
        Sub-Contractors or Nominated Suppliers, the amount paid or payable by
        virtue of clause 4(2) of these Conditions in respect of fees or charges
        for which a provisional sum is included in the Specification or Summary
        of Tender, the amounts paid or payable in respect of any insurances
        maintained in compliance with tender sum (or such other sum as is
        appropriate in accordance with the terms of the tender) for any work for
        which a tender made under clause 27(g) of these Conditions is accepted
        and the value of any work executed by the Main Contractor for which a
        provisional sum is included in the Specification or Summary of Tender
        shall be set against the relevant prime cost or provisional sum
        mentioned in the Specification or Summary of Tender or arising under the
        Architect's instructions issued under clause 11(3) of these Conditions
        as the case may be, and the balance, after allowing in all cases pro
        rata for the Main Contractor's profit at the rates shown in the Schedule
        of Rates, shall be added to or deducted from the

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

                                                                              29

<PAGE>

30      Certificates and Payments (Cont'd)

        Contract Sum. Provided that no deduction shall be made in respect of any
        damages paid or allowed to the Main Contractor by any Nominated
        Sub-Contractor or Nominated Supplier.

        (6)     So soon as is practicable but before the expiration of three
        months from the end of the Defects Liability Period stated in the
        appendix to these Conditions or from completion of making good defects
        under clause 15 of these Conditions or from receipt by the Architect of
        the documents referred to in paragraph (b) of sub-clause (5) of this
        Condition, whichever is the latest, the Architect shall issue the Final
        Certificate. The Final Certificate shall state:-

                (a)     The sum of all amounts previously certified, and

                (b)     The Contract Sum adjusted as necessary in accordance
                        with the terms of these Conditions.

        and the difference (if any) between the two sums shall be expressed in
        the said certificate as a balance due to the Main Contractor from the
        Employer or to the Employer from the Main Contractor as the case may be.
        Subject to any deductions authorised by these Conditions, the said
        balance as from the fourteenth day after presentation of the Final
        Certificate by the Main Contractor to the Employer shall be a debt
        payable by the Employer to the Main Contractor or as the case may be as
        from the fourteenth day after issue of the Final Certificate shall be a
        debt payable by the Main Contractor to the Employer.

        (7)     Unless a written request to concur in the appointment of an
        arbitrator shall have been given under clause 35 of these Conditions by
        either party before the Final Certificate has been issued or by the Main
        Contractor within fourteen days after such issue, the said certificate
        shall be conclusive evidence in any proceedings arising out of this
        Contract (whether by arbitration under clause 35 of these Conditions or
        otherwise) that the Works have been properly carried out and completed
        in accordance with the terms of this Contract and that any necessary
        effect has been given to all the terms of this Contract which require an
        adjustment to be made to the Contract Sum, except and insofar as any sum
        mentioned in the said certificate is erroneous by reason of:-

                (a)     Fraud, dishonesty or fraudulent concealment relating to
                        the Works, or any part thereof, or to any matter dealt
                        with in the said certificate; or

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

                (c)     Any accidental inclusion or exclusion of any work,
                        materials, goods or figure in any computation or any
                        arithmetical error in any computation.

        (8)     Save as aforesaid no certificate of the Architect shall of
        itself be conclusive evidence that any works, materials or goods to
        which it relates are in accordance with this Contract.

31      Surety Bond

Surety Bond

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

30

<PAGE>

31      Surety Bond (Cont'd)

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

*32     Outbreaks of Hostilities

        (1)     If during the currency of this Contract there shall be an
        outbreak of hostilities (whether war is declared or not) in which Hong
        Kong shall be involved on a scale involving the general mobilisation of
        the armed forces of the People's Republic of China in Hong Kong, then
        either the Employer or the Main Contractor may at any time by notice by
        registered post or recorded delivery to the other, forthwith determine
        the employment of the Main Contractor under this Contract:

                                        Outbreaks of Hostilities

        Provided that such a notice shall not be given

                (a)     Before the expiration of twenty-eight days from the date
                        on which the order is given for general mobilisation as
                        aforesaid, or

                (b)     After Practical Completion of the Works unless the Works
                        or any part thereof shall have sustained war damage as
                        defined in clause 33(4) of these Conditions.

        (2)     The Architect may within fourteen days after a notice under this
        Condition shall have been given or received by the Employer issue
        instructions to the Main Contractor requiring the execution of such
        protective work as shall be specified therein and/or the continuation of
        the Works up to points of stoppage to be specified therein, and the Main
        Contractor shall comply with such instructions as if the notice of
        determination had not been given.

        Provided that if the Main Contractor shall for reasons beyond his
        control be prevented from completing the work to which the said
        instructions relate within three months from the date on which the
        instructions were issued, he may abandon such work.

        (3)     Upon the expiration of fourteen days from the date on which a
        notice of determination shall have been given or received by the
        Employer under this Condition or where works are required by the
        Architect under the preceding sub-clause upon completion or abandonment
        as the case may be of any such works, the provisions of sub-clause (2)
        (except sub-paragraph (vi) of paragraph (b)) of clause 26 of these
        Conditions shall apply, and the Main Contractor shall also be paid by
        the Employer the value of any work executed pursuant to instructions
        given under sub-clause (2) of this Condition, the value being
        ascertained in accordance with clause 11(4) of these Conditions as if
        such work were a variation required by the Architect.

33      War Damage

        (1)     In the event of the Works or any part thereof or any unfixed
        materials or goods

                                        War Damage

        ----------
     *  The parties hereto in the event of the outbreak of hostilities may at
        any time by agreement between them make such further or other
        arrangements as they may think fit to meet the circumstances.

                                                                              31

<PAGE>

33      War Damage (Cont'd)

        intended for, delivered to and placed on or adjacent to the Works
        sustaining war damage then notwithstanding anything expressed or implied
        elsewhere in this Contract:

                (a)     The occurrence of such war damage shall be disregarded
                        in computing any amounts payable to the Main Contractor
                        under or by virtue of this Contract.

                (b)     The Architect may issue instructions requiring the Main
                        Contractor to remove and/or dispose of any debris and/or
                        damaged work and/or to execute such protective work as
                        shall be specified.

                (c)     The Main Contractor shall reinstate or make good such
                        war damage and shall proceed with the carrying out and
                        completion of the Works, and the Architect shall grant
                        to the Main Contractor a fair and reasonable extension
                        of time for completion of the Works.

                (d)     The removal and disposal of debris or damaged work, the
                        execution of protective works and the reinstatement and
                        making good of such war damage shall be deemed to be a
                        variation required by the Architect.

        (2)     If at any time after the occurrence of war damage as aforesaid
        either party serves notice of determination under clause 32 of these
        Conditions, the expression, protective work' as used in the said clause
        shall in such case be deemed to include any matters in respect of which
        the Architect can issue instructions under paragraph (b) of sub-clause
        (1) of this Condition and any instructions issued under the said
        paragraph prior to the date on which notice of determination is given or
        received by the Employer and which shall not then have been completely
        complied with shall be deemed to have been under clause 32(2) of these
        Conditions.

        (3)     The Employer shall be entitled to any compensation which may at
        any time become payable out of monies provided by Government in respect
        of war damage sustained by the Works or any part thereof or any unfixed
        materials or goods intended for the Works which shall at any time have
        become the property of the Employer.

        (4)     The expression 'war damage' as used in this Condition means war
        damage as defined by section 2 of the War Damage Act, 1943, or any
        amendment thereof.

34      Antiquities

        (1)     Subject to the regulations set out in the Antiquities Ordinance
        all fossils, antiquities and other objects of-interest or value which
        may be found on the site or in excavating the same during the progress
        of the Works shall become the property of the Employer, and upon
        discovery of such an object the Main Contractor shall forthwith:

                (a)     Use his best endeavours not to disturb the object and
                        shall cease work if and insofar as the continuance of
                        work would endanger the object or prevent or impede its
                        excavation or its removal;

                (b)     Take all steps which may be necessary to preserve the
                        object in the exact position and condition in which it
                        was found; and

                (c)     Inform the Architect of the discovery and precise
                        location of the object.

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

        (2)     The Architect shall issue instructions in regard to what is to
        be done concerning an object reported by the Main Contractor under the
        preceding sub-clause, and (without

32

<PAGE>

34      Antiquities (Cont'd)

        prejudice to the generality of this power) such instructions may require
        the Main Contractor to permit the examination, excavation or removal of
        the object by a third party. Any such third party shall for the
        purposes of clause 18 of these Conditions be deemed to be a person for
        whom the Employer is responsible and not to be a sub-contractor.

        (3)     If in the opinion of the Architect compliance with the
        provisions of sub-clause (1) of this Condition or with an instruction
        issued under sub-clause (2) of this Condition has involved the Main
        Contractor in direct loss and/or expense for which he would not be
        reimbursed by a payment made under any other provision in this Contract
        then the Architect shall either himself ascertain or shall instruct the
        Quantity Surveyor to ascertain the amount of such loss and/or expense.
        Any amount from time to time so ascertained shall be added to the
        Contract Sum and if an Interim Certificate is issued after the date of
        ascertainment any such amount shall be added to the amount which would
        otherwise be stated as due in such a Certificate.

35      Arbitration

                                        Arbitration

        (1)     Provided always that in case any dispute or difference shall
        arise between the Employer or the Architect on his behalf and the Main
        Contractor, either during the progress or after the completion or
        abandonment of the Works, as to the construction of this Contract or as
        to any matter or thing of whatsoever nature arising thereunder or in
        connection therewith (including any matter or thing left by this
        Contract to the discretion of the Architect or the withholding by the
        Architect of any certificate to which the Main Contractor may claim to
        be entitled or the measurement and valuation mentioned in clause 30(5)
        (a) of these Conditions or the rights and liabilities of the parties
        under clauses 25, 26, 32 or 33 of these Conditions).

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

        (2)     Such reference, except on article 3 or article 4 of the Articles
        of Agreement, or on the questions whether or not the issue of an
        instruction is empowered by these Conditions, whether or not a
        certificate has been improperly withheld or is not in accordance with
        these Conditions, or on any dispute or difference under clauses 32 and
        33 of these Conditions, shall not be opened until after Practical
        Completion or alleged Practical Completion of the Works or termination
        or alleged termination of the Main Contractor's employment under this
        Contract, or abandonment of the Works, unless with the written consent
        of the Employer or the Architect on his behalf and the Main Contractor.

        (3)     Subject to the provisions of clauses 2(2) and 30(7) of these
        Conditions the Arbitrator shall, without prejudice to the generality of
        his powers, have power to direct such measurements and/or valuations as
        may in his opinion be desirable in order to determine the rights of the
        parties and to ascertain and award any sum which ought to have been the
        subject of or included in any certificate and to open up, review and
        revise any certificate, opinion, decision, requirement or notice and to
        determine all matters in dispute which shall be submitted to him in the
        same manner as if no such certificate, opinion, decision, requirement or
        notice had been given.

        (4)     The award of such Arbitrator shall be final and binding on the
        parties.

                                                                              33

<PAGE>

35      Arbitration (Cont'd)

        *(5)    Whatever the nationality, residence or domicile of the Employer,
        the Main Contractor, any sub-contractor or supplier or the Arbitrator,
        and wherever the Works, or any part thereof, are situated, the law of
        the Hong Kong Special Administrative Region shall be the proper law of
        this Contract and in particular (but not so as to derogate from the
        generality of the foregoing) the provisions of the Arbitration Ordinance
        or any statutory modification thereof for the time being in force shall
        apply to any arbitration under this Contract wherever the same, or any
        part of it, shall be conducted.

**36    (NOT USED)

Fluctuation in Wage Rates.

REFER SPECIAL CONDITIONS OF CONTRACT FOR
AMENDMENT

        ----------
     *  Where the parties do not wish the proper law of the Contract to be the
        law of the Hong Kong Special Administrative Region appropriate
        amendments to this sub-clause should be made.
    **  This clause shall be deemed to be part of the Contract only if
        specifically so stated in the Specification.

34

<PAGE>

                                        REFER SPECIAL CONDITIONS OF CONTRACT FOR
                                        AMENDMENT

                                                                              35

<PAGE>

APPENDIX

                                        CLAUSE

Defects Liability Period [if none       15, 16 and 30     Twelve months
 other stated is six months from
 the day named in the Certificate
 of Practical Completion of the
 Works].

Date for Possession.                    21          4th November 2002

Date for Completion.                    21          23rd October 2004

Liquidated and Ascertained              22 at the rate of *** per day
 Damages.

Period of delay:                        26(1)(c)

(a)   by reason of sub-paragraphs                   Three  months
      (i), (ii) or (iii) [if none
      stated is three months].

(b)   by reason of sub-paragraphs                   Three  months
      (iv), (v), (vi) or (vii)
      [if none stated is one month].

Prime cost sums for which the           27 (g)      Not Applicable
 Main Contractor desires to tender.

Period of Interim Certificates          30(1)       One month
 [if none stated is one month].

Period for Honouring Certificates       30(1)       Twenty-one days
 [if none stated is fourteen days
 from presentation].

Percentage of Certified Value           30(3)       ***
 Retained.*

Limit of Retention Fund.**              30(3)       ***

Period of Final Measurement             30(5)       Six months.
 and Valuation [if none stated is
 six months from the day named in
 the Certificate of Practical
 Completion of the Works].

Amount of Surety Bond.                  31          ***

Percentage Labour Content [if none      36(3)XXXXXXX Not Applicable
 stated is twenty-five percent].

----------
 * The percentage Inserted should not normally exceed 10 per cent.
** The amount Inserted should not normally exceed 5 per cent of the Contract
   Sum.

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

36

<PAGE>

Dated the______________day_________ of 2003

Agreement & Schedule of Conditions of                    Notes
         BUILDING CONTRACT                    (These notes do not form part
      for use in the Hong Kong                       of the Contract)
   Special Administrative Region
                                        The following amendments have been made
                                        by the consent of The Hong Kong
                                        Institute of Architects, The Hong Kong
                                        Institute of Surveyors and the Society
                                        of Builders, Hong Kong:

                                        A. First amendments published in
                                           September 1997:
                                           (i)   Clause 35 (1) Arbitration, "the
                                                 Chairman or Vice Chairman for
                                                 the time being....(Hong Kong
                                                 Branch)" amended to read "the
                                                 President or Vice President for
                                                 the time being of the Hong Kong
  Standard Form of Building Contract             Institute of Surveyors"
 Private Edition -- Without Quantities

--------------------------------------  B. Second amendments published in July
                                           1999:
                                           (i)   Clause 11 (4)(c), delete item
                                                 (ii) and replace by "(ii) Where
                                                 no such rates have been
                                                 inserted, the Quantity Surveyor
                                                 shall determine rates that
                                                 are reasonable;"
                                           (ii)  Clause 23 (b), replace the word
                                                 "Royal" by the word "Hong
                                                 Kong",
                                           (iii) Clause 32 (1), replace the word
                                                 "Crown" by the word "People's
                                                 Republic of China",
                                           (iv)  Clause 35 (5) and Cause 36 (1),
                                                 replace the word "Hong Kong" by
                                                 "the Hong Kong Special
                                                 Administrative Region".

Kowloon-Canton Railway Corporation
           (Employer)

Chun Wo Construction & Engineering Co.
               Ltd.
         (Main Contractor)

      This form was drawn up by
 The Hong Kong Institute of Architects
   The Royal Institution of Chartered
              Surveyors
          (Hong Kong Branch)
  The Society of Builders, Hong Kong

----------------------------------------

  First RICS (HK Branch) Edition (1986)
  First amendments published September
                1997
 Second amendments published July 1999

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                         SPECIAL CONDITIONS OF CONTRACT

                                                            Contract No. PCC-TWS

<PAGE>

                         SPECIAL CONDITIONS OF CONTRACT

                                      INDEX

SC1       Special Conditions of Contract
SC2       Articles of Agreement
SC3       Clause 1         Main Contractor's Obligations
SC4       Clause 2         Architect's Instructions
SC5       Clause 3         Contract Documents
SC6       Clause 4         Statutory Obligations, Notices, Fees and Charges
SC7       Clause 5         Levels and Setting Out of the Works
SC8       Clause 6         Materials, Goods and Workmanship to
                           Conform to Description, Testing and Inspection
SC9       Clause 7         Royalties and Patent Rights
SC10      Clause 8         Foreman In Charge
SC11      Clause 10        Clerk of Works
SC12      Clause 11        Variations, Provisional and Prime Cost Sums
SC12A     Clause 12        Quality and Quantity of the Works
SC13      Clause 13        Contract Sum
SC14      Clause 14        Materials and Goods, Unfixed or Off-site
SC15      Clause 15 & 16   Practical Completion and Defects Liability
                           and Sectional Completion
SC16      Clause 17        Assignment or Sub-letting
SC17      Clause 18        Injury to Persons and Property and Employer's
                           Indemnity
SC18      Clause 19        Insurance against Injury to Persons and Property
SC19      Clause 20        Insurance of the Works
SC20      Clause 21        Possession, Completion and Postponement
SC21      Clause 22        Damages for Non-Completion
SC22      Clause 23        Extension of Time
SC23      Clause 24        Loss and Expense Caused by Disturbance
                           of Regular Progress of the Works
SC24      Clause 26        Determination by Main Contractor
SC25      Clause 28        Nominated Suppliers
SC26      Clause 30        Certificates and Payments

                                    Page i                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC27      Clause 31        Surety Bond
SC27A     Clause 34        Antiquities
SC28      Clause 35        Arbitration
SC29      Clause 36        Fluctuation in Wage Rates
SC30      Immigration (Amendment) Ordinance 1990
SC31      Access for Employer to the Works
SC32      Recovery of Delay and Acceleration of the Works
SC33      Alternative Design
SC34      Appointment of Independent Checking Engineer
SC35      Care of the Works etc.
SC36      Damage to Property and Injury to Persons - Indemnities
SC37      Employer's Insurance
SC38      Contractor's Insurance
SC39      General Insurance Obligations
SC40      Bonds, Parent Company Guarantees and Parent Company Undertaking
SC41      Entire Agreement
SC42      Intellectual Property Rights

Addendum No. 1                      Page ii                 Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                         SPECIAL CONDITIONS OF CONTRACT

SC1     Special Conditions of Contract

        (1)     These Special Conditions of Contract are to be read in
                conjunction with the "Agreement and Schedule of Conditions of
                Building Contract for use in the Hong Kong Special
                Administrative Region, Standard Form of Building Contract
                Private Edition - Without Quantities First RICS (HK Branch)
                Edition (1986), First amendments published September 1997,
                Second amendments published July 1999 issued under the sanction
                of the Hong Kong Institute of Architects, the Royal Institution
                of Chartered Surveyors (Hong Kong Branch) and the Society of
                Builders, Hong Kong" (hereinafter "the General Conditions of
                Contract" or "the General Conditions").

        (2)     In these Special Conditions of Contract (or "the Special
                Conditions") and other parts and sections of the documents
                constituting the Contract, the following words and expressions
                shall have the meaning hereby assigned to them:

                "Articles of Agreement" means the articles of agreement executed
                by the parties, in the form appearing in General Conditions, as
                a deed, which shall be prepared at the expense of the Employer.

                "Contract Drawings" means:

                (a)     the drawings included in the Contract and identified as
                        "Contract Drawings" (but excluding any drawing
                        identified as "for information");

                (b)     any drawing identified as a "Contract Drawing" issued by
                        the Architect to the Main Contractor from time to time
                        during the execution of the Works; and

                any amendment made to the drawings in (a) and/or (b) above from
                time to time and issued by the Architect to the Main Contractor.

                "Contractor's Equipment" means all equipment of every kind
                (including, without limitation, vehicles, plant, marine vessels,
                tools and the like) and the constituent parts forming or
                intended to form part thereof, required for the execution of the
                Works, but excluding the Permanent Works and the Temporary
                Works.

                "Day" means a Gregorian calendar day.

                "Defects Liability Period" means:

                (a)     in respect of any Section of the Works for which a
                        Certificate of Practical Completion is issued pursuant
                        to Clause 15 of the General Conditions, the period
                        calculated from the date of Practical Completion thereof
                        identified in the relevant Certificate of Practical
                        Completion until such period as stated in the Appendix
                        to the Conditions of Contract after the date of
                        Practical Completion of the Works, as identified in the
                        Certificate of Practical Completion for the Works; and

                                  SCC/1 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC1     Special Conditions of Contract (Cont'd)

                (b)     in respect of the Works, such period as stated in the
                        Appendix to the Conditions of Contract calculated from
                        the date of Practical Completion of the Works identified
                        in the Certificate of Practical Completion for the
                        Works.

                "Employer" means the Kowloon-Canton Railway Corporation ("KCRC")
                established under the Kowloon-Canton Railway Corporation
                Ordinance contained in Chapter 372 of the laws of Hong Kong, and
                its successors and assignees.

                "Employer's Representative" means such representative from the
                Employer.

                "Form of Tender" means the document identified as such, duly
                completed and signed by the Main Contractor and included in his
                tender submission.

                "Government" means the Government of the Special Administrative
                Region of Hong Kong.

                "Independent Checking Engineer" means the person, firm or
                company identified as such in the Letter of Acceptance or any
                replacement thereof from time to time appointed by the Main
                Contractor in accordance with Clause SC34.

                "Letter of Acceptance" means the letter identified as such,
                issued from the Employer to the Main Contractor confirming to
                contract award.

                "Month" means a Gregorian calendar month.

                "Permanent Works" means all permanent works of every kind to be
                executed by the Main Contractor in accordance with the Contract
                and which are to become a permanent part of the building or the
                structure being constructed including, without limitation, all
                goods, materials and other constituent parts forming or intended
                to form part thereof.

                "Resident Site Staff" means such representative on Site as may
                be appointed by the Architect from time to time.

                "Site" means the land and other places on, under in or through
                which the Works are to be executed and any other areas
                designated as storage or work areas.

                "Specification" means the documents identified as such and
                issued by or on behalf of the Employer, subject to any amendment
                thereof or addition thereto or omission therefrom as may from
                time to time be issued by the Architect.

                "Schedule of Rates" means the documents identified as such,
                incorporating all pricing details completed by the Main
                Contractor and contained in his tender submission.

Addendum No. 1                    SCC/2 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC1     Special Conditions of Contract (Cont'd)

                "Section" means any part of the Works identified as such in the
                Specification to which a Date for Completion is allocated and in
                respect of which a Certificate of Practical Completion is to be
                issued.

                "Specialist Contractors" means any of the following whose
                activities or the works they are engaged to carry out in any way
                or at any time affect or are affected by the Works:

                (a)     contractors and design or specialist consultants engaged
                        from time to time by the Employer, the Government or the
                        Mass Transit Railway Corporation including, without
                        limitation, the railway contractors engaged by the
                        Employer;

                (b)     developers or franchisees appointed from time to time by
                        the Employer;

                (c)     sub-contractors of any tier of the contractors within
                        category (a) above, and contractors and sub-contractors
                        of any tier of developers and franchisees within
                        category (b) above;

                provided that the definition shall exclude the Main Contractor
                and his sub-contractors of any tier in relation to the Works
                and in any other capacity which would otherwise fall within
                categories (a) to (c) above in relation to other works.

                "Temporary Works" means all works of a temporary nature of every
                kind required for the execution of the Works, including, without
                limitation, false work, temporary structures and buildings and
                temporary earth works (including the goods, materials and other
                constituent parts forming or intended to form part thereof).

        (3)     The Conditions of Contract shall comprise the General
                Conditions, the Special Conditions including Annexes, and the
                Appendix to the Conditions of Contract.

        (4)     Where is any discrepancy between the General Conditions and the
                Special Conditions, the Special Conditions shall prevail.

        (5)     Add "General" before "Conditions" whenever the word "Conditions"
                appears in any of Clauses 1 to 36 of the General Conditions.

Addendum No. 2                    SCC/3 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC2     Articles of Agreement

        2.1     Delete the words "has caused Drawings and a Specification marked
                "A"**" and replace with "has caused Contract Documents" in line
                6 of the first recital.

        2.2     Delete the words "And Whereas the said Drawings ______" to
                "______ have been" and replace with "And Whereas the said
                Contract Documents have been" in lines 1 to 3 of the second
                recital.

        2.3     Delete the words "For the consideration hereinafter ______" to
                "______ and in the said Conditions." from Article 1 and replace
                with the following:-

                "For the consideration hereinafter mentioned the Main Contractor
                will upon and subject to the General Conditions annexed hereto
                and the Special Conditions (together "the Conditions of
                Contract") carry out and complete the Works shown upon and
                described by or referred to in the Contract Documents."

        2.4     Add "of Contract" after "Conditions" in line 1 of Article 3 and
                line 1 of Article 4[A].

        2.5     Replace "said" by "General" in line 8 of Article 3 and in line 8
                of Article 4[A].

        2.6     Article 4[B] shall not apply to this Contract and shall be
                deleted.

        2.7     The Contract shall be executed under seal, accordingly Page 3 of
                the Articles of Agreement shall be amended so that each legal
                entity shall execute the Articles by affixing the Corporate Seal
                of each company or by execution under seal by an attorney
                appointed by each company.

                                  SCC/4 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC3     Clause 1 - Main Contractor's Obligations

        Replace the whole of Clause 1 of the General Conditions by the
        following:-

        "1.     (1)     The Main Contractor shall upon and subject to these
                        Conditions carry out, take full responsibility for the
                        care of, and complete the Works in compliance with the
                        Contract Documents in every respect to the satisfaction
                        of the Architect and any Government department or public
                        body having jurisdiction in relation to the Works.

                (2)     If the Main Contractor shall find any discrepancy in or
                        divergence between the Contract Documents he shall
                        immediately give to the Architect a written notice
                        specifying the discrepancy or divergence, and the
                        Architect shall issue instructions in regard thereto.

                (3)     The Main Contractor shall be responsible for the
                        detailed design of all Temporary Works for which the
                        Architect has not provided a design, and of any
                        Permanent Works required to be designed by the Main
                        Contractor as stated in the Contract Documents. Such
                        design work shall constitute part of the Works. All such
                        design (which shall include selection of appropriate
                        proprietary articles) shall be carried out in due time
                        by a trained and experienced person competent in the
                        relevant field in accordance with relevant British
                        Standard Codes of Practices and/or good practice, to
                        meet conditions imposed by the Specification, the
                        environment, the expected life of the building and other
                        relevant factors. The Main Contractor warrants each and
                        every such design accordingly. A review by the Architect
                        of the visual intent of the design of Permanent Works
                        and its compliance with the contract terms shall be
                        obtained, but this shall not be deemed to be any waiver
                        of the design responsibility of the Main Contractor thus
                        set out, or of any actual or implied warranty of the
                        Main Contractor or the supplier to him of any
                        proprietary article."

                                  SCC/5 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC4     Clause 2 - Architect's Instructions

        4.1     Add the following at the end of sub-clause 2(1) of the General
                Conditions:-

                "In such case the Main Contractor shall provide all necessary
                access and facilities to and shall not interfere with such other
                persons so employed by the Employer in carrying out the relevant
                works."

        4.2     Add the following as sub-clause 2(4) of the General Conditions:-

                "(4)    The Architect shall be empowered to issue instructions
                        at any time prior to the issue of the Certificate of
                        Completion of Making Good Defects, including at a time
                        when the Main Contractor is continuing to execute the
                        Works or any Section thereof beyond the Date for
                        Completion of the relevant Section stated in relation
                        thereto in the Appendix to these Conditions or beyond
                        any extended time fixed under Clause 23 or Clause
                        33(1)(c) of the General Conditions."

SC5     Clause 3 - Contract Documents

        5.1     Replace the whole of sub-clause 3(2) of the General Conditions
                by the following:-

                "Immediately after execution of this Contract the Architect
                without charge to the Main Contractor shall furnish him with two
                copies of the Contract Documents (unless he shall have been
                previously furnished with these)."

        5.2     Add the following as sub-clauses 3(8) and 3(9) of the General
                Conditions:-

                "(8)    Notwithstanding anything elsewhere stated in the General
                        Conditions and Special Conditions, the Contract shall
                        mean the Articles of Agreement, the Letter of
                        Acceptance, the Conditions of Contract, the Form of
                        Tender, the Schedule of Rates, the Specification and the
                        Contract Drawings and "Contract Documents" shall have a
                        corresponding definition.

                        It is expressly stated that this Contract shall be
                        executed under seal.

                                  SCC/6 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC5     Clause 3 - Contract Documents (Cont'd)

        5.2     Cont'd

                (9)     The Contract Documents are to be taken as mutually
                        explanatory. In the event of any inconsistency between
                        the Contract Documents, the documents shall be
                        interpreted by reference to the following order of
                        precedence unless a contrary intention is expressed by
                        any other provision of the Contract:

                        (a)     the Letter of Acceptance shall prevail over any
                                other document forming the Contract (unless
                                stated otherwise therein);

                        (b)     subject to paragraph (a) of this sub-clause, the
                                provisions of any Special Conditions of Contract
                                shall prevail over those of any other document
                                forming the Contract; and

                        (c)     subject to paragraphs (a) and (b) of this
                                sub-clause, the provisions of the General
                                Conditions of Contract shall prevail over those
                                of any other document forming the Contract."

SC6     Clause 4 - Statutory Obligations, Notices, Fees and Charges

        6.1     The words "or which shall become legally demandable" shall be
                added after the words "legally demandable" in the second line of
                sub-clause 4(2) of the General Conditions.

        6.2     The words "Provided that the amount of any such fees ______"
                from the fifth line up to "______ Summary of Tender" at the end
                of the sub-clause shall be deleted from sub-clause 4(2) of the
                General Conditions.

        6.3     Add the following at the end of sub-clause 4(2) of the General
                Conditions:-

                "The Main Contractor shall be liable to pay and shall be deemed
                to have made due allowance in the Contract Sum for changes in
                any statutory obligations including any additions or amendments
                thereto during the course of the Contract, and which are
                applicable to the Works."

                                  SCC/7 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC7     Clause 5 - Levels and Setting Out of the Works

        Replace the whole of Clause 5 of the General Conditions by the
        following:-

        "5.     (1)     The Architect shall determine any levels which may be
                        required for the execution of the Works, and shall
                        furnish to the Main Contractor by way of accurately
                        dimensioned drawings such information as shall enable
                        the Main Contractor to set out the Works. The Main
                        Contractor shall be responsible for and shall employ
                        duly qualified surveyors for the true and proper setting
                        out of the Works and for the correctness of the
                        position, levels, dimensions and alignment of all parts
                        of the Works and for the provision of all necessary
                        instruments, appliances and labour in connection
                        therewith.

                (2)     If at any time during the progress of the Works any
                        error shall appear in, or arise as a result of the
                        position, levels, dimensions or alignment of any part of
                        the Works, the Main Contractor shall, at his own
                        expense, rectify such error to the satisfaction of the
                        Architect unless such error is based on incorrect data
                        shown on the Contract Documents in which case the
                        rectification shall be treated as a variation ordered in
                        accordance with Clause 11 of the General Conditions."

SC8     Clause 6 - Materials, Goods and Workmanship to Conform to Description,
        Testing and Inspection

        8.1     Replace the whole of sub-clause 6(1) of the General Conditions
                by the following:-

                "(1)    All materials, goods and workmanship shall be of the
                        respective character, quality or kind required by the
                        Contract Documents and in accordance with the
                        instructions and to the satisfaction of the Architect.
                        All works of design (to the extent required by the
                        Contract Documents) shall be executed with reasonable
                        skill and care."

                                  SCC/8 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC8     Clause 6 - Materials, Goods and Workmanship to Conform to Description
        Testing and Inspection (Cont'd)

        8.2     Replace the whole of sub-clause 6(3) of the General Conditions
                with the following:-

                "(3)    The Architect may issue instructions requiring the Main
                        Contractor to open up for inspection any work covered up
                        or to arrange for or carry out any test of any
                        materials, goods, design (to the extent required by the
                        Contract) (whether or not already incorporated in the
                        Works) or of any executed work, and the cost of such
                        opening up or testing (together with the cost of making
                        good in consequence thereof) shall be added to the
                        Contract Sum unless:-

                        (a)     they are required in the Contract Documents
                                and/or the regulations of the authorities with
                                due jurisdiction over the work, or

                        (b)     the inspection or test shows that the said work,
                                materials, goods, design or workmanship are not
                                in accordance with the Contractor, or

                        (c)     the inspections or tests are considered
                                necessary by the Architect due to the failure of
                                any prior inspections or tests which then
                                necessitates further investigation.

                        The Main Contractor shall notify the Architect in
                        writing before work is covered up and give him at least
                        3 full working days' notice to inspect. Should any work
                        be covered up without the required notice being given
                        then, whether or not the work is in accordance with the
                        Contract, the Main Contractor will be responsible for
                        all costs of such opening up, carrying out any tests,
                        and making good and no extension of time shall be
                        granted in this respect."

        8.3     The words "rectification or" shall be added between the words
                "the" and "removal" to first line of sub-clause 6(4) and the
                words "in his opinion" shall be added between the words "which"
                and "are" to the second line of sub-clause 6(4) of the General
                Conditions.

        8.4     The word "person" shall be deleted from the second line of
                sub-clause 6(5) of the General Conditions and shall be replaced
                by "person, company or firm".

                                  SCC/9 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC9     Clause 7 - Royalties and Patent Rights

        Replace the whole of Clause 7 of the General Conditions with the
        following:-

        "7.     Royalties and Patent Rights

                All royalties or other sums payable in respect of the supply and
                use in carrying out the Works as described by or referred to in
                the Contract Documents of any patented articles, processes or
                inventions shall be deemed to have been included in the Contract
                Sum. Provided that where in compliance with Architect's
                instructions the Main Contractor shall supply and use in
                carrying out the Works any patented articles, processes or
                inventions, all royalties damages or other monies which the Main
                Contractor may be liable to pay to the persons entitled to such
                patent rights shall be added to the Contract Sum."

SC10    Clause 8 - Foreman In Charge

        Replace the whole of Clause 8 of General Conditions with the following:-

        "8.     Main Contractor's Personnel

                The Main Contractor shall deploy and maintain upon the Works
                management and supervisory personnel of an appropriate number,
                seniority and background having regard to the extent and nature
                of the Works and shall without prejudice to the generality of
                the foregoing comply strictly with provisions of the Contract."

SC11    Clause 10- Clerk of Works

        11.1    Delete the words from "The Employer" in line 1 to "______ the
                Architect" in line 3 of Clause 10 of the General Conditions and
                replace with "The Architect shall be entitled to appoint
                Resident Site Staff as representatives to act on his behalf
                under his directions and with authority delegated to them as
                shall be notified to the Main Contractor in writing by the
                Architect".

        11.2    Delete the words "the Clerk of Works or" in line 5 of Clause 10
                of the General Conditions.

SC12    Clause 11 - Variations, Provisional and Primp Cost Sums

        12.1    The following shall be added after the word "Contract" in the
                last line of sub-clause (2) to Clause 11 of the General
                Conditions:-

                "and shall include the power to require variations in any
                proposed or specified sequence, timing or method of
                construction".

        12.2    The following shall be added at the end of sub-clause (3) to
                Clause 11 of the General Conditions:-

                "Any work in relation to which a provisional sum is stated in
                the Specification or Schedule of Rates shall only be executed in
                whole or part upon the issue of an instruction by the Architect
                under this Clause 11(3). If the Architect issues no such
                instruction, the said work shall not form part of the Works and
                the Main Contractor shall not be entitled to payment for or in
                connection with such work."

        12.3    The following shall be added after the word "sums" in lines 2
                and 8 of sub-clause (4) to Clause 11 of the General Conditions:-

                "or provisional quantities".

Addendum No. 1                   SCC/10 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC12    Clause 11 - Variations, Provisional and Prime Cost Sums (Cont'd)

        12.4    Add the following as sub-clause 4(c)(iv) to Clause 11 of the
                General Conditions:-

                "(iv)   Where no such rates have been inserted and where any
                        item of constructional plant is specifically provided
                        for work valued under sub-clause 11(4)(c) of the General
                        Conditions such constructional plant shall be valued at
                        the cost of hiring plus the cost of transportation with
                        an addition of fifteen per cent (15%) for consumables,
                        overheads and profit."

        12.5    The following shall be inserted before the word "provided" in
                the first line of the last paragraph of sub-clause (4)(c) to
                Clause 11 of the General Conditions:-

                "Provided that the Main Contractor shall give at least three
                days notice in writing to the Architect of any intention to
                carry out works which he proposes should be valued using daywork
                rates and"

        12.6    Add the following at the end of sub-clause 11(6) of the General
                Conditions.

                "The written application by the Main Contractor shall include a
                fully detailed and substantiated claim showing the build-up of
                such loss and/or expense claimed by the Main Contractor and
                shall be made within 28 days of the commencement of the event
                giving rise to such loss and/or expense. Any lapse of time
                longer than 28 days shall be deemed to be an unreasonably
                distant time for the above stated purpose and the Main
                Contractor shall be deemed to have waived his rights to such
                claim. The Main Contractor shall thereafter submit further
                applications at intervals of no less than 30 days should the
                duration of the event make such necessary. The provision of the
                fully detailed and substantiated build-up at the time the
                written application is submitted is a prerequisite for any claim
                under this heading being accepted for consideration.
                Notification only of a future intention to submit a claim under
                this heading will not be accepted as complying with the
                requirements of this Clause.

                Provided always that the Main Contractor shall have taken all
                practical measures to have anticipated, prevented or mitigated
                the effects of the event that gave rise to the direct loss
                and/or expense."

        12.7    Delete the words "the Contract Drawings and described by or
                referred to in the Specification" in lines 2 to 3 of sub-clause
                11(2) of General Conditions and replace with "and described by
                or referred to in the Contract Documents".

        12.8    Add the words "or Schedule of Rates" after the words "the
                Specification" in the following sub-clauses of the General
                Conditions:-

                (i)     line 2 of sub-clause 11(3);
                (ii)    lines 3 and 8 of sub-clause 11(4);
                (iii)   line 4 of sub-clause 11(5); and
                (iv)    line 3 of sub-clause 11(6).

                                 SCC/11 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC12A   Clause 12 - Quality and Quantity of the Work

        12A.1   Replace the whole of sub-clause 12(1) of the General Conditions
                with the following:-

                "(1)    The quality and quantity of the work included in the
                        Contract Sum shall be ascertained by reference to the
                        whole of the Contract Documents."

        12A.2   Delete the word "Any" in the first line of sub-clause 12(4) of
                the General Conditions, and replace with the following:-

                "Save for the Provisional Quantities provided in the Schedule of
                Rates, any"

SC13    Clause 13 - Contract Sum

        Add the following at the end of Clause 13 of the General Conditions:-

        "There will be no adjustment to the Contract Sum for rises or falls in
        the cost of labour or materials or plant or exchange rates of
        currencies."

SC14    Clause 14 - Materials and Goods, Unfixed or Off-site

        14.1    Delete the words "and any materials ______" to "______ has
                received payment" from line 2 to 4 of Clause 14 of the General
                Conditions.

        14.2    Delete the words "but subject to Clause 20[B] of these
                Conditions (if applicable)," in line 9 of Clause 14 of the
                General Conditions and replace with "and".

Addendum No. 1                   SCC/12 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC15    Clause 15 and 16 "Practical Completion and Defects Liability" and
        "Sectional Completion"

        The whole of Clauses 15 and 16 of the General Conditions shall be
        deleted and replaced by the following:-

        "15.    (1)     As soon as in the opinion of the Architect the Works or
                        any Section thereof shall have been practically
                        completed the Architect shall subject to sub-clause (2)
                        issue a Certificate of Practical Completion to the Main
                        Contractor in respect of the whole of the Works or the
                        said Section, and Practical Completion of the Works or
                        said Section shall be deemed for all purposes of the
                        Contract to have taken place on the day named in such
                        Certificate.

                (2)     No Certificate of Practical Completion for the whole of
                        the Works or for any Section thereof shall be issued
                        unless the Main Contractor shall have validly assigned
                        to the Employer all manufacturers' or suppliers'
                        warranties for all materials, goods and plant
                        incorporated into that Section, or the whole of the
                        Works for which the Certificate of Practical Completion
                        is to be issued.

                (3)     As soon as practicable after the commencement of any
                        Defects Liability Period in respect of a Section or the
                        Works or at such time otherwise required by the
                        Architect, the Main Contractor shall execute any work of
                        repair or rectification and make good any defects,
                        omissions, incomplete work, imperfections, shrinkage,
                        settlement or other faults which are identified within
                        the Defects Liability Period that are due to the design
                        (to the extent required by the Contract), materials,
                        goods or workmanship not in accordance with this
                        Contract or due to typhoon(s) occurring before Practical
                        Completion of the Works or any Section thereof or due to
                        neglect or failure on the part of the Main Contractor to
                        comply with any obligation express or implied on the
                        Main Contractor's part under the Contract, in accordance
                        with schedules of defects issued by the Architect. The
                        Architect shall deliver such schedules to the Main
                        Contractor as instructions of the Architect from time to
                        time during the Defects Liability Period applicable
                        thereto and not later than 14 days after its expiry. The
                        faults therein specified shall be made good by the Main
                        Contractor at no cost to the Employer unless the
                        Architect shall otherwise instruct, in which case an
                        appropriate deduction in respect of any such
                        rectification work not carried out shall be made from
                        the Contract Sum.

Addendum No. 1                   SCC/13 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC15    Clause 15 and 16 "Practical Completion and Defects Liability" and
        "Sectional Completion" (Cont'd)

                (4)     Upon the expiry of the Defects Liability Period of the
                        Works or any Section thereof and when in the opinion of
                        the Architect all works of repair and rectification have
                        been carried out and all defects, omissions, incomplete
                        work, imperfections, shrinkages, settlement or other
                        faults which he may have required to be made good under
                        this Clause shall have been made good in the condition
                        required by the Contract he shall issue a certificate in
                        respect of the Works or any Section thereof to that
                        effect, and completion of making good of defects of the
                        Works or any Section thereof shall be deemed for all the
                        purposes of this Contract to have taken place on the day
                        named in such Certificate (the Certificate of
                        Completion of Making Good Defects).

                (5)     In no case shall the Main Contractor be required to make
                        good at his own cost any damage by typhoon(s) which may
                        appear after the date of Practical Completion of the
                        Works or any Section thereof identified in the relevant
                        Certificate of Practical Completion, unless the
                        Architect shall certify that such damage is due to the
                        design (to the extent required by the Contract),
                        materials, goods or workmanship not in accordance with
                        this Contract or due to neglect or failure on the part
                        of the Main Contractor to comply with any obligation
                        express or implied on the Main Contractor's part under
                        the Contract.

                (6)     If the Main Contractor shall fail to carry out any such
                        work as is referred to in sub-clause (5) within the
                        period stated in the schedules of defects, then the
                        Employer shall be entitled to arrange that such work be
                        carried out by others and the additional cost incurred
                        by the Employer in so doing shall be recoverable from
                        the Main Contractor by the Employer as a debt or may be
                        deducted from any sums due or to become due to the Main
                        Contractor under the Contract.

                                 SCC/14 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC15    Clause 15 and 16 "Practical Completion and Defects Liability" and
        "Sectional Completion" (Cont'd)

                (7)     The Architect may instruct any such work as is referred
                        to in sub-clause(3) to be carried out by others as he
                        deems fit and appropriate, whereby the Main Contractor
                        shall undertake to reimburse the Employer the cost of
                        carrying out such work by others and the Employer shall
                        have the right to deduct such cost from payments due to
                        or to become due to the Main Contractor under the
                        Contract or to recover the loss incurred from the Main
                        Contractor as debt.

                (8)     Without prejudice to anything elsewhere contained in the
                        Contract, a Certificate of Practical Completion shall
                        not be issued for the Works or any Section unless the
                        following pre-requisite conditions are fulfilled:-

                        (a)     where applicable, the Occupation Permits(s) (or
                                Temporary Occupation Permits(s) as applicable)
                                for the buildings/structures comprised in the
                                Works have been issued by the Building
                                Authority;

                        (b)     the Works or any Section thereof have
                                satisfactorily passed any final tests that may
                                be prescribed by the Contract; and

                        (c)     the Works or any Section thereof have been
                                substantially completed to the satisfaction of
                                the Architect.

                        (d)     where applicable, the Works or any Sections
                                thereof have been fully accepted by the
                                Government and/or transport undertaking
                                entities, save for any refusal to accept the
                                Works or any Sections thereof is solely due to a
                                reason for which the Main Contractor is not
                                liable under the terms and condition of the
                                Contract.

                (9)     The issue of a Certificate of Practical Completion shall
                        not constitute approval of any work or other matter nor
                        shall it prejudice any claim by the Employer or Main
                        Contractor.

        "16.    NOT USED."

                                 SCC/15 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC16    Clause 17 - Assignment or Sub-letting

        Delete the whole of Clause 17 of the General Conditions and replace by
        the following:-

        "17     (1)     The Main Contractor shall not sub-contract the whole of
                        the Works.

                (2)     The Main Contractor shall sub-contract the performance
                        of his design checking obligations subject to and in
                        accordance with Clause SC34 of the Special Conditions.

                (3)     Save as provided by sub-clause (2) of this Clause the
                        Main Contractor shall not sub-contract any part of the
                        Works without prior consent of the Architect.

                (4)     If the Main Contractor wishes to sub-contract part of
                        the Works other than pursuant to sub-clause (2) of this
                        Clause he shall submit to the Architect:-

                        (a)     the identity of the sub-contractor proposed to
                                be employed;

                        (b)     particulars of the part of the Works to be
                                sub-contracted, and

                        (c)     the proposed terms upon which the sub-contractor
                                is to be employed.

                        Such information shall be supplied by the Main
                        Contractor in sufficient time to enable the Architect to
                        evaluate the capacity and ability of the proposed
                        sub-contractor to execute the part of the Works to be
                        sub-contracted and to enable the Main Contractor to
                        select an alternative party in the event that the
                        Architect withholds his consent to the proposed
                        sub-contracting.

                (5)     The Main Contractor shall ensure that the terms of any
                        sub-contract imposed on the sub-contractor contain such
                        terms of the Contract as are applicable and appropriate
                        to the part of the Works to be sub-contracted so as to
                        enable the Main Contractor to comply with his
                        obligations in respect of such part.

                (6)     The Main Contractor shall use all reasonable endeavours
                        to incorporate in any of the sub-contracts referred to
                        in sub-clauses (2) and (4) of this Clause such terms and
                        conditions as the Architect may request the Main
                        Contractor to so incorporate.

                (7)     The Main Contractor shall ensure that the proposed terms
                        and conditions of sub-contract referred to in sub-clause
                        (5) of this Clause shall include a provision by which
                        the sub-contractor is obliged to provide a warranty
                        executed as a deed in favour of the Employer, in the
                        form appearing in Annex A to the Special Conditions,
                        unless the Employer notifies the Main Contractor that no
                        such warranty is required in respect of any
                        sub-contract. The Main Contractor shall submit a
                        warranty, duly executed, in the said form to the
                        Employer within 28 (twenty eight) days of the Main
                        Contractor's appointment of each relevant sub-contractor
                        in accordance with this Clause.

                                 SCC/16 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC16    Clause 17 - Assignment or Sub-letting (Cont'd)

                (8)     The Main Contractor shall, after receiving consent to
                        any sub-contracting, supply to the Architect such
                        copies of the terms and conditions (including, without
                        limitation, rates and prices) of the sub-contract as
                        the Architect may instruct, and the Main Contractor
                        shall not after entering into the sub-contract, amend,
                        vary or waive the terms and conditions thereof in any
                        respect material to compliance by the Main Contractor
                        with his obligations, without prior consent.

                (9)     The Architect shall be entitled to communicate directly
                        with the Main Contractor's sub-contractors of any tier,
                        keeping the Main Contractor informed of any significant
                        communication, provided that the Architect shall not be
                        entitled to issue directly to any sub-contractor, any
                        instruction or decision affecting the Main Contractor's
                        obligations or liabilities to a sub-contractor of any
                        tier.

                (10)    No sub-contracting shall relieve the Main Contractor
                        from any obligation or liability nor create any
                        obligation or liability on the part of the Employer. The
                        Main Contractor shall be liable for the acts and
                        omissions of his sub-contractors of any tier as if they
                        were the acts and omissions of the Main Contractor.
                        Without prejudice to the foregoing, the Main Contractor
                        shall provide all necessary superintendence to ensure
                        that the part of the Works to be executed by his
                        sub-contractors shall comply with the requirements of
                        the Contract.

                (11)    The Architect may, notwithstanding previous consent
                        pursuant to sub-clause (3) of this Clause, instruct the
                        Main Contractor to discontinue the participation in the
                        Works of any of the Main Contractor's sub-contractors of
                        any tier if, in the opinion of the Architect, the
                        sub-contractor causes or contributes to a material
                        breach by the Main Contractor of any term of the
                        Contract. Following the issue of any such instruction,
                        the Main Contractor shall ensure that the relevant
                        sub-contractor does not participate in the Works again
                        without prior consent.

                (12)    If a sub-contractor of any tier provides to the Main
                        Contractor a warranty in connection with the Works, and
                        if the Employer so instructs, the Main Contractor shall
                        assign the benefit of the warranty to the Employer,
                        provided that in the event of any such assignment, the
                        Employer shall use reasonable endeavours to enforce the
                        said warranty against the relevant sub-contractor before
                        enforcing the Contract against the Main Contractor in
                        respect of any matter for which a cause of action exists
                        against the sub-contractor under the said warranty.

                (13)    If the Main Contractor is in breach of any of the
                        provisions of this Clause in respect of any
                        sub-contractor appointed by the Main Contractor, the
                        Employer may, without prejudice to any other rights or
                        remedies it may have, withhold all interim payments in
                        relation to which the Main Contractor is to receive
                        payment in respect of that part of the Works
                        sub-contracted, until the breach is remedied."

                                 SCC/17 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC17    Clause 18 - Injury to Persons and Property and Employer's Indemnity

        17.1    In sub-clause (1) of Clause 18 of the General Conditions delete
                "unless due to any act or neglect of the Employer or of any
                person for whom the Employer is responsible" and insert
                "provided that the Main Contractor's liability to indemnify the
                Employer as aforesaid shall be reduced proportionally to the
                extent that the act or neglect of the Employer, his servants or
                agents may have contributed to the said expenses, liability,
                loss, claim or proceedings"

        17.2    In sub-clause (2) of clause 18 of the General Conditions delete
                the words "Except for such loss or damage as is at the risk of
                the Employer under Clause 20(B) of these Conditions (if
                applicable) the" in lines 1 and 2 and add the word "The".

        17.3    In sub-clause (2) of clause 18 of the General Conditions delete
                "same is due to any negligence, omission or default of the Main
                Contractor, his servants or agents or of any sub-contractor, his
                servants or agents" and insert "Main Contractor's liability to
                indemnify the Employer as aforesaid shall be reduced
                proportionally to the extent that the act or neglect of the
                Employer his servant or agents may have contributed to the said
                expense, liability, loss, claim or proceeding"

        17.4    Add the following as sub-clause (3) and (4) of Clause 18 of the
                General Conditions:-

                "(3)    The Main Contractor shall indemnify and keep indemnified
                        the Employer against all claims, demands, proceedings,
                        costs, charges and expenses whatsoever arising from any
                        accident or injury to any workman or other person other
                        than in the employment of the Main Contractor or any
                        Nominated or domestic sub-contractors, provided always
                        that the Main Contractor's liability to indemnify the
                        Employer as aforesaid shall be reduced proportionally to
                        the extent that the act or neglect of the Employer his
                        servant or agents may have contributed to the said
                        expense, liability, loss, claim or proceeding.

                (4)     The Main Contractor shall indemnify and keep indemnified
                        the Employer against any cost, expense, liability, loss,
                        damage, claim or proceedings whatsoever suffered or
                        incurred as a result of any injury or damage whatsoever
                        to any Section of the Works which has been certified as
                        complete and taken into occupation and use by the
                        Employer or any tenant or licensee of the Employer or to
                        any other work, materials or goods located in the said
                        Section, which arises out of the carrying out of the
                        Works (whether in other Sections or, in the case of work
                        which the Main Contractor has undertaken to carry out,
                        or is obliged by Clause 15(6) of the General Conditions
                        to carry out, in the Section certified as complete as
                        aforesaid), provided always that the Main Contractor's
                        liability to indemnify the Employer as aforesaid shall
                        be reduced proportionally to the extent that the act or
                        neglect of the Employer his servant or agents may have
                        contributed to the said expense, liability, loss, claim
                        or proceeding."

                                 SCC/18 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC18    Clause 19 - Insurance against Injury to Persons and Property

        The whole of Clause 19 shall be deleted. Refer to Clauses SC37, SC38 and
        SC39 for Insurance.

SC19    Clause 20 - Insurance of the Works

        The whole of Clause 20 shall be deleted. Refer to Clauses SC37, SC38 and
        SC39 for Insurance.

                                 SCC/19 of 47               Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC20    Clause 21 - Possession, Completion and Postponement

        20.1    Delete sub-clause (1) of Clause 21 of the General Conditions and
                replace with the following:-

                "(1)    On the relevant Date for Possession stated in the
                        Appendix to the Conditions of Contract, in respect of
                        the whole or any part (as may be specified in the
                        Contract Documents) of the Site, possession of the Site
                        or that part (as applicable) shall be given to the Main
                        Contractor who shall thereupon begin the Works and
                        proceed with the same regularly and diligently. The Main
                        Contractor shall complete the Works and each Section
                        thereof on or before the respective Dates for Completion
                        thereof stated in the said Appendix subject nevertheless
                        to the provisions for extension of time contained in
                        Clauses 23 and 33(1)(c)."

        20.2    Add the following as sub-clause 21(3) of the General
                Conditions:-

                "(3)    The Architect may issue instructions suspending or
                        stopping all work or any part of the Works for such time
                        or times and in such manner as the Architect may
                        consider necessary if any such instruction is:-

                        (a)     otherwise provided for in the Contract; or

                        (b)     necessary by reason of weather conditions
                                affecting the safety or quality of the Works or
                                any part thereof; or

                        (c)     necessary by reason of default on the part of
                                the Main Contractor or any person carrying out
                                the Works for not complying with the Contract
                                Documents or the Architect's instructions,
                                and/or any requirement of Statutory or relevant
                                Government authorities; or

                        (d)     necessary for the proper execution of the Works
                                or for the safety of the Works or any part
                                thereof in as much as such necessity does not
                                arise from any act or default of the Architect
                                or the Employer.

                        The Main Contractor shall upon the written instruction
                        of the Architect suspend and stop the progress of the
                        Works or any part thereof for such time and in the
                        manner as contained in such instruction, and shall
                        during such suspension or stop work properly protect and
                        secure the Works to the Architect's satisfaction.

                        Except where provided otherwise in the Contract, all
                        costs incurred in connection with the suspension or
                        stopwork instruction under this Clause shall be borne by
                        the Main Contractor and no extension of time will be
                        granted in this respect. The Main Contractor shall not
                        be entitled to claim for loss and/or expenses in
                        connection with such suspension or stopwork
                        instruction."

                                  SCC/20 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC21    Clause 22 - Damages for Non-completion

        21.1    After the words "the Works" in lines 1 and 6 of Clause 22 of the
                General Conditions insert the following:-

                ",or any Section thereof,"

        21.2    After the words "a sum calculated" in line 5 of Clause 22 of the
                General Conditions insert the following:-

                "by the Architect"

        21.3    Prior to the words "Dater for Completion" in line 1 of Clause 22
                of the General Conditions insert the following:-

                "relevant"

                                  SCC/21 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC22    Clause 23 - Extension of Time

        Replace the whole of Clause 23 of the General Conditions by the
        following:-

        "23.    (1)     Upon it becoming reasonably apparent that the progress
                        of the Works or any Section thereof is delayed, or is
                        likely to be delayed, the Main Contractor shall as soon
                        as practicable but in any event within 28 days give
                        written notice to the Architect of the cause or causes
                        of the delay. The Main Contractor shall, if practicable
                        in such notice or otherwise in writing as soon as
                        possible after such notice, give particulars of the
                        expected effects of the delay, or potential delay, and
                        shall estimate the extent, if any, of the expected delay
                        to the completion of the Works or any Section thereof
                        beyond the respective Date for Completion stated in the
                        Appendix to the Conditions of Contract or beyond any
                        extended time previously fixed under the Conditions of
                        Contract. The Main Contractor shall give such further
                        notices as may be reasonably necessary or as the
                        Architect may reasonably require for keeping up to date
                        the particulars and estimate of the expected delay to
                        the completion of the Works or any Section thereof.

                (2)     If, in the opinion of the Architect, upon receipt of any
                        notice, particulars and estimate given by the Main
                        Contractor under sub-clause (1) of this Clause, the
                        completion of the Works or any Section thereof is
                        likely to be or has been delayed beyond the relevant
                        Date for Completion stated in the Appendix to the
                        Conditions of Contract or beyond any extended time
                        previously fixed under the Conditions of Contract,

                        (a)     by force majeure, or

                        (b)     by reason of inclement weather or the subsequent
                                effects of such inclement weather adversely
                                affecting the progress of the Works; for the
                                purpose of this sub-clause 'inclement weather'
                                is defined as the hoisting of Typhoon Signal No.
                                8 or higher or a Red Rainstorm Warning, or

                        (c)     by reason of loss or damage to the Works
                                occasioned by fire, lightning, explosion, storm,
                                typhoon, flood, bursting or overflowing of water
                                tanks, apparatus or pipes, earthquake, aircraft
                                and other aerial devices or articles dropped
                                therefrom, riot and civil commotion, to the
                                extent that the loss or damage is not caused or
                                contributed directly or indirectly by any
                                neglect, default, act, omission or breach of
                                contract by the Main Contractor or any
                                sub-contractor, or

                        (d)     by reason of strike or lockout affecting any of
                                the trades employed upon the Works or any of the
                                trades engaged in the preparation, manufacture
                                or transportation of any of the goods or
                                materials required for the Works, or

                        (e)     by reason of Architect's instructions issued
                                under Clause 1(2), 11(1) or 21(2) of the General
                                Conditions, or

                                  SCC/22 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC22    Clause 23 - Extension of Time (Cont'd)

                (2)     (Cont'd)
                        (f)     by reason of the Main Contractor not having
                                received in due time from the Architect
                                necessary instructions, drawings, details or
                                levels (except where such receipt has been
                                delayed by any act or omission of the Main
                                Contractor) for which the Main Contractor
                                specifically applied in writing on a date which
                                having regard to the Date for Completion stated
                                in the Appendix to the Conditions of Contract or
                                to any extension of time then fixed under this
                                Clause or Clause 33(1)(c) of the General
                                Conditions was neither unreasonably distant from
                                nor unreasonably close to the date on which it
                                was necessary for him to receive the same, or

                        (g)     (deleted), or

                        (h)     by delay on the part of Specialist Contractors
                                engaged by the Employer in supplying materials
                                or in executing work directly connected with but
                                not forming part of the Works, except where such
                                delay is due to any act or omission by the Main
                                Contractor, or

                        (i)     by reason of the opening up for inspection of
                                any work covered up or of the testing of any of
                                the work, materials or goods in accordance with
                                Clause 6(3) of the General Conditions (including
                                making good in consequence of such opening up or
                                testing), unless the inspection or test showed
                                that the work, materials or goods were not in
                                accordance with this Contract, or the opening up
                                and/or testing is required under the Contract
                                and/or the regulations of the authorities with
                                due jurisdiction over the work, or the
                                inspections or tests are considered necessary by
                                the Architect due to the failure of any prior
                                inspections or tests which then necessitates
                                further investigation, and provided that the
                                Main Contractor has complied with his
                                obligations pursuant to Clause 6(3) of the
                                General Conditions, or

                        (j)     (deleted), or

                        (k)     by reason of compliance with the provisions of
                                Clause 34 of the General Conditions or with
                                Architect's Instructions issued thereunder, or

                        (l)     by any local authority or utility undertaker
                                failing to commence or to carry out in due time
                                any work directly affecting the execution of the
                                Works except where such failure is due to any
                                act or omission by the Main Contractor, or

                        (m)     the Main Contractor not being given possession
                                of the Site or, where the Contract so provides,
                                such parts thereof in accordance with the
                                Contract or is subsequently deprived of the said
                                Site or part thereof, except where such failure
                                to give or maintain possession is due to any act
                                or omission by the Main Contractor, or

                                  SCC/23 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC22    Clause 23 - Extension of Time (Cont'd)

                (2)     (Cont'd)

                        (n)     by reason of any delay, impediment or prevention
                                by the Employer or the Architect.

                        (o)     by an instruction for the rectification of loss
                                and damage due to Excepted Risks pursuant to
                                Clause SC35(6).

                        then the Architect shall so soon as he is able to
                        estimate the length of the delay beyond the date or time
                        aforesaid make in writing a fair and reasonable
                        extension of time for completion of the Works, or the
                        said Section.

                        Provided always that the Main Contractor shall use
                        constantly his all practicable measures to anticipate,
                        prevent or mitigate delay and shall do all that may
                        reasonably be required to the satisfaction of the
                        Architect to proceed with the Works.

                        Provided further that the Architect in determining any
                        such extension of time shall take into account the
                        effect of any omission of work or substantial decrease
                        in quantity of any item of work and may fix a date for
                        completion of the Works earlier than that previously
                        fixed if in his opinion the fixing of such earlier date
                        for completion is fair and reasonable. However, no
                        decision of the Architect under this proviso shall fix a
                        date for completion of the Works earlier than the Date
                        for Completion stated in the Appendix to the Conditions
                        of Contract.

                        Any extension of time granted by the Architect to the
                        Main Contractor shall, except as provided elsewhere in
                        the Contract, be deemed to be in full compensation and
                        satisfaction for any loss or injury sustained or
                        sustainable by the Main Contractor in respect of any
                        matter or thing in connection with which such extension
                        shall have been granted and every extension shall
                        exonerate the Main Contractor from any claim or demand
                        on the part of the Employer for the delay during the
                        period of such extension but not for any delay continued
                        beyond such period. An extended Date or Completion of a
                        Section of the Works shall not of itself entitle the
                        Main Contractor to an extension to the Date for
                        Completion of the whole of the Works.

                (3)     It shall be a condition precedent to the Main Contractor
                        being granted an extension of time under this Clause
                        that he complies strictly with the terms of
                        sub-clause(1) of this Clause.

                (4)     For the avoidance of doubt, if the Architect grants an
                        extension of time in respect of a cause of delay
                        occurring after the Employer is entitled to recover
                        liquidated damages in respect of the Works or any
                        Section thereof, the period of extension of time granted
                        shall be added to the relevant Date for Completion or
                        any extended Date for Completion previously fixed under
                        the Conditions of Contract.

                (5)     Notwithstanding that the Main Contractor is not entitled
                        to or has not claimed an extension of time, the
                        Architect may at any time and from time to time by
                        notice in writing to the Main Contractor extend the time
                        for completion of the Works or any Section for any
                        reason.

Addendum No. 1                    SCC/24 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC23    Clause 24 - Loss and Expense Caused by Disturbance of Regular Progress
        of the Works

        23.1    After the word "levels" in line 2 of sub-clause 24(1)(a) of the
                General Conditions insert the following:-

                "(except where such receipt has been delayed by any act or
                omission of the Main Contractor)"

        23.2    Add after "Contract" in line 5 of sub-clause 24(1)(b):-

                "or the opening up and/or testing is required under the Contract
                and/or the regulations of the authorities with due jurisdiction
                over the work, or the inspections or tests are considered
                necessary by the Architect due to the failure of any prior
                inspections or tests which then necessitates further
                investigation, and provided that the Main Contractor has
                complied with his obligations pursuant to Clause 6(3) of the
                General Conditions"

        23.3    Replace the whole of sub-clause 24(1)(d) of the General
                Conditions by the following:-

                "Delay on the part of a Specialist Contractor engaged by the
                Employer in supplying materials or in executing work directly
                connected with but not forming part of the Works, except where
                such delay is due to any act or omission by the Main Contractor;
                or"

        23.4    Add new sub-clauses 1(f), 1(g) and 1(h) to sub-clause 24(1) of
                the General Conditions as follows:-

                "(f)    The Main Contractor not being given possession of the
                        Site, or where the Contract so provides, such parts
                        thereof in accordance with the Contract or is
                        subsequently deprived of said Site or part thereof,
                        except where such failure to give or maintain possession
                        is due to any act or omission by the Main Contractor; or

                (g)     by reason of any delay, impediment or prevention by the
                        Employer or the Architect.

                (h)     by an instruction for the rectification of loss and
                        damage due to Excepted Risks pursuant to Clause SC35(6).

        23.5    Add the following to the end of sub-clause 24(1) of the General
                Conditions:-

                "Each written application by the Main Contractor shall include a
                fully detailed and substantiated claim showing the build-up of
                such loss and/or expense claimed by the Main Contractor and
                shall, as a condition precedent to reimbursement of any such
                loss and/or expense be made within 28 days of the commencement
                of the event giving rise to such loss and/or expense. Any lapse
                of time longer than 28 days shall be deemed to be an
                unreasonably distant time for the above stated purpose and the
                Main Contractor shall be deemed to have waived his right to such
                claim.

                                  SCC/25 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC23    Clause 24 - Loss and Expense Caused by Disturbance of Regular Progress
        of the Works (Cont'd)

                The Main Contractor shall thereafter submit further written
                applications at intervals of no less than 30 days should the
                duration of the event make such necessary. Notification only of
                a future intention to submit a claim under this heading shall
                not be accepted as complying with the requirements of this
                Clause.

                Provided always that the Main Contractor shall have taken all
                practical measures to have anticipated, prevented or mitigated
                the effects of the event that gave rise to the direct loss
                and/or expense.

                                  SCC/26 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC24    Clause 26 - Determination by Main Contractor

        24.1    Add the following to sub-clause 26(1)(a) of the General
                Conditions between the words "certificate" and "within" in line
                2:-

                "net of any sums which the Employer is for the time being
                entitled under the Contract or at law to deduct from the sum so
                due".

        24.2    Replace the whole of sub-clause 26(1)(c)(ii) of the General
                Conditions by the following:-

                "loss and damages to the Works occasioned by fire, lightning,
                explosion, storm, typhoon, flood, bursting or overflowing of
                water tanks, apparatus or pipes, earthquake, aircraft and other
                aerial devices or articles dropped therefrom, riot and civil
                commotion, provided such loss and damage shall not have been
                caused by neglect, default, act, omission or breach of contract
                by the Main Contractor or any sub-contractor, or".

        24.3    Delete sub-clause 26(1)(c)(iii) of the General Conditions.

        24.4    Add the following to sub-clause 26(1)(c)(v) of the General
                Conditions after the words "the Architect" in line 2:-

                "(except where such receipt has been delayed by any act or
                omission of the Main Contractor)"

        24.5    Replace the whole of sub-clause 26(1)(c)(vi) of the General
                Conditions by the following:-

                "delay on the part of Specialist Contractors engaged by the
                Employer in supplying materials or in executing work directly
                connected with but not forming part of the Works, except where
                such delay is due to any act or omission by the Main Contractor,
                or".

        24.6    Add after "Contract" in line 5 of sub-clause 26(1)(c)(vii):-

                "or the opening up and/or testing is required under the Contract
                and/or the regulations of the authorities with due jurisdiction
                over the work, or the inspections or tests are considered
                necessary by the Architect due to the failure of any prior
                inspections or tests which then necessitates further
                investigation, and provided that the Main Contractor has
                complied with his obligations pursuant to Clause 6(3) of the
                General Conditions".

        24.7    Add the following to the penultimate paragraph of sub-clause
                26(1) of the General Conditions:-

                "and provided that such notice is given at least 28 days prior
                to the intended date of termination and provided that the
                circumstances giving rise to the notice (and specified therein)
                have not been remedied at the end of the period of 28 days."

SC25    Clause 28 - Nominated Suppliers

        Clause 28 of the General Conditions shall not form part of this
        Contract.

                                  SCC/27 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC26    Clause 30 - Certificates and Payments

        26.1    Delete sub-clauses 30 (1), 30 (2) and 30 (2A) of the General
                Conditions and replace with the following:-

                "(1)    The Main Contractor shall submit an application for
                        payment to the Architect and Quantity Surveyor at the
                        end of each Period of Interim Certificates stated in the
                        Appendix to the Conditions of Contract. The application
                        for payment shall:-

                        (i)     state the total value of work properly executed
                                and of materials and goods which are for use in
                                the Permanent Works and have been delivered (but
                                not prematurely) to the Site and are adequately
                                protected and all further sums that the Main
                                Contractor considers to be due to him under the
                                Contract, less any amount which may be retained
                                by the Employer as provided in sub-clause (3) of
                                this Clause and less any amounts previously
                                paid; and

                        (ii)    include a detailed statement in the format of
                                the Schedule of Rates, with the quantity of work
                                executed and unit rate for each item, the sum of
                                which amounts to the estimated value of work
                                properly executed.

                        The Architect and Quantity Surveyor shall check and
                        amend the application for payment by making adjustments
                        to the total value of work properly executed and of
                        materials and goods delivered to the Site pursuant to
                        sub-clause (1) (i) and (ii) above, as they may consider
                        appropriate.

                (2)     The Architect shall within 21 days following receipt of
                        a valid application for payment, issue to the Employer,
                        with a copy to the Main Contractor, an Interim
                        Certificate showing the amount payable after deduction
                        of any amount which may be retained by the Employer as
                        provided in sub-clause (3) of this Clause and less any
                        amount previously paid by the Employer to the Main
                        Contractor by way of interim payment.

                        The Main Contractor shall be entitled to payment of the
                        certified amount payable within the Period for Honouring
                        Certificates stated in the Appendix to the Conditions of
                        Contract.

                        The Architect shall have power to issue a negative
                        certificate showing sums overpaid or otherwise due to
                        the Employer, which shall thereupon be a debt due to the
                        Employer."

        26.2    Delete the words "sub-clause (2) and (2)(A)" in line 2 of
                sub-clause 30(3) of the General Conditions and replace with
                "sub-clause 30(1)."

        26.3    Delete the words "The Employer's interest .... without
                obligation to invest)" in lines 1 and 2 of sub-clause 30(4)(a)
                of the General Conditions and replace with the following:-

                "The amounts so retained shall be held by the Employer without
                obligation to invest it or account for interest thereon or to
                place it in a designated account".

                                  SCC/28 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC26    Clause 30 - Certificates and Payments (Cont'd)

        26.4    Insert the following after the words "Practical Completion" in
                line 1 of sub-clause 30(4)(b) of the General Conditions:-

                "for the Works or any Section thereof"

                Delete the words "the total amounts then so retained" in line 2
                of sub-clause 30(4)(b) and replace with:-

                "the total amounts in respect of the whole of the Works or the
                proportional amounts in respect of any Section of the Works (as
                applicable) then so retained."

        26.5    Delete the words ", and the Main Contractor shall be supplied
                ......." to ".... under sub-clause (6) of this Condition" in
                sub-clause 30(5)(a) of the General Conditions.

        26.6    Delete the words "clause 19(2) of these Conditions" from line 6
                of sub-clause 30(5)(c) of the General Conditions and replace
                with "Clause SC38(1)(f) of the Special Conditions"

        26.7    Insert the following between the words "in all cases" and "pro
                rata" in line 13 of sub-clause 30(5)(c) of the General
                Conditions:-

                "(except where the Main Contractor's tender for work covered by
                a prime cost sum in the Schedule of Rates is accepted in which
                case the Main Contractor's allowance for profit included against
                the relevant prime cost sum or sums will be omitted)."

        26.8    Add the words "or Schedule of Rates" after the words "the
                Specification" in lines 4, 10 and 11 respectively of sub-clause
                30(5)(c) of the General Conditions.

        26.9    Delete sub-clause 30(7)(b) of the General Conditions and replace
                with the following:-

                "Any defect (including any omission) in the Works, or any part
                thereof which a reasonable examination by the Architect at the
                time of the said certificate would not have disclosed; or"

Addendum No. 1                    SCC/29 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC27    Clause 31 - Surety Bond

        The whole of Clause 31 shall be deleted. Refer to Clause SC40 of the
        Special Conditions.

SC27A   Clause 34 - Antiquities

        Delete the words "or the Clerk of Works" from the first line of
        sub-clause 34(1)(c).

SC28    Clause 35 - Arbitration

        Delete the words from "then such dispute or difference ........" to the
        end of sub-clause 35(1) of the General Conditions and replace with the
        following:-

        "then any such dispute or difference arising out of or in connection
        with this Contract shall be referred to and determined by arbitration at
        the Hong Kong International Arbitration Centre and in accordance with
        its Domestic Arbitration Rules."

SC29    Clause 36 - Fluctuation in Wage Rates

        Clause 36 of the General Conditions shall be deleted and the words "Not
        Used" inserted.

SC30    Immigration (Amendment) Ordinance 1990

        The Main Contractor shall comply with the Immigration (Amendment)
        Ordinance 1990 and any subsequent amendments and shall not permit
        employment of any illegal immigrant on the Site either directly or by
        any sub-contractors. The Main Contractor shall undertake to indemnify
        the Employer fully for all fines penalties and/or other expenses and
        damages for delay in completion arising out of the employment of any
        illegal immigrant on the Site.

SC31    Access for Employer to the Works

        The Employer and his representatives shall at all reasonable times and
        for any reason have access to the Works and to the workshops or other
        places of the Main Contractor (including without limitation his
        sub-contractors and sub-consultants) where work is being prepared for
        the Contract.

Addendum No. 1                    SCC/30 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC32    Recovery of Delay and Acceleration of the Works

        (1)     In this Clause SC32, the term "Recover Delay" shall mean
                extinguishing or reducing a delay to the Works, or any part
                thereof, for which the Main Contractor would otherwise be
                entitled to receive an extension of time pursuant to Clause 23
                of the General Conditions and "Accelerate the Works" shall mean
                substantially completing the Works or any Section earlier than
                the respective Date for Completion stated in the Appendix to the
                Conditions of Contract or any extended time previously fixed
                under the Conditions of Contract.

        (2)     If, in the opinion of the Architect, it might be possible for
                the Main Contractor, by taking certain measures, to Recover
                Delay or Accelerate the Works, the Architect may notify the Main
                Contractor of the nature of such measures and request the Main
                Contractor to submit proposals in respect thereof.

        (3)     Within 14 (fourteen) days of receipt by the Main Contractor of a
                notice and request pursuant to sub-clause 2 of this Clause, the
                Main Contractor shall supply to the Architect his proposals for
                adopting measures to Recover Delay or Accelerate the Works which
                shall include, but not necessarily be limited to:

                (a)     a description of the measures which the Main Contractor
                        proposes to adopt;
                (b)     an estimate of any saving of time which could be made by
                        the adoption of the measures;
                (c)     the proposed price for the measures; and
                (d)     any other terms proposed by the Main Contractor.

        (4)     Within 14 (fourteen) days of receipt of any proposals supplied
                by the Main Contractor pursuant to sub-clause 3 of this Clause,
                the Architect may instruct the Main Contractor:

                (a)     to provide such further information in connection with
                        the proposals as the Architect may request; and
                (b)     if in his opinion, it is necessary, to submit revised
                        proposals.

        (5)     The Architect may, but shall not be obliged so to do, instruct
                the Main Contractor to take any measures agreed between the
                Architect and the Main Contractor to Recover Delay or Accelerate
                the Works.

        (6)     The Architect may, whether or not the procedure set out in
                sub-clauses 2 to 4 of this Clause has been followed, instruct
                the Main Contractor to take such measures which, in the opinion
                of the Architect, it is feasible for the Main Contractor to take
                to Recover Delay or Accelerate the Works and the Main Contractor
                shall carry out the measures so instructed with due diligence.

                                  SCC/31 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC32    Recovery of Delay and Acceleration of the Works (Cont'd)

        (7)     Subject to the terms of any agreement between the Architect and
                the Main Contractor pursuant to this Clause, if by adopting
                measures instructed to Recover Delay or Accelerate the Works,
                the Main Contractor does not extinguish delays, despite
                exercising due diligence, for which he would have been entitled
                to an extension of time in the absence of the measures, the Main
                Contractor shall nevertheless be granted an extension of time of
                the duration of the unextinguished delay.

        (8)     The price to be paid and terms of payment for the measures
                instructed by the Architect to Recover Delay or Accelerate the
                Works, if not agreed between the Architect and the Main
                Contractor, shall be assessed and decided either by the
                Architect himself or the Quantity Surveyor if so instructed by
                the Architect.

                                  SCC/32 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC33    Alternative Design

        (1)     If at any time during the execution of the Works, the Main
                Contractor wishes to propose to the Architect an alternative
                design of any part of the Permanent Works, the design of which
                is contained in the Specification and the Contract Drawings, he
                shall submit to the Architect for review a proposal for such
                alternative design which shall contain, without limitation:

                (i)     details of the technical and aesthetic aspects of the
                        proposal;

                (ii)    the anticipated impact of the proposal on the Works
                        Programme and any time savings offered by the Main
                        Contractor;

                (iii)   details of any cost savings to be derived from the
                        proposal (including the cost of maintenance of the
                        Permanent Works);

                (iv)    particulars of any alternative products included in the
                        proposal, with catalogues and technical data;

                (v)     evidence of compliance with equivalent standards
                        referred to in the Specification;

                (vi)    particulars of local examples of the design included in
                        the proposal; and

                (vii)   evidence, where relevant, of the unavailability of
                        materials specified in the Contract Drawings and/or the
                        Specification in respect of that part of the Permanent
                        Works to which the Main Contractor's proposal relates.

        (2)     Following receipt of any proposal from the Main Contractor in
                accordance with sub-clause (1) of this Clause, and following
                consultation with the Employer, the Architect shall review the
                Main Contractor's proposal and shall notify the Main Contractor
                of any costs and/or expense which will be charged to the Main
                Contractor including, without limitation:

                (a)     the charges of the Architect in reviewing the Main
                        Contractor's proposal and undertaking any additional
                        design; and

                (b)     additional costs of supervising the Main Contractor's
                        alternative design.

        (3)     Within 7 (seven) days of receipt of any notice of no objection
                from the Architect pursuant to sub-clause (2) above, the Main
                Contractor shall inform the Architect whether or not he intends
                to proceed with his proposal for the alternative design of a
                part of the Permanent Works.

                                  SCC/33 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC33    Alternative Design (Cont'd)

        (4)     In the event that the Main Contractor wishes to proceed with any
                alternative design proposal which has been reviewed without
                objection by the Architect, the Main Contractor shall, for all
                purposes of the Contract, be responsible for the design of that
                part of the Permanent Works referred to in the Architect's
                notice of no objection and all the provisions of the Contract in
                respect of the Main Contractor's design of the Works shall apply
                to such part of the Permanent Works to be designed by the Main
                Contractor. Without prejudice to the foregoing, for the
                purposes of Clause 1(3) of the General Conditions, that part of
                the Permanent Works referred to in the Architect's notice of no
                objection issued pursuant to sub-clause (2) of this Clause shall
                be deemed to be expressly required by the Contract to be
                designed by the Main Contractor.

        (5)     Any proposal submitted by the Main Contractor in accordance with
                sub-clause (1) above, shall be made at such time as to enable
                the Architect to consider the proposal without delaying the
                progress of the Works or incurring any abortive design costs.
                The Main Contractor shall, notwithstanding the submission of any
                proposal to the Architect pursuant to sub-clause (1) of this
                Clause, continue with the execution of the Works subject to and
                in accordance with the Contract.

        (6)     In relation to the alternative design of any part of the
                Permanent Works reviewed without objection by the Architect, the
                Employer will appoint the Authorised Person or Registered
                Structural Engineer (if required) to fulfil the statutory
                requirements under the Buildings Ordinance in respect of the
                Main Contractor's alternative design. The said appointment of an
                Authorized Person and a Registered Structural Engineer in
                respect of the Main Contractor's alternative design of any part
                of the Permanent Works shall not relieve the Main Contractor in
                whole or in part of any obligation or liability, nor shall the
                Main Contractor claim any waiver or estoppel in relation to any
                obligation or liability by reason of any act or omission of the
                Authorised Person or any person acting as Registered Structural
                Engineer under the Buildings Ordinance, notwithstanding that
                such persons may be appointed by the Employer pursuant to
                Section 4(1) of the Building Ordinance in respect of the Main
                Contractor's design of any part of the Permanent Works.

        (7)     In relation to the Main Contractor's alternative design of any
                part of the Permanent Works, the Main Contractor shall appoint
                the Independent Checking Engineer pursuant to Clause SC34 of the
                Special Conditions to check the Main Contractor's alternative
                design in accordance with the Contract. The Main Contractor's
                alternative design shall be certified by a person who is
                registered as an Authorised Person and if required, by a person
                who is registered as a Registered Structural Engineer, prior to
                submission to the Architect for review, notwithstanding that the
                Employer will appoint the Authorised Person and Registered
                Structural Engineer (if required) in respect of the Main
                Contractor's alternative design pursuant to sub-clause (6) of
                this Clause.

                                  SCC/34 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC33    Alternative Design (Cont'd)

        (8)     Notwithstanding any other provision of the Contract, the Main
                Contractor shall not be entitled to receive any extension of
                time for completion of the Works or any Section by reason of any
                failure by the Architect to issue a notice of no objection in
                respect of any proposal submitted by the Main Contractor for the
                alternative design of any part of the Permanent Works, and,
                unless otherwise expressly agreed by the Architect, the issue of
                any notice of no objection by the Architect to any proposal for
                an alternative design of any part of the Permanent Works shall
                not entitle the Main Contractor to receive any further or
                additional payment by reason thereof, or by reason of any
                disruptive effect on the remainder of the Works, whether
                pursuant to Clause 11 and/or 24 of the General Conditions or by
                way of damages howsoever arising.

SC34    Appointment of Independent Checking Engineer

        (1)     Within 30 (thirty) days of the date of the Letter of Acceptance,
                the Main Contractor shall appoint the Independent Checking
                Engineer to perform the Main Contractor's design checking
                obligations.

        (2)     The terms of appointment of the Independent Checking Engineer
                shall provide that the Independent Checking Engineer is
                required:

                (a)     to provide persons of the qualifications and experience
                        appropriate to and consistent with the nature and scope
                        of the services to be undertaken;

                (b)     to perform the duties ascribed to him with reasonable
                        skill, care and diligence;

                (c)     to perform his duties in a manner compatible and
                        consistent with the Main Contractor's obligations;

                (d)     to be represented in Hong Kong at all times throughout
                        the execution of the Works by staff of suitable
                        seniority and experience;

                (e)     not to sub-contract any part of his obligations, save
                        with the written consent of the Main Contractor and the
                        Architect; and

                (f)     to provide in favour of the Employer a warranty duly
                        executed as a deed in the form appearing in Annex D to
                        the Special Conditions.

                The Independent Checking Engineer shall be (and shall be
                required by his terms of appointment with the Main Contractor to
                be) independent of the Main Contractor and not be associated in
                any way with any person undertaking the design of any part of
                the Permanent Works or the Temporary Works.

                                  SCC/35 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC34    Appointment of Independent Checking Engineer (Cont'd)

        (3)     The Main Contractor shall supply to the Employer the warranty
                referred to in sub-clause (2)(f) above, duly executed, within 14
                (fourteen) days of the appointment of the Independent Checking
                Engineer by the Main Contractor.

        (4)     The Main Contractor shall supply to the Architect a copy of the
                terms and conditions of appointment of the Independent Checking
                Engineer within 7 (seven) days of being instructed so to do by
                the Architect. The Main Contractor shall not, after entering
                into an agreement with the Independent Checking Engineer, amend,
                vary or waive the terms and conditions thereof in any respect
                material to compliance by the Independent Checking Engineer,
                with the Independent Checking Engineer's obligations, without
                prior consent.

        (5)     The Architect may instruct the termination of the appointment of
                the Independent Checking Engineer if, in the Architect's
                opinion, the Independent Checking Engineer fails to properly
                discharge his duties in accordance with the terms and conditions
                of his appointment. If the Independent Checking Engineer's
                appointment is so terminated, he shall not again participate in
                the Works without prior consent.

        (6)     In the event the termination of the appointment of the
                Independent Checking Engineer for any reason by the Main
                Contractor, the Main Contractor shall give notice thereof to the
                Architect and shall submit for review details of the identity,
                qualifications, experience and terms and conditions of
                appointment of the proposed replacement. On receiving a notice
                of no objection thereto, the Main Contractor shall appoint the
                replacement as soon as practicable.

                                  SCC/36 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC35    Care of the Works etc.

        (1)     The Main Contractor shall, subject to sub-clause (3) and (5)
                below, be fully responsible for the care of:

                (a)     the Works, or any part thereof, (whether on the Site or
                        elsewhere); and

                (b)     all Contractor's Equipment and consumables on the Site
                        or being delivered to the Site in connection with the
                        Works,

                from the Date for Possession until 28 (twenty-eight) days after
                the date of issue of the Certificate of Practical Completion for
                the Works.

        (2)     The Main Contractor shall be fully responsible for the care of
                any work which he undertakes to finish or which he otherwise
                carries out during any Defects Liability Period until the work
                has been completed, whereupon the responsibility for the care of
                the work shall pass to the Employer.

        (3)     If a Certificate of Practical Completion is issued for any
                Section of the Works, the Main Contractor shall:

                (a)     execute the remainder of the Works in such a manner as
                        not to prejudice the care, maintenance and condition of
                        the Section; and

                (b)     cease to be responsible for the care of the Section 28
                        (twenty-eight) days after the date of issue of such
                        Certificate of Practical Completion.

        (4)     Except to the extent caused by any of the Excepted Risks defined
                in sub-clause (5) below, if any loss or damage occurs to:

                (a)     the Works; or

                (b)     the Contractor's Equipment or consumables

                while the Main Contractor is responsible for the care thereof,
                the Main Contractor shall, with all possible speed, rectify the
                loss or damage so that the Works are executed in accordance with
                the Contract. The Main Contractor shall also be liable for any
                loss or damage to the Works occasioned by him in the course of
                any operation carried out by him for the purpose of complying
                with his obligations under Clause 21 (3) of the General
                Conditions.

        (5)     "Excepted Risks" for the purpose of this Clause are:

                (a)     outbreak of war (whether war be declared or not) in
                        which Hong Kong shall be actively engaged;

                (b)     invasion of Hong Kong;

                (c)     act of terrorists in Hong Kong;

                (d)     civil war, rebellion, revolution, insurrection or
                        military or usurped power in Hong Kong;

Addendum No. 1                    SCC/37 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC35    Care of the Works etc. (Cont'd)

        (5)     Cont'd

                (e)     riot, commotion or disorder in Hong Kong otherwise than
                        amongst the employees of the Main Contractor, or any of
                        his sub-contractors of any tier currently or formerly
                        engaged on the Works;

                (f)     ionising radiation or contamination by radioactivity
                        from any nuclear fuel or from any nuclear waste from the
                        combustion of nuclear fuel, radioactive, toxic,
                        explosive or other hazardous properties of any explosive
                        nuclear assembly or nuclear component thereof, unless
                        the source or cause of the radiation, radioactivity or
                        other hazard is brought to or near the Site by the Main
                        Contractor or any of his sub-contractors of any tier;

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

                (h)     a cause due to use or occupation of the Permanent Works
                        or any part thereof by the Employer (which shall not
                        include or be deemed to include the execution of works
                        by the government authorities or Specialist Contractors
                        or the provision of access there to over the Site or the
                        Permanent Works or any parts thereof); and

                (i)     the neglect or default by or on behalf of the Employer,
                        including, without limitation, in the preparation of any
                        design of the Permanent Works or Temporary Works
                        included in the Contract Drawings and/or the
                        Specification, insofar as damage, loss or injury is the
                        direct consequence thereof, or any default of government
                        authorities or Specialist Contractors.

        (6)     If and to the extent that there is any loss or damage to the
                Works, Contractor's Equipment or consumables caused by any of
                the Excepted Risks, the Main Contractor shall, if and to the
                extent instructed, rectify the loss or damage. If, in compliance
                with an instruction issued pursuant to this sub-clause, the Main
                Contractor is prevented from achieving Practical Completion of
                the Works or any Section by the relevant Date for Completion or
                incurs cost which the Main Contractor did not and had no reason
                to anticipate then, if the Main Contractor claims additional
                time and/or payment therefor, the Architect shall give a
                decision pursuant to Clause 11 and/or Clause 23 and/or clause 24
                of the General Conditions, provided that the Main Contractor has
                complied with his obligations pursuant to Clause 11 and/or
                Clause 23 and/or clause 24 of the General Conditions, as
                appropriate.

Addendum No. 1                    SCC/38 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC36    Damage to Property and Injury to Persons - Indemnities

        (1)     The Main Contractor shall be liable for and indemnify the
                Employer against all losses and claims of whatsoever nature in
                respect of:

                (a)     the death or illness of or injury to any person; and

                (b)     the loss of or damage to any property other than the
                        Works.

                arising out of or in connection with the Works or the execution
                thereof by the Main Contractor.

        (2)     The scope of the Main Contractor's liability and indemnity
                pursuant to sub-clause (1) above shall be reduced
                proportionately to the extent that any neglect or default of the
                Employer or Specialist Contractors caused or Contributed to the
                death, illness, injury, loss or damage.

Addendum No. 1                    SCC/39 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC37    Employer's Insurance

        (1)     Without limiting the Main Contractor's obligations, the Employer
                shall take out and maintain insurance for the benefit of and in
                the joint names of the Employer, the Main Contractor and his
                sub-contractors of any tier in respect of:

                (a)     the Works including, without limitation, all unfixed
                        goods, materials and other constituent parts forming or
                        intended to form part thereof and consumables delivered
                        to the Site;

                (b)     liability for the death of or injury to any person
                        (other than in the employment of the Main Contractor or
                        any of his sub-contractors) or loss of or damage to
                        property (other than the Works and/or consumables)
                        arising out of the execution of the Works; and

                (c)     liability in respect of "self-employed persons" or "sole
                        proprietors" involved in the execution of the Works.

                in the terms contained in the policies contained in Annex B,
                subject to any amendment required by the insurers other than as
                a result of default of the Employer.

        (2)     The Main Contractor shall comply with the terms of the policies
                referred to in sub-clause (1) of this Clause and shall:

                (a)     notify insurers and the Employer forthwith if an event
                        giving rise to an insurance claim under such policy
                        occurs;

                (b)     prepare and submit to insurers particulars of all claims
                        and do all things necessary to obtain proper settlement
                        of all insurance claims under such policy (including,
                        without limitation, those of its sub-contractors of any
                        tier) provided that if in the opinion of the Employer
                        the Main Contractor fails to pursue a claim with due
                        diligence, the Employer shall have the right,
                        exercisable on 14 (fourteen) day's notice, to assume
                        control over the preparation, submission and settlement
                        of any claim, subject always to having due regard to the
                        interests of the Main Contractor; and

                (c)     comply with any procedures issued by the Employer to the
                        Main Contractor in respect of the preparation and/or
                        submission of any insurance claim in respect of such
                        policies.

Date: 26 September 2002          SCC/40 * of 47             Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC37    Employer's Insurance (Cont'd)

        (3)     All moneys payable under Section 1 of the policies is referred
                to in sub-clause (1) of this Clause (Contractor's All Risks
                Insurance) exceeding HK$20,000,000 (Hong Kong Dollars twenty
                million) shall be, and the Main Contractor shall procure that
                they shall be, paid to the Employer who shall release any part
                thereof relating to claims of the Main Contractor to the Main
                Contractor within a reasonable time having regard to the
                progress of rectification of the loss or damage to which the
                claim relates.

        (4)     If and to the extent that the Employer receives money from the
                insurers in respect of any claim made by or on behalf of the
                Main Contractor or its sub-contractors of any tier, the Employer
                shall make payment to the Main Contractor or the relevant
                sub-contractor, without unreasonable delay, of such moneys or
                the appropriate proportion thereof having regard to the extent
                to which the relevant loss or damage to which such insurance
                moneys relate has been rectified in accordance with Clause
                SC35(2) or SC35(6) of these Special Conditions.

        (5)     Any amounts not insured or not recovered under the policies
                referred to in sub-clauses (1)(a) and (1)(b) of this Clause
                including, without limitation, the amount of any deductibles
                (except for deductibles under the policy referred to in sub-
                clause (1)(c) of this Clause which shall be borne by the Main
                Contractor), shall be borne by the Main Contractor or the
                Employer in accordance with their respective responsibilities in
                accordance with Clause SC35 of these Special Conditions.

Date: 26 September 2002          SCC/41 * of 47             Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC38    Contractor's Insurance

        (1)     Without limiting his other obligations or the obligations of the
                Employer, the Main Contractor shall:

                (a)     in the joint names of the Employer, the Main Contractor
                        and his sub-contractors of any tier, insure and keep
                        insured the Permanent Works, Temporary Works and
                        Contractor's Equipment manufactured for use in the
                        execution of the Works for their full replacement value
                        during manufacture against all perils usually and
                        reasonably insurable provided that the Employer may
                        accept a policy of insurance notwithstanding it is not
                        in the joint names of the Employer and the Main
                        Contractor, if the Employer's interest is notified to
                        and accepted in writing by the insurer;

                (b)     in the joint names of the Employer, the Main Contractor
                        and his sub-contractors of any tier, within 30 days from
                        the Date for Possession, which obligation shall not be
                        subcontracted by the Main Contractor pursuant to Clause
                        17 of the General Conditions, insure and keep insured,
                        the Permanent Works, the Temporary Works and
                        Contractor's Equipment during transit by land, sea or
                        air from commencement of loading at the place of
                        manufacture in the country of origin to the delivery to
                        and unloading at the Site or any off-Site place of
                        storage, fabrication or assembly within the Hong Kong
                        Special Administrative Region and including whilst at
                        any intermediate place of storage, fabrication or
                        assembly outside the Hong Kong Special Administrative
                        Region during the period of such transit, from a sum not
                        less than their full replacement value plus 10 (ten) per
                        cent of such value and the costs of transit against all
                        perils which are usually and reasonably insurable,
                        provided that the Employer may accept such a policy of
                        insurance placed by the Main Contractor (but not by any
                        sub-contractor) notwithstanding that the Employer is not
                        named as a joint assured, if the Employer's interest is
                        notified to and accepted in writing by the Main
                        Contractor's insurer;

                (c)     in the joint names of the Employer, the Main Contractor
                        and his sub-contractors of any tier, insure and keep
                        insured the Contractor's Equipment (to the extent not
                        insured by the Employer under Section 1 of the policy
                        referred to in Clause SC37(1) of these Special
                        Conditions (Contractor's All Risks Insurance) for its
                        full replacement value, while on or off the Site or in
                        transit, against all perils usually and reasonably
                        insurable provided that the Employer may accept a policy
                        of insurance notwithstanding it is not in the joint
                        names of the Employer and the Main Contractor, if the
                        Employer's interest is notified to and accepted in
                        writing by the insurer;

Addendum No. 1                    SCC/42 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC38    Contractor's Insurance (Cont'd)

                (d)     insure and keep insured all marine vessels used in
                        connection with the Works for protection and indemnity
                        liabilities including personal injury, loss of life,
                        removal of wreck, collision, oil pollution and damage to
                        fixed and floating objects for not less than the levels
                        set out in Annex C Part A and, without prejudice to
                        Clause 4 of the General Conditions, comply with the
                        provisions of the Hong Kong Merchant Shipping
                        (Compulsory Third Party Risks Insurance) Regulations and
                        Merchant Shipping (Pleasure Vessels) Regulations,
                        provided that if any cover at the level set out in Annex
                        C Part A ceases to be available in the international
                        insurance market (including P & I Clubs), the Main
                        Contractor shall notify the Architect accordingly and
                        shall insure the relevant marine vessels at the maximum
                        level of insurance cover which is obtainable in the
                        international insurance market at rates which are in the
                        Architect's opinion, reasonable;

                (e)     take out and maintain at all material times and where
                        appropriate, policies of insurance, with adequate and
                        reasonable levels of cover, in respect of the use of any
                        aircraft by him or by his sub-contractors of any tier in
                        connection with the Works.

                (f)     take out and maintain on his own behalf and on behalf of
                        his sub-contractors of any tier, insurance in respect of
                        claims for the death of or bodily injury to any person
                        under a contract of service or apprenticeship with the
                        Main Contractor or any of his sub-contractors of any
                        tier and arising out of and in the course of the
                        person's employment in respect of the Works in the terms
                        and with the insurers referred to in Annex C Part B.

                (g)     in the joint names of the Employer, the Main contractor
                        and his sub-contractors of any tier, insure and keep
                        insured Motor Third Party Liability insurance in respect
                        of all mechanically propelled vehicles owned, used or
                        hired by them or in any circumstances such as to be
                        eligible for compulsory motor insurance in accordance
                        with the laws of Hong Kong and in a sum of not less than
                        $5,000,000 for third party property damage.

        (2)     Insurance in accordance with sub-clause (1) paragraphs (a) to
                (g) above shall be effected with insurers and on terms approved
                by the Employer and shall cover all risks usually covered by
                such insurance and shall, to the extent of the cover, indemnify
                the Employer in respect of loss, expense and liability in
                connection with the Works.

                                  SCC/43 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC38    Contractor's Insurance (Cont'd)

        (3)     Section 1 of the policy referred to in Clause SC37(1)
                (Contractor's All Risks Insurance) of these Special Conditions
                insures certain items of Contractor's Equipment on the terms
                contained in such policy. The Employer may, notwithstanding
                sub-clause (1) paragraph (c) above, at his discretion, elect to
                insure further items of Contractor's Equipment on the terms
                contained in Section 1 of the policy referred to in Clause
                SC37(1) (Contractor's All Risks Insurance) of these Special
                Conditions at the cost of the Employer, by identifying and
                notifying the Main Contractor of the relevant items of
                Contractor's Equipment. If the Employer exercises this option,
                the Main Contractor's obligation pursuant to sub-clause (1)
                paragraph (c) above to insure the items of Contractor's
                Equipment identified and notified by the Employer shall cease
                with effect from 7 (seven) days after the date of such
                notification.

        (4)     The Main Contractor shall procure that all insurance referred to
                in or required by sub-clause (1) paragraphs (d) and (e) of this
                Clause and all insurance in respect of vehicles and craft used
                in connection with the Works as required by any statutory
                requirement shall be endorsed to note the interest of the
                Employer.

Addendum No. 2                    SCC/44 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC39    General Insurance Obligations

        (1)     If the Employer fails to comply with the terms of the policies
                of insurance effected by him pursuant to Clauses SC37(1) and
                SC38(3) of these Special Conditions or if the Main Contractor
                fails to comply with the terms of any of the insurance policies
                effected in connection with the Works, the party that is in
                default shall indemnify the other party against all loss,
                expense and liability arising from the failure.

        (2)     If the Employer or the Main Contractor fails to effect and keep
                in force any of the insurance policies referred to in Clauses
                SC37 and SC38 of these Special Conditions respectively, the
                party that is not in default may effect and keep in force that
                insurance and may recover from the party in default a sum
                equivalent to the premium or premiums paid.

        (3)     The Main Contractor shall be deemed to have satisfied himself
                and to have caused his sub-contractors of any tier to have
                satisfied themselves with regard to the extent of the cover
                provided by the policy referred to in Clause SC37(1) and the
                terms referred to in Clause SC38(1)(g) of these Special
                Conditions.

        (4)     The Main Contractor shall promptly supply to insurers all
                documentation and information which they may reasonably require
                to effect and maintain the policies effected in connection with
                the Works. In the case of policies effected by the Employer
                pursuant to Clauses SC37(1) and SC38(3) of these Special
                Conditions, the Main Contractor shall supply all documentation
                and information requested by the Architect for onward
                transmission to insurers by the Employer.

        (5)     The Employer shall, whenever reasonably required, produce to the
                Main Contractor confirmation from his insurers, or their duly
                authorised agents, that the policies effected by him pursuant to
                Clauses SC37(1) and SC38(3) of these Special Conditions remain
                current together with evidence of payment of the last premium
                due.

        (6)     The Main Contractor shall, whenever instructed to do so by the
                Employer, produce any relevant policy of insurance effected by
                him in connection with the Works, together with a certificate
                from the insurers, or their duly authorised agents, certifying
                that the insurance has been effected and the last premium due
                has been paid.

        (7)     The Main Contractor shall not do anything or cause or permit any
                of his sub-contractors of any tier to do anything, whether on or
                off-Site, which would or might render voidable any policy of
                insurance required by the Contract.

                                  SCC/45 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC40    Bonds, Parent Company Guarantee and Parent Company Undertakings

        (1)     The Main Contractor shall, within 14 (fourteen) days of the date
                of the Letter of Acceptance, submit to the Employer:

                (a)     a bond for the amount stated in the Appendix to the
                        Conditions of Contract in the form appearing in Annex E
                        to the Special Conditions, duly executed as a deed by
                        the bank or other financial institution which is
                        identified in the Letter of Acceptance. Such bond shall
                        remain in full force and effect until the issue of the
                        Certificate of Practical Completion for the whole of the
                        Works, save to the extent that payment thereunder is
                        received by the Employer in full prior thereto. The
                        Employer shall return the bond to the Main Contractor
                        within 28 (twenty-eight) days of its expiry; and

                (b)     a parent company guarantee and a parent company
                        undertaking in the forms appearing in Annexes F and G to
                        the Special Conditions, duly executed as deeds by such
                        of the parent companies' shareholders or holding
                        companies of the Main Contractor as is identified in the
                        Letter of Acceptance. If the Main Contractor companies
                        comprise of more than one legal entity, this provision
                        shall apply to each such entity.

        (2)     If the Main Contractor fails to deliver the duly executed bond
                to the Employer within 14 (fourteen) days of the date of Letter
                of Acceptance, the Employer may deduct from monies due or to
                become due to the Main Contractor under this Contract an amount
                not greater than the sum stated in the Appendix to the
                Conditions of Contract in respect of the said bond until such
                time as the bond is delivered to him.

SC41    Entire Agreement

        Notwithstanding anything to the contrary expressed in or to be implied
        from the Contract, the documents referred to in Clause 3(8) of the
        General Conditions as comprising the Contract contain the entire
        agreement between the parties which supersede any previous agreement and
        understanding between the parties in relation to the Works or any part
        thereof. The Main Contractor acknowledges that by the entering into the
        Contract, he has not relied on any statement, representation, warranty,
        undertaking or qualification to, or clarification of, his tender
        submission, which is not expressly set out in the documents comprising
        the Contract and that the Employer shall have no liability to the Main
        Contractor in respect of the same in the absence of fraud.

                                  SCC/46 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

SC42    Intellectual Property Rights

        (1)     In this Clause, intellectual property rights shall include, but
                not be limited to, patent, copyright, design rights, trademarks
                and confidential information.

        (2)     The Main Contractor shall indemnify the Employer against
                liability in Hong Kong or in any country in connection with the
                infringement of any intellectual property right existing
                anywhere in the world in respect of anything used in or required
                for the Works or the operation, and maintenance in service of
                the Permanent Works (except to the extent that infringement was
                unavoidable as a result of the Contract Drawings, the
                Specification or any instruction, save insofar as such
                instruction incorporated any Main Contractor's drawings).

        (3)     The Main Contractor shall, at the Employer's request and in
                accordance with the Employer's directions, defend any claim or
                proceeding against the Employer in connection with any alleged
                infringement referred to in sub-clause (2).

        (4)     In so far as the intellectual property rights existing anywhere
                in the world in respect of anything used in or required for the
                Works or the operation, repair, maintenance, replacement or
                extension of the Permanent Works shall be vested in the Main
                Contractor, the Main Contractor grants to the Employer, his
                successors and assigns a royalty-free, non-exclusive and
                irrevocable licence (carrying the right to grant sub-licences)
                to use, reproduce, modify, adapt and translate any of the works,
                designs or inventions incorporated or referred to in anything
                used or required as aforesaid for all purposes relating to the
                Works. To the extent that beneficial ownership of any such
                intellectual property right is vested in anyone other than the
                Main Contractor, the Main Contractor shall use his best
                endeavours (save in respect of and to the extent of the things
                excepted from sub-clause (2) above, as to which the Main
                Contractor shall use reasonable endeavours) to procure that the
                beneficial owner thereof shall as soon as possible grant a like
                licence to the Employer. Any licence pursuant to this sub-clause
                (4) shall not be determined if the Main Contractor shall for any
                reason cease to be employed in connection with the Works and the
                Main Contractor shall execute such documents and do all other
                things as may be necessary to give effect to and protect the
                licence including, without limitation, notifying purchasers of
                any right of the existence of the licence.

        (5)     If the Main Contractor uses proprietary software for the purpose
                of storing or utilising records, the Main Contractor shall
                procure the grant of a licence or sub-licence to use, reproduce,
                modify, adapt and translate the software in favour of the
                Employer and shall pay such licence fee or other payment as the
                grantor of the licence may require provided that the licence may
                be restricted to use, reproduction, modification, adaptation and
                translation relating to the Works.

Addendum No. 1                    SCC/47 of 47              Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                 ANNEXES TO THE

                         SPECIAL CONDITIONS OF CONTRACT

                                                            Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                      INDEX

                                                                           Page
                                                                          ------

Annex A    - Form of Sub-Contractor Warranty                              A/1-8

Annex B    - Insurance Policy                                             B/1-11

Annex C    - Part A - Marine Vessel Liability Insurance                   C/A1-2

           - Part B - Employees Compensation Insurance                    C/B1

Annex D    - Form of Independent Checking Engineer Warranty               D/1-7

Annex E    - Form of Main Contractor's Bond                               E/1-5

Annex F    - Form of Parent Company Guarantee                             F/1-6

Annex G    - Form of Parent Company Undertaking                           G/1-5

Annex H    - Form of Draft Legal Opinions for Guarantees, Undertakings    H/1-6
             and Bonds

                                     Page i                 Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX A

                         FORM OF SUB-CONTRACTOR WARRANTY

                                                            Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX A

                         FORM OF SUB-CONTRACTOR WARRANTY

THIS AGREEMENT is made the        day of        200 [SEE NOTE 1].

BETWEEN:

1.      [Insert name of Company] a company incorporated in and in accordance
        with the laws of [Insert Jurisdiction of Incorporation] of [Insert
        Registered Address of Company] [SEE NOTE 2] ("the Sub-Contractor"); and

2.      THE KOWLOON-CANTON RAILWAY CORPORATION of KCRC House, No. 9, Lok King
        Street, Fo Tan, Shatin, New Territories, Hong Kong (together with its
        successors and assigns, "the Employer").

WHEREAS:

(A)     By a contract dated [Insert date of Letter of Acceptance issued by the
        Corporation] ("the Contract") made between the Employer and the Main
        Contractor, the Main Contractor agreed to execute the Works upon the
        terms contained in the Contract.

(B)     The Sub-Contractor has had an opportunity of reading and noting the
        provisions of the Contract (other than details of the Main Contractor's
        prices and rates).

(C)     Pursuant to the Contract, the Main Contractor wishes to enter into an
        agreement with the Sub-Contractor ("the Sub-Contract") for the
        Sub-Contractor to carry out and complete a part of the Works as more
        particularly described in the Sub-Contract ("the Sub-Contract Works").

(D)     The Contract stipulates that the Main Contractor shall obtain the
        consent of the Architect (as identified in the Contract) before entering
        into the Sub-Contract, and that the Main Contractor shall procure that
        the Sub-Contractor executes a warranty in favour of the Employer.

                                       A/1                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

NOW IT IS HEREBY AGREED as follows:

1.      Where applicable, words and expressions used in this Warranty shall have
        the meaning assigned to them in the Contract.

2.      In consideration of the Employer accepting this Warranty pursuant to the
        Contract and the Architect consenting to the Main Contractor and the
        Sub-Contractor entering into the Sub-Contract, the Sub-Contractor
        warrants and undertakes to the Employer that:

        (a)     he shall execute the Sub-Contract Works, and has carried out and
                will carry out each and all of the obligations, duties and
                undertakings of the Sub-Contractor under the Sub-Contract when
                and if such obligations, duties and undertakings shall become
                due and performable, in accordance with the terms of the
                Sub-Contract (as the same may from time to time be varied or
                amended with the consent of the Architect); and

        (b)     he shall supply the Architect with all information which the
                Architect may reasonably require from time to time in relation
                to the progress of the Sub-Contract Works.

3.      The Sub-Contractor undertakes to indemnify the Employer against each and
        every liability which the Employer may have to any person whatsoever and
        against any claims, demands, proceedings, loss, damages, costs and
        expenses sustained, incurred or payable by the Employer to the extent
        arising from breach of this Warranty by the Sub-Contractor provided that
        the Sub-Contractor shall have no greater liability to the Employer by
        virtue of this Clause 3 than the liability of the Main Contractor to the
        Employer under the Contract to the extent that the same shall have
        arisen by reason of any breach by the Sub-Contractor of his obligations
        under the Sub-Contract.

4.      No allowance of time by the Employer hereunder or by the Main Contractor
        under the Sub-Contract nor any forbearance or forgiveness in or in
        respect of any matter or thing concerning this Warranty or the
        Sub-Contract on the part of the Employer or the Main Contractor, nor
        anything that the Employer or the Main Contractor may do or omit or
        neglect to do, shall in any way release the Sub-Contractor from any
        liability under this Warranty.

5.      The Sub-Contractor agrees that he will not, without first giving the
        Employer not less than 21 (twenty-one) days' prior notice in writing,
        exercise any right he may have to terminate the Sub-Contract or his
        employment thereunder or withhold performance of his obligations under
        the Sub-Contract.

                                       A/2                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

6.      (a)     Notwithstanding anything to the contrary in the Sub-Contract, if
                the Contract or the employment of the Main Contractor under the
                Contract is terminated for any reason whatsoever and if so
                requested by the Employer in writing within 21 (twenty-one) days
                of such termination, the Sub-Contractor shall enter into a
                novation agreement with the Employer and the Main Contractor in
                which the Sub-Contractor will undertake, inter alia, to perform
                the Sub-Contract and be bound by its terms as if the Employer
                had originally been named as a contracting party in place of the
                Main Contractor and as if neither the Contract or the Main
                Contractor's employment thereunder nor the Sub-Contract or the
                Sub-Contractor's employment thereunder had been terminated. The
                said novation agreement will be in such form as the Employer may
                reasonably require.

        (b)     If the Employer does not require the Sub-Contractor to enter
                into a novation agreement as required by Clause 6(a) above, the
                Sub-Contractor shall have no claim whatsoever against the
                Employer for any damage, loss or expense howsoever arising out
                of or in connection with this Warranty.

7.      Insofar as the copyright or other intellectual property rights (in Hong
        Kong or any country) in any plans, calculations, drawings, documents,
        materials, know-how and information relating to the Sub-Contract Works
        shall be vested in the Sub-Contractor, the Sub-Contractor grants to the
        Employer, his successors and assigns a royalty free, non-exclusive and
        irrevocable licence (carrying the right to grant sub-licences) to use
        and reproduce any of the works, designs or inventions incorporated and
        referred to in such documents or materials and any such know-how and
        information for all purposes relating to the Works (including without
        limitation the design, construction, reconstruction, completion,
        maintenance, reinstatement, extension, repair and operation of the
        Works. To the extent that beneficial ownership of any such copyright or
        other intellectual property right is vested in anyone other than the
        Sub-Contractor, the Sub-Contractor shall use his best endeavours to
        procure that the beneficial owner thereof shall grant a like licence to
        the Employer. Any licence granted pursuant to this Clause 7 shall not be
        determined if the Sub-Contractor shall for any reason cease to be
        employed in connection with the Sub-Contract Works and the
        Sub-Contractor shall execute all documents and take all such other steps
        as may be necessary to effect and protect the licences (including,
        without limitation, registration and notification to purchasers of the
        Sub-Contractor's or other owner's rights).

8.      If there is any ambiguity or conflict between the terms of the
        Sub-Contract and this Warranty, the terms of this Warranty shall
        prevail.

                                       A/3                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

9.      The provisions of this Warranty shall be without prejudice to and shall
        not be deemed or construed so as to limit or exclude any right or remedy
        which the Employer may have against the Sub-Contractor whether in tort
        or otherwise.

10.     (a)     The Employer shall be entitled at any time, without the consent
                of the Sub-Contractor, to assign or transfer the benefit of this
                Warranty or any part thereof, any interest thereon or thereunder
                and any right thereunder, whether past, existing or future, to
                any third party.

        (b)     In the event of any such assignment or transfer by the Employer
                in accordance with Clause 10(a) above, such assignee or
                transferee shall from the date thereof have the same rights,
                powers and remedies as it would have had if it had at all times
                been the Employer under this Warranty. Without prejudice to the
                generality of the foregoing, all losses, costs, demands, claims
                proceedings or any other rights or benefits whatsoever, (whether
                past, present or future) of the Employer related to or in any
                way connected with or arising out of this Warranty, shall be
                deemed to be those of any assignee or transferee of the
                Employer.

11.     All documents arising out of or in connection with this Warranty shall
        be served:

        (a)     upon the Employer at [Insert Address]; and

        (b)     upon the Sub-Contractor, at [Insert Address], Hong Kong
                [SEE NOTE 3].

12.     The Employer and the Sub-Contractor may change their respective
        nominated addresses for service of documents to another address in Hong
        Kong by providing not less than five business days' written notice to
        each other. All demands and notices shall be in writing and in English.

13.     Subject to Clause 15, any dispute or difference of any kind whatsoever
        between the Employer and the Sub-Contractor arising under, and out of or
        in connection with this Warranty shall be referred to arbitration and
        the reference shall be a domestic arbitration for the purpose of Part II
        of the Arbitration Ordinance (Cap. 341). The reference to arbitration
        shall be conducted in accordance with the Arbitration Rules. References
        in such rules to "Dispute" shall be deemed to include any dispute or
        difference between the Employer and the Sub-Contractor.

14.     The arbitrator shall have full power to open up, review and revise any
        decision, opinion, instruction, notice, order, direction, withholding of
        approval or consent, determination, certificate, statement of objection,
        assessment or valuation of the Architect or the Main Contractor relating
        to the dispute or difference.

                                       A/4                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

15.     The Employer may by notice to the Sub-Contractor require that:

        (a)     any dispute or difference to be referred to arbitration pursuant
                to Clause 13 shall be referred to the arbitrator appointed or to
                be appointed in the arbitration of any dispute or difference in
                connection with the Project between the Employer and any party
                other than the Sub-Contractor; or

        (b)     any dispute or difference in connection with the Project between
                the Employer and any party other than the Sub-Contractor shall
                be referred to the arbitrator appointed or to be appointed in
                the arbitration of any dispute or difference referred pursuant
                to Clause 13,

        and any dispute or difference as aforesaid shall be so referred and the
        Sub-Contractor shall accept such reference. Any such arbitrator shall
        have full power to give such orders and directions as he shall think
        fit in relation to the conduct of any disputes or differences including,
        but not limited to, the power to order consolidation and hearing
        together, sequentially or separately.

                                       A/5                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

16.     This Warranty and all disputes arising under, out of or in connection
        therewith shall be governed by and construed according to the laws for
        the time being in force in Hong Kong and, subject to Clause 13, the
        Sub-Contractor agrees to submit to the non-exclusive jurisdiction of the
        Courts of Hong Kong.

IN WITNESS whereof this Warranty has been executed as a deed on the date first
before written.

THE SEAL of                                       )
THE KOWLOON-CANTON                                )
RAILWAY CORPORATION is hereto                     )
affixed by authority of the Managing Board        )
signed by [             ] and [          ]        )
in the presence of:                               )

                                                      --------------------------
                                                      (Authorised Signatory)


                                                      --------------------------
                                                      (Authorised Signatory)

THE COMMON SEAL of                                    )
[Insert name of Company]                              )
was affixed hereto                                    )
in the presence of:                                   )
                                                      )

OR

SIGNED, SEALED AND DELIVERED                          )
by Mr [           ]                                   )
for and on behalf of [Insert name of Company]         )
as lawful attorney of the Sub-Contractor under        )
Power of Attorney dated [           ]                 )
in the presence of [Insert name of Witness]           )
as Witness                                            )

-------------------------------------

[SEE NOTE 4]

                                                            Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                        NOTES FOR GUIDANCE IN PREPARATION
                          OF WARRANTY BY SUB-CONTRACTOR

These notes are prepared in order to assist the Sub-Contractor in the
preparation of the Warranty and cross refer to the note references contained in
the draft Warranty. The note references contained in the draft Warranty shall be
deleted from the engrossment of the Warranty when prepared by the
Sub-Contractor.

NOTE 1

At the time of preparation of the Warranty by the Sub-Contractor, the date
should be left blank. The date will be inserted by the Employer at the time of
execution of the Warranty by him.

NOTE 2

The name, place of incorporation and registered address of the Sub-Contractor
shall be inserted.

NOTE 3

The address for service shall be in Hong Kong.

NOTE 4

The Sub-Contractor shall execute the warranty under seal.

This may be done either by:

(a)     affixing the Corporate Seal of the Sub-Contractor in the presence of
        authorised signatories in accordance with the Articles of Association or
        other constitutional documents of the Sub-Contractor; or

(b)     by execution under seal by an attorney appointed by a valid and binding
        Power of Attorney given by the Sub-Contractor in accordance with its
        Articles of Association or other constitutional documents.

The following documents shall be submitted with the executed warranty:

1.      if executed by affixing the Corporate Seal:

        (a)     an extract from the Sub-Contractor's Articles of Association or
                other constitutional documents dealing with the execution of
                documents by use of the Corporate Seal of the Sub-Contractor;
                and

        (b)     a copy of the Board Resolution or a copy of the minutes of the
                meeting of the Board of the Sub-Contractor by which the
                execution of the Warranty was approved;

                                       A/7                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

2.      if executed by an attorney on behalf of the Sub-Contractor:

        (a)     a copy of the Power of Attorney by which the attorney is
                appointed by the Sub-Contractor to execute documents on its
                behalf; and

        (b)     evidence of the authority of the person providing the Power of
                Attorney to delegate powers to the attorney e.g. copy of the
                Board Resolution authorising the appointment of the attorney or
                extracts from the Sub-Contractor's Articles of Association or
                other constitutional documents dealing with the appointment of
                attorneys, together with confirmation of the position or office
                held by the person giving the Power of Attorney; and

3.      if the Sub-Contractor is incorporated outside of Hong Kong, a legal
        opinion, if required by the Employer, in a form that shall be provided
        to the Sub-Contractor confirming the validity of the execution of the
        Warranty and of any Power of Attorney.

                                       A/8                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX B

                                INSURANCE POLICY

                                                            Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX B

                                INSURANCE POLICY

                                    PREAMBLE

1.      In accordance with Clause SC37(1) of the Special Conditions, the
        Employer shall take out and maintain insurance policies for Contractor's
        All Risks and Third Party Liability and for liability in respect of
        "self-employed persons" or "sole proprietors" in the terms of the
        Policy Document provided herewith and with deductibles as stated
        therein.

2.      In addition, the Employer shall take out and maintain an Excess Third
        Party Liability Insurance to increase the overall coverage limit to a
        maximum of HK$1,000,000,000 (Hong Kong Dollars One Thousand Million) for
        any one occurrence/unlimited in the aggregate, during the period of the
        Project, following the same coverage otherwise as the Primary Third
        Party Liability, Section 2, of the policy provided herewith.

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                       KOWLOON-CANTON RAILWAY CORPORATION

                                Property Division
                   Public Transport Interchange Projects along
                            the East Rail Extensions

                                     [LOGO]

                                       KCR

                              [CHINESE CHARACTERS]

                                Owner Controlled
                            Construction All Risks &
                         Third Party Liability Insurance
                        (Synopsis of OCIP Master policy)

                                   Prepared by

                                  [LOGO OF AON]

                       Aon Risk Services Hong Kong Limited
                         21st Floor, Aon China Building
                             29 Queen's Road Central
                                    Hong Kong
                           Telephone: (852) 2861 6666
                           Facsimile: (852) 2862 4113

[ILLEGIBLE]

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                 CONSTRUCTION ALL RISKS & THIRD PARTY LIABILITY
                                    INSURANCE

                                  THE SCHEDULE

POLICY NUMBER:  To Be Advised

THE INSURED:    Kowloon-Canton Railway Corporation as Owners and/or all
                Contractors and/or all Sub-Contractors of every tier and/or
                Consultants of every tier employed by the aforesaid Owners and
                Contractors all for their respective rights and interests

INSURED         Construction of the Kowloon-Canton Railway Corporation's East
PROJECTS:       Rail Extensions and such additional advance or related works as
                may be included within its scope including the Public Transport
                Interchanges along the East Rail Extensions.

INSURED         Each individual contract let separately within an Insured
CONTRACTS:      Project and including any supply and/or works orders issued in
                conjunction therewith and including such additional works as may
                be incorporated all enabling works for future property
                developments.

TERRITORIAL     Anywhere within the Hong Kong Special Administrative Region that
LIMITS:         may be used in connection with the East Rail Extensions
                Programme.

PERIOD OF       1.      Construction Period of Insurance
INSURANCE:

                        From 1 August 2000 until 31 December 2004 and/or the
                        commencement of commercial operation of each of the
                        Insured Projects of the East Rail Extensions Programme
                        whichever is the later and,

                2.      Defects Liability Period of Insurance

                        12 months Defects Liability Period or landscape
                        establishment period or to the extent and terms defined
                        in each applicable contract separately.

                N.B.       Any extension in the Construction Period of Insurance
                           required by the Insured shall be automatically
                           allowed by the Insurer provided that such extension
                           shall not exceed 2 years. In the event that the
                           construction period for the main works exceeds 4
                           years and 5 months an additional premium shall be
                           mutually agreed but not exceeding pro-rata of the
                           originally agreed premium rate.

INTEREST        Section One - Contract Works (Insured Property)
INSURED:

                All Works, temporary works, components, equipment, materials and
                goods for incorporation therein, rolling stock and works trains,
                spares, temporary buildings, office equipment and all other
                property or equipment of whatsoever nature or description (but
                excluding Contractors' plant and equipment and spare parts
                therefore) all being the property of the Insured or for which
                they

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                may be responsible or hold themselves responsible at the site of
                the Insured Project or works or elsewhere within the Territorial
                Limits including whilst in Transit in connection with the
                Insured Projects.

                Section Two - Third Party Liability

                Indemnification of liabilities incurred by the Insured in the
                course of undertaking the Insured Projects as defined herein.

SUM INSURED:    Section One - Contract Works

                The Estimated Contract Sum

                Section Two - Third Party Liability

                HK$100,000,000 any one occurrence/unlimited in the aggregate
                during the Period of Insurance.

DEDUCTIBLES:    Section One - Contract Works

                (a)     HK$200,000 each and every loss arising out of storm,
                        tempest, typhoon, floodwater damage, subsidence,
                        landslide, collapse, earthquake or tsunami.

                (b)     HK$1,250,000 each and every loss arising out of design,
                        workmanship or materials.

                (c)     HK$75,000 each and every other loss in respect of
                        contracts with values at inception exceeding
                        HK$400,000,000.

                (d)     HK$45,000 each and every other loss in respect of
                        contracts with values at inception between
                        HK$400,000,000 and HK$100,000,000.

                (e)     HK$20,000 each and every other loss in respect of
                        contracts with values at inception below HK$100,000,000.

                Section Two - Third Party Liability

                (a)     HK$100,000 any one occurrence in respect of loss of or
                        damage to third party property arising out of
                        subsidence, collapse, vibration or removal of support or
                        other ground movement

                (b)     HK$100,000 or 50% of loss whichever is the greater of
                        the amount of loss or damage to any underground utility
                        services any one occurrence involving loss of or damage
                        to oil filled and/or fibre optic cables.

                (c)     HK$30,000 or 25% of loss any one occurrence in respect
                        of loss of or damage to other underground services

                (d)     HK$20,000 any one occurrence in respect of any other
                        loss of or damage to third party property

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

EXCEPTIONS to Section 1 - Contractor's All Risks

1.      Loss or destruction of or damage to cash, banknotes, treasury notes,
        cheques, stamps, deeds, bonds, bills of exchange, promissory notes or
        securities.

2.      Loss or damage solely due to total or partial cessation of work against
        which the Insured shall have failed to take reasonable precautions to
        protect the Insured Property and to avoid or diminish the amount of such
        loss or damage.

3.      Consequential loss or penalties of any kind whatsoever including delay
        in completing negotiating or loss of contracts.

4.      The cost of normal upkeep or normal making good.

5.      Loss of any property by disappearance or by shortage where such loss is
        revealed only by the making of an inventory or periodic stocktaking.
        This exclusion shall apply to losses for which no explanation can be
        given and which show up only at the time of making an inventory or
        stocktaking. If a loss is discovered only at the time of making an
        inventory or stocktaking and it can be shown that such loss is due to a
        risk covered by the Policy, then the Insured shall be in no way
        prejudiced by this exclusion.

6.      Loss of or damage to any aircraft or hovercraft or any waterborne vessel
        or craft and plant permanently mounted thereon other than safety boats,
        other non-power driven craft not exceeding 12 metres in length and
        floating works and temporary works.

7.      Loss of or damage to contractors' equipment and mechanically propelled
        passenger or goods carrying vehicles used on the site including licenced
        road vehicles whether covered by any motor policy or not.

8.      Damage to or loss, deterioration or death of trees or other natural
        vegetation pre-existing on any site at the commencement of a contract or
        consequent upon transplanting but this exclusion shall not apply to
        physical loss or damage resulting from an accidental occurrence arising
        out of the undertaking of the works.

9.      The silting up of dredged areas nor for loss of or damage to underwater
        excavations, bedding material or other underwater fill, rock or
        protection caused by normal tide and current. In the context of the
        foregoing disturbance and consequent loss or damage caused by
        earthquake, tidal wave or tropical cyclone (defined as the hoisting of
        tropical cyclone signal No. 8 or higher by the Hong Kong Observatory)
        shall be accepted as abnormal and not excluded by the foregoing.

10.     Subsidence of reclaimed areas unless accidental.

11.     Any repairs or replacements necessitated solely by wasting wearing away
        or wearing out caused by or naturally resulting from ordinary use of
        working, rusting, corrosion or gradual deterioration of any part of an
        item of Insured Property, but this exclusion shall not apply to damage
        resulting from such causes to other Insured Property by this policy.

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

12.     Any sea or air transit. However, this exclusion shall not apply to any
        such transits commencing and finishing within the Territorial Limits of
        the Hong Kong Special Administrative Region.

13.     The cost of pile casings or similar temporary works or temporary
        materials which may be abandoned or incapable of salvage after they have
        performed their original function.

14.     Any item of risk for which a Contractor is required to effect insurance
        as stated in his contract with the Kowloon-Canton Railway Corporation.

15.     Any increased costs of construction arising out of faulty setting out or
        similar difficulties of construction which increase the cost of
        completing the Insured Project. Provided that this exclusion shall not
        apply to actual damage to the Insured Property, howsoever caused.

16.     The amount(s) stated in the Deductibles Clause.

EXCEPTIONS to Section 2 - Third Party Liability

1.      Liability in respect of death of or bodily injury (including illness) to
        any person under a contract of employment or apprenticeship with an
        Insured Party and arising out of and in the course of such person's
        employment or service with such Insured party.

2.      Liability in respect of injury, illness, loss or damage or in connection
        with or arising from:

        a)      the use of mechanically propelled passenger or goods carrying
                vehicles used on the public highway not being constructional
                plant primarily intended for use in the Insured's construction
                activities on site or otherwise used as a tool of trade;

        b)      occurrences in respect of which liability is compulsorily
                insurable under any Road Traffic Act or similar legislation
                governing the use of motor vehicles.

3.      Liability for loss of or damage to the permanent or temporary works and
        or materials forming part of the Insured Projects executed or in the
        course of execution by the contractors in performance of the Contract
        during the period of contractors' work (other than any period of
        maintenance or defects liability period) and the plant equipment or any
        other property of the contractor and or any sub-contractor brought onto
        the site of the Contract for the purpose of such direct performance or
        use in the connection with the Contract.

4.      Liability resulting from, attributable to or caused by the ownership or
        possession of or use by the Insured of any aircraft or the navigation of
        any waterborne Vessel or craft but this exclusion shall not apply to
        rowing boats, dinghies, workboats, safety boats, personnel boats
        (powered or unpowered), working rafts or other powered craft in any case
        no exceeding 12 meters in length and unless otherwise insured and whilst
        within Hong Kong territorial waters.

        Furthermore this exclusion shall not apply to the Works or temporary
        works whilst afloat except when they are attached to or under the
        control of and/or accidentally become detached from any tug, towing
        vessel or other marine craft.

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

5.      Liability in respect of loss or damage to:

        a)      property belonging to or in the care, custody or control of the
                Insured (provided that in respect of any property being
                repaired, altered or maintained, this exclusion shall be limited
                to that part of the property being worked upon);

        b)      property in respect of which the Insured is indemnified under
                any other Policy;

        but these exclusions shall not apply to any such property after being
        taken into use by the owner.

6.      Liability assumed by the Insured under the terms of any contract or
        agreement which imposes upon the Insured liability which the Insured
        would not otherwise have incurred. (This exclusion shall not however
        apply to any contract described in the Schedule nor any contract or
        agreement for site access or the hire of plant or supply of materials or
        any agreement necessarily entered into in connection with the
        performance of the contract described in the Schedule with any public
        authority, local or central or government body or similar authority, nor
        any other contracts advised to and agreed by the Insurers).

7.      Liability arising out of:

        a)      bodily injury or loss of or damage to or loss of use of property
                directly or indirectly caused by seepage pollution or
                contamination provided always that this paragraph (a) shall not
                apply to liability for bodily injury or loss of or physical
                damage to or destruction of tangible property or loss of use of
                such property damaged or destroyed where such seepage pollution
                or contamination is caused by a sudden unintended and unexpected
                happening during the period of this insurance.

        b)      the cost of removing nullifying or cleaning-up seeping polluting
                or contaminating substances unless the seepage pollution or
                contamination is caused by a sudden unintended and unexpected
                happening during the period of this insurance.

8.      Liability in respect of penalty sums fines or liquidated damages payable
        by the Insured in respect of delay or non-completion which attaches
        solely because of liability in the Insured's contract or agreement.

9.      Liability arising out of negligence neglect error or omissions on the
        part of the Insured in the conduct and execution of their professional
        activities and duties except where such negligence neglect error or
        omission results in third party death, bodily injury and/or damage to
        property.

10.     The amount(s) stated in the Deductibles Clause.

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

GENERAL EXCEPTIONS to All Sections

The Indemnity provided by this Policy shall not apply to nor include:-

1.      Radioactive Contamination Exclusion Clause

        Indemnity for:

        a)      any loss destruction or damage to any property whatsoever or any
                loss or expense whatsoever resulting or arising therefrom or any
                consequential loss;

        b)      any legal liability of whatsoever nature;

        directly or indirectly caused by or contributed to by or arising from:

        i)      ionising radiations or contamination by radioactivity from any
                nuclear fuel or from any nuclear waste from the combustion of
                nuclear fuel.

        ii)     nuclear weapon materials.

        For the purpose of this exclusion only combustion shall include any
        self-sustaining process of nuclear fission.

2.      War etc Risks Exclusion Clause

        Loss, damage or liability directly or indirectly occasioned by happening
        through or in consequence of war, invasion, acts of foreign enemies,
        hostilities (whether war be declared or not), civil war, rebellion,
        revolution, insurrection, military or usurped power or confiscation,
        commandeering, requisition or destruction or damage by order of any
        Government de jure or de facto or by any public authority.

        Notwithstanding this war exclusion clause, the Insurance shall cover
        loss or damage:

        a)      caused by missiles and/or mines and/or bombs and/or other
                explosives not discovered at the moment of commencement of the
                work on any part of the Insured Projects hereunder, so long as
                no state of war exists in which the country where the subject
                matter insured will be erected is involved;

        b)      caused by strikes, locked-out workmen or persons taking part in
                labour disturbances, riots or civil commotions or persons acting
                maliciously;

        c)      caused by shells and/or other missiles fired from military
                training grounds and/or dropped from military planes (in
                peacetime).

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                       KOWLOON-CANTON RAILWAY CORPORATION

                                Property Division
                      Public Transport Interchange Projects

                                     [LOGO]

                                       KCR

                              [CHINESE CHARACTERS]

                        Construction Liability Insurance
                              (Synopsis of Policy)

                                   Prepared by

                                  [LOGO OF AON]

                       Aon Risk Services Hong Kong Limited
                         21st Floor, Aon China Building
                             29 Queen's Road Central
                                    Hong Kong
                           Telephone: (852) 2861 6666
                           Facsimile: (852) 2862 4113

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                        CONSTRUCTION LIABILITY INSURANCE

                                  THE SCHEDULE

POLICY NUMBER:  To Be Advised

THE INSURED:    (a)     Kowloon-Canton Railway Corporation and/or West Rail
                        Property Development Limited and/or associated and/or
                        affiliated and/or subsidiary companies as the Principal.

                (b)     All contractors and/or sub-contractors of any tier
                        and/or Consultants for their site activities only and/or
                        persons providing goods and services and/or other
                        parties involved in connection with the undertaking of
                        the contracts and/or their joint venture partners for
                        their respective rights and interests.

INSURED         The development and construction of Public Transport Interchange
PROJECTS:       along the West Rail and East Rail Extension of Kowloon-Canton
                Railway Corporation.

INSURED         All contracts of enabling works, foundation, construction,
CONTRACTS:      development, decoration, maintenance, improvement and/or
                renovation, building services, mechanical and electrical works
                and all ancillary contracts relating to the Insured Projects
                awarded by the Principal.

TERRITORIAL     On or about the site of the Insured Projects including any work
LIMITS:         or areas used by the Insured in performance of the works,
                including site offices, worksites, fabrication and casting yards
                anywhere within the Territory of the Hong Kong Special
                Administrative including whilst in transit or temporarily stored
                away from the sites in connection with the Insured Contracts.

PERIOD OF       (a)     Construction Period
INSURANCE:
                        The duration of each contract period (subject to maximum
                        X months) estimated from June 2002 to June 2007

                (b)     Defects Liability Period

                        12 months Defects Liability Period or to the extent and
                        terms as stated in each applicable contract separately
                        in respect of Insured Contracts as defined which
                        commence during the Inception Period of this policy.

INTEREST        Legal Liability of the Insured to third parties in respect of
INSURED:        accidental personal injury and/or property damage arising out of
                the Insured Projects, including liability to "Self-employed
                Persons" or "Sole Proprietors" involving in the performance of
                the Insured Contracts.

LIMIT OF        HK$100,000,000 any one accident but in aggregate for the period
INDEMNITY:      of insurance for Vibration, Removal or Weakening of Support and
                Principal's Existing Property

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

JURISDICTION:   Hong Kong Special Administrative Region

SPECIAL         1.  Safety Precautions
CONDITIONS:     2.  Asbestos Exclusion
                3.  90 Days Cancellation Condition
                4.  Final Declaration Clause
                5.  This policy will act as a "Difference-in-Conditions" and
                    "Difference-in-Limits" policy on top of the Construction
                    All Risks and Third Party Liability (OCIP) policy
                    effected by KCRC

DEDUCTIBLES:    (a) 50% of adjusted loss amount, minimum HK$500,000 anyone
                    accident for damage to oil filled and/or fiber optic
                    cables

                (b) 25% of adjusted loss amount, minimum HK$250,000 anyone
                    accident for water damage to third party property,
                    Vibration, Removal or Weakening of Support, Principal's
                    Property and/or any underground utility services other
                    than item (a) as described above

                (c) 5% of adjusted loss amount, minimum HK$100,000 for all
                    other kind of losses (including third party property
                    damage and/or third party bodily injury)

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX C

                   PART A - MARINE VESSEL LIABILITY INSURANCE

                                                            Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX C

                                     PART A

                        MARINE VESSEL LIABILITY INSURANCE

     Class of                                                  Amount of
  Marine Vessels              Type of Claim                  Cover Required
-----------------------------------------------------------------------------
        I                           A                        minimum HK$50m

        I                           B                        minimum HK$3m

        II                          A                        minimum US$50m

        II                          B                        minimum US$50m

Class I is marine vessels of less than 2500 gross registered tons.

Class II is marine vessels of more than 2500 gross registered tons.

A:-     Claims arising from pollution by petroleum or other similar hazardous
        products.

B:-     All other claims.

N.B.    1.      The amounts stated as "minimum" in the column "Amount of
                Cover Required" shall apply to each and every accident,
                occurrence or claim.

        2.      The insurance required for Class II marine vessels shall be
                either:-

                A.      A Certificate of Entry with a mutual protection and
                        indemnity association (P&I Club) endorsed to include (or
                        with an additional policy to cover) the "Specialist
                        Operations Buyback Cover" with a limit of indemnity of
                        not less than US$50 million.

                B.      A marine insurance policy subject to the "C300 Time
                        Clauses" or equivalent either endorsed to include or
                        with separate additional policies to cover:-

                        i.      Pollution Risks
                        ii.     Institute War and Strike Clauses - Hulls Time
                        iii.    Protection and Indemnity insurance - War
                                (excluding crew)
                        iv.     Protection and Indemnity insurance - War(crew)

                        The protection and indemnity cover provided under all of
                        these clauses shall be for not less than US$50 million.

                                    - C/A1 -                Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

General Exclusions

1)      The above provisions shall not apply to Type A claims arising from an
        accident or occurrence involving an unpowered vessel which:-

        (a)     is used or hired by a supplier, and

        (b)     carries not more than 1,200 litres of such products, in drums.

2)      The above provisions shall not apply to Type B claims involving
        unpowered Class I vessels used or hired by suppliers.

Unpowered Vessels

Despite the above, unpowered vessels are required to be insured under the
standard Protection and Indemnity cover which shall include cover for Wreck
Removal and the limit of indemnity shall not be less than HK$15m any one
occurrence.

Powered Vessels

For the purposes of the above provisions, unpowered marine vessels whilst
attached to a tug are deemed to be powered.

Addendum No. 1                      - C/A2 -                Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX C

                   PART B - EMPLOYEE'S COMPENSATION INSURANCE

                                                            Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX C

                                     PART B

                        EMPLOYEE'S COMPENSATION INSURANCE

1.      The Employer shall facilitate the establishment of a Project Wrap-Up
        Employees' Compensation Master Policy (PWEC) with an Insurance Company
        duly licensed by the Insurance Authority of the Hong Kong Special
        Administrative Region and in terms acceptable to the Employer.

2.      In accordance with the provisions of Clause SC38 (f) of the Special
        Conditions, the Contractor shall procure insurance for itself and for
        its sub-contractors of every tier from the Date for Commencement of the
        Works until the date of issue of the Defects Liability Certificate
        through the PWEC under procedures to be promulgated by the Employer
        before the Date of Commencement of the Works.

3.      The Contractor shall pay the premium and the Statutory Employee's
        Compensation Levy, and any adjustment thereof as determined by the PWEC
        Insurer, on production of an invoice by the Employer's appointed broker
        and in any event the Contractor shall provide a premium receipt issued
        by the Employer's appointed broker within 30 days from the Date for
        Commencement of the Works or within 30 days of the date of the invoice
        for any adjustment. Such amount of premium and Statutory Employee's
        Compensation Levy, as evidenced by the aforesaid premium receipts, will
        be reimbursed to the Contractor by the Employer which, notwithstanding
        any other provision of the Contract, shall be made without the deduction
        of Retention Moneys, by the instruction by the Engineer of the
        expenditure of the applicable Provisional Sum contained in the Pricing
        Document, pursuant to Clause 11 of the General Conditions. Without
        prejudice to any other provision of the Contract, a certificate
        certifying the reimbursement shall be issued by the Engineer within 7
        days of the Contractor presenting the said receipts to the Engineer.
        Notwithstanding any other provision of the Contract, the Contractor
        shall not be entitled to receive any overhead or profit from the
        Employer on the premium and Statutory Employee's Compensation Levy
        reimbursed by the Employer to the Contractor in accordance with the
        foregoing.

4.      The insurance coverage provided by the PWEC shall follow the standard
        Accident Insurance Association of Hong Kong Employee's Compensation
        policy wording to indemnify the obligations of the Contractor and its
        sub-contractors of every tier and shall additionally include
        enhancements and extensions as set out in the Synopsis provided
        herewith, subject to any amendment required by the PWEC Insurers, other
        than as a result of default of the Employer.

                                    - C/B1 -                 Contract No.PCC-TWS

<PAGE>

                       KOWLOON-CANTON RAILWAY CORPORATION

                                Property Division
                      Public Transport Interchange Projects

                                     [LOGO]

                                       KCR

                              [CHINESE CHARACTERS]

                                 Project Wrap-Up
                        Employees' Compensation Insurance
                           (Synopsis of Master Policy)

                                   Prepared by

                                     [LOGO]

                       Aon Risk Services Hong Kong Limited
                         21st Floor, Aon China Building
                             29 Queen's Road Central
                                    Hong Kong
                           Telephone: (852) 2861 6666
                           Facsimile: (852) 2862 4113

<PAGE>

                     PROJECT WRAP-UP EMPLOYEES' COMPENSATION
                                    INSURANCE

                                  THE SCHEDULE

POLICY NUMBER:  To Be Advised

THE INSURED:    (a) Kowloon-Canton Railway Corporation and/or associated and/or
                    affiliated and/or subsidiary companies as the Principal.

                (b) All Contractors and/or Sub-contractors of any tier and/or
                    Consultants and Engineers for their site activities only
                    and/or persons providing goods and services and/or other
                    parties involved in connection with the undertaking of the
                    contracts and/or their joint venture partners for their
                    respective rights and interests.

INSURED         The development and construction of Public Transport
PROJECTS:       Interchange along the West Rail and East Rail Extension of
                Kowloon-Canton Railway Corporation.

INSURED         All contracts of enabling works, foundation, construction,
CONTRACTS:      development, decoration, maintenance, improvement and/or
                renovation, building services, mechanical and electrical works
                and all ancillary contracts relating to the Insured Projects
                awarded by the Principal.

TERRITORIAL     Hong Kong Special Administrative Region but including staff and
LIMITS:         workers temporarily working outside Hong Kong Special
                Administrative Region.

PERIOD OF       For the duration of the Insured Contracts from date estimated
INSURANCE:      at June 1, 2002 to completion of the Insured Contracts plus 12
                months of Defects Liability Period or to the extent and terms
                defined in each applicable contract separately.

                Any extension of the Period of Insurance required by the
                Insured shall be automatically allowed by the Insurer.

EMPLOYEES:      All Employees whilst engaged in the Insured Project, but this
                policy does not insure any employees of:

                (a) Kowloon-Canton Railway Corporation,

                (b) Consultants or Sub-consultants directly contracted to
                    Kowloon-Canton Railway Corporation, or

                (c) Suppliers involved in the manufacture of proprietary
                    products.

ESTIMATED       HK$2,031,000,000
CONTRACT
VALUE:

LIMIT OF        (a) Statutory Liability - as per current Employees'
INDEMNITY:          Compensation Ordinance

                                                                          Page 1

<PAGE>

                (b) Common Law Liability - HK$200,000,000

JURISDICTION:   (a) Employees' Compensation Ordinance of Hong Kong Special
                    Administrative Region, and

                (b) Common Law

EXTENSIONS:     Subject to standard Employees' Compensation Insurance policy
                wording and the following Extensions:

                1.  AEC/DOC/9506
                2.  Joint Insureds
                3.  Primary Insureds
                4.  Waiver of Subrogation Rights against all Joint Insureds
                5.  30 Days Notice of Cancellation
                6.  Future Amendments to Statutory Provisions
                7.  Indemnity to Sub-contractors - W204
                8.  Witnessing Clause - W348
                9.  Emergency Fatality Payment
                10. Employees Temporarily Working Outside Hong Kong Special
                    Administrative Region
                11. Jurisdiction Clause
                12. Employees whilst undertaking Business Trips
                13. Emergency Transportation
                14. Declaration to Master Policy
                15. Terrorism Endorsement

RATE:           2.88% on Contract Value plus 5.3% ECI Levy and 3% Terrorism
                Surcharge plus 100% of the 8.3% ECI Levy and Terrorism
                Surcharge.

MINIMUM AND     HK$35,095,680 plus HK$4,854,902
DEPOSIT
PREMIUM:        Calculated at 60% of 2.88% of Estimated Contract Value of
                Insured Contracts for the whole Period of Insurance.

INSURERS:       Sun Hung Kai Properties Insurance Limited

                                                                          Page 2

<PAGE>

CONDITIONS AND EXTENSIONS

The following Conditions and Extensions are endorsed onto the standard form of
Employees' Compensation Policy as promulgated by the Accident Insurance
Association of Hong Kong (subject to deletion of Conditions 7, 8 and 9) and used
as the basic insurance contract by all insurance companies issuing insurance
pursuant to the requirements of the Employees' Compensation Ordinance in Hong
Kong.

1.      AEC/DOC/9506

        Policy Limit of Liability   :   As specified in the Schedule

        (1) In respect of any one claim or a series of claims resulting from or
            arising out of one event, the Company's indemnity to the Insured
            under this Policy, including costs and expenses incurred with the
            Company's written consent and irrespective of the number of persons
            or Insureds claiming to be indemnified, shall not in the aggregate
            exceed the amount specified above as the Policy Limit of Liability.

            The term "any one event" has the meaning assigned to it by the
            Legislation specified in the Schedule.

        (2) At any time after the happening of any event giving rise to a claim
            or a series of claims under this Policy, the Company may pay to the
            Insured the Policy Limit of Liability (after deduction of any sums
            already paid) or any lesser amount for which such claims can be
            settled and relinquish the conduct of the defence settlement or
            proceedings to the Insured and the Company shall not be responsible
            for any damage alleged to have been caused to the Insured in
            consequence of any alleged action or omission of the Company in
            connection with such defence settlement or proceedings or of the
            Company relinquishing such conduct nor shall the Company be liable
            for any costs or expenses whatsoever incurred by the Insured or by
            any claimant or other person after the Company shall have
            relinquished such conduct.

        (3) Notwithstanding Condition (7) of this Policy, if at the time of any
            claim under this Policy there is any other insurance indemnifying
            any person or Insured or Insureds who are entitled to be indemnified
            under this Policy, this Policy is not to be called upon in
            contribution and, subject to the Policy Limit of Liability, is only
            to pay any amount if and so far as not recoverable under such other
            insurance.

        (4) Where this Endorsement AEC/DOC/9506 is at variance with or
            inconsistent with anything contained in this Policy, this
            Endorsement shall prevail and take precedent.

2.      Joint Insureds Clause

        It is noted and agreed that the Insured under this Policy comprises more
        than one party, each operating as separate and distinct entities and
        that cover hereunder shall apply in the same manner and to the same
        extent as if individual insurances had been issued to each such party.
        The Insurer hereby agrees to waive all rights of subrogation which it
        may have or acquire against any of the parties comprising the Insured.

        The rights and indemnity of any of the parties who are not guilty of any
        fraud, mis-representation, non-disclosure or breach of conditions shall
        not be prejudiced or affected by fraud, mis-representation,
        non-disclosure or breach of condition by any of the other parties
        comprising the Insured.

                                                                          Page 3

<PAGE>

3.      Primary Insurance Clause

        It is expressly understood and agreed that the insurance provided by
        this Policy is the primary insurance for the Insureds shown in the
        Schedule. If at the time any claim arises under the Policy, should there
        be any other insurance covering the same loss, damage or liability such
        other insurance shall only apply as an excess coverage and
        non-contributing herewith.

4.      Waiver of Subrogation Rights Against All Joint Insureds

        The Insurer waives all rights of subrogation against all Insured parties
        hereunder and their respective subsidiaries, affiliates, directors,
        officers and employees.

        Notwithstanding the foregoing, the Insured shall at the expense of the
        Insurer do and concur in doing and permit to be done all such acts and
        things as may be necessary or required by the Insurer in the interest of
        any rights or remedies, or of obtaining relief or indemnity from parties
        (other than those insured under the Policy) to which the Insurer shall
        be or would become entitled or subrogated upon their paying for or
        making good any loss or damage under this Policy, whether such acts and
        things shall be or become necessary or required before or after the
        Insured's indemnification by the Insurer.

5.      30 Days Notice of Cancellation

        The CONDITION 9 stated in the Policy will be amended as follows:

        "The Company may cancel this Policy by sending thirty days' notice by
        registered letter to the Insured at his last known address and in such
        event the premium shall be adjusted in accordance with Condition 8."

6.      Future Amendments to Statutory Provisions

        It is expressly understood and agreed that all amendments to any
        statutory benefits and provisions by which this policy is governed due
        to any Amendment to the Employees' Compensation Ordinance or to the
        relevant Regulations or to any re-enactment thereof shall be
        automatically covered hereby and an additional premium shall be payable.

7.      Indemnity to Sub-contractors - W204

        It is hereby understood and agreed that the indemnity herein granted is
        extended to indemnify the Insured against liability at law (including
        liability under the Legislation set out in the Schedule of this Policy)
        to employees in the employ of sub-contractors performing work for the
        Insured while engaged in the Business in respect of which this Policy is
        granted.

        It is further understood and agreed that Exception (a) of this Policy is
        deleted.

        Subject otherwise to the Terms of this Policy.

8.      Witnessing Clause/Exception (a) - W348

        It is hereby understood and agreed that the witnessing clause of this
        Policy is deemed to be deleted and replaced by the following:

        "Now this Policy witnesseth that if any employee in the immediate
        service of any of the parties jointly described as the Insured shall
        sustain bodily injury by accident or disease caused during the

                                                                          Page 4

<PAGE>

        period of insurance and arising out of and in the course of his
        employment by the Insured in the Business".

        It is further understood and agreed that Exception (a) of this Policy
        is deleted.

        Subject otherwise to the Terms of this Policy.

9.      Emergency Fatality Payment Clause

        In the event of the death of an employee of any party covered under this
        Policy then subject to identification of the deceased the Insurer shall
        pay an immediate cash relief to the verified dependents up to a limit of
        HK$100,000. Such payment shall be deemed to be a partial advance for the
        purpose of financial assistance to the bereaved dependents.

10.     Cover for Employees Temporarily Working Outside the Hong Kong Special
        Administrative Region

        It is hereby declared and agreed that the Territorial Limits in the
        Schedule of this Policy are amended to read "worldwide".

        It is further declared and agreed that if any employee is an "employee"
        within the meaning of the Employees' Compensation Ordinance the Company
        will not deny liability on the grounds that the Ordinance is not
        applicable outside Hong Kong in the event of an accident arising out of
        and in the course of his employment to such employee whilst engaged in
        the Business of the Insured as set forth in the Schedule.

        It is further declared and agreed that the Jurisdiction Clause is deemed
        to be deleted and replaced by the following:

11.     Jurisdiction Clause

        The indemnity provided by this Policy shall not apply in respect of
        judgements which are not in the first instance delivered by or obtained
        from a court of competent jurisdiction within Hong Kong nor the orders
        obtained in the said court for the enforcement of judgements made
        outside Hong Kong whether by way of reciprocal agreements or otherwise.

12.     Cover for Employees Whilst Undertaking Business Trips

        In the event of any insured employee being injured or killed whilst
        undertaking any trip in connection with the Business of the Insured
        involving travel outside Hong Kong, such injury or death shall be deemed
        to have arisen out of and in the course of the employee's employment for
        the purpose of this Policy.

        For the purpose of the insurance hereon a business trip is deemed to
        commence from the time an employee leaves home or normal place of
        business in Hong Kong, whichever is the later, and continue until
        arrival back at home or normal place of business in Hong Kong, whichever
        is the earlier. Cover provided hereon is on a 24-hour basis.

13.     Emergency Transportation

        This Policy is extended to indemnify the Insured for the cost of any
        emergency transportation required as a result of serious injury
        sustained by the Insured's employees including helicopter services if
        required, subject to a maximum limit of HK$10,000.

                                                                          Page 5

<PAGE>

14.     Declarations to Master Policy

        This master policy will accept declarations in respect of all contracts
        awarded by the Kowloon-Canton Railway Corporation in respect of its
        West Rail Phase I Project. Each declaration shall be deemed to be a
        contract of insurance between the Insurer and the respective declaring
        contractor.

15.     Terrorism Endorsement

        Notwithstanding any provision to the contrary in this Policy or any
        endorsement thereto it is hereby agreed that in respect of any bodily
        injury or death by accident or disease ("the Loss") directly or
        indirectly caused by, resulting from or in connection with any act of
        terrorism or any action taken in controlling, preventing, suppressing or
        in any way relating to any act of terrorism regardless of any other
        cause or event contributing concurrently or in any other sequence to the
        Loss:

        (a) the Policy Limit of Indemnity shall be such amount which the Company
            actually receives from the Government of the Hong Kong Special
            Administrative Region of the People's Republic of China ("the
            Government") pursuant to an Agreement for Provision of Facility
            dated 11th January 2002 between the Government and the Company under
            which the Government agreed to make available to the Company and
            other direct insurance companies authorized to underwrite employees'
            compensation insurance business in Hong Kong a facility to enable
            them to meet claims under employees' compensation insurance policies
            in respect of death and injury arising out of an event of terrorism
            ("the Facility Agreement");

        (b) the Company will only be required to make payment after it has
            received from the Government (i) an approval letter confirming that
            the Company should settle the claim and (ii) payment under the
            Facility Agreement; and

        (c) for the avoidance of doubt, the Company shall have no obligation to
            make payment if for whatever reason it does not receive payment from
            the Government under the Facility Agreement, whether or not due to
            the Government's contention that the Loss does not fall within the
            scope of the Facility Agreement or the Company's breach of the
            Facility Agreement.

        For the purpose of the above an act of terrorism means the use of force
        or violence or other means or the threat thereof, of any person or
        persons, whether acting alone or on behalf of or in connection with any
        organization or government, for political, religious, or ideological
        purposes with an intention to influence any government and/or to put the
        public, or any section of the public, in fear.

        If the Company alleges that the Loss falls within the scope of this
        Endorsement, the burden of proving the contrary shall be upon the
        Insured.

        In the event any part of this endorsement is found to be invalid or
        unenforceable, the remainder shall remain in full force and effect.

        Words and phrases in this Endorsement shall have the same meaning as in
        the Policy.

                                                                          Page 6

<PAGE>

PREMIUM MEMORANDUM

Should any additional works, variations or alterations increase the declared
contract value, an additional premium at the policy rate shall be charged
thereon. Any additional premium due shall be paid under as set out below:

1.      The Contractor shall declare the value of all contractual payments made,
        or due up to the date the Engineer issues the Certificate of Substantial
        Completion.

2.      The Contractor shall declare the value of all contractual payments,
        including the value of any retention sum, made or due up to the date the
        Engineer issues the Defects Liability Certificate.

3.      The Contractor shall declare the final contract sum following the issue
        of the Final Certificate by the Engineer.

Contractor declarations pursuant to this paragraph shall be made within 30 days
from the date the Engineer issues the certificate specified and the Contractor
shall pay any additional premium to the insurer within 30 days of the insurer
issuing an invoice for such additional premium.

                                                                          Page 7

<PAGE>

PROJECT WRAP-UP EMPLOYEES' COMPENSATION INSURANCE APPLICATION PROCEDURE

Procedures promulgated for the procurement by a Contractor of Employees'
Compensation Insurance in accordance with the provisions of Special Condition
Clause SCC-31(g) and Annex C Part B of the Special Conditions of Contract.

1.      Application

        1.1     The Contractor shall within 24 hours of receipt of Notice to
                Proceed, complete the attached Application Form in full and fax
                it to the brokers to the Project Wrap-Up Employees' Compensation
                Scheme (PWEC), Aon Risk Services Hong Kong Limited (Aon) at
                facsimile number 2862 4113.

        1.2     Aon will fax acknowledgement to the Contractor and will supply
                insurance coverage documentation issued by the Insurers within 5
                working days.

2.      Premium Payment

        2.1     As soon as the premium figure has been established by the
                Insurers, normally within 5 working days, Aon will issue a
                debit note to the Contractor. This will be faxed to the
                Contractor to enable him to make arrangements for payment and
                the original debit note will be sent by post.

        2.2     The Contractor should arrange to pay the premium as quickly as
                possible by a cheque drawn on a bank in Hong Kong and made
                payable to "Aon Risk Services Hong Kong Limited".

        2.3     As soon as the cheque has been cleared, Aon will send a receipt
                for the premium to the Contractor by post unless the Contractor
                requests that he shall, by prior arrangement, collect it from
                Aon's office.

3.      Compliance and Recovery

        3.1     In accordance with Paragraph 3 of Part B to Annex C of the
                Special Conditions of Contract, the Contractor shall lodge the
                original premium receipt issued by Aon to the Employer not later
                than 30 days from the date of Notice to Proceed.

        3.2     Such amount of premium and Statutory Employees' Compensation
                Levy, as evidenced by the aforesaid premium receipt issued by
                Aon, will be reimbursed to the Contractor by the Employer on
                presentation of the receipt in accordance with the Pricing
                Document in the Contract.

4.      Broker's Details

        4.1     The Company

                Aon Risk Services Hong Kong Limited
                21st Floor Aon China Building,
                29 Queen's Road Central
                Hong Kong

                Telephone:            (852) 2861 6666

                                                                          Page 8

<PAGE>

                Fax:                  (852)2862 4113

4.2             Contact Personnel

                Mr. Albert Kee
                Executive Director
                Direct Telephone:     (852) 2862 4210
                Direct Fax:           (852) 2243 8680
                E-mail:               albert_kee@aon-asia.com

                Mr. Timothy Lam
                Associate Director
                Direct Telephone:     (852) 2862 4230
                Direct Fax:           (852) 2243 8691
                E-mail:               timothy_lam@aon-asia.com

                                                                          Page 9

<PAGE>

                                 APPLICATION FOR
                PROJECT WRAP-UP EMPLOYEES' COMPENSATION INSURANCE
                               FOR CONTRACTS UNDER
                       KOWLOON-CANTON RAILWAY CORPORATION
         WEST RAIL AND EAST RAIL EXTENSION PROPERTY DEVELOPMENT PROJECTS

This form should be completed in full by the Contractor immediately upon receipt
of Letter of Acceptance. The completed form should immediately be faxed to Aon
Risk Services Hong Kong Limited at facsimile 2862 4113 to initiate policy issue
in accordance with Annex C Part B of the Special Conditions of Contract.

DETAILS OF CONTRACTOR

Name of Contractor:

Note:   include full legal title of Contractor or joint venture company. If a
        joint venture partnership then include the full names of all joint
        venture partners.

Corporate Contact:
Correspondence Address:

Telephone:                 Fax:                  E-mail:

DETAILS OF CONTACT

Contact Number:

Contract Title:

Date of Commencement of Contract:

Date of Completion of Contract:

Length of Defects Liability Period:

Awarded Contract Sum:

We hereby certify that the foregoing information is correct and submit our
application to the insurer for Employees' Compensation Insurance in connection
with the contract described herein.

Signed: ________________________   Date: ___________________________

For and on behalf of the Contractor
Name herein by
(Name of Signatory)_____________________

                                                                         Page 10

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX D

                 FORM OF INDEPENDENT CHECKING ENGINEER WARRANTY

                                                            Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX D

                 FORM OF INDEPENDENT CHECKING ENGINEER WARRANTY

THIS AGREEMENT is made the        day of        200 [SEE NOTE 1].

BETWEEN:

(1)     [Insert name of Independent Checking Engineer] a company incorporated in
        and in accordance with the laws of [Insert Jurisdiction of
        Incorporation] [SEE NOTE 2] of [Insert Registered Address of Independent
        Checking Engineer] ("the Independent Checking Engineer"); and

(2)     THE KOWLOON-CANTON RAILWAY CORPORATION of KCRC House, No. 9, Lok King
        Street, Fo Tan, Shatin, New Territories, Hong Kong (together with its
        successors and assigns, "the Employer").

WHEREAS:

(A)     By a contract dated [Insert date of Letter of Acceptance issued by the
        Corporation] ("the Contract") made between the Employer and [Insert name
        of Main Contractor] ("the Main Contractor"), the Main Contractor has
        agreed to execute the Works upon the terms contained in the Contract.

(B)     The Main Contractor and the Independent Checking Engineer have entered
        into an agreement ("the Design Check Agreement") by which the
        Independent Checking Engineer has undertaken the design checking
        obligations specified in the Contract.

(C)     The Design Check Agreement stipulates that the Independent Checking
        Engineer is obliged to provide the Employer with an executed warranty in
        the terms hereof.

NOW IT IS HEREBY AGREED as follows:

1.      In this Warranty, words and expressions shall have the meanings assigned
        to them in the Contract, except where the context otherwise requires.

2.      The Independent Checking Engineer warrants and undertakes to the
        Employer that it has exercised and will in carrying out the duties and
        functions ascribed to it in the Design Check Agreement, continue to
        exercise all the skill and care to be expected of a professionally
        qualified and competent Independent Checking Engineer experienced in
        carrying out services which are of a similar nature and scope as the
        services to be performed under the Design Check Agreement.

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

3.      The Independent Checking Engineer undertakes to indemnify the Employer
        against each and every liability which the Employer may have to any
        person whatsoever and against any claims, demands, proceedings, loss,
        damages, costs and expenses sustained, incurred or payable by the
        Employer to the extent arising from breach of this Warranty by the
        Independent Checking Engineer, provided that the Independent Checking
        Engineer shall have no greater liability to the Employer by virtue of
        this Clause 3 than the liability of the Independent Checking Engineer to
        the Main Contractor under the Design Check Agreement to the extent that
        the same shall have arisen by reason of any breach by the Independent
        Checking Engineer of his obligations under the Design Check Agreement.

4.      No allowance of time by the Employer under the Contract or by the Main
        Contractor under the Design Check Agreement nor any forbearance or
        forgiveness in or in respect of any matter or thing concerning this
        Warranty or the Design Check Agreement on the part of the Employer or
        the Main Contractor nor anything that the Employer or the Main
        Contractor may do or omit or neglect to do, shall in any way release the
        Independent Checking Engineer from any liability under this Warranty.

5.      The Independent Checking Engineer agrees that he will not without first
        giving the Employer not less than 21 (twenty one) days' prior notice in
        writing exercise any right he may have to terminate the Design Check
        Agreement or his employment thereunder or withhold performance of his
        obligations under the Design Check Agreement.

6.      (a)     Notwithstanding anything to the contrary in the Design Check
                Agreement, if the Contract or the employment of the Main
                Contractor under the Contract is terminated for any reason
                whatsoever and if so requested by the Employer in writing within
                21 (twenty one) days of such termination, the Independent
                Checking Engineer shall enter into a novation agreement with the
                Employer and the Main Contractor in which the Independent
                Checking Engineer will undertake, inter alia, to perform the
                Design Check Agreement and be bound by its terms as if the
                Employer had originally been named as the contracting party in
                place of the Main Contractor and as if neither the Contract or
                the Main Contractor's employment thereunder had been terminated.
                The said novation agreement will be in such form as the Employer
                may reasonably require.

        (b)     If the Employer does not require the Independent Checking
                Engineer to enter into a novation agreement as required by
                Clause 6(a) above, the Independent Checking Engineer shall have
                no claim whatsoever against the Employer for any damage, loss or
                expense howsoever arising out of or in connection with this
                Warranty.

                                       D/2                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

7.      Except to the extent (if any) expressly permitted by the Design Check
        Agreement, the Independent Checking Engineer shall not sub-contract any
        of his obligations under the Design Check Agreement without the prior
        written consent of the Employer.

8.      The Independent Checking Engineer acknowledges that the Employer shall
        be entitled to assign the benefit of this Warranty at any time without
        the consent of the Independent Checking Engineer being required.

9.      The Independent Checking Engineer undertakes that no material variation
        or amendment to or waiver of the terms of the Design Check Agreement
        shall be agreed with the Main Contractor without the prior written
        consent of the Employer.

10.     Nothing in this Warranty shall be taken as diminishing or increasing any
        liability on the part of the Independent Checking Engineer under the
        Design Check Agreement.

11.     The Independent Checking Engineer acknowledges that it has not relied on
        any information relating to the Contract, the Site or the Works provided
        directly or indirectly by the Employer and that the Employer shall have
        no liability or responsibility to the Independent Checking Engineer for
        any such information in the absence of fraud.

12.     (1)     Insofar as the patent, copyright or other intellectual property
                rights in any plans, calculations, drawings, documents,
                materials, know-how and information relating to the execution of
                the Works shall be vested in the Independent Checking Engineer,
                the Independent Checking Engineer grants to the Employer a
                royalty-free, non-exclusive and irrevocable licence (carrying
                the right to grant sub-licences) to use and reproduce any of the
                works, designs or inventions incorporated and referred to in
                such documents or materials and any such know-how and
                information for all purposes relating to the Works (including,
                without limitation, the design, construction, reconstruction,
                completion, maintenance, reinstatement, extension, repair and
                operation of the Works). To the extent beneficial ownership of
                any such patent, copyright or other intellectual property right
                is vested in anyone other than the Independent Checking
                Engineer, the Independent Checking Engineer shall use its
                reasonable endeavours to procure that the beneficial owner
                thereof shall grant a like licence to the Employer. Any such
                licence granted shall not be determined if the Design Check
                Agreement shall be revoked or expire or if the Design Check
                Agreement shall be terminated.

                                       D/3                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

        (2)     In the event of the Independent Checking Engineer ceasing to be
                employed under the Design Check Agreement for any reason
                whatever, the Independent Checking Engineer shall provide to the
                Employer for the retention and use by it, all drawings,
                diagrams, specifications, calculations and other data and
                information which the Independent Checking Engineer has prepared
                or are within its possession or control relating to the Works
                whether or not previously provided.

13.     All documents arising out of or in connection with this Warranty shall
        be served:

        (1)     upon the Employer at [Insert Address]; and

        (2)     upon the Independent Checking Engineer at [Insert Address], Hong
                Kong. [SEE NOTE 3]

14.     The Employer and the Independent Checking Engineer may change their
        respective nominated addresses for service of documents to another
        address in Hong Kong but only by prior written notice to each other. All
        demands and notices must be in writing.

15.     This Warranty shall be governed by and construed according to the laws
        for the time being in force in Hong Kong and, subject to Clause 16, the
        Independent Checking Engineer agrees to submit to the non-exclusive
        jurisdiction of the Courts of Hong Kong.

16.     (1)     Any dispute or difference of any kind whatsoever between the
                Employer and the Independent Checking Engineer arising under,
                out of or in connection with this Warranty shall be referred to
                arbitration in accordance with the Arbitration Rules. The
                reference shall be a domestic arbitration for the purpose of
                Part II of the Arbitration Ordinance (Cap. 341). References to
                "Dispute" in such arbitration rules are deemed to include any
                such dispute or difference between the Employer and the
                Independent Checking Engineer.

        (2)     In the event that the Employer is of the opinion that the issues
                in such a dispute or difference will or may touch upon or
                concern a dispute or difference arising under, out of or in
                connection with the Contract ("the Contract Dispute") then
                provided that an arbitrator has not already been appointed
                pursuant to Clause 16(1), the Employer may by notice in writing
                to the Independent Checking Engineer require and the Independent
                Checking Engineer shall be deemed to have consented to the
                referral of such dispute or difference to the arbitrator to whom
                the Contract Dispute has been or will be referred.

                                       D/4                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

        (3)     Save as expressly otherwise provided, the arbitrator shall have
                full power to open up, review and revise any decision, opinion,
                instruction, notice, order, direction, withholding of approval
                or consent, determination, certificate, statement of objection,
                assessment or valuation of the Employer or the Architect under
                the Contract and the Independent Checking Engineer or the Main
                Contractor relating to the dispute or difference.

IN WITNESS whereof this Warranty has been executed as a deed on the date first
above written.

THE SEAL of                                  )
THE KOWLOON-CANTON                           )
RAILWAY CORPORATION                          )
is hereto affixed by authority of the        )
Managing Board and signed by                 )
[          ] and [          ]                )
in the presence of:                          )

                                                          ______________________
                                                          (Authorised Signatory)

                                                          ______________________
                                                          (Authorised Signatory)

THE COMMON SEAL of                                        )
[Insert name of Independent Checking Engineer]            )
was affixed hereto                                        )
in the presence of:                                       )
                                                          )

OR

SIGNED, SEALED AND DELIVERED                              )
by Mr [             ]                                     )
for and on behalf of [Insert name of Independent          )
Checking Engineer]                                        )
as lawful attorney of the Independent Checking Engineer)
under Power of Attorney dated [          ]                )
in the presence of [Insert name of Witness]               )
as Witness                                                )

______________________________________

[SEE NOTE 4]

                                       D/5                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                        NOTES FOR GUIDANCE IN PREPARATION
                  OF WARRANTY BY INDEPENDENT CHECKING ENGINEER

These notes are prepared in order to assist the Independent Checking Engineer in
the preparation of the Warranty and cross refer to the note references contained
in the draft Warranty. The note references contained in the draft Warranty shall
be deleted from the engrossment of the Warranty when prepared by the Independent
Checking Engineer.

NOTE 1

At the time of preparation of the Warranty by the Independent Checking Engineer,
the date should be left blank. The date will be inserted by the Employer at the
time of execution the Warranty by him.

NOTE 2

The jurisdiction in which the Independent Checking Engineer is incorporated
shall be inserted.

NOTE 3

The address for service shall be in Hong Kong.

NOTE 4

The Independent Checking Engineer shall execute the warranty under seal.

This may be done either by:

(a)     affixing the Corporate Seal of the Independent Checking Engineer in the
        presence of authorised signatories in accordance with the Articles of
        Association or other constitutional documents of the Independent
        Checking Engineer; or

(b)     by execution under seal by an attorney appointed by a valid and binding
        Power of Attorney given by the Independent Checking Engineer in
        accordance with its Articles of Association or other constitutional
        documents.

                                       D/6                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

The following documents shall be submitted with the executed warranty:

1.      if executed by affixing the Corporate Seal:

        (a)     an extract from the Independent Checking Engineer's Articles of
                Association or other constitutional documents dealing with the
                execution of documents by use of the Corporate Seal of the
                Independent Checking Engineer; and

        (b)     a copy of the Board Resolution or a copy of the minutes of the
                meeting of the Board of the Independent Checking Engineer by
                which the execution of the warranty was approved;

2.      if executed by an attorney on behalf of the Independent Checking
        Engineer:

        (a)     a copy of the Power of Attorney by which the attorney is
                appointed by the Independent Checking Engineer to execute
                documents on its behalf; and

        (b)     evidence of the authority of the person providing the Power of
                Attorney to delegate powers to the attorney e.g. copy of the
                Board Resolution authorising the appointment of the attorney or
                extracts from the Independent Checking Engineer's Articles of
                Association or other constitutional documents dealing with the
                appointment of attorneys together with confirmation of the
                position or office held by the person giving the Power of
                Attorney; and

3.      if the Independent Checking Engineer is incorporated outside of Hong
        Kong, a legal opinion, if required by the Employer, in a form that shall
        be provided to the Independent Checking Engineer, confirming the
        validity of the execution of the Warranty and of any Power of Attorney.

                                       D/7                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX E

                         FORM OF MAIN CONTRACTOR'S BOND

                                                            Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX E

                         FORM OF MAIN CONTRACTOR'S BOND

              [To be prepared on headed notepaper of the Bondsman]

BY THIS BOND dated the        day of        200 .

[Insert name of Bondsman] a company incorporated in and in accordance with the
laws of [Insert Jurisdiction of Incorporation] of [Insert Registered Address and
Place of Business in Hong Kong of Bondsman] [SEE NOTE 1] ("the Bondsman") is
irrevocably and unconditionally bound to THE KOWLOON-CANTON RAILWAY CORPORATION
of KCRC House, No.9, Lok King Street, Fo Tan, Shatin, New Territories, Hong Kong
(together with its successors and assigns, "the Employer") in the sum of [Insert
amount of Bonded Sum in words] Hong Kong Dollars (HK$[Insert amount of Bonded
Sum in figures]) ("the Bonded Sum") for payment of which sum the Bondsman binds
himself in accordance with the provisions of this Bond.

WHEREAS:

(A)     By a contract dated [Insert date of Letter of Acceptance issued by the
        Corporation] ("the Contract") made between the Employer and the Main
        Contractor, the Main Contractor has agreed to execute the Works upon the
        terms contained in the Contract.

(B)     Pursuant to the terms of the Contract, the Main Contractor agreed to
        procure the provision to the Employer of a Bond in the terms hereof.

NOW THE TERMS of this Bond are:

1.      Where applicable, words and expressions used in this Bond shall have the
        meaning assigned to them in the Contract.

2.      If, in the Employer's opinion, the Main Contractor is or has been in
        default in respect of any of his obligations under the Contract, the
        Bondsman shall upon demand made by the Employer in writing and without
        conditions or proof of the said default or amount demanded, pay the
        amount identified in the demand in respect of the damages, losses,
        charges, costs or expenses sustained by the Employer by reason of the
        default, up to the amount of the Bonded Sum.

                                     - E/1 -                Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

3.      The liability of the Bondsman under this Bond shall remain in full force
        and effect and shall not be affected or discharged in any way by, and
        the Bondsman hereby waives notice of:

        (a)     any suspension of the Works or variation to or amendment of the
                Works or the Contract (including, without limitation, extension
                of time for performance and adjustment to the amount payable to
                the Main Contractor under the Contract);

        (b)     the termination of the Contract or of the employment of the Main
                Contractor under the Contract;

        (c)     any forbearance or waiver of any right of action or remedy the
                Employer may have against the Main Contractor, or negligence by
                the Employer in enforcing any such right of action or remedy;

        (d)     any other bond, security or guarantee held or obtained by the
                Employer for any of the obligations of the Main Contractor under
                the Contract or any release or waiver thereof;

        (e)     any act or omission of the Main Contractor pursuant to any other
                arrangement with the Bondsman;

        (f)     the issue of any Certificate of Practical Completion in respect
                of any Section of the Works, save for the last Section of the
                Works;

        (g)     any breach of the Contract by or other default of the Employer;
                and

        (h)     any provision of the Contract being or becoming illegal,
                invalid, void, voidable or unenforceable.

4.      The liability of the Bondsman under this Bond shall cease on whichever
        of the following events first occurs:

        (a)     payment by the Bondsman of the Bonded Sum in full to the
                Employer;

        (b)     issue of the Certificate of Practical Completion for the last
                Section of the Works; or

        (c)     return of the Bond by the Employer to the Main Contractor.

5.      The Bondsman acknowledges that the Employer shall be entitled to assign
        the benefit of this Bond or any part thereof, any interest therein or
        thereunder and any right thereunder, whether past, existing or future,
        at any time, without the consent of the Bondsman or the Main Contractor
        being required.

6.      All documents arising out of or in connection with this Bond shall be
        served upon the Bondsman, at [insert Address] Hong Kong in English [SEE
        NOTE 2].

7.      The Bondsman may change his nominated address for service of documents
        to another address in Hong Kong but only by prior written notice to the
        Employer.

8.      This Bond shall be governed by and construed according to the laws for
        the time being in force in Hong Kong and the Bondsman agrees to submit
        to the nonexclusive jurisdiction of the Courts of Hong Kong.

                                     - E/2 -                Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

IN WITNESS whereof this Bond has been executed as a deed on the date first above
written.

THE COMMON SEAL of                        )
[Insert name of Bondsman]                 )
was affixed hereto in                     )
the presence of:                          )
                                          )
OR

SIGNED, SEALED AND DELIVERED              )
by Mr [             ]                     )
for and on behalf of [Insert name of      )
Bondsman]                                 )
as lawful attorney of the Bondsman        )
under Power of Attorney                   )
dated [          ] in the                 )
presence of [Insert name of Witness]      )
as Witness                                )

_____________________________________
[SEE NOTE 3]

                                     - E/3 -                Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

              NOTES FOR GUIDANCE IN PREPARATION OF BOND BY BONDSMAN

These notes are prepared in order to assist the Bondsman in the preparation of
the Main Contractor's Bond and cross refer to the note references contained in
the draft Bond. The note references contained in the draft Bond shall be deleted
from the engrossment of the Bond when prepared by the Bondsman.

NOTE 1

The place of incorporation of the Bondsman shall be inserted together with:

(a)     its registered address in the place of incorporation; and

(b)     the address of its place of business in Hong Kong.

NOTE 2

The address for service of notices and demands on the Bondsman shall be in Hong
Kong and, preferably, at the Bondsman's place of business in Hong Kong.

NOTE 3

The Main Contractor's Bond shall be executed under seal by the Bondsman.

This may be done either by:

(a)     affixing the Corporate Seal of the Bondsman in the presence of
        authorised signatories in accordance with the Articles of Association or
        other constitutional documents of the Bondsman; or

(b)     by execution under seal by an attorney appointed by a valid and binding
        Power of Attorney given by the Bondsman in accordance with its Articles
        of Association or other constitutional documents.

The following documents shall be submitted with the executed Bond:

1.      if executed by affixing the Corporate Seal:

        (a)     an extract from the Bondsman's Articles of Association or other
                constitutional documents dealing with the execution of documents
                by use of the Corporate Seal of the Bondsman; and

        (b)     a copy of the Board Resolution or a copy of the minutes of the
                meeting of the Board of the Bondsman, by which the execution of
                the Bond was approved; and

2.      if executed by an attorney on behalf of the Bondsman:

        (a)     a copy of the Power of Attorney by which the attorney is
                appointed by the Bondsman to execute documents on its behalf;
                and

        (b)     evidence of the authority of the person providing the Power of
                Attorney to delegate the powers to the attorney e.g. copy of the
                Board Resolution

                                     - E/4 -                Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                authorising the appointment of the attorney or extracts from the
                Bondsman's Articles of Association or other constitutional
                documents dealing with the appointment of attorneys, together
                with confirmation of the position or office held by the person
                giving the Power of Attorney.

                                     - E/5 -                Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX F

                        FORM OF PARENT COMPANY GUARANTEE

                                                            Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX F

                        FORM OF PARENT COMPANY GUARANTEE

THIS GUARANTEE is made the        day of        200 .

BY:

[Insert name of Parent Company] a company incorporated in and in accordance with
the laws of [Insert Jurisdiction of Incorporation] of [Insert Registered
Address] [and [Insert name of Second Parent Company if appropriate] a company
incorporated in accordance with the laws of [Insert Jurisdiction of
Incorporation] of [Insert Registered Address], jointly and severally,] [SEE NOTE
1] ("the Guarantor");

IN FAVOUR OF:

THE KOWLOON-CANTON RAILWAY CORPORATION of KCRC House, No. 9, Lok King Street, Fo
Tan, Shatin, New Territories, Hong Kong (together with its successors and
assigns, "the Employer").

WHEREAS:

(A)     By a contract dated [Insert date of Letter of Acceptance issued by the
        Corporation] ("the Contract") made between the Employer and the Main
        Contractor, the Main Contractor has agreed to execute the Works upon the
        terms contained in the Contract.

(B)     Pursuant to the terms of the Contract, the Main Contractor agreed to
        procure the provision of a guarantee in the terms hereof. [SEE NOTE 2]

(C)     At the request of the Main Contractor, the Guarantor has [jointly and
        severally] [SEE NOTE 1] agreed to guarantee performance of the Contract
        by the Main Contractor [SEE NOTE 3] as set out herein.

IT IS HEREBY AGREED as follows:

1.      Where applicable, words and expressions used in this Guarantee shall
        have the meaning assigned to them in the Contract.

2.      In consideration of the Employer accepting this Guarantee pursuant to
        the Contract, the Guarantor [jointly and severally] [SEE NOTE 1]
        irrevocably and unconditionally guarantees to the Employer, as a primary
        obligation and not as a surety, due performance by the Main Contractor
        of all of his obligations and liabilities under and arising out of the
        Contract save that nothing herein shall be construed as imposing greater
        obligations or liabilities on the Guarantor than are imposed on the Main
        Contractor by the Contract.

                                       F/1                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

3.      The obligations of the Guarantor under this Guarantee shall remain in
        full force and effect and shall not be discharged in any way by and the
        Guarantor hereby waives notice of:

        (a)     any suspension of the Works or variation to or amendment of the
                Works or the Contract (including, without limitation, extension
                of time for performance and adjustment to the amount payable to
                the Main Contractor under the Contract);

        (b)     any provision of the Contract being or becoming illegal,
                invalid, void, voidable or unenforceable;

        (c)     the termination of the Contract or of the employment of the Main
                Contractor under the Contract;

        (d)     any forbearance or waiver of any right of action or remedy the
                Employer may have against the Main Contractor or negligence by
                the Employer in enforcing any such right of action or remedy;

        (e)     any bond, security or other guarantee held or obtained by the
                Employer for any of the obligations of the Main Contractor under
                the Contract or any release or waiver thereof; and

        (f)     any breach of the Contract or other default of the Employer.

4.      This Guarantee shall extend to any variation of or amendment to the
        Contract and to any agreement supplemental thereto agreed between the
        Employer and the Main Contractor and the Guarantor hereby authorises the
        Employer and the Main Contractor to make any such amendment, variation
        or supplemental agreement without notice to or consent of the Guarantor.

5.      This Guarantee is a continuing guarantee and accordingly shall cover all
        of the obligations and liabilities of the Main Contractor under and
        arising out of the Contract and shall remain in full force and effect
        until all the said obligations and liabilities of the Main Contractor
        have been carried out, completed and discharged in accordance with the
        Contract. This Guarantee is in addition to any other security which the
        Employer may at any time hold and may be enforced without first having
        recourse to any such security or taking any steps or proceedings against
        the Main Contractor.

                                       F/2                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

6.      Until the date of issue of the Certificate of Completion of Making Good
        Defects, the Guarantor shall not on any ground whatsoever make any claim
        or threaten to make any claim whether by proceedings or otherwise
        against the Main Contractor nor, if the Main Contractor comprises more
        than one entity, against any such entity for the recovery of any sum
        paid by the Guarantor pursuant to this Guarantee. Any such claim shall
        be subordinate to any claims (contingent or otherwise) which the
        Employer may have against the Main Contractor and/or any entity as
        aforesaid arising out of or in connection with the Contract until such
        time as the Employer's claims shall be satisfied by the Main Contractor
        and/or any entity as aforesaid or the Guarantor as the case may be. To
        that intent, the Guarantor shall not claim or have the benefit of any
        security which the Employer holds or may hold for any monies or
        liabilities due or incurred by the Main Contractor and/or any entity as
        aforesaid to the Employer and, in case the Guarantor receives any sum
        from the Main Contractor and/or any entity as aforesaid in respect of
        any payment by the Guarantor hereunder, the Guarantor shall hold such
        sum in trust for the Employer for so long as any sum is payable
        (contingently or otherwise) under this Guarantee.

7.      The Employer shall be entitled at any time, without the consent of the
        Guarantor to assign or transfer the benefit of this Guarantee or any
        part thereof, any interest therein or thereunder and any right
        thereunder, whether past, existing or future, to any third party. In the
        event of any assignment or transfer by the Employer as aforesaid, the
        assignee or transferee shall from the date thereof have the same rights,
        powers and remedies as it would have had if it had at all times been the
        Employer under this Guarantee.

8       All documents arising out of or in connection with this Guarantee shall
        be served upon the Guarantor, at [Insert Address], Hong Kong [SEE NOTE
        4].

9.      The Guarantor may change its nominated address for service of documents
        to another address in Hong Kong by providing not less than five business
        days' written notice to the Employer. All demands and notices shall be
        in writing and in English.

10.     This Guarantee shall be governed by and construed according to the laws
        for the time being in force in Hong Kong and the Guarantor agrees to
        submit to the nonexclusive jurisdiction of the Courts of Hong Kong.

                                       F/3                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

IN WITNESS whereof this Guarantee has been executed as a deed on the date first
before written.

THE COMMON SEAL of                                     )
[               ]                                      )
was affixed hereto in                                  )
the presence of:                                       )
                                                       )

OR

SIGNED, SEALED AND DELIVERED                           )
by Mr [             ]                                  )
for and on behalf of [Insert name of Parent Company]   )
as lawful attorney of the Guarantor under              )
Power of Attorney dated [          ]                   )
in the presence of [Insert name of Witness]            )
as Witness                                             )

____________________________________________

[SEE NOTES 1 AND 5]

                                       F/4                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                        NOTES FOR GUIDANCE IN PREPARATION
                            OF GUARANTEE BY GUARANTOR

These notes are prepared in order to assist the Guarantor in the preparation of
the Guarantee and cross refer to the note references contained in the draft
Guarantee. The note references contained in the draft Guarantee shall be deleted
from the engrossment of the Guarantee when prepared by the Guarantor.

NOTE 1

If more than one company executes this Guarantee in respect of the Main
Contractor or any entity comprising the Main Contractor (e.g. because the Main
Contractor or any entity has more than one parent company) the Guarantors under
the Guarantee shall have joint and several liability and the square brackets
shall be deleted.

If only one party is acting as Guarantor under the Guarantee, the square
brackets and the words within, relating to the second Parent Company and joint
and several liability, should be deleted.

NOTE 2

If the Main Contractor comprises more than one legal entity, a Guarantee in this
form shall be provided in respect of each entity.

NOTE 3

If the circumstances referred to under Note 2 apply, and the Main Contractor
comprises more than one legal entity, the Guarantor shall guarantee the
performance of the Main Contractor as a whole because each entity comprising the
Main Contractor shall have joint and several liability for the acts and
omissions of the Main Contractor as a whole.

NOTE 4

The address for service shall be in Hong Kong.

NOTE 5

Each entity comprising the Guarantor shall execute the Guarantee under seal.

                                       F/5                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

This may be done either by:

(a)     affixing the Corporate Seal of the Guarantor in the presence of
        authorised signatories in accordance with the Articles of Association or
        other constitutional documents of the Guarantor; or

(b)     by execution under seal by an attorney appointed by a valid and binding
        Power of Attorney given by the Guarantor in accordance with its Articles
        of Association or other constitutional documents.

The following documents shall be submitted with the executed Guarantee:

1.      if executed by affixing the Corporate Seal:

        (a)     an extract from the Guarantor's Articles of Association dealing
                with the execution of documents by use of the Corporate Seal of
                the Guarantor or other constitutional documents; and

        (b)     a copy of the Board Resolution or a copy of the minutes of the
                meeting of the Board of the Guarantor by which the execution of
                the Guarantee was approved; and

2.      if executed by an attorney on behalf of the Guarantor:

        (a)     a copy of the Power of Attorney by which the attorney is
                appointed by the Guarantor to execute documents on its behalf;
                and

        (b)     evidence of the authority of the person providing the Power of
                Attorney to delegate powers to the attorney e.g. copy of the
                Board Resolution authorising the appointment of the attorney or
                extracts from the Guarantor's Articles of Association or other
                constitutional documents dealing with the appointment of
                attorneys together with confirmation of the position or office
                held by the person giving the Power of Attorney.

                                       F/6                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX G

                       FORM OF PARENT COMPANY UNDERTAKING

                                                            Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX G

                       FORM OF PARENT COMPANY UNDERTAKING

THIS UNDERTAKING is made the        day of        200 .

BY:

[Insert name of Parent Company] a company incorporated in and in accordance with
the laws of [Insert Jurisdiction of Incorporation] [SEE NOTE 1] of [Insert
Registered Address of Parent Company] ("the Parent Company")

IN FAVOUR OF:

THE KOWLOON-CANTON RAILWAY CORPORATION of KCRC House, No. 9, Lok King Street, Fo
Tan, Shatin, New Territories, Hong Kong (together with its successors and
assigns, "the Employer").

WHEREAS:

(A)     By a contract dated [Insert date of Letter of Acceptance issued by the
        Corporation] ("the Contract") made between the Employer and the Main
        Contractor, the Main Contractor has agreed to execute the Works upon the
        terms contained in the Contract.

(B)     Pursuant to the terms of the Contract, the Main Contractor agreed to
        procure the provision of an Undertaking in the terms hereof.

(C)     The Parent Company is the beneficial owner of [Insert Percentage]% [SEE
        NOTE 2] of the issued share capital of (the Main Contractor) [SEE NOTE
        3].

(D)     At the request of the Main Contractor, the Parent Company has agreed to
        provide this Undertaking.

NOW IT IS HEREBY UNDERTAKEN AND AGREED as follows:-

1.      Where applicable, words and expressions used in this Undertaking shall
        have the meaning assigned to them in the Contract.

2.      In consideration of the Employer accepting this Undertaking pursuant to
        the Contract, the Parent Company hereby undertakes to the Employer that
        at any time prior to the issue of the Certificate of Completion of
        Making Good Defects, it will not, [(and will procure that none of the
        companies referred to in Recital (C) will)] [SEE NOTE 6] without the
        prior written consent of the Employer:

        (a)     sell, transfer, assign or otherwise dispose of or deal with
                ownership of the whole or any part of [EITHER] (the
                shareholding or other interest in the (Main Contractor)) [SEE
                NOTE 4]; [OR] (the shareholdings or other interests) [SEE NOTE
                5] referred to in Recital (C) in any way which will affect the
                beneficial ownership and control in (the Main Contractor) [SEE
                NOTE 4] of the Parent Company (and the companies referred to in
                Recital (C)) [SEE NOTE 6]; and

        (b)     take any action which may result in the Main Contractor being
                unable to comply with his obligations or perform in any way his
                duties under the Contract (or take any action which may result
                in [Insert name of

                                     - G/1 -                Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                Subsidiary] being unable to comply with its obligations or
                perform in any way its duties under the [Insert "Joint Venture",
                "Consortium" or other agreement as appropriate] agreement) [SEE
                NOTE 7]

        until such time as the Certificate of Completion of Making Good Defects
        has been issued by the Architect and further that it will procure (that
        [Insert name of Subsidiary] will take all steps necessary to procure)
        [SEE NOTE 7] compliance by the Main Contractor with the provisions of
        the Contract.

3.      The obligations of the Parent Company under this Undertaking shall
        remain in full force and effect and shall not be discharged in any way
        by and the Parent Company hereby waives notice of:

        (a)     any suspension of the Works or variation or amendment to the
                Works or the Contract (including without limitation extension of
                time for performance or adjustment to the amount payable to the
                Main Contractor under the Contract);

        (b)     any provision of the Contract being or becoming illegal,
                invalid, void, voidable or unenforceable;

        (c)     the termination of the Contract or of the employment of the Main
                Contractor (and/or [Insert name of Subsidiary]) [SEE NOTE 8]
                under the Contract;

        (d)     any forbearance or waiver of any right of action or remedy the
                Employer may have against the Main Contractor (and/or [Insert
                name of Subsidiary]) [SEE NOTE 8], or negligence by the Employer
                in enforcing any such right of action or remedy;

        (e)     any bond, security or other guarantee held or obtained by the
                Employer for any of the obligations of the Main Contractor
                (and/or [Insert name of Subsidiary]) [SEE NOTE 8] under the
                Contract or any release or waiver thereof; and

        (f)     any breach of the Contract or other default of the Employer.

4.      This Undertaking shall extend to any variation of or amendment to the
        Contract and to any agreement supplemental thereto agreed between the
        Employer and the Main Contractor (and/or [Insert name of Subsidiary])
        [SEE NOTE 8] and the Parent Company hereby authorises the Employer and
        the Main Contractor (and/or [Insert name of Subsidiary]) [SEE NOTE 8] to
        make any such amendment, variation or supplemental agreement without
        notice to or the consent of the Parent Company.

                                     - G/2 -                Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

5.      The Employer shall be entitled at any time, without the consent of the
        Parent Company, to assign or transfer the benefit of this Undertaking or
        any part thereof, any interest therein or thereunder and any right
        thereunder, whether past, existing or future, to any third party. In the
        event of any such assignment or transfer by the Employer, the assignee
        or transferee shall from the date thereof have the same rights, powers
        and remedies as it would have had if it had at all times been the
        Employer under this Undertaking.

6.      All documents arising out of or in connection with this Undertaking
        shall be served upon the Parent Company, at [Insert Address], Hong Kong
        [SEE NOTE 9].

7.      The Parent Company may change its nominated address for service of
        documents to another address in Hong Kong by providing not less than
        five business days' written notice to the Employer. All demands and
        notices shall be in writing and in English.

8.      This Undertaking shall be governed by and construed according to the
        laws for the time being in force in Hong Kong and the Parent Company
        agrees to submit to the non exclusive jurisdiction of the Courts of Hong
        Kong.

IN WITNESS whereof this Undertaking has been executed as a deed by the Parent
Company on the date first before written.

THE COMMON SEAL of                                       )
[Insert name of Parent Company]                          )
was affixed hereto                                       )
in the presence of:                                      )
                                                         )

OR

SIGNED, SEALED AND DELIVERED                             )
by Mr [            ]                                     )
for and on behalf of [Insert name of Parent Company]     )
as lawful attorney of the Parent Company under           )
Power of Attorney dated [          ]                     )
in the presence of [Insert name of Witness]              )
as Witness                                               )

_______________________________________________


[SEE NOTE 10]

                                     - G/3 -                Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                        NOTES FOR GUIDANCE IN PREPARATION
                        OF UNDERTAKING BY PARENT COMPANY

These notes are prepared in order to assist the Parent Company in the
preparation of the Parent Company Undertaking and cross refer to the note
references contained in the draft Undertaking itself. The note references
contained in the draft Undertaking shall be deleted from the engrossment of the
Undertaking when prepared by the Parent Company.

NOTE 1

The jurisdiction in which the Parent Company is incorporated shall be inserted.

NOTE 2

If the Parent Company is not the immediate parent company, the chain of
ownership through the intermediate parent companies should be set out which
identifies each company in the chain and the shareholding in each subsidiary.

NOTE 3

If the Main Contractor comprises more than one company, the words ("the Main
Contractor") shall be replaced by the name of the subsidiary which is included
in the Main Contractor, and all other Joint Venture or Consortium members should
be identified.

NOTE 4

If Note 3 applies, refer to the subsidiary of the Parent Company and not the
Main Contractor.

NOTE 5

If Note 2 is applicable (i.e. there are intermediate parent companies) use this
alternative.

NOTE 6

If Note 2 is applicable add this provision.

NOTE 7

If Note 3 is applicable (i.e. the Main Contractor comprises more than one legal
entity), add this provision and insert the name of the subsidiary.

NOTE 8

If Note 3 applies, add this provision and insert the name of the subsidiary. In
Clause 2(b) (only) insert the Joint Venture or other relevant agreement.

NOTE 9

                                     - G/4 -                Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

The address for service shall be in Hong Kong.

NOTE 10

Each entity comprising the Parent Company shall execute the Undertaking under
seal.

This may be done either by:

(a)     affixing the Corporate Seal of the Parent Company in the presence of
        authorised signatories in accordance with the Articles of Association or
        other constitutional documents of the Parent Company; or

(b)     by execution under seal by an attorney appointed by a valid and binding
        Power of Attorney given by the Parent Company in accordance with its
        Articles of Association or other constitutional documents.

The following documents shall be submitted with the executed Undertaking:

1.      if executed by affixing the Corporate Seal:

        (a)     an extract from the Parent Company's Articles of Association or
                other constitutional documents dealing with the execution of
                documents by use of the Corporate Seal of the Parent Company;
                and

        (b)     a copy of the Board Resolution or a copy of the minutes of the
                meeting of the Board of the Parent Company by which the
                execution of the Undertaking was approved; and

2.      if executed by an attorney on behalf of the Parent Company:

        (a)     a copy of the Power of Attorney by which the attorney is
                appointed by the Parent Company to execute documents on its
                behalf; and

        (b)     evidence of the authority of the person providing the Power of
                Attorney to delegate powers to the attorney e.g. copy of the
                Board Resolution authorising the appointment of the attorney or
                extracts from the Parent Company's Articles of Association or
                other constitutional documents dealing with the appointment of
                attorneys together with confirmation of the position or office
                held by the person giving the Power of Attorney.

                                     - G/5 -                Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX H

                          FORM OF DRAFT LEGAL OPINIONS

                          Part A - For Parent Company Guarantees

                          Part B - For Parent Company Undertakings

                          Part C - For Bonds

                                                            Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX H

                          PART A - DRAFT LEGAL OPINION
                          FOR PARENT COMPANY GUARANTEES

              [To be prepared on headed notepaper of legal adviser]

We write this letter in our capacity as legal adviser to [Insert name of Parent
Company] ("the Parent Company"). We have examined the following documents:

1.      a certified copy of the Memorandum and Articles of Association (or
        equivalent) of the Parent Company;

2.      a certified copy of the Power of Attorney dated [Insert date of Power of
        Attorney] appointing Mr.[Insert name of attorney] as the true and
        lawful attorney of the Parent Company in Hong Kong for the purposes
        specified in the said Power of Attorney;

3.      a certified copy of the resolution of the Board of Directors of the
        Parent Company authorising the appointment of Mr.[Insert name of
        attorney] as the true and lawful attorney of the Parent Company in Hong
        Kong as aforesaid; and

4.      such other records and documents as we have deemed necessary or
        appropriate for the purposes of this opinion.

Based upon such examination we are of the opinion that:

1.      the Parent Company is a company duly incorporated and validly existing
        under the laws of [Insert country of incorporation of the Parent
        Company] and has full power and authority to carry on its business as it
        is now being conducted;

2.      the Parent Company has the corporate power to provide a Guarantee in
        favour of the Kowloon-Canton Railway Corporation and has taken all
        necessary corporate and legal action in that regard;

3.      the Parent Company may by its nominated attorney execute instruments as
        deeds and the Parent Company may accept and undertake all the
        consequences arising therefrom as if it had been able to affix a seal to
        such instruments in accordance with the laws of Hong Kong; and

4.      the Power of Attorney confers, under the laws of [Insert the proper law
        of the Power of Attorney] a valid and binding authority on the nominated
        attorney to execute instruments as deeds by attaching his personal seal
        thereto in Hong Kong in accordance with the laws of Hong Kong, and such
        legal, valid and binding obligations of the Parent Company as arise
        under the Guarantee under the laws of Hong Kong will constitute legal,
        valid and binding obligations of the Parent Company in and under the
        laws of [Insert country of incorporation of the Parent Company].

Notwithstanding the foregoing, we make the following provisos to this opinion:

(i)     we express no opinion with regard to any laws other than the laws of
        [Insert country of incorporation of the Parent Company]; and

                                       H/1                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

(ii)    we have assumed that all documents examined by us are genuine and are
        signed by the persons by whom they are purported to be signed.

This opinion is given in connection with the provision of a Guarantee by the
Parent Company in favour of the Kowloon-Canton Railway Corporation and may be
relied on solely by the Kowloon-Canton Railway Corporation and its successors
and assigns. It is not made available for any other purpose and may not be
relied upon by any other persons.

                                       H/2                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX H

                          PART B - DRAFT LEGAL OPINION
                         FOR PARENT COMPANY UNDERTAKINGS

              [To be prepared on headed notepaper of legal adviser]

We write this letter in our capacity as legal adviser to [Insert name of Parent
Company] ("the Parent Company"). We have examined the following documents:

1.      a certified copy of the Memorandum and Articles of Association (or
        equivalent) of the Parent Company;

2.      a certified copy of the Power of Attorney dated [Insert date of Power of
        Attorney] appointing Mr.[Insert name of attorney] as the true and
        lawful attorney of the Parent Company in Hong Kong for the purposes
        specified in the said Power of Attorney;

3.      a certified copy of the resolution of the Board of Directors of the
        Parent Company authorising the appointment of Mr.[Insert name of
        attorney] as the true and lawful attorney of the Parent Company in Hong
        Kong as aforesaid; and

4.      such other records and documents as we have deemed necessary or
        appropriate for the purposes of this opinion.

Based upon such examination we are of the opinion that:

1.      the Parent Company is a company duly incorporated and validly existing
        under the laws of [Insert country of incorporation of the Parent
        Company] and has full power and authority to carry on its business as it
        is now being conducted;

2.      the Parent Company has the corporate power to provide an Undertaking in
        favour of the Kowloon-Canton Railway Corporation and has taken all
        necessary corporate and legal action in that regard;

3.      the Parent Company may by its nominated attorney execute instruments as
        deeds and the Parent Company may accept and undertake all the
        consequences arising therefrom as if it had been able to affix a seal to
        such instruments in accordance with the laws of Hong Kong; and

4.      the Power of Attorney confers, under the laws of [Insert the proper law
        of the Power of Attorney] a valid and binding authority on the nominated
        attorney to execute instruments as deeds by attaching his personal seal
        thereto in Hong Kong in accordance with the laws of Hong Kong, and such
        legal, valid and binding obligations of the Parent Company as arise
        under the Undertaking under the laws of Hong Kong will constitute legal,
        valid and binding obligations of the Parent Company in and under the
        laws of [Insert country of incorporation of the Parent Company].

Notwithstanding the foregoing, we make the following provisos to this opinion:

                                       H/3                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

(i)     we express no opinion with regard to any laws other than the laws of
        [Insert country of incorporation of the Parent Company]; and

(ii)    we have assumed that all documents examined by us are genuine and are
        signed by the persons by whom they are purported to be signed.

This opinion is given in connection with the provision of an Undertaking by the
Parent Company in favour of the Kowloon-Canton Railway Corporation and may be
relied on solely by the Kowloon-Canton Railway Corporation and its successors
and assigns. It is not made available for any other purpose and may not be
relied upon by any other persons.

                                       H/4                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

                                     ANNEX H

                     PART C - DRAFT LEGAL OPINION FOR BONDS

              [To be prepared on headed notepaper of legal adviser]

We write this letter in our capacity as legal adviser to [Insert name of Bank]
("the Bank"). We have examined the following documents:

1.      a certified copy of the Memorandum and Articles of Association (or
        equivalent) of the Bank;

2.      a certified copy of the Power of Attorney dated [Insert date of Power of
        Attorney] appointing Mr.[Insert name of attorney] as the true and
        lawful attorney of the Bank in Hong Kong for the purposes specified in
        the said Power of Attorney;

3.      a certified copy of the resolution of the Board of Directors of the Bank
        authorising the appointment of Mr. [Insert name of attorney] as the true
        and lawful attorney of the Bank in Hong Kong as aforesaid; and

4.      such other records and documents as we have deemed necessary or
        appropriate for the purposes of this opinion.

Based upon such examination we are of the opinion that:

1.      the Bank is a company duly incorporated and validly existing under the
        laws of [Insert country of incorporation of the Bank] and has full power
        and authority to carry on its business as it is now being conducted;

2.      the Bank has the corporate power to provide a bond in favour of the
        Kowloon-Canton Railway Corporation and has taken all necessary corporate
        and legal action in that regard;

3.      the Bank may by its nominated attorney execute instruments as deeds and
        the Bank may accept and undertake all the consequences arising therefrom
        as if it had been able to affix a seal to such instruments in accordance
        with the laws of Hong Kong; and

4.      the Power of Attorney confers, under the laws of [Insert the proper law
        of the Power of Attorney] a valid and binding authority on the nominated
        attorney to execute instruments as deeds by attaching his personal seal
        thereto in Hong Kong in accordance with the laws of Hong Kong, and such
        legal, valid and binding obligations of the Bank as arise under the Bond
        under the laws of Hong Kong will constitute legal, valid and binding
        obligations of the Bank in and under the laws of [Insert country of
        incorporation of the Bank].

Notwithstanding the foregoing, we make the following provisos to this opinion:

(i)     we express no opinion with regard to any laws other than the laws of
        [Insert country of incorporation of the Bank]; and

                                       H/5                  Contract No. PCC-TWS

<PAGE>

SPECIAL CONDITIONS OF CONTRACT

(ii)    we have assumed that all documents examined by us are genuine and are
        signed by the persons by whom they are purported to be signed.

This opinion is given in connection with the provision of a bond by the Bank in
favour of the Kowloon-Canton Railway Corporation and may be relied on solely by
the Kowloon-Canton Railway Corporation and its successors and assigns. It is not
made available for any other purpose and may not be relied upon by any other
persons.

                                       H/6                  Contract No. PCC-TWS

<PAGE>

APPENDIX TO THE CONDITIONS OF CONTRACT

                     APPENDIX TO THE CONDITIONS OF CONTRACT

                                                            Contract No. PCC-TWS

<PAGE>

APPENDIX TO THE CONDITIONS OF CONTRACT

                     APPENDIX TO THE CONDITIONS OF CONTRACT

<TABLE>
<CAPTION>
                                         CLAUSE
<S>                                   <C>              <C>
Defects Liability Period              15, 16, 30,      Twelve months
                                      SC1 and SC15

Date for Possession                   21 and SC20      Within 7 days from the Architect's
                                                       written notification to commence

Date for Completion                   21 and SC20      720 calendar days from and including
                                                       Date for Possession

Liquidated and Ascertained            22 and SC21
Damages

The whole of the Works                                 at the rate of *** per day

Period of delay                       26(1)(c) and
                                         SC24(2)

(a) by reason of sub-paras (i),                        Three months
    (ii) or (iii)

(b) by reason of sub-paras (iv),                       Three months
    (v), (vi) or (vii)

Prime cost sums for which the             27(g)        Not Applicable
Main Contractor desires to tender

Period of Interim Certificates          30(1) and      One month
                                          SC26(1)

Period of Honouring Certificates        30(2) and      Twenty-one days
                                          SC26(2)

Percentage of Certified Value             30(3)        ***
Retained

Limit of Retention Fund                   30(3)        ***

Period of Final Measurement and           30(5)        Six months
Valuation

Amount of Surety Bond                 31, SC27 and     ***
                                          SC40

Percentage Labour Content                 36(3)        Not applicable.
</TABLE>

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

Addendum No. 2                      AC/1 of 1               Contract No. PCC-TWS