EXHIBIT NO. 10.171

                ENGINEERING SERVICES AGREEMENT

                           between


          BHOTE KOSHI POWER COMPANY PRIVATE LIMITED


                             and


        HARZA ENGINEERING COMPANY INTERNATIONAL L.P.


                             for


          THE INSTALLATION OF A FLOOD WARNING SYSTEM
                             FOR
            THE BHOTE KOSHI HYDROELECTRIC PROJECT




This  Agreement is entered into this 30th day  of  November,
1997,  by  and  between  Bhote Koshi Power  Company  Private
Limited,  hereinafter referred to as the Client,  and  Harza
Engineering Company International L.P., hereinafter referred
to as the Engineer.

INDEX TO SERVICES AGREEMENT

Article I          Definitions
Article II         Purpose
Article III        General Terms and Conditions
Article IV         Schedule
Article V          Scope of Services and Additional Services
Article VI         Compensation to the Engineer
Article VII        Nepalese Registration Fees, Duties, and Taxes
Article VIII       Engineer's Employees
Article IX         Ownership of Documents
Article X          Changes in the Scope of Services
Article XI         Subcontracts
Article XII        Assignment
Article XIII       Authorization to Purchase
Article XIV        Force Majeure
Article XV         Arbitration
Article XVI        Official Language and Units of Weights and Measure
Article XVII       Termination and Suspensions
Article XVIII      Law Governing Agreement
Article XIX        Review and Modification of Agreement
Article XX         Notices
Article XXI        Entire Understanding of Agreement
Article XXII       Waiver of Contract Breach
Article XXIII      Severability of Invalid Provisions
Article XIV        Designation of Authorized Representatives
Article XV         Indemnification
Article XVI        Effective Date
Article XVII       Independent Contractor
Article XVIII      Representations and Warranties
Article XXIX       Insurance

Attachment 1       Price of Engineering Services
Attachment 2       Scope of Engineering Services



ARTICLE I - DEFINITIONS

Project:  Upper Bhote Koshi Hydroelectric Project

Client:Bhote Koshi Power Company Private Limited

Engineer: Harza Engineering Company International L.P.


ARTICLE II - PURPOSE

The  purpose of this Agreement is to set forth the terms and
conditions under which the Engineer shall provide  technical
engineering  consulting services related to the Project  for
the  Client.   The services to be provided are described  in
Article V, Scope of Services.


ARTICLE III - GENERAL TERMS AND CONDITIONS

A. Appointment of the Engineer

The  Client  hereby appoints the Engineer and  the  Engineer
accepts  the  appointment on the terms  and  conditions  set
forth hereinafter.

B. Engineer's Responsibility

The  Engineer will render engineering services in accordance
with generally accepted and currently recognized engineering
practices, procedures and principles.  The Engineer makes no
other  warranty, either express or implied, with respect  to
its services.

Notwithstanding  anything  to  the  contrary  which  may  be
contained   in   this  Agreement  or  any   other   material
incorporated  herein  by  reference,  or  in  any  agreement
between  Client and any other party concerning the  Project,
the  Engineer shall not have control or be in charge of, and
shall not be responsible for the means, methods, techniques,
sequences  or  procedures of construction,  or  the  safety,
safety   precautions  or  programs  of   the   Client,   the
construction contractor, other contractors or subcontractors
performing any of the work or services on the Project.   Nor
shall  the Engineer be responsible for the acts or omissions
of  Client, or for the failure of Client, or for  its  other
consultants,  contractors  or subcontractors  to  carry  out
their  respective  responsibilities in accordance  with  the
Project  documents, this Agreement, or any  other  agreement
concerning  the  Project. Any provision  which  purports  to
amend  this  provision  shall be without  effect  unless  it
contains a reference that the content of this Article  III.B
is  expressly  amended for the purposes  described  in  such
amendment and is signed by both parties.


ARTICLE IV - SCHEDULE

A.   Initiation of Services

The Engineer will commence the services on May 1, 1997.

B.   Schedule of Services

  1. The  Engineer  has  planned  its  services  to  achieve
     essential completion of the Services by June 1, 1998.

  2. The  Engineer agrees to adhere to the time schedule with
     respect  to  all  portions of the  services  which  are
     solely  under the direct control of the Engineer.   The
     Client  accepts  responsibility  for  facilitating  the
     services  of  the  Engineer and  the  progress  of  the
     Project  with  respect to all portions of the  services
     over which the Client retains control.

C.   Completion of Services

The  services to be provided under this Agreement  shall  be
considered  complete  when the equipment has been installed,
tested,   commissioned   and   accepted   by   the   Client.
Completion by the Engineer and acceptance by the  Client  of
all  outstanding reports and drawings under  each  Phase  of
this  Agreement shall be considered accepted if neither  the
Client  nor  Client's lenders' independent engineer   raises
any  objections within ninety (90) days after  certification
by the Engineer of completion of all outstanding reports and
drawings.

D.   Terms of Agreement

Unless  terminated under Article XIX, this  Agreement  shall
terminate  on the later of June 1,  1999 or one  year  after
the date the equipment has been accepted by the Client.    A
revised termination date may be included by Amendment.


ARTICLE V - SCOPE OF SERVICES AND ADDITIONAL SERVICES

The  Scope of Services is presented in Attachment 2 to  this
Agreement.


The  Engineer  shall  supply  such  additional  services  as
requested  by the Client in connection with the Project  and
for  which  the  Engineer is qualified  but  which  are  not
otherwise  included  in this Agreement.  Separate  proposals
shall  be  submitted  by the Engineer for  furnishing  these
services.   Compensation for such additional services  shall
be  negotiated by the parties and included in this Agreement
by Amendment.


ARTICLE VI - COMPENSATION TO THE ENGINEER

A.   Compensation

In consideration of the engineering services rendered by the
Engineer  under  this  Agreement,  the  Engineer  shall   be
reimbursed  in  four  lump  sum  payments  corresponding  to
milestones as indicated on Attachment 1.

The  Engineer and the Client shall meet in person  or  by  a
conference  call  monthly to discuss the progress   for  the
following  month's services.  The Engineer at  the  Client's
request  agrees  to delay any activities provided  that  the
Client shall be responsible for any increased cost resulting
from  the delay and the schedule shall be adjusted  for  the
effects of the requested delay.

B. Mode of Payment

The  Engineer  shall submit  invoices to the  Client  in  US
dollars, consistent with Attachment 1.

The  Client  shall pay the Engineer within 45  days  of  the
receipt of the invoice.

  1. Settlement  of  Disputed  Amounts.   In  the   case   of
     disputed    amounts,   the   Client    shall    request
     clarification from the Engineer of the queried part  at
     the  same time the Client transmits acceptance for  the
     approved  part  of the statement.  Within  30  days  of
     receipt  of  clarification,  the  Client  shall   state
     whether or not the queried part is accepted or rejected
     in  full  or  in part.  For all portions accepted,  the
     Client  shall  immediately transmit acceptance  to  the
     Engineer.  For portions not accepted by Client, Article
     XV  of  this  Agreement, Arbitration, shall  apply,  if
     invoked by the Engineer.

  2. Interest  on  Overdue  Accounts.   If  for  any   reason
     payments due the Engineer have not been paid within  45
     days of delivery of the invoice to the Client, interest
     on  the overdue amount(s) shall be applied at an annual
     rate one percent higher than the prime rate charged  by
     the Northern Trust Company, Chicago, Illinois.


ARTICLE  VII - NEPALESE REGISTRATION FEES, DUTIES AND TAXES

In the event that the Engineer, its expatriate personnel, or
its  non-Nepalese Consultants or subcontractors are  subject
to  payment of registration fees, customs and duties, income
taxes  or other taxes, all such fees, duties and taxes shall
either  be paid directly by the Client or reimbursed to  the
Engineer.  The Engineer shall promptly inform the Client  of
any fees, duties, or any tax on fees earned for the services
in  Nepal or tax on income of expatriate staff in Nepal paid
in  the  U.S. to enable the Client to obtain tax  reductions
allowable  under the laws of Nepal.  Existence of  any  such
fees or levies has not been determined and therefore is  not
provided   for  in  Attachment  1,   Price  of   Engineering
Services.


ARTICLE  VIII - ENGINEER'S EMPLOYEES

A.Client's Approval

The  Engineer  shall obtain the approval of Client  for  the
long  term assignment in Nepal of each employee assigned  to
serve  under  this Agreement.  Such approval  shall  not  be
unreasonably withheld by the Client.

B.Replacement

Upon  the written request of the Client, the Engineer  shall
remove  or  replace  any  of  its  long-term  or  short-term
employees present in Nepal.  In the event of removal of  any
employee  for cause, any replacement shall be an  individual
with  at  least  equivalent professional qualifications  and
shall  be  subject to the same approvals as  the  individual
replaced.

C.   Employee Conduct

All   Engineer's  and  subcontractor  employees  and   their
authorized  dependents shall at all  times  while  in  Nepal
conduct  themselves within the laws, respect the customs  of
Nepal and refrain from any political activity.  The Engineer
shall  solely  be responsible for conduct of  its  employees
while in Nepal or traveling to Nepal.


ARTICLE IX - OWNERSHIP OF DOCUMENTS

A. Documents Property of Client


Technical data, recommendations, notes, memoranda,  drawings
or  other  graphic representations prepared by the  Engineer
pursuant  to or developed in connection with this  Agreement
shall  become  the property of the Client.   This  provision
shall  not be interpreted to limit the right of the Engineer
or  its  personnel to make, keep and use copies of  personal
and professional records, notes, reports or other data.  The
Engineer  shall  have  the right to  retain  copies  of  all
documents and drawings for its files. The Engineer shall not
publish  any  information obtained or developed pursuant  to
the Agreement without Client's prior consent.

B. Reuse of Documents

All   documents,   including  drawings  and   specifications
furnished  by  the Engineer pursuant to this  Agreement  are
intended for use on this Project only.  They should  not  be
used by the Client or others on extensions of the Project or
any  other project without specific written verification  or
adaptation by the Engineer. Any reuse without the Engineer's
written  verification or adaptation shall be at the Client's
sole risk, and Client shall indemnify and hold harmless  the
Engineer  from  all  claims damages, losses,  and  expenses,
including  attorneys' fees and arising out of  or  resulting
from such unauthorized reuse.

Any  computer  disks  provided by  Engineer  to  Client  may
develop errors because of hardware and software combinations
differing  from  those  used by Engineer  in  preparing  the
disks, other failure of Client's or third parties' hardware,
or the limited life expectancy and integrity of the disk and
its contents for which Engineer bears no responsibility.  In
case   of  discrepancies  between  documents  ("hard  copy")
prepared by Engineer and such computer disks, the hard  copy
shall be the governing medium and copy of record.


ARTICLE X - CHANGES IN THE SCOPE OF SERVICES

A.Making Changes

The  Client may at any time, by written order, make  changes
within the scope and duration of the services required under
this  Agreement.  If any such change is made,  an  equitable
adjustment  shall be made (1) in the  Price of   Engineering
Services (Attachment 1) or the Schedule of Services (Article
IV.  B),  or both, and (2) in such other provisions  of  the
Agreement as may be affected, and the Agreement shall be  so
modified in writing.

B.Revised Estimates

In  the  case  of an increase or decrease in  the  Scope  of
Services  ordered by the Client, the Engineer  shall  within
fifteen  (15) working days provide a cost estimate  for  the
increase or decrease in services and indicate the effect  of
this  change  in  the  overall Scope  of  Services  and  the
estimated  completion date and its effects on the  Price  of
Engineering Services (Attachment 1).

ARTICLE XI - SUBCONTRACTS

The  Engineer  may  subcontract with  individuals  or  firms
qualified to perform specialized services necessary for  the
performance of the services.  All such subcontracts shall be
approved  in  advance  in writing by  the  Client  and  such
approval, if given, shall not relieve the Engineer from  any
liability or obligation under this Agreement.  In the  event
any  single  subcontract exceeds $200,000,  or  subcontracts
exceed $500,000 in the aggregate, Engineer shall also obtain
the lenders' approval.  All subcontracts issued pursuant  to
this  clause  shall be subject to all obligations  hereunder
and the Engineer agrees to include all appropriate provision
of this Agreement in all subcontracts hereunder.

All subcontracts entered into by the Engineer in performance
of its services shall be billed at cost to the Client.


ARTICLE XII - ASSIGNMENT

The  Engineer may not assign its obligation to perform under
this Agreement except with the prior written consent of  the
Client  and  its lenders.  The Engineer's right  to  receive
payment  under  this Agreement may not be  assigned  without
prior written consent of the Client and its lenders.

The Client may assign the rights and obligations under this
Agreement to its lenders, or to any other party with the
prior written consent of the Client's lenders.


ARTICLE XIII - AUTHORIZATION OF PURCHASE

Except  for  the  flood warning system to be installed,  the
Engineer  may  purchase any engineering, testing,  surveying
and  other  equipment,  literature,  computer  programs  and
vehicles  required  for performance of  its  Services.   The
Client will purchase the flood warning system equipment.


ARTICLE XIV - FORCE MAJEURE

In  the event the Engineer is rendered unable, wholly or  in
part,  by  Force Majeure, to perform its duties  under  this
Agreement,  then  the  Engineer  shall  notify   with   full
particulars of such Force Majeure, in writing, facsimile  or
by  telegram, to the Client as soon as practicable after the
occurrence of the case.  The duties of the Engineer,  as  it
is  affected by such Force Majeure shall be suspended during
the  continuance of any inability so caused and the  effects
of  such  cause shall, as far as possible, be reduced,  with
all  reasonable dispatch.  The term "Force Majeure" employed
hereunder,  shall  mean events beyond  the  control  of  the
Party,  including but not limited to acts of  God,  strikes,
lockouts, or other industrial disturbances, tribal and  war-
blockades,  insurrections, riots and civil  disturbances  in
Nepal,  the  effects  of  which  by  the  exercise  of   due
diligence,  the Engineer is unable to overcome.  Unless  the
services  of  the  Engineer are terminated pursuant  to  the
provision of Article XVII, Termination, thereof, then during
the  period  the  duties of the Engineer are suspended,  the
Client shall continue to reimburse the Engineer for the cost
of  services  incurred hereunder, in the same manner  as  if
such  duties had not been suspended, to the extent otherwise
reimbursable under this Agreement plus any additional  costs
incurred due to temporary relocation of the employees and/or
their  dependents.  It is understood that the Engineer shall
use  his  best efforts to minimize his cost and expenditures
during any period of Force Majeure.


ARTICLE XV - ARBITRATION

All disputes under this Agreement shall be resolved finally,
and  without  appeal to any courts, in accordance  with  the
following procedures.

Each  Party  shall  appoint a representative  who  shall  be
principally  responsible for administering the Agreement  on
behalf  of such Party and representing the Party's interests
in  the event of disputes under this Agreement.  Any dispute
or  disagreement  between  the Parties  relating  to  or  in
connection with this Agreement, which is not finally settled
by a discussion between the appointed representatives within
thirty  (30) days shall be submitted to arbitration  at  the
written request of any Party, specifying the issue or issues
in  dispute  and summarizing the Party's claim with  respect
thereto.

A  Party initiating arbitration proceedings may request that
an  arbitration committee be established and such  committee
resolve  the dispute or disagreement.  Such committee  shall
consist  of  one  representative appointed by  each  of  the
Parties and a chairman acceptable to all of the Parties.

In  the  event that the Parties fail to form an  arbitration
committee, or if the arbitration committee fails to  resolve
the  dispute within thirty (30) days, either Party may refer
such  dispute,  controversy  or  claim  to  arbitration  for
settlement  in accordance with the United Nations Commission
on  International Trade Law (UNCITRAL) as then presently  in
force.

For  purposes  of  application of the  UNCITRAL  Arbitration
Rules to this Agreement:

The   appointing  authority  shall  be  the   authority   as
designated by UNCITRAL Arbitration Rules.

The  number of arbitrators shall be three.  No arbitrator
shall be an employee, agent, shareholder, former employee
or agent of any of the Parties.

The place of the arbitration shall be Washington, D.C.

The language to be used in the arbitral proceedings shall
be English.

The  Parties  hereby consent to the jurisdiction  of  the
arbitration  panel.   The  arbitration  panel  shall   be
authorized to order equitable relief, including  specific
performance or injunctive relief.  The arbitration  award
shall  be final and binding and enforceable in any  court
of competent jurisdiction.

Within thirty (30) days of the hearing, unless such  time
is  extended  by mutual agreement, the arbitrators  shall
notify  the Parties in writing of their decision  stating
separately findings of fact and conclusions of law.   The
arbitrators shall not have the power to add to  or  amend
this  Agreement.  The decision of the  arbitrators  shall
specify  how  the  expenses of the arbitration  shall  be
allocated.


ARTICLE XVI - OFFICIAL LANGUAGE AND UNITS OF WEIGHTS  AND
MEASURE

The  official  language  of this  Agreement  and  of  all
documents  prepared by the Engineer under  the  terms  of
this  Agreement shall be the English language.  The units
of  weights and measure in which the design and  contract
documents shall be prepared shall be metric units.


ARTICLE XVII - TERMINATION AND SUSPENSION

A.Termination

This Agreement may be terminated by either Party upon  30
(thirty) days'  written notice in the event of a material
default  by the other Party in performing its obligations
in  accordance with the terms hereof through no fault  of
the terminating Party upon mutual agreement.

B.   Force Majeure

In  the  event of  Force Majeure, as defined  in  Article
XIV,  Force Majeure, the Client shall have the  right  to
terminate  this  Agreement  as  stated  above,  and  such
termination  may be made on 30 (thirty)  days  notice  in
writing.

If  for any reasons of Force Majeure, in accordance  with
and as defined in Article XIV, Force Majeure, services of
the  Engineer are suspended,  either Party may  terminate
the  Agreement one hundred eighty (180) days after having
given  notice  of  the Force Majeure event.   The  Client
shall  pay  to  the  Engineer  an  equitable  amount  for
services performed up to the date of termination.

Similarly,   if   for  reasons  of  Force   Majeure   the
performance  of  the services by the  Engineer  shall  be
delayed,  or  extra disbursements incurred in  continuing
the  services, the Client shall pay to the  Engineer  all
reasonable  costs  previously  approved  by  the   Client
resulting   from   the  delay,  or  extra  disbursements,
including,  if  necessary, disbursements for  round  trip
travel  and  subsistence during temporary evacuation  for
personnel  normally  resident in Nepal  while  performing
their  duties  and  for the dependents normally  residing
with such personnel.


ARTICLE XVIII - LAW GOVERNING AGREEMENT

This  Agreement  shall,  in all  respects,  be  read  and
construed, and shall operate as a contract, in conformity
with  the  laws  of  New York and its Courts  shall  have
jurisdiction   for  adjudicating  any   dispute   arising
hereunder.


ARTICLE XIX - REVIEW AND MODIFICATION OF AGREEMENT

The  Terms  of  this Agreement shall be reviewed  on  the
anniversary of the effective date every year that  it  is
in  force.   Additions, deletions, and  changes  mutually
agreeable  to  the parties thereto shall be  incorporated
therein  per written amendment.  No modification of  this
Agreement shall be made except by amendment signed by the
parties.


ARTICLE XX - NOTICES

Any  notice given by any of the parties hereto  shall  be
sufficient  only if in writing and delivered  in  person,
facsimile, telex or through registered mail as follows:

       TO:     Bhote Koshi Power Company Private Limited
               KHA 1-960
               Kalimati, Tachachal
               Kathmandu, Nepal

               Attn: Project Manager
               (T&F) 977 1 27 00 27


       TO:    Harza Engineering International L.P.
               c/o Harza Engineering Company
               Sears Tower
               233 S. Wacker Drive
               Chicago, Illinois  60606   USA

               Attn: Patrick Hartel, Project Manager
               (T)  312-831-3000
               (F)  312-831-3999

or to such other address as either of these parties shall
designate  by notice given as required  herein.   Notices
hereunder shall be effective when delivered.


ARTICLE XXI - ENTIRE UNDERSTANDING OF AGREEMENT

This  Agreement  represents and incorporates  the  entire
understanding  by  the  parties hereto,  and  each  Party
acknowledges    that    there    are    no    warranties,
representations, covenants or understandings of any kind,
matter or description whatsoever, made by either Party to
the  other  except  as expressly set forth  herein.   The
parties   agree  that  any  purchase  orders,   invoices,
confirmations, acknowledgments or other similar documents
executed or delivered with respect to the subject  matter
hereof  that  conflict with the terms of  this  Agreement
shall  be  null, void, and without effect to  the  extent
that they conflict with the terms of this Agreement.


ARTICLE XXII - WAIVER OF CONTRACT BREACH

The  waiver of one Party of any breach of this  Agreement
or  the  failure of one Party to enforce at any time,  or
for any period of time, any of the provisions hereof, and
shall  be  limited to the particular instance, shall  not
operate of be deemed to waive any future breaches of this
Agreement, and shall not be construed to be a  waiver  of
any provision, except for the particular instance.


ARTICLE XXIII - SEVERABILITY OF INVALID PROVISIONS

If  any  provisions of the Agreement  shall  be  held  to
contravene or be invalid under the laws of any particular
state,   country   or  jurisdiction  where   used,   such
contravention shall not invalidate the entire  Agreement,
but the Agreement shall be construed as if not containing
the  particular  provisions  or  provisions  held  to  be
invalid  in the particular state, country or jurisdiction
and the rights or obligations of the parties hereto shall
be construed and enforced accordingly.

ARTICLE XXIV - DESIGNATION OF AUTHORIZED REPRESENTATIVES

Each  Party  shall designate one or more persons  to  act
with  authority  in its behalf in respect to  appropriate
aspects  of  the  Project.  The persons designated  shall
review   and   respond  promptly  to  all  communications
received from the other Party.

ARTICLE XXV - INDEMNIFICATION

The Engineer shall indemnify and hold harmless the Client
up  to  the amount of the compensation paid by the Client
to  the  Engineer  for its services rendered  under  this
Agreement (excluding costs and subcontract expenses) from
the   Client's  loss  or  expense,  including  reasonable
attorneys'   fees,   for  claims  for   personal   injury
(including death) or property damage arising out  of  the
sole negligent act, error or omission of the Engineer.

The Client shall indemnify and hold harmless the Engineer
up  to  the amount of the compensation paid by the Client
to  the  Engineer  for its services rendered  under  this
Agreement (excluding costs and subcontract expenses) from
the  Engineer's  loss  or expense,  including  reasonable
attorneys'   fees,   for  claims  for   personal   injury
(including death) or property damage arising out  of  the
sole negligent act, error or omission of the Client.

Subject  to  the  Engineer's  and  the  Client's  limited
obligation of indemnification hereunder, in the event  of
joint  or concurrent negligence of the Engineer  and  the
Client,  each  shall bear that portion  of  the  loss  or
expense  that  its  share  of  the  joint  or  concurrent
negligence bears to the total negligence (including  that
of  third  parties) which caused the personal  injury  or
property damage.

In  no  event shall the Engineer or the Client be  liable
for   special,   incidental  or  consequential   damages,
including,  but not limited to loss of profits,  revenue,
use  of  capital, claims of customers, cost of  purchased
power or replacement power, or for any other loss of  any
nature,  whether  based  on contract,  tort,  negligence,
strict  liability or otherwise, by reason of the services
rendered under this Agreement.

The  trustees, directors, officers, employees, agents and
consultants  of the respective parties are deemed  to  be
included  in  the  term "Engineer" and "Client"  for  the
purposes of this section.



ARTICLE XXVI - EFFECTIVE DATE

This  Agreement  shall  become  effective  May  1,  1997.
Initiation  of  services  and  termination  shall  be  in
accordance with the terms of Article IV.


ARTICLE XXVII - INDEPENDENT CONTRACTOR

At   all   times,  Engineer  shall  serve   as   Client's
professional  engineering consultant in those  phases  of
the  Project  to which this Agreement applies.   Engineer
shall  have  full  responsibility  for  the  control  and
direction  of  its employees, contractors, servants,  and
agents and shall be fully and solely responsible for  the
payment  of  all  obligations  incurred  by  Engineer  in
performing the requirements of this Agreement.   Engineer
shall  not  be  an  agent for and may  not  bind  Client.
Client  shall  not  be  an agent for  and  may  not  bind
Engineer.  The relationship is that of a buyer and seller
of  professional services and it is understood that  this
Agreement  does  not create  a joint venture,  agency  or
partnership relationship.


ARTICLE XXVIII - REPRESENTATIONS AND WARRANTIES

Engineer represents and warrants, as of the date  hereof,
as follows:

       A. It  is  a  limited  partnership duly  organized,
          validly existing and in good standing under the
          laws of Delaware;

       B. It  has  taken all necessary action to authorize
          the  execution, delivery and performance of its
          obligations under this Agreement, which  action
          has  not been superseded or modified, and  this
          Agreement  constitutes  the  legal,  valid  and
          binding obligation of Engineer, enforceable  in
          accordance with its terms;

       C. The  execution, delivery and performance of this
          Agreement  do  not violate (i) its  partnership
          agreement  or bylaws or any resolution  of  its
          Board  of Managers or other committees  charged
          with  the  governance of its affairs, (ii)  any
          contract  to  which it or, to the best  of  its
          knowledge, any of its Affiliates, is a Party or
          (iii)  any  law, rule, regulation, order  writ,
          judgment,  injunction, decree or  determination
          affecting Engineer or any of its properties;

       D. It  has  not filed any petition for relief under
          the  bankruptcy  laws of the United  States  of
          America, or any other sovereign nation, has not
          made  nor  is  making  an  assignment  for  the
          benefit  of creditors, initiated nor  been  the
          subject  of any proceeding seeking  to  have  a
          receiver  or trustee appointed to liquidate  or
          manage  its  affairs and none of its properties
          is   subject   to  the  jurisdiction   of   any
          bankruptcy  court  of  the  United  States   of
          America or any receivership proceeding;

       E. No  litigation  is pending or to its  knowledge,
          threatened  which  seeks to  restrain  it  from
          performing  its  obligations hereunder  or  the
          adverse   outcome  of  which  could  materially
          affect  its business or its ability to  perform
          its obligations hereunder;

       F. To   the   best  of  Engineer's  knowledge,   no
          authorization of other action by, and notice to
          or   filing  with,  any  government  agency  or
          regulatory  body  is  required  for   the   due
          execution, delivery and performance by Engineer
          of this Agreement which have not been obtained.
          Engineer shall use reasonable efforts to obtain
          any  other material governmental approval in  a
          timely  manner and to seek that such  approvals
          shall  not  expire without being renewed  in  a
          timely   manner  or  shall  not   be   revoked,
          suspended, held invalid or limited in effect;

       G. It   or  one  of  its  Affiliates,  through  its
          management and personnel, is experienced in the
          performance   of   engineering   services    in
          accordance   with   generally   accepted    and
          currently recognized engineering practices, has
          complied  with the provisions of all applicable
          laws,  and  has  not been and is not  currently
          subject  to any judgment or settlement  of  any
          claim    imposing   liability   on    it    for
          noncompliance  with  law  or  mismanagement  in
          rendered engineering services; and

       H. It  is  familiar  with the terms  of  the  Power
          Purchase  Agreement  and  EPC  Contract   which
          affect or relate to Engineer's rendering design
          services in connection with the  Project.


ARTICLE XXIX -INSURANCE

Before  commencing Services under this  Agreement,
Engineer  shall  procure  and  maintain  insurance
policies for the duration of the Agreement of  the
kind  and  for the limits hereinafter provided  in
this  Article.   Upon Client's  request,  Engineer
shall  submit certificates of insurance certifying
the  issuance  of the pertinent insurance  policy.
The companies issuing the policies and the form of
the  policies  will  be subject  to  the  Client's
acceptance,  but  such  acceptance  shall  not  be
unreasonably  withheld.  The  insurance  coverages
shall be as follows:

       A. Commercial General Liability

          This   insurance   shall  include   contractual
          liability  and  completed operations  coverage.
          Coverage shall be not less than:


       $1,000,000   Per  occurrence for Bodily Injury  and
                    Property Damage combined;

       $1,000,000  Aggregate.

       B. Professional Liability

          This  insurance shall include coverage for errors,
          omission  and  negligent acts, with a  contractual
          liability  provision,  in the  minimum  amount  of
          $1,000,000 per claim,   $10,000,000 aggregate.

       C. Workers' Compensation and Auto Liability

          Workers'  Compensation and Auto Liability coverage
          shall    be    in   accordance   with    statutory
          requirements.



IN WITNESS WHEREOF, the parties have executed this
Agreement.



HARZA ENGINEERING                BHOTE KOSHI POWER COMPANY
COMPANY INTERNATIONAL L.P.       PRIVATE LIMITED



By:                              By:


Harza Engineering Company        (Title)
International L.P.
   a limited liability company
   (the General Partner)


   Witness:                    Witness:


   Date:                       Date:


                                             Attachment 1

                PRICE OF ENGINEERING SERVICES



          Milestone Payments


Milestone                                            Price


1.   Complete the conceptual design of               $80,000
     a flood warning system

2.   Prepare the system design and                  $110,000
     procurement specifications, and
     obtain firm price quotes

3.   Monitor vendor's manufacturing;                $105,000
     equipment delivery to site

4.   Monitor vendor's installation, testing          $55,000
     and operational training for equipment;
     equipment accepted by Client

Total (Excludes Equipment*)                         $350,000**


  *  The equipment cost, its installation, and training  are
not  included  in the Price of  Engineering Services.   Such
additional  costs for equipment supply and  services  to  be
performed  by  others in connection with  the  installation,
testing and training shall be identified by the Engineer and
equipment  vendor, agreed upon between the Client, equipment
vendor and Engineer prior to equipment procurement.

** Includes amounts previously incurred.
                                                Attachment 2



                     SCOPE OF  SERVICES


The  Engineer's  design  services  are  intended  to  be  an
integral part of BKPC's overall and coordinated approach  to
dealing with flood risk management for the Upper Bhote Koshi
Hydroelectric  Project.   The  flood  warning  system   will
include  one  or  more  river water level  sensing  stations
designed  to  detect rapidly rising water  levels.   When  a
potentially  dangerous flood is detected,  the  system  will
sound  an  alarm at the powerhouse and headworks  areas  and
automatically   activate  specific  system  functions.    In
developing  the  conceptual design for the  warning  system,
possible  interconnections with the planned national  system
will be considered.

The Engineer shall perform the services in three phases: (1)
formulate  the  conceptual design of a flood warning  system
and present such design to the Client for discussion, review
and  approval;  (2)  based on the mutually  agreed  concept,
design    a    system,    prepare   equipment    procurement
specifications, including warranty requirements, and  obtain
firm   price   quotes;   and   (3)  monitor   the   vendor's
installation, testing and provision of operational  training
for such equipment.

Approach

During  phase  one, a remote monitoring and  sensing  expert
will review project documents, examine the project site  and
upstream  river  condition  and will  develop  a  conceptual
design of a flood warning system.  Topographic maps, project
documents  and satellite imagery (to the extent that  it  is
available   and   can   be   acquired   for   the    project
investigations)   will  be  reviewed   to   establish   site
conditions, constraints and approximate flood travel  times.
A  visual survey or inspection of the area will be  made  to
establish  preferred  locations for sensors,  the  preferred
communication   media,  and  to  develop   alternatives   to
alleviate politically sensitive problems.  Two options  will
be developed: one assuming no access restriction, and second
assuming  that  access  to China is  prohibited.   For  both
alternatives,  permitting requirements will  be  identified.
Possible interconnection with the panned Nepalese system and
international  donor  funding will be discusses  with  local
Nepalese   agencies  currently  involved  in  GLOF   warning
systems.   Equipment  procurement costs will  be  estimated.
The  conceptual design will be documented in the form  of  a
written   description  including  preliminary  drawings   of
possible  locations of sensors and sketches of the measuring
station configuration. The concept will be submitted to  the
Client  for  review and discussion. A final report  will  be
prepared incorporating comments.

During  phase two, a flood warning system will  be  designed
and  equipment procurement specifications will be developed.
The   specifications  will  include  warranty  and   testing
requirements,    requirements   for    providing    as-built
documentation,   as  well  as  operation   and   maintenance
documentation.  Bids for supply, installation,  testing  and
training will be obtained from equipment vendors. Harza will
evaluate   vendor   submittals.   The   equipment    supply,
installation, testing and training budget will be  finalized
and submitted to the Client for approval.

In the third phase, BKPC will procure the equipment under  a
separate agreement with the selected equipment supplier. The
equipment supplier will also install, field test and provide
training.  To verify compliance with the design, Harza  will
review    manufacturer's   drawings,   design    data    and
specifications prior to equipment manufacturing. Harza  will
witness a factory test of the equipment to verify compliance
with the specifications. Harza will provide surveillance and
monitoring  during  the  installation  and  testing  of  the
equipment. Personnel for operation and maintenance  will  be
provided  by  BKPC. Permits necessary for the implementation
of the system will be acquired by BKPC.


Deliverables

Deliverables are (1) draft and final report entitled  "Flood
Warning  System  Conceptual Design  Report",  (2)  tendering
documents, including specifications and drawings, for use in
obtaining   equipment  supply,  installation,  testing   and
training prices, (3) a recommendation report identifying the
preferred  equipment  supply  contractor,  and  (4)  monthly
reports  on the progress of equipment installation,  supply,
testing and training. Harza will be available to participate
in  telephone meetings with the lenders and/or the  lenders'
engineer.  BKPC will procure equipment and services for  the
installation of and operational training in the use  of  the
equipment. The equipment supplier, in addition to supplying,
installing, and commissioning equipment, and conducting  the
testing  and  training,  will also be  required  to  furnish
operation and maintenance documentation.