EXHIBIT 10.154



            [NEPAL ELECTRICITY AUTHORITY LETTERHEAD]


International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
U.S.A.

DEG-Deutsche Investitions-und
Entwicklungsgesellschaft mbH
Belvederestrasae 40
D-50933Koln
Federal Republic of Germany

Wilmington Trust Company
1100 North Market Street
Rodney Square North
Wilmington, Delaware 19890-001
U.S.A.

                                                 December 9, 1997

RE:  Upper Bhote Koshi Hydroelectric Project

Ladies and Gentlemen:

      Reference  is hereby made to that certain letter  agreement
(the  "Letter") dated May 25, 1997 by and among Nepal Electricity
Authority ("NEA"), International Finance Corporation ("FIC")  and
Wilmington Trust Company, as Trustee and acknowledged and  agreed
to by Bhote Koshi Power Company Private Limited ("BKPC").

      Capitalized  terms  used herein, unless  otherwise  defined
herein, shall have their respective meanings as set forth in  the
Letter.

       Pursuant   to  such  Letter,  NEA,  among  other   things,
acknowledges  and  consents  to the assignment  by  BKPC  of  the
Assigned  Agreement, including, without limitation, the right  to
receive all amounts payable under the Assigned Agreement by  NEA,
to Wilmington Trust Company, as Trustee for the benefit of IFC.

      DEG-Deutsche Investitions-und Entwicklungsgesellschaft  MbH
("DEB")  has  agreed,  pursuant to  that  certain  DEG-Investment
Agreement  to  be  entered into between DEG and  BKPC  (the  "DEG
Investment  Agreement") to make loans in the aggregate  principal
amount of up to Twenty-two million Deutche Marks to BKPC for  the
purpose  of  financing a portion of the costs of construction  of
BKPC's hydroelectric power facility in the Sindhupalchok District
of Nepal (the "Project").

      In  furtherance of the financing of the Project, NEA hereby
agrees as follows:

      1.    DEG  shall  be  deemed  to be  a  "Lender"  providing
financing  to  BKPC in connection with the Project and  shall  be
entitled to all rights and benefits as a Lender under the Letter.
All  references to IFC in the letter shall be deemed  to  include
DEG.

      2.    All references to "financing documents" and "security
documents"  in  the  Letter shall be deemed to  include  the  DEG
Investment  Agreement  and  alal  loan  and  security   documents
executed in connection therewith.

      3.   DEG, on behalf of itself, shall be entitled to deliver
to  NEA any and all notices that IFC, on behalf of itself, may be
entitled  to deliver pursuant to the Letter and NEA to  recognize
and accept any such notices.

      4.    THIS  LETTER  SHALL BE GOVERNED BY AND  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE KINGDOM OF NEPAL WITHOUT  REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAWS.

      5.    NEA  acknowledges  and  agrees  that  the  activities
contemplated by this letter are commercial in nature rather  than
governmental  or  public, and therefore acknowledges  and  agrees
that  the  right  of immunity does not and will  not  arise  with
respect  to  such activities or in any legal action or proceeding
arising  out of or relating to this letter in respect  of  itself
and its properties.

      6.   NEA hereby irrevocably agrees that any suit, action or
proceeding  arising  out of or relating to  this  letter  may  be
instituted  in  the United States of America in  any  Federal  or
State Court sitting in the State of New York, and NEA irrevocably
waives,  to the fullest extent permitted by applicable  law,  any
objection  which it may now or hereafter have to  the  laying  of
this venue or the jurisdiction or the convenience of the forum of
any  such  suit,  action, or proceeding an  dirrevocably  submits
generally  and unconditionally to the jurisdiction  of  any  such
court,  in  any such suit, action, or proceeding.  NEA designates
and  appoints  for  the  term of this letter,  Nepal's  Permanent
Mission to the United Nations, 820 Second Avenue, Suite 202,  New
York,  N.Y.   10017, Telephone (202) 370-4188.  Fax:  (202)  953-
2038 as its authorized agents to accept, receive, and acknowledge
for  and on behalf of it and its property service of any and  all
process which may be served in any suit, action, or proceeding of
the  type  referred  to  above in the State  of  New  York.   NEA
irrevocably agrees that any summons and complaint served  on  its
agent  shall  be in the English language.  Nothing  herein  shall
affect   the  right  of  any  party  hereto  to  commence   legal
proceedings in Nepal or, to the extent permitted by the  laws  of
Nepal, in any other jurisdiction.

      7.    NEA  acknowledges  and agrees that  Wilmington  Trust
Company  will act as the Trustee for the benefit of both IFC  and
DEG.

      8.   NEA confirms the representation and warranties made in
paragraph  11  of this Letter as if made as of the  date  hereof,
which representation and warranties are incorporated by reference
herein,  to and for the benefit of each of the Trustee,  IFC  and
DEG, as if fully set forth herein.

      9.   This letter shall terminate and have no further effect
after  the date on which all amounts payable by BKPC to  IFC  and
DEG  under the lender documents shall have been paid in full, and
the  Trustee  shall have provided notice thereof  to  NEA,  which
notice  the  Trustee  shall provide within  (30)  days  following
payment  in  full of all such amounts to IFC and DEG  under  such
financing documents.

      10.   NEA acknowledges that this letter is for your benefit
and  for  the benefit of your respective transferees,  successors
and  assigns, and any participant in the IFC loans to BKPC,  each
of  which  may  rely on this letter as though addressed  to  such
person on the date hereof.

Very truly yours,

NEPAL ELECTRICITY AUTHORITY



By:  _________________________
Name:  Kirti Chand Thakur
Title:  Managing Director


Accepted:

BHOTE KOSHI POWER COMPANY PRIVATE LIMITED



By:  __________________________
Name:  William C. Nordlund
Title:  Executive Vice President



INTERNATIONAL FINANCE CORPORATION, as Lender


By:  __________________________
Name:  Nabil Moukarbel
Title:  Authorized Signatory


DEG-DEUTSCHE INVESTITIONS-UND ENTWICKLUNGSGESELLSCHAFT mbh


By:  __________________________
Name:  Boif Greenwald
Title:  Authorized Signatory



WILMINGTON TRUST COMPANY, not in its individual capacity but
solely in its capacity as Trustee



By:  __________________________
Name:
Title:  Authorized Signatory

Acknowledge, agreed and the undersigned further represents that
it is not in default under any way material covenant or
obligation under this letter or under the Assigned Agreement and
no such default has occurred prior to the date hereof.


BHOTE KOSHI POWER COMPANY PRIVATE LIMITED



By:  __________________________
Name:  William C. Nordlund
Title:  Executive Vice President