EXHIBIT 10.94.06

                          PERSONNEL SERVICES AGREEMENT


     This Agreement ("Agreement") is entered into and made effective as of
September 11, 1998, by and between Tangshan Panda Heat and Power Co., Ltd.,
Tangshan Pan-Western Heat and Power Co., Ltd., Tangshan Cayman Heat and Power
Co., Ltd., Tangshan Pan-Sino Heat Co., Ltd. (all Chinese joint venture companies
registered in Tangshan City, Hebei Province and hereinafter collectively
referred to as "Owner"), and Jinzhou Power Plant (a Chinese power plant
registered in Jinzhou City, Liaoning Province and hereinafter referred to as
"Contractor").

     WHEREAS, Owner has entered into an agreement with Duke/Fluor Daniel
International Services (hereinafter referred to as "Operator") to provide
operations and maintenance services for the Panda Luannan Heat and Power Plant
("Facility") located in Luannan County, Hebei Province; and

     WHEREAS, Owner and Operator desire to have Contractor provide personnel
services ("Personnel") to the Facility and Contractor desires to provide such
services from Contractor's Jinzhou Power Plant.

     NOW, THEREFORE, in consideration of the foregoing and of the premises
hereinafter contained, Owner and Contractor agree as follows:

ARTICLE 1 - Personnel and Services

1.01 Contractor shall provide Personnel with the Chinese power plant position
titles and experience levels and in the estimated quantities identified in
Exhibit A to work in the Facility under the direction and control of Operator
throughout the term of this Agreement. Within five (5) working days after
execution of this Agreement, subject to Owner approval Operator will provide
Contractor with the required quantities of Personnel to be initially provided
and reserves the right to increase or decrease this number at any time providing
due consideration is given to Contractor.

1.02 Personnel shall each be required to sign a Confidentiality Agreement upon
reporting to work in the Facility and shall abide by the terms stated herein.

1.03 Personnel shall each be required to comply with all Site Rules and Safety
Regulations established in writing by Operator and in accordance with prudent
power plant practices and applicable published Chinese regulations. Personnel
shall report to work suitably dressed for their work assignment with the
exception of special protective clothing and special safety equipment that may
be additionally required and which will be provided by Owner.

1.04 Personnel are responsible for the cost and method of transportation between
their local place of residence and the Facility on their scheduled workdays.
Operator will assist to establish initial workable arrangements.

1.05 Contractor shall remove any Personnel who are not qualified, capable, or
willing to carry out their duties, as determined by Operator, and shall use due
diligence to provide satisfactory replacements. There shall be no Personnel
substitutions with prior Operator approval.

1.06 Within two (2) weeks after execution of this Agreement, Contractor shall
submit a detailed staffing and mobilization schedule to Operator, for Personnel
identified in Exhibit A, which supports the training, startup, testing and

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commissioning schedule of the Facility's EPC Contractor and which meets with
Owner approval. Operator reserves the right to make changes to the staffing and
mobilization schedule in accordance with changes in the Facility construction
schedule.

1.07 Contractor shall furnish Personnel to participate in the training, startup,
testing and commissioning activities of the Facility under the administration of
Operator and the direction, and supervision of the Facility EPC Contractor.

1.08 Upon the completion of Facility construction activities, Personnel shall
participate in the operation and maintenance of the Facility, which is intended
to be a continuous operation, in accordance with prudent power plant practices
as required by Operator.

1.09 Contractor shall submit resumes of proposed Personnel to Operator and,
within two (2) weeks of execution of this Agreement, arrange for all Personnel
interviews necessary to fill the required quantities of the positions identified
in Exhibit A to the Operator's satisfaction. The interviews shall be private
with an interpreter provided by Contractor, shall be conducted on the
Contractor's premises, and shall be at no cost to the Owner for any Contractor
expenses incurred.

1.10 Personnel shall complete timesheets and other reports as directed by
Operator.

1.11 Operator shall schedule and coordinate Personnel with the work of others at
the Facility per the requirements of this Agreement, and shall take all steps
necessary to assure that the work of others and the work of Personnel do not
create any interferences.

1.12 Contractor shall offer spare parts and equipment support to Personnel
during Facility operating emergencies on a best effort basis upon request by
Operator. Critical new or rebuilt spare parts and equipment that can be used in
the Facility, can be made available for the limited time dictated by Contractor,
and are desired for use by Operator will be replaced or returned in a condition
no less than received. Owner shall ensure that Contractor is made whole on all
costs governing the transaction and Owner shall pay Contractor an additional 10%
of the total repair or replacement costs as a profit.

1.13 Contractor shall offer additional temporary qualified maintenance and
operating personnel during Facility maintenance or repair outages on a best
effort basis upon request by Operator. These supplementary temporary support
personnel shall be invoiced per the all-inclusive hourly billing rates
identified in Exhibit A. Operator understands that the number of people
requested and the length of time they are needed must be considered by
Contractor prior to any agreement to supply such temporary personnel.

ARTICLE 2 - Compensation

2.01 As compensation for the performance of services, Owner shall pay Contractor
for all Personnel hours worked at the appropriate straight time or overtime
hourly rates specified for each position identified in Exhibit A and based on
Operator approved timesheets.

2.02 Full compensation to Contractor for full and complete performance by
Personnel assigned under the terms of this Agreement shall be determined in

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accordance with the hourly billing rates for time worked as provided in Exhibit
A. These rates are inclusive of all costs including appropriate work apparel
including boots, vacation, home leaves, statutory holidays, travel, sick pay,
other leave with pay, social insurance, individual income taxes, other taxes and
insurances measured by payroll, established Personnel benefits such as pension,
health and life insurances, bonus programs, Contractor overhead and profit and
any cost of government regulations.

2.03 The rates specified in Exhibit A shall not be changed due to changes
(increases/decreases) in the quantity of Personnel supplied.

2.04 The rates specified in Exhibit A shall not be increased by Contractor
unless Contractor can adequately demonstrate to the satisfaction of Operator and
Owner the necessity for any such proposed increase. This demonstration must be
based on accepted government indexes used to set or guide individual
compensation increases, increased taxes or fees or any new taxes or fees imposed
by government authorities. Owner shall not unreasonably reject any rate increase
proposals that are sufficiently justified. Owner approved rate increases shall
only occur on the first and second anniversary date of the execution of this
Agreement.

2.05 Owner shall provide dormitory housing at the Facility for a flat cost to
Contractor of 150RMB per person per month which includes basic room furnishings
such as beds, bedding, tables, chairs, electricity and lighting, includes basic
maid service for bedding, and which is based on three (3) people per room.
Public area restroom, eating and shower facilities shall also be provided.

2.06 Owner shall provide one (1) free hot meal in the Facility cafeteria during
each scheduled workday, and shall provide additional meal service for a nominal
extra cost.

2.07 Owner and Operator shall assist in arranging suitable temporary housing,
meal service and related transportation as necessary during the Facility
construction period at no cost to the Owner.

2.08 Contractor shall define and provide any Personnel home leave and holiday
requirements to Operator only for planning and scheduling purposes. Personnel
holiday and leave time shall be included in the Exhibit A hourly billing rates
for time worked and shall not be invoiced to the Owner.

2.09 Contractor shall be responsible for all Personnel transportation from the
point of hire to the Facility, the cost of which shall be included in the
Exhibit A hourly billing rates.

ARTICLE 3 - Invoicing and Payment

3.01 Contractor shall submit invoices to Owner on a monthly basis, in a form
satisfactory to Owner, and with sufficient documentation and detail for Operator
to easily verify the invoiced amount. Invoices shall be paid by Owner within
thirty (30) days of receipt. All invoices and payments shall be in Chinese RMB.

ARTICLE 4 - Insurance and Indemnity

4.01 During the term of this Agreement, Contractor shall effect and maintain
Workers' Compensation insurance (or other similar or equivalent social
insurance) written in accordance with the governing insurance laws of the

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People's Republic of China. The cost of this insurance shall be included in the
Exhibit A hourly billing rates.

4.02 During the term of this Agreement, Contractor shall effect and maintain
General Liability and Employer's Liability insurance in amounts sufficient to
protect itself from Personnel claims for damages because of bodily injury
including sickness, disease, or death of Personnel assigned to the Facility; to
protect itself from third party liability claims for damages because of personal
injury, including death to any person, or destruction of tangible property; and
to protect itself from claims arising out of the performance of services under
this Agreement caused by errors, omissions, or negligent acts for which
Contractor or its Personnel are legally liable. The cost of this insurance shall
be included in the Exhibit A hourly billing rates.

4.03 Contractor shall furnish Owner with evidence of the required Workers'
Compensation, General Liability and Employer's Liability insurance coverage in
the form of insurance certificates which shall represent that the policies may
not be cancelled or changed without thirty (30) days prior written notice to
Owner. All policies shall name Owner, Operator and any Facility Lenders as
additional insured; shall waive all rights of subrogation against Owner,
Operator and any Facility Lenders; and shall be primary without right of
contribution of any other insurance carried by or on behalf of Owner, Operator
and any Facility Lenders.

4.04 Contractor is solely responsible for the cost and coverage of all other
Personnel insurance required by applicable Chinese regulations.

4.05 Contractor shall provide Operator a copy of all reports or claims made to
government agencies or insurance companies relating to any Personnel jobsite
injuries.

4.06 Contractor shall indemnify, defend, and hold harmless the Owner and
Operator from and against any and all claims, suites, actions, judgments,
demands, losses, costs, expenses, damages and liability caused by, resulting
from, or arising out of the negligent acts, errors, or omissions of Contractor,
its officers, employees, Personnel, agents, or representatives in the
performance of services under this Agreement. Contractor shall not be liable for
any indirect or consequential damages, including, but not limited to, loss of
estimated profits, loss of use, loss of revenue, cost of capital, loss of good
will, or similar damages arising out of its performance of services hereunder.

ARTICLE 5 - Term and Termination

5.01 Services specified in this Agreement shall commence at such time as
Personnel report for work at the Facility or other assignment location
designated by Operator and the term of this Agreement shall be three (3) years
from the effective date first written above.

5.02 This Agreement may be terminated by Owner upon the thirty (30) days written
notice to Contractor or by Contractor for good cause upon ninety (90) days
written notice to Owner.

5.03 The term of this Agreement may be extended under essentially the same terms
and conditions upon mutual agreement between Owner and Contractor with
consideration given to Operator. Exhibit A shall be renegotiated and agreed upon
by Owner and Contractor prior to the expiration of this Agreement.

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ARTICLE 6 - Governing Law

6.01 This Agreement will be governed by the laws of the People's Republic of
China and all Contractor services provided shall be in compliance with all
applicable laws, permits, approvals, ordinances, rules, regulations and orders
that pertain.

6.02 Contractor shall furnish Owner a copy of any licenses, permissions, or
other documentation deemed necessary to properly carry out this Agreement in the
Province here the agreed upon services shall be performed.

6.03 Contractor shall get approvals from the Provincial Labor Bureau and shall
register with the Luannan County Labor Bureau as required to provide Personnel
under the terms of this Agreement, and at no cost to the Owner.

ARTICLE 7 - Dispute Resolution

7.01 Any dispute arising out of or relating to an interpretation or the
implementation of this Agreement shall be resolved through friendly
consultations if at all possible.

7.02 If a dispute can not be resolved through friendly consultations within
sixty (60) days after the data on which one party has served written notice to
the other party for the commencement of consultations, then either party may
refer the dispute to arbitration.

7.03 Arbitration shall be conducted in Beijing, China in accordance with the
Rules of the China International Economics and Trade Arbitration Commission, and
the arbitrators may refer to both the English and Chinese texts of this
Agreement, all proceedings shall be conducted in English, and there shall be
three (3) arbitrators. Owner and Contractors shall each select one (1)
arbitrator. The third arbitrator shall be appointed by the Chairman of the
Arbitration Commission.

7.04 Any arbitration award shall be final and binding and Owner and Contractor
agree to be bound hereby and to act accordingly. The costs of arbitrators shall
be borne by the losing party, unless otherwise determined by the arbitration
award.

7.05 If any dispute occurs and when any dispute is under arbitration, except for
the matters under dispute, Owner and Contractor shall continue to exercise their
remaining respective rights and fulfill their remaining respective obligations
under this Agreement.

ARTICLE 8 - Taxes

8.01 Contractor shall accept exclusive liability for and pay all assessments,
taxes, excises, impositions, licenses, duties and fees (including interest or
penalties if any) levied, assessed, or imposed upon or on account of the
execution o the work under this Agreement. The Owner has no obligation to pay
any taxes associated with the monthly invoice payments under this Agreement.

ARTICLE 9 - Language

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9.01 The English language version of this Agreement shall be the authentic
version and shall prevail in case of conflict with any translation. Chinese
translations of this Agreement will be used for reference only.

ARTICLE 10 - Entire Agreement

10.01 Owner and Contractor agree to look solely to each other with respect to
the performance of this Agreement and the Personnel to be provided hereunder.
This Agreement and each and every provision hereof is for the exclusive benefit
of Owner, Contractor and Operator, and not for the benefit of any other third
parties.

10.02 This Agreement, including Exhibit A, sets forth the full and complete
understanding of Owner and Contractor as of the date first written above and
supercedes any and all agreements and representations made or dated prior
thereto. Terms and conditions contained in other documents issued by Contractor
shall be of no force or effect and shall not be deemed to supplement, delete,
modify or interpret any of the provisions of this Agreement.

10.03 This Agreement shall be executed by duly authorized Owner and Contractor
representatives. Modifications or amendments to this Agreement must be in
writing and also executed by duly authorized Owner and Contractor
representatives.

10.04 All Contractor and Operator communications necessary to properly conduct
business under this Agreement shall be directed to Contractor's Project Manager
and Operator's Plant Manager respectively. All Contractor and Owner formal
notices necessary per the requirements specified in this Agreement shall be
issued to the corresponding representative whose name appears below as executing
this Agreement unless otherwise specified by either party in writing.



     IN WITNESS WHEREOF, Owner and Contractor hereto have executed this
Agreement as of the date first written above.

Tangshan Panda Heat and Power Co., Ltd.      Jinzhou Power Plant

By: __________________________            By: __________________
/s/                                       /s/
Title: General Manager                    Title: Deputy President

Tangshan Pan-Western Heat and Power Co., Ltd.

By: __________________________
/s/
Title: General Manager

Tangshan Cayman Heat and Power Co., Ltd.

By: __________________________
/s/
Title: General Manager

Tangshan Pan-Sino Heat Co., Ltd.

By: ___________________________

<PAGE>
/s/
Title: General Manager

                                    EXHIBIT A
                                    11-Sep-98

<TABLE>
<CAPTION>
POSITION TITLE - POSITION LEVEL                      ESTIMATED QUANTITY CONTRACT HOURLY BILLING RATES
                                    RANGE
                                   OVERTIME      STRAIGHT TIME    OVERTIME    DOUBLE TIME    TRIPLE TIME
                                  PROPOSAL BY      BASE UNIT                   OVERTIME        OVERTIME
DESCRIPTION                       CONTRACTOR         RATE           @1.5          @2             @3
--------------------------------  -----------    -------------    --------    -----------    -----------
<S>                                   <C>           <C>            <C>            <C>            <C>
Admin-Sec - Middle .............      1             18.54          19.90          26.54          39.81
Admin-Clerical - Middle ........                    18.54          19.90          26.54          39.81
Plan-Salary Mgt - Senior .......                    23.62          29.15          38.86          58.29
Plan-Senior Mat'l/
    Equip. Mgt - Senior ........      1             23.62          29.15          38.86          58.29
Plan-Mat'l/Equp Mgt - Middle ...      2             20.67          25.29          33.72          50.58
Plan-Proc. Agent - Senior ......                    23.62          29.15          38.88          58.29
O&M Mgt. Sfty Sup - Senior .....      1             26.57          33.00          44.00          66.00
Finance-Accountant - Middle ....                    23.62          29.15          38.88          58.29
Fuel Mgt.-Lab Tech - Middle ....      1             22.44          27.60          36.80          55.20
Op. Engineer in Charge - Senior       4             28.35          35.31          47.08          70.62
Op. Shift Chief Op - Senior ....      4             28.35          35.31          47.08          70.62
Op. Deputy Shift Chief - Senior       4             28.57          33.00          44.00          66.00
Op. Chief Stoker - Senior ......      8             24.80          30.89          40.92          61.38
Op. Steam Turb. Man - Senior ...      8             24.80          30.89          40.92          61.38

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Op. Ele. Chief - Chief .........      8             24.80          30.89          40.92          61.38
Op. Grid Ctrl Chief - Chief ....      4             24.80          30.89          40.92          61.38
Op. Deputy Chief Stoker - Senior     12             23.67          29.21          38.94          58.41
Op. Deputy ST Man - Senior .....     12             23.67          29.21          38.94          58.41
Chf Op Wtr Trtmnt - Chief ......      4             22.44          27.60          36.80          55.20
Op. Lab Chief - Chief ..........      4             22.44          27.60          36.80          55.20
Chief Op Water Source - Chief ..      4             19.49          23.74          31.66          47.49
Op Water Source - Middle .......      2             19.49          23.74          31.66          47.49
Operator Ash Handl - Middle ....      8             19.49          23.74          31.66          47.49
Operator Heat Supply - Middle ..      4             19.49          23.74          31.66          47.49
Operator Wtr Trtmnt - Middle ...      4             19.49          23.74          31.66          47.49
Maint. Engineer in Chg - Senior       5             26.57          33.00          44.00          66.00
Maint. Steam Turb - Senior .....      4             23.62          29.15          38.88          58.29
Maint Boiler - Senior ..........      4             23.62          29.15          38.88          58.29
Maint. Electrical - Senior .....      5             23.62          29.15          38.88          58.29
Maint. I & C Chief - Chief .....      2             23.62          29.15          38.88          58.29
Maint. Water Trtmnt - Middle ...      2             23.62          29.15          38.88          58.29
Maint. Welder - Middle .........      2             23.62          29.15          38.88          58.29
Maint. Crane Operator - Senior .      2             23.62          29.15          38.88          58.29
Maint. Coal Handler - Senior ...      2             20.67          28.29          37.72          56.58
Maint. Boiler - Middle .........                    22.44          27.60          36.80          55.20
Maint. I & C - Senior ..........      6             22.44          27.60          36.80          55.20
Coal Handl. Engr in Chg - Senior      1             23.62          29.15          38.66          58.29
Coal Handl Op Blt/Cshr - Senior       1             20.67          28.29          37.72          56.58
Coal Hndl Coal Unidng - Senior .      1             20.67          28.29          37.72          56.58
Coal Handl. Bulldozer - Senior .      1             20.67          28.29          37.72          56.58
        Total Estimated ........                                                 135            106
</TABLE>