EXHIBIT NO. 10.158
                          Mortgage Deed


This  Mortgage  Deed (the "Mortgage Deed") is made between  Bhote
Koshi  Power  Company Private Limited, a private limited  company
duly  registered under the Companies Act, 2021, (1964)  with  His
Majesty's Government of Nepal (HMG/Nepal), Office of the  Company
Registrar (private Limited Company Registration No. 5066/052-053)
having  its  corporate  office at Kathmandu  District,  Kathmandu
Metropolitan,   Ward   no.   14.   Tahachal,   Kathmandu,   Nepal
(hereinafter  referred to as the "Borrower") duly represented  by
its  authorized  Project Manager Mr. Robert L.  Ransom,  Deutsche
Investitions-und   Entwicklungsgesellschaft   mbH   having    its
registered   office   at  Belvederestrasse   40   D-50933,   Kolu
(Mungersdorf)   Federal   Republic   of   Germany   ("DEG")   and
International Finance Corporation having its registered office at
2121 Pennsylvania Avenue, N.W. Washington, D.C. U.S.A. ("IFC" and
together  with DEG, the "Lenders") duly represented  by  advocate
Mr.  Bharat Raj Upreti, Senior Partner of Pioneer Law Associates,
Kathmandu, Nepal.

Whereas,  the Borrower having obtained a license from  HMG/Nepal,
Ministry of Water Resources for the construction of a run of  the
river  hydroelectric  power  facility  with  a  capacity  of   36
megawatts  (nominal) (hereinafter referred to as  the  "Project")
has  requested  IFC for loans in the amount of US  $57,000,000.00
(the  IFC "Loans") (for the purpose of the registration  of  this
deed,  equivalent  to  NRS.  3,62,52,00.000/-  according  to  the
prevailing  exchange rate of this day) and DEG for Loans  in  the
amount  of  Deutsch Marks 21,000,000 (the "DEG  Loan")  (for  the
purpose  of  the  registration of this deed,  equivalent  to  NRS
75,26,40,000/- according to the prevailing exchange rate of  this
day)  (the  IFC  Loans  and  DEG  Loan  hereinafter  collectively
referred to as the "Loans")for the purpose of financing a portion
of the cost of the Project.

In  consideration of the aforesaid requirements of the  Borrower,
IFC   and  the  Borrower  have  entered  into  that  certain  IFC
Investment Agreement dated 12 December, 1997 (the "IFC Investment
Agreement")  and  DEG  and the Borrower have  entered  into  that
certain  DEG  Investment Agreement dated 12 December,  1997  (the
"DEG  Investment Agreement," and together with the IFC Investment
Agreement, the "Investment Agreements"). Subject to the terms and
conditions  stipulated in the Investment Agreements and  in  this
Mortgage Deed and other documents forming part of it, the Lenders
have agreed to lend and advance to the Borrower the Loans in  the
amount of US $57,000,000.00 and DM 21,000,000_ which includes the
IFC  loan of Class A Loan of US $21,000,000, and the IFC Class  B
loan  of  US $36,000,000 and the DEG loan of DM 21,000,000.   The
Borrower agrees to receive the disbursement of the Loans  in  the
manner prescribed in the Investment Agreements and the Trust  and
Retention Agreement (as defined in the Investment Agreements).

The  Loans  shall  be  repaid  in  22  (twenty-two)  installments
commencing  on March 15, 2001 and thereafter payable annually  on
each  March 15 and September 15.  The Loans shall be fully repaid
by  March 15, 2011.  The repayment schedule of the Loans shall be
as  prescribed  in  the  Investment  Agreements.   The  rates  of
interest on the Loans (which includes the Class A Loan, the Class
B  Loan  and  the DEG Loan) shall be as determined in the  manner
prescribed in the Investment Agreements.

As  security  for the aforesaid Loans, and all other  Obligations
(as  such  term is defined in the Investment Agreements)  of  the
Borrower, by virtue of this Mortgage Deed, mortgages the plots of
land  registered  in its name at Sindhupalchowk District,  Nepal,
the  details  and  plot Nos. of which are set forth  in  Annex  A
hereto,   along   with  any  construction   made   thereof,   and
hypothecates  and  assigns  its  rights  in  the  entire  Project
inclusive  of  all  present and future fixed and  current  assets
either  procured from its own resources or from  the  above  said
Loans or other investments in favor of the Lenders who shall have
a first charge (right) over the security.  The Lenders shall have
a  first charge over the said mortgaged land, buildings and other
fixed and current assets of the Borrower.

The  Borrower hereby agrees to repay to the Lenders the principal
amount   of  the  Loans,  interest  accrued  thereon,  additional
interest,  penalty interest and other fees, prepayment  fees  and
charges and all other Obligations of the Borrower at the rate and
in  the manner as laid down in the Investment Agreements and  the
other  related agreements.  The Borrower further agrees to comply
with  the  terms  and  conditions stipulated  in  the  Investment
Agreements  and  this Mortgage Deed and other  documents  forming
part  of  it,  and  agrees  that  the  Lenders  may  realize  the
outstanding  Loan  amounts together with interest  ,  other  dues
payable  and  all other Obligations of the Borrower  as  per  the
terms  of the Investment Agreements by disposing of or otherwise,
all  or  any  part  of the mortgaged, hypothecated  and  assigned
movable  and  immovable properties and assets  by  following  the
procedures stipulated in the Investment Agreements, this Mortgage
Deed  and  the  Security Documents (as defined in the  Investment
Agreements)  upon  failure  of the Borrower  to  repay  the  said
principal  amount, interest, other dues and all other Obligations
of  the  Borrower or upon the breach of the terms and  conditions
stipulated in the Investment Agreements, this Mortgage  Deed  and
other  agreements forming a part of it which constitutes an event
of default under the said agreements and documents.

And  in  case  the  proceeds so realized from  the  sale  of  the
mortgaged  assets are less than the amounts due to  each  of  the
Lenders under the Investment Agreements, each of the Lenders  may
also  realize such shortfall amount out of the other current  and
fixed assets of the Borrower, if any.

In  accordance  with the terms and conditions  mentioned  in  the
Investment Agreements, this Mortgage Deed and the other documents
forming part of it, the Borrower has executed this Mortgage  Deed
in  favor of the Lenders in the presence of the witnesses  stated
herein.   The  Borrower further undertakes to  register  and  get
registered  this  Mortgage  Deed,  within  the  time   limit   as
prescribed by law.  The Borrower hereby further agrees  to  abide
by  or cause to be abided by the following terms, in addition  to
the  terms  set  forth in the documents forming a  part  of  this
Mortgage Deed and in the Investment Agreements.

1.   Security:

     1.1  The  Borrower mortgages, hypothecates and  assigns  all
          its present and future assets (except the Nepal Holding
          Account  and the other Excluded Assets, as  defined  in
          the  Investment  Agreements) either procured  from  the
          Loans  or  from  its own resources inclusive  of  land,
          buildings, sheds, machines, equipment etc. as mentioned
          below,  and  all  its accounts receivable  and  current
          accounts  in favor of the Lenders as security  for  the
          said  Loans  and all other obligations of the  Borrower
          according  to the Investment Agreements, this  Mortgage
          Deed and the other documents forming a part hereof.

     1.2  The Borrower covenants and represents that the Borrower
          is   the  sole  owner  of  all  the  assets  mortgaged,
          hypothecated and assigned under this Mortgage Deed  and
          the  same  has  not  been  bequeathed,  transferred  or
          released  on lease or rent to any other person  in  any
          manner  and  such assets are free from any encumbrances
          other   than  Permitted  Liens  (as  defined   in   the
          Investment Agreements).

     1.3  The Borrower will not sell or dispose of or transfer in
          any   manner  the  title  over  the  assets  mortgaged,
          hypothecated and assigned under this Mortgage  Deed  or
          other  assets  belonging  to the  Borrower,  except  in
          accordance   with   the  Investment  Agreements,   this
          Mortgage Deed and the other documents forming a part of
          it.

     1.4  Grant of the Mortgage of Immovable Assets:

          The  detail of the land and buildings mortgaged by  the
          Borrower in favor of the Lenders is given in Annex A to
          this Mortgage Deed.  In case the Borrower acquires  the
          ownership  of  any  additional land  and  buildings  by
          purchase  or  otherwise,  the  Borrower  shall,  by   a
          separate Mortgage Deed, execute fresh mortgage  of  the
          said  additional plots of land within 35 days from  the
          date of the registration of ownership of such land  and
          buildings in the name of the Borrower, in favor of  the
          Lenders,  by preparing a separate document of the  said
          additional, land and buildings.  Any mortgage  deed  so
          executed and registered in regard to such land to which
          the  right is acquired on private basis shall  form  an
          integral part of this Mortgage Deed.

     1.5  Pledge of Movable Assets:

          As  security for the performance of all the Obligations
          (as  defined in the Investment Agreements) and for  the
          payment  of the amounts payable to the Lenders  and  in
          order  to  induce the Lenders to make  the  Loans,  the
          Borrower  hereby mortgages and pledges to the  Lenders.
          the  following right, title and ownership interest  in,
          to   and  under  the  following  (all  of  which  being
          hereinafter collectively called the "Collateral"),  and
          assigns  and  transfers entitlement to the said  right,
          title, interest, ownership and benefits, in the name of
          the  Lenders,  in  addition  to  the  mortgage  of  the
          immovable property and assets as described herein  (but
          excluding Excluded Assets, as defined in the Investment
          Agreements).

          (1)  The  assigned contracts listed in Annex  B  hereto
               (the  "Assigned  Contracts"),  including  but  not
               limited  to  (a)  all rights of  the  Borrower  to
               receive moneys due and to become due thereunder or
               pursuant  thereto, (b) all rights of the  Borrower
               to  receive  proceeds of any insurance, indemnity,
               warranty,   letter   of   credit,   surety   bond,
               performance   bond  or  guarantee   with   respect
               thereto,  (c)  all claims which the  Borrower  may
               make  for  compensation  for  breach  thereof   or
               default  thereunder,  and (d)  the  right  of  the
               Borrower   to  terminate,  amend,  supplement   or
               otherwise modify any such agreement;

          (2)  All bank accounts of the Borrower;

          (3)  All accounts receivable of the Borrower;

          (4)  All  equipments, materials, structures, machinery,
               fixtures,  accessories  and  furnishings  of   the
               Borrower  including, but not limited to, turbines,
               generators,  transformers, switchgears,  breakers,
               transmission  lines, runners, protective  devices,
               safety  equipment, metering equipment spare-parts,
               tools,   vehicles,   control   and   communication
               equipment and office materials and equipments;

          (5)  All  supplies  and  new materials,  fuel,  stores,
               spare parts and other consumables;

          (6)  All  inventory along with the details  of  movable
               property;

          (7)  All   general   intangibles,   such   as   leases,
               proprietary  rights,  goodwill  rights,  licenses,
               rights, records;

          (8)  All  present  or future rights and claims  of  the
               Borrower under any indemnity, warranty or guaranty
               provided  for  or arising out of or in  connection
               with any construction contract or otherwise or any
               equipment,  and any performance bonds, letters  of
               credit   or   other  support  delivered   by   any
               construction  contractor or  any  other  equipment
               supplier or contractor to the Borrower;

          (9)  All  governmental  permits,  approvals,  licenses,
               authorizations, consents or clearances  issued  to
               the Borrower;

          (10) Any  and all cash, investments and securities from
               time  to  time  on  deposit (including  income  or
               profit  earned  therefrom) in the accounts  (other
               than  Excluded  Assets) of  the  Borrower  created
               pursuant  to the Trust and Retention Agreement  or
               the  Nepal  Agency  and  Retention  Agreement  (as
               defined in the Investment Agreements);

          (11) Any  and  all  other  letters of  credit,  drafts,
               acceptances, contract rights, accounts receivable,
               documents, deposit accounts, instruments,  chattel
               paper, rights, interests, general intangibles  and
               assets owned by the Borrower on the date hereof or
               hereafter existing or acquired, including, but not
               limited  to,  designs,  plans  and  specifications
               relating to the Project; and

          (12) To  the  extent  not  otherwise  included  in  the
               foregoing,  all  rights, interests,  proceeds  and
               products generated (including, but not limited to,
               power  generated by operation of the  Project)  by
               all of the foregoing Collateral.

2.    The  Lenders shall have the right to appoint an agent  (the
"Agent") from time to time to represent the Lenders in Nepal  who
shall  be  entitled  to exercise all or some of  the  rights  and
authorities of the Lenders granted to them by the Borrower  under
the  Investment  Agreements, this Mortgage  Deed  and  the  other
documents  forming  part  of  it.  The  Borrower  shall  have  no
objection  to the Agent taking any action against it for  and  on
behalf of the Lenders or exercising its authority subject to  the
terms and conditions stipulated in the Investment Agreements, the
Mortgage  Deed  and  other documents forming  part  of  it.   The
Borrower  agrees to execute all such documents and do such  other
things as the Agent may reasonably require in order to enable the
Agent to take any such action or to exercise any such authority.

3.   The Lenders' Rights:

     3.1  In  the  event of the occurrence of an event of default
          and  for  so  long  as  such  event  of  default  shall
          continue, the Lenders may treat the Loans and all other
          Obligations  of  the Borrower to be  defaulted  or  the
          terms  and  conditions  of  the  Investment  Agreements
          relating  to  the  Loans violated, in  which  case  the
          Lenders  may  initiate any one or all of  the  remedies
          available  to  the Lenders (or the Agent)  against  the
          assets  mortgaged under this Mortgage  Deed,  including
          any one or all of the following actions:

          (a)  Terminate or suspend its promise or commitments;

          (b)  Demand prepayment of the Loans in accordance  with
               the Investment Agreements;

          (c)  Deliver  a  Notice of Default (as defined  in  the
               Investment Agreements);

          (d)  Accelerate the maturity of the Loans;

          (e)  Direct  the  Agent  in  writing  to  foreclose  or
               exercise other rights or remedies relating to  the
               collateral,  including, but not  limited  to,  the
               sale  or  disposition of all or any  part  of  the
               security  including,  but  not  limited  to,   all
               movable and immovable assets of the Borrower;

          (f)  Deliver a notice to the Agent that with respect to
               the Investment Agreements, an event of default has
               been cured or waived;

          (g)  Take possession of the Project and appoint one  or
               more   operators  to  complete  construction   and
               operate the Project to the benefit of the Lenders.

     3.2  The  Lenders may realize the outstanding amount of  the
          Loans  and  other  outstanding  Obligations  from   the
          Borrower  by the foreclosure or sale of the  mortgaged,
          hypothecated  or  assigned assets or by  collection  of
          accounts receivable and out of any other assets  (other
          than Excluded Assets) belonging to the Borrower whether
          or  not  mortgaged or hypothecated or assigned  by  the
          Borrower  or any other properties owned by the Borrower
          without  recourse to court proceedings.   The  Borrower
          has  vested the Lenders with all the rights, power  and
          authorities  as  available to  commercial  banks  under
          section 47A of the Commercial Bank Act, 2031, (1974) of
          Nepal   in   the  matter  of  foreclosure,   sale   and
          disposition of securities, land, buildings,  all  types
          of  movable  and  current  and fixed  assets,  assigned
          rights,  and accounts receivable, mortgaged and charged
          by  the  Borrower  in favor of the Lenders  under  this
          Mortgage  Deed.  The Borrower shall not  object  to  or
          interfere with the Lenders or their Agent in any manner
          in  exercising  said  right or power  or  authority  in
          accordance  with  this Mortgage Deed and  the  Security
          Documents.

     3.3  The  proceeds of the sale of any collateral  including,
          but  not  limited to, immovable assets of the  Borrower
          mortgaged under this Mortgage Deed or any other  assets
          realized  by  the Lenders or their Agent by  exercising
          the  rights under this Mortgage Deed and the  documents
          forming  part  of it shall be applied in the  following
          order:

          First:  Payment of all fees, remunerations and expenses
          of  the  Agent or other agents appointed by the Lenders
          under the Investment Agreements, this Mortgage Deed and
          the  documents forming a part of it to the  extent  not
          reimbursed by the Borrower.

          Second:    Repayment  of  interest   accrued   on   the
          outstanding   Loans   and   Obligations   (other   than
          prepayment  fees  or  penalties  with  respect  to  the
          Loans).

          Third:  Repayment of all other amounts due (other  than
          prepayment  fees  or  penalties  with  respect  to  the
          Loans).

          Fourth:  Payment of prepayment fees or penalties  owing
          to the Lenders.

          Fifth:   Payment  of  any  remaining  balance  to   the
          Borrower or as the Borrower may direct in writing.

     3.4  Without prejudice to any other remedy available to  the
          Lenders  in the event of the occurrence of an event  of
          default, the Lenders shall have the right to take  into
          possession the whole or the part of the Project and  to
          complete construction thereof or operate it through one
          or more operators appointed by the Lenders or the Agent
          for and on behalf of the Lenders.

4.   The expenses to be incurred during the proceedings initiated
     by  the Lenders in the events mentioned above shall be borne
     by the Borrower.

5.   The Borrower shall neither change its nature of business  or
     operate  any  subsidiary company or amalgamate  itself  into
     another  company nor permit the transfer of shares  held  by
     its  shareholders,  unless permitted  under  the  Investment
     Agreements and other documents forming part of this Mortgage
     Deed;  provided  however, that this  restriction  shall  not
     apply  to the transferal of shares to the Lenders  or  to  a
     person designated by the Lenders.

6.   The borrower agrees that the Lenders may, in connection with
     a  transfer of an interest in the Loans, transfer,  mortgage
     or  sell  this  Mortgage Deed to any  other  corporation  or
     financial institution.

7.   The  Loans and obligations referred to in this Mortgage Deed
     shall  not  be construed as unsecured on the ground  of  the
     Lenders failing to initiate action on default of payment  of
     the  Loans  or  breach of any terms and conditions  of  this
     Mortgage Deed and the Investment Agreements or the documents
     forming part of this Mortgage Deed.

8.   The  Borrower  agrees that it shall not  be  free  from  the
     liability  of  repaying the principal and  interest  on  the
     grounds  of  foreclosure  or  sale  or  disposition  of  the
     properties  mortgaged, hypothecated or assigned  or  on  the
     grounds  of assignment of the Loans to any other  person  by
     the Lenders.

9.   Integral Parts of this Deed:

     The  following documents shall form integral parts  of  this
     Mortgage Deed.

     9.1  The  IFC Investment Agreement concluded on 12 December,
          1997) between IFC and the Borrower.

     9.2  The  Nepal Agency and Retention Agreement concluded  on
          12  December,  1997 among Nepal Gridlays Bank  Limited,
          IFC, DEG, the Borrower and the Wilmington Trust Company
          (Trustee).

     9.3  The  Security and Assignment Agreement concluded on  12
          December,  1997  among  the  Borrower,  IFC,  DEG   and
          Wilmington Trust Company (Trustee).

     9.4  The  Trust  and  Retention Agreement  concluded  on  12
          December,  1997 among the Borrower, IFC,  DEG  and  the
          Wilmington Trust Company (Trustee).

     9.5  Reinsurance  Assignment  Agreement  concluded   on   12
          December,  1997  among the borrower,  Wilmington  Trust
          Company   (Trustee)  and  National  Life  and   General
          Insurance Company Ltd.

     9.6  The Investment Agreement concluded on 12 December, 1997
          between DEG and the Borrower.

     9.7  The  Intercreditor Agreement concluded on 12  December,
          1997) between IFC and DEG.

     The details of land mortgaged are as follows:




                                                      Annex - "A"

                        SCHEDULE 3.1 (e)

                        TITLE TO THE SITE


Details of Land owned by Bhote Koshi Power Company Pvt. Ltd.

Location of Land:

Zone:  Bagmati, District:  Sindhupalchowk, V.D.C.: Phulphingkatti


<TABLE>
<CAPTION>

                                                        Date  of issue of  Land
                                                         Ownership Certificate
                                                        ----------------------
Land Ownership               Ward    Plot      Area                   Gregorian
Certificate      S. No.       No.     No.     Ropani    Nepali Date      Date
       <C>          <C>         <C>   <C>    <C>         <C>         <C>
       1             1          1     411     2-3-2-1    2053-6-11   1996-09-27
       "             2          1     413    1-14-3-1    2053-6-11   1996-09-27
       "             3          1     499     4-1-1-0    2053-6-11   1996-09-27
       "             4          1     500    20-0-0-0    2053-6-11   1996-09-27
       "             5          1     462     3-9-1-1    2053-6-28   1996-10-14
       "             6          1     465     0-5-0-3    2053-6-28   1996-10-14
       "             7          1     433     1-5-1-0    2053-9-04   1997-12-19
       "             8          2     217     1-9-3-1    2053-10-17  1997-01-30
       "             9          2     215     3-5-1-3    2053-10-17  1997-01-30
       "            10          2      11    12-8-2-2    2053-10-17  1997-01-30
       "            11          2       4     7-7-0-3    2053-10-17  1996-09-27
       "            12          2      13    13-4-0-0    2053-10-17  1997-01-30
       "            13          2       1     4-8-2-2    2053-10-17  1997-01-30
       "            14          1     490    0-12-2-3    2053-10-17  1997-01-30
       "            15          1     489    0-12-2-1    2053-10-17  1997-01-30
       "            16          1     263     3-0-1-3    2053-10-17  1997-01-30
       "            17          1     262     3-8-2-2    2053-11-9   1997-02-20
       "            18          1     468     6-0-0-0    2053-11-9   1997-02-20
       "            19          2       6     1-6-1-1    2054-2-30   1997-06-12
       "            20          2       5     1-9-2-0    2054-2-30   1997-06-12
       "            21          2     216     1-4-3-1    2054-2-30   1997-06-12
<CAPTION>
                                                        Date  of issue of  Land
                                                         Ownership Certificate
                                                        ----------------------
Land Ownership               Ward    Plot      Area                   Gregorian
Certificate      S. No.       No.     No.     Ropani    Nepali Date     Date
       <C>          <C>         <C>   <C>    <C>         <C>         <C>
       2             1          1     443     0-8-0-0    2053-6-11   1996-09-27
       "             2          1     474     0-2-1-3    2053-6-11   1996-09-27
       "             3          1     428     1-9-0-3    2053-6-11   1996-09-27
       "             4          1     429     0-9-3-3    2053-6-11   1996-09-27
       "             5          1     444    9-12-0-2    2053-6-11   1996-09-27
       "             6          1     438     0-3-1-1    2053-6-11   1996-09-27
       "             7          1     459     0-2-0-0    2053-6-11   1996-09-27
       "             8          1     423     0-8-0-3    2053-6-11   1996-09-27
       "             9          1     432    0-13-2-0    2053-6-11   1996-09-27
       "            10          1     441     2-6-1-2    2053-6-11   1996-09-27
       "            11          1     426     0-3-0-0    2053-6-11   1996-09-27
       "            12          1     412    12-3-1-1    2053-6-11   1996-09-27
       "            13          1     415     3-0-1-3    2053-6-11   1996-09-27
       "            14          1     417     2-6-1-2    2053-6-11   1996-09-27
       "            15          1     430     0-6-2-2    2053-6-11   1996-09-27
       "            16          1     448     0-1-2-1    2053-6-11   1996-09-27
       "            17          1     461     0-1-2-0    2053-6-11   1996-09-27
       "            18          1     447     0-1-2-1    2053-6-11   1996-09-27
       "            19          1     427     0-9-3-3    2053-6-11   1996-09-27
       "            20          1     425     0-3-0-0    2053-6-11   1996-09-27
       "            21          4     357     1-3-2-3    2053-6-11   1996-09-27
       "            22          1     422     1-6-2-2    2053-6-11   1996-09-27
<CAPTION>
                                                     Date  of issue of  Land
                                                     Ownership Certificate
                                                     ----------------------
Land Ownership               Ward    Plot      Area                  Gregorian
Certificate      S. No.       No.     No.      Ropani   Nepali Date     Date
       <C>           <C>        <C>   <C>     <C>        <C>         <C>
       3             1          1     419      1-2-2-3   2054-3-18   1997-07-02
       "             2          1     418     1-10-3-0   2054-3-18   1997-07-02
       "             3          1     420     4-12-0-2   2054-3-18   1997-07-02
       "             4          1     502     18-2-3-3   2054-3-18   1997-07-02
       "             5          1     504      9-5-3-3   2054-3-18   1997-07-02
       "             6          1     463      0-1-0-0   2054-7-26   1997-11-11
       "             7          4     368      0-9-1-3   2054-8-20   1997-12-05
<CAPTION>
                                                        Date  of issue of  Land
                                                         Ownership Certificate
                                                        ----------------------
Land Ownership               Ward    Plot     Area                   Gregorian
Certificate      S. No.       No.     No.     Ropani    Nepali Date     Date
       <C>           <C>        <C>   <C>    <C>         <C>         <C>
       4             1          1     464     0-3-0-0    2054-2-30   1997-06-12
       "             2          1     501     1-0-0-0    2054-2-30   1997-06-12
       "             3          1     503    4-14-0-0    2054-2-30   1997-06-12

     TOTAL          51                       174-8-0-2

</TABLE>


                                                                       Annex - B


                       Assigned Contracts


As each of the following may be amended, supplemented, modified or restated:

1.  Project Licenses issued by HMGN, dated November 28, 1996, as amended.

2.  Project Agreement, dated 21 July 1996, between HMGN and the Company.

3.  Power Purchase Agreement, dated 21 July 1996, between NEA and the Company.

4.  Amended and Restated Contract for the Engineering, Procurement and
    Construction of the Upper Bhote Koshi Hydroelectric Project, dated as of
    19 December 1996, between the Company and China Gezhouba Construction
    Group Corporation for Water Resources and Hydropower.

5.  Operations and Maintenance Agreement dated as of April 24, 1997 between
    the Company and the O & M Operater.

6.  Amended and Restated Services Agreement dated July 11, 1997 between Panda
    and Nepal and Harza Engineering Company International L.P. for services
    provided outside Nepal, and the Amended and Restated Services Agreement
    dated July 11, 1997 between the Company and Harza Engineering Company
    International L.P. for services provided inside Nepal.

7.  Agreement between HMGN, Ministry of Forest and Soil Conservation,
    Department of Forest and the Company, dated February 27, 1997, concerning
    granting a lease on certain land referred to therein.

8.  Equity Subscription Agreement, dated as of the Financial Closing Date,
    between the Company and Himal International Power Corporation Ltd.

9.  Equity Subscription Agreement, dated as of the Financial Clsoing Date,
    between the Company and Panda of Nepal.

10. Equity Subscription Agreement, dated as of the Financial Closing Date,
    between the Company and RDC of Nepal.

11. Land Leases

12. HMGN Leases