EXHIBIT NO. 10.165

[Letterhead - Industrial and Commercial Bank of China, Singapore
Branch]

                     PERFORMANCE GUARANTEE

              Irrevocable, Unconditional Guarantee

                          No. 9711073


TO:       Bhote Koshi Power Company Private Limited
          (hereinafter referred to as the "Owner")
          KHA 1-960, Kalimati, Tachachal
          Kathmandu, Nepal
          ATTN:  Ms Kim Knightstep Monk

10 December 1997

Dear Sirs:

We  refer  to  our  Performance  Guarantee  No.  9705047,  for
USDLR3,400,000.00  dated  1  May  1997  and  our   Performance
Guarantee No. 9610025 for USDLR11,600,000.00 dated 8 Oct 1996.
Please  be  advised  that  these  two  guarantees  are  hereby
cancelled and replace by the following Guarantee No. 9711073.

Please  confirm  in  writing  that  the  above  mentioned  two
guarantees have been cancelled and shall cease to be valid and
binding  on  us  upon your receipt of this  Guarantee  No.  PG
9711073  dated 10 December 1997.  This Guarantee replaces  the
one  (bearing the same number) which we sent to you via tested
Telex to Chase Manhattan Bank, New York on 8 December 1997.

Quote

Performance Guarantee No. 9711073

1.   By  an Amended and Restated Contract for the Engineering,
     Procurement  and  Construction of the Upper  Bhote  Koshi
     Hydroelectric  Project on the Bhote Koshi  River  in  the
     Sindhupalchok  District  of Nepal  (the  "EPC  Contract")
     dated as of December 19, 1996 between the Owner and China
     Gezhouba   Construction  Group  Corporation   for   Water
     Resources   and   Hydropower  (the   "Contractor"),   the
     Contractor  shall  provide an irrevocable,  unconditional
     bank guarantee from a financial institution acceptable to
     Owner in an amount equal to twenty-five percent (25%)  of
     the  Contract  Price,  namely US$11,600,000  (subject  to
     increase or decrease pursuant to Paragraph 2 hereof), and
     Industrial   and   Commercial   Bank   of   China    (the
     "Guarantor"), acting through its Singapore branch,  which
     has  been  requested by the Contractor, hereby agrees  to
     provide such Guarantee for the Contractor in favor of the
     Owner.   Terms defined and expressions construed  in  the
     EPC  Contract  have the same meaning and construction  in
     this Guarantee.

2.   The  sum  referred  to in Paragraph 1 of  this  Guarantee
     shall be amended as follows:

                     (i)   Upon receipt by the Guarantor of  a
               certificate from the Owner stating  that  there
               has   been  an  increase  or  decrease  of  the
               Contract Price pursuant to Article 6 of the EPC
               Contract  and  stating  the  amount   of   such
               increase  or decrease, the sum referred  to  in
               Paragraph 1 shall be increased or decreased, as
               applicable,  by  the  amount  stated  in   such
               certificate from the Owner (it being understood
               that  the  aforesaid certificate shall  have  a
               copy of the relevant change order attached);

                     (ii) Upon receipt by the Guarantor  of  a
               certificate from the Owner stating  that  there
               has  been  a  drawing under this Guarantee  for
               amounts due from the Contractor for Performance
               Liquidated   Damages  or  Schedule   Liquidated
               Damages pursuant to Article 12 or Article 13 of
               the EPC Contract and stating the amount of such
               drawing,  the  Guarantor  shall  increase   the
               amount  of this Guarantee by the amount of  any
               such drawing;

                     (iii)      Promptly, upon  receipt  of  a
               certificate at any time and from time  to  time
               pursuant  to clause (i) or (ii) above from  the
               Owner,  the Guarantor shall execute and deliver
               by  international courier to the Owner  (or  to
               its  respective  order) (with  a  copy  to  the
               Trustee) an amendment to this Guarantee, in the
               form   of   Annex   A  (correctly   completed),
               confirming the adjustment of the amount of  the
               Guarantee in accordance with the terms hereof.

     It  is  the  express understanding and agreement  of  the
     Guarantor, the Owner, and the Contractor that, except  on
     account  of increases pursuant to Clause (i) of Paragraph
     2   hereof,   the  maximum  amount  of  the  Contractor's
     liability  which  is being guaranteed  by  the  Guarantor
     pursuant to this Guarantee is an amount equal to  thirty-
     five   percent  (35%)  of  the  Contract  Price,   namely
     USD16,219,000.00.

3.   It  is  a  condition precedent to the Owner's  obligation
     under  the  EPC Contract to employ the Contractor  or  to
     continue such employment anytime during the term  of  the
     EPC  Contract that the Guarantor enters into  this  first
     demand  Guarantee in favor of the Owner of  such  twenty-
     five  percent  (25%) of the Contract  Price  (subject  to
     increase and decrease pursuant to Paragraph 2 hereof).

4.   This Guarantee is issued at the request of the Contractor
     as  per Exhibit G (as revised and agreed upon between the
     Owner  and the Contractor) of the EPC Contract, and shall
     automatically  become  effective  at  Financial  Closing,
     without  any  further  action  or  confirmation  by   the
     Guarantor or the Contractor.  This Guarantee shall  be  a
     continuing  guarantee remaining in full force and  effect
     during the entire term of the EPC Contract and until  the
     later of (i) the date falling thirty (30) days after  WTC
     has  indicated, in a written notice to the Guarantor, the
     agreement (a copy of which agreement does not need to  be
     presented  to  the  Guarantor)  of  IFC  that  the  Final
     Acceptance  of  the  Facility  (as  defined  in  the  EPC
     Contract)  has occurred, and (ii) the date the Contractor
     has delivered to the Owner (with a copy to the Trustee) a
     Warranty  Guarantee (in accordance with the EPC Contract)
     in  form  and  substance satisfactory to the Trustee,  at
     which  time  the Owner (or, if applicable,  the  Trustee)
     shall  return this Performance Guarantee to the Guarantor
     with instructions for cancellation.

5.   It  is  acknowledged and agreed that an intended assignee
     of  this  Guarantee is Wilmington Trust Company,  or  any
     substitute  or  replacement therefor from  time  to  time
     (provided IFC (as defined below) has given written notice
     to  the  Guarantor  of  such substitute  or  replacement)
     (Wilmington  Trust  Company or, as applicable,  any  such
     substitute  or  replacement hereinafter  referred  to  as
     "WTC"),  in  each case acting on behalf of  and  for  the
     benefit   of   International  Finance   Corporation,   an
     international  organization  organized  and  existing  by
     virtue  of  the  Articles of Agreement among  its  member
     countries   ("IFC")  and  DEG-Deutsche   Investitions-und
     Entwicklungsgesellschaft mbH,  a  company  organised  and
     existing  under  the  laws  of the  Federal  Republic  of
     Germany  ("DEG") (WTC, acting on behalf of  and  for  the
     benefit of IFC,  referred to herein as the "Trustee").

6    This is an irrevocable and unconditional guarantee issued
     by  the Guarantor, whereby the Guarantor shall assume the
     liability  of  a  primary  obligor,  and  not  merely  as
     guarantor  under  an  ordinary guarantee,  and  shall  be
     jointly and severally liable with the Contractor  to  the
     Owner  for  the  twenty-five percent  (25%)  of  the  EPC
     Contract  Price,  namely  US $11,600,000.00  (subject  to
     increase  and decrease pursuant to Paragraph  2  hereof).
     Accordingly,  the  Guarantor hereby  unconditionally  and
     irrevocably  guarantees the due and punctual  payment  by
     the  Contractor  of all sums whatsoever  that  the  Owner
     shall  certify (in a manner set out in paragraph 6 below)
     are due and owing by the Contractor to the Owner, whether
     actually or contingently, under or in connection with the
     EPC  Contract, up to a maximum amount of US$11,600.000.00
     (the  "Guaranteed  Amount")  (subject  to  increase   and
     decrease  pursuant  to  Paragraph  2  hereof)   and   the
     Guarantor unconditionally and irrevocably agrees that, if
     the  Owner notifies (in writing) the Guarantor  that  for
     any  reason the Contractor has not made payment on  first
     demand of any such sums, the Guarantor will pay such sums
     on  first  demand  by  the Owner, up  to  the  Guaranteed
     Amount.  Should there be any increase or decrease of  the
     Contract  Price  pursuant  to  Paragraph  2  hereof,  the
     Guaranteed   Amount  automatically  shall   be   adjusted
     accordingly   immediately  upon  the  delivery   to   the
     Guarantor of a certificate in accordance with Paragraph 2
     hereof,  and  any delay by the Owner to  deliver  to  the
     Guarantor  a  certificate in accordance with Paragraph  2
     hereof  shall not affect the increase or decrease of  the
     Guaranteed  Amount  immediately  upon  delivery  of  such
     certificate,  nor shall the failure of the  Guarantor  to
     execute  and  deliver  an amendment  in  accordance  with
     Paragraph  2(iii) hereof affect the increase or  decrease
     of the Guaranteed Amount.

7.   Under  this  Guarantee, the Owner is hereby granted  with
     absolute   and  unconditional  rights  to  make  multiple
     drawings  from  time to time, and in the event  that  the
     Contractor fails to perform its obligations under the EPC
     Contract, the Owner shall be entitled to issue a  written
     demand  to  the Guarantor for payment up to an  aggregate
     amount  not to exceed the Guaranteed Amount, as increased
     or  decreased  from  time  to time  as  aforesaid.   Such
     written demand shall be in the following form:

     "Re: Guarantee No. [___________________]

          (i)   We  refer  to  the  Irrevocable  Unconditional
          Guarantee No. [______________] (the "Guarantee") for
          a  maximum amount of US$11,600,000.00 (or such other
          amount  as  may  be  provided for  therein).   Terms
          defined in the Guarantee shall have the same meaning
          in this Certificate.

          (ii)  We hereby state that the Contractor has failed
          to perform its obligations under the EPC Contract.

          (iii)      We  hereby demand from  you  the  sum  of
          US$[_____________] under the Guarantee.

          (iii)     We hereby confirm and certify to you  that
          as  at  the date of this Certificate, the sum  being
          drawn  is due and owing by the Contractor under  the
          EPC  Contract  and the Contractor has not  fulfilled
          its  obligations under the EPC Contract to pay  such
          sum  on  first demand and that, accordingly, we  are
          entitled to make a claim on you under the Guarantee.

          (iv)  Please  pay such amount by wire  transfer,  in
          immediately  available  funds,  in  US  Dollars,  to
          Account No.           , in the name of             ,
          at Wilmington Trust Company, [address]."

     The  Guarantor shall not require that such written demand
     be accompanied by any documents from any third parties or
     any  evidence of the Contractor's non-compliance with the
     EPC Contract.

8.   Under  this Guarantee, the Guarantor is hereby  committed
     to  honor such written demand from the Owner for  payment
     immediately  upon  presentation.   Each  payment  by  the
     Guarantor hereunder shall be made in US Dollars and shall
     reduce the cumulative amount of the Guaranteed Amount  on
     a  dollar-for-dollar  basis,  subject,  however,  to  the
     Guarantor's  obligation to increase the  amount  of  this
     Guarantee  pursuant to Paragraph 2 hereof.  The Guarantor
     shall  neither require the Owner to exercise its recourse
     against  the Contractor first, nor require the  Owner  to
     exhaust  its remedies against the Contractor  first,  and
     shall not set such requirements as a precondition of  the
     Guarantor to effect its payment under this Guarantee.  In
     particular, the Guarantor shall not raise any contractual
     defense  by  the Contractor under the EPC  Contract,  but
     shall  honor its obligations hereunder as an indebtedness
     independent of the EPC Contract or any obligations of the
     Contractor  thereunder.  Without limiting the  foregoing,
     any  evidence  or  assertion submitted  or  made  by  the
     Contractor or any third party shall not impact in any way
     the  Guarantor's obligations to make payments under  this
     Guarantee upon written demand therefor from the Owner.

9.   This  Guarantee is not assignable by either the Guarantor
     or  the Owner, except by the Owner to the Trustee  or  by
     the  Owner to any person to whom the Trustee or  IFC  may
     sell  an  interest in the Facility upon delivery  to  the
     Guarantor of a completed notice of assignment, signed  by
     the  assignor  and counter-signed by the assignee.   This
     Guarantee  shall  be  binding on the  Guarantor  and  its
     successors  and shall inure to the benefit of  the  Owner
     (and its successors and permitted assignees).

10.  The  obligations of the Guarantor hereunder shall not  be
     discharged by (i) any time, grace, indulgence, waiver  or
     consent  at  any time given to the Contractor,  (ii)  any
     lack of validity or enforceability of, or any termination
     of,  amendment to or affecting, or waiver of, any  clause
     of  the EPC Contract, provided that any amendment to  the
     EPC Contract which increases the Contract Price (with the
     exception of any increase pursuant to Paragraph 2 hereof)
     will  not increase the amount guaranteed by the Guarantor
     hereunder,  (iii) any failure or delay in the enforcement
     or  release of any rights in connection with or under the
     EPC  Contract  or this Guarantee.  The Guarantor  further
     acknowledges  and  agrees  that  it  will  remain  liable
     hereunder  notwithstanding that the Contractor may  cease
     to  exist or for any other reason the Owner may no longer
     be able to deal with the Contractor.

11.  The  Guarantor hereby represents, warrants and  covenants
     to the Owner as follows:

          (a)   The  Guarantor  is  a  state-owned  bank  duly
          organized  and validly existing under  the  laws  of
          China,   is  duly  registered  to  do  business   in
          Singapore  as a branch and has full power, authority
          and  legal  capacity  to execute  and  deliver  this
          Guarantee  and to assume and perform the obligations
          provided for herein;

          (b)   The  Guarantor has taken all  appropriate  and
          necessary  legal and other actions to authorize  the
          execution,   delivery   and  performance   of   this
          Guarantee;

          (c)   This Guarantee constitutes a legal, valid  and
          binding  obligation of the Guarantor enforceable  in
          accordance with its terms;

          (d)  The obligations of the Guarantor hereunder rank
          and  will  rank at least pari passu in  priority  of
          payment  and  in all other respects with  all  other
          unsecured indebtedness of the Guarantor;

          (e)  The Guarantor shall supply to the Owner and the
          Trustee,   upon  request,  copies  of   the   annual
          financial statements of the Guarantor; and

          (f)   There  are  no  conditions  precedent  to  the
          obligation of the Guarantor to perform under, or for
          the effectiveness of, this Guarantee.

12.  This  Guarantee is a commercial act of the  Guarantor  in
     relation  to a commercial transaction and all obligations
     of   the  Guarantor  arising  under  this  Guarantee  are
     commercial  in nature.  The Guarantor hereby  irrevocably
     waives,  and  agrees not to raise, any claim of  immunity
     (if any) from suit, attachment or execution in respect of
     any  claims  which may be made against  it  at  any  time
     concerning its obligations under this Guarantee, and  the
     Guarantor  agrees  that the waivers  and  agreements  set
     forth herein shall have the fullest scope permitted under
     the  Foreign  Sovereign Immunities Act  of  1976  of  the
     United States and are intended to be irrevocable for  the
     purposes of such Act.

13.  Any  demand  from the Owner to the Guarantor for  payment
     must   be  in  written  form,  in  the  English  language
     delivered  to the Guarantor at the following address  (or
     any  new  address designated by the Guarantor in  writing
     duly  notified  to  the  Owner  in  the  future)  in  the
     following manner:

          (a)   Method  of delivery: (i) personally delivered,
          (ii)  transmitted by postage prepaid registered mail
          (airmail  if  international), (iii)  transmitted  by
          internationally recognized courier service, or  (iv)
          transmitted by telex or facsimile.

          (b)  Address of the Guarantor:

          Industrial and Commercial Bank of China
          c/o Singapore Branch
          6 Raffles Quay, #12-01
          John Hancock Tower
          Singapore 048580
          Telephone Number: (65)538 2780
          Fax Number: (65)538 1370
          Attn.: General Manager

14.  This  Guarantee  sets out the entire undertaking  of  the
     Guarantor to the Owner.

15.  This  Guarantee  shall be governed by  and  construed  in
     accordance with Singapore Law.

IN  WITNESS  WHEREOF, the undersigned Guarantor  has  executed
this Guarantee by its duly authorized officer the day and year
first above-written.

INDUSTRIAL AND COMMERCIAL BANK OF CHINA
c/o Singapore Branch
6, Raffles Quay, #12-01,
John Hancock Tower
Singapore 048580



By:____________________________________
Name:  Wang Dewen
Title:     General Manager



                            Annex A

 Form of Letter of Amendment to Amount of Performance Guarantee


To:  Bhote Koshi Power Company Private Limited and
     Trustee



             Amendment to the Performance Guarantee

           No.          dated [                ] 1997

Whereas  we,  Industrial and Commercial Bank of China,  acting
through  its  Singapore  Branch, as the  Guarantor  under  the
Performance  Guarantee, issued such Performance  Guarantee  in
favour  of  the  Owner on [                 ]  1997  and  have
received  a  certificate  from the Owner  in  accordance  with
Paragraph 2 of the Performance Guarantee.


NOW THIS AMENDMENT WITNESSETH as follows:

1.   The  sum set out in Paragraph 1 of the Performance Guarantee
     is  [increased]  [reduced]  by the  amount  of  US$  [amount
     certified by the Owner, as applicable].

2.   As a consequence of the [increase] [decrease] referred to in
     Paragraph  1 of this Amendment, the sum set out in Paragraph
     1  of  the  Performance  Guarantee is [amount  specified  in
     Paragraph  1 of the Performance Guarantee prior to amendment
     increased  or  decreased,  as  applicable,  by  the   amount
     specified in Paragraph 1 of this Amendment].

3.   All  other terms and conditions of the Performance Guarantee
     shall remain unchanged.

4.   A  term  defined in the Performance Guarantee has  the  same
     meaning in this Annex A.

Yours faithfully


__________________________________
(Authorized Signatories)
For an on behalf of
Industrial and Commercial Bank of China