EXHIBIT NO. 10.160

                SECURITY AGREEMENT AND ASSIGNMENT



                              among


                         PANDA OF NEPAL




                INTERNATIONAL FINANCE CORPORATION


   DEG-DEUTSCHE INVESTITIONS-und ENTWICKLUNGSGESELLSCHAFT mbH


                               and


              WILMINGTON TRUST COMPANY, not in its
            individual capacity but solely as Trustee
             under the Trust and Retention Agreement




                  Dated as of the Closing Date




                        TABLE OF CONTENTS

     ARTICLE 1

           DEFINITIONS AND PRINCIPLES OF CONSTRUCTION

     ARTICLE 2

           GRANT OF SECURITY INTEREST AND ASSIGNMENT

                    Section 2.1.Grant of Security Interest and Assignment.   2

     ARTICLE 3
     PROVISIONS REGARDING ASSIGNED AGREEMENT

          Section 3.1. Performance of Obligations.                         2
          Section 3.2. Signed Counterparts.                                2
          Section 3.3. Representations and Warranties of Panda of Nepal.   3
          Section 3.4. No Obligation of the Trustee.                       3

     ARTICLE 4
     FURTHER ASSURANCES

          Section 4.1.  Further Documentation.                             4

     ARTICLE 5
     INDEMNIFICATION, ETC.

          Section 5.1. Indemnification.                                    4
          Section 5.2. Further Indemnification.                            4
          Section 5.3. Continuous Perfection.                              5

     ARTICLE 6
     ATTORNEY-IN-FACT

          Section 6.1. Trustee's Appointment as Attorney-in-Fact.          5
          Section 6.2. Performance by the Trustee of Panda of Nepal's
                       Obligations.                                        7

     ARTICLE 7
     RIGHTS AND REMEDIES OF COLLATERAL AGENT UPON DEFAULT

          Section 7.1. Payments Received.                                  7
          Section 7.2. Remedies.                                           7
          Section 7.3. Waivers.                                            8
          Section 7.4. Reasonable Care.                                    9
          Section 7.5. The Trustee.                                        9

     ARTICLE 8
     EXPENSES; INDEMNIFICATION; FEES

          Section 8.1. Expenses.                                          10
          Section 8.2. Indemnification.                                   10

     ARTICLE 9
     SATISFACTION AND DISCHARGE OF TRUST

          Section 9.1.  Satisfaction and Discharge of Trust.              10

     ARTICLE 10
     MISCELLANEOUS PROVISIONS

          Section 10.1.  Benefit of Agreement.                            11
          Section 10.2.  Successors or Assigns.                           11
          Section 10.3.  Notices.                                         11
          Section 10.4.  Counterparts.                                    13
          Section 10.5.  Headings Descriptive.                            13
          Section 10.6.  Governing Law; Submission to
                         Jurisdiction; Venue.                             13
          Section 10.7.  Survival.                                        14
          Section 10.8.  No Waiver; Cumulative Remedies.                  14
          Section 10.9.  Severability.                                    14
          Section 10.10. Communications.                                  14
          Section 10.11. Amendments.                                      14

EXHIBIT A
Financing Statement Filings                                                1



SECURITY AGREEMENT AND ASSIGNMENT, dated as of the Closing Date
(this "Agreement"), among PANDA OF NEPAL, an exempted company
with limited liability organized and existing under the laws of
the Cayman Islands ("Panda of Nepal"), INTERNATIONAL FINANCE
CORPORATION, an international organization organized and existing
by virtue of the Articles of Agreement among its member countries
("IFC"), DEG-DEUTSCHE INVESTITIONS-und ENTWICKLUNGSGESELLSCHAFT
mbH, a company organized and existing under the laws of the
Federal Republic of Germany ("DEG") (IFC and DEG are hereinafter
collectively referred to as the "Lenders" and individually as a
"Lender"), and WILMINGTON TRUST COMPANY, a Delaware banking
corporation, not in its individual capacity but solely as Trustee
under the Trust and Retention Agreement (the "Trustee").


                     PRELIMINARY STATEMENTS


     The Company has been granted the right to build, own and
operate a 36 MW (nominal net) hydroelectric power plant in the
Sindhupalchok District in Nepal.

     IFC is willing to provide financing for the power plant
pursuant to the terms of that certain IFC Investment Agreement
dated as of the Closing Date between the Company and IFC (the
"IFC Investment Agreement").

     DEG is willing to provide financing for the power plant
pursuant to the terms of that certain DEG Investment Agreement
dated as of the Closing Date between the Company and DEG (the
"DEG Investment Agreement," and together with the IFC Investment
Agreement, the "Investment Agreement").

     The Company, IFC and DEG have entered into that certain
Investment Agreement General Conditions dated as of the Closing
Date (the "General Conditions").

     Panda of Nepal and Harza Engineering Company International
L.P. have entered into that certain Amended and Restated Services
Agreement dated July 11, 1997 for services provided outside
Nepal, as amended by that certain Amendment No. 1 dated December
5, 1997, (the "Assigned Agreement").

     It is a condition precedent to the obligations of each of
IFC and DEG under the Investment Agreement that this Agreement
shall have been entered into by the parties hereto.

NOW, THEREFORE, IT IS AGREED:


                           ARTICLE 1

           DEFINITIONS AND PRINCIPLES OF CONSTRUCTION

     For all purposes of this Agreement, (i) capitalized terms
not otherwise defined herein shall have the meanings set forth in
Schedule A to the General Conditions and (ii) the principles of
construction set forth in Schedule A to the General Conditions
shall apply.


                           ARTICLE 2

           GRANT OF SECURITY INTEREST AND ASSIGNMENT

     Section 2.1.   Grant of Security Interest and Assignment.
As security for the prompt and complete payment and performance
when due of all the Obligations, and in order to induce each of
the Lenders to make the Loans, Panda of Nepal hereby assigns,
conveys, mortgages, pledges, hypothecates and transfers to the
Trustee for the benefit of the Lenders, a continuing security
interest in and Lien on all of Panda of Nepal's  right, title and
interest in, to and under the Assigned Agreement, including,
without limitation, (a) all rights of Panda of Nepal to receive
moneys due and to become due thereunder or pursuant thereto, (b)
all rights of Panda of Nepal to receive proceeds of any
insurance, indemnity, warranty, letter of credit, surety bond,
performance bond or guaranty with respect thereto, (c) all claims
of Panda of Nepal for damages for breach thereof or default
thereunder and, subject to the Assigned Agreement, (d) the right
of Panda of Nepal to terminate, amend, supplement or otherwise
modify any such agreement, and (e) to the extent not otherwise
included in the foregoing, all proceeds and products of all of
the foregoing Collateral (all of such right, title and interest
being hereinafter collectively called the "Collateral").


                           ARTICLE 3

            PROVISIONS REGARDING ASSIGNED AGREEMENT

     Section 3.1.   Performance of Obligations.  Panda of Nepal
will comply with all requirements of applicable law, will duly
perform and observe in all material respects all of the
covenants, agreements and conditions on its part to be performed
or observed under the Assigned Agreement.

     Section 3.2.   Signed Counterparts.  Except as otherwise
expressly permitted in the Panda of Nepal Consent, Panda of Nepal
agrees that it will not waive any default under or breach of the
Assigned Agreement or waive, fail to enforce, forgive or release
any right, interest or entitlement of any kind, however arising,
under or in respect of the Assigned Agreement, or agree or
consent to the variation in any provision of the Assigned
Agreement or in the performance of any Person required
thereunder.  Panda of Nepal will deliver to the Trustee promptly
upon receipt thereof a copy of any notice or other document
issued or received by Panda of Nepal pursuant to the Assigned
Agreement.  Panda of Nepal agrees to furnish to the Trustee as
soon as possible (and in any event within ten (10) days after the
execution thereof) a signed counterpart of each amendment,
modification or supplement to the Assigned Agreement.

     Section 3.3.   Representations and Warranties of Panda of
Nepal.  Panda of Nepal hereby represents and warrants as of the
date hereof:

     (a)  The Assigned Agreement in effect on the date hereof, a
     true and complete copy of which has been furnished to the
     Trustee, has been duly authorized, executed and delivered by
     Panda of Nepal, and, to the knowledge of Panda of Nepal,
     each of the other parties thereto, and is in full force and
     effect; and is binding upon Panda of Nepal and, to the
     knowledge of Panda of Nepal, each of the other parties
     thereto;

     (b)  The Assigned Agreement has not heretofore been amended,
     modified, suspended, canceled or terminated, none of Panda
     of Nepal nor, to the knowledge of Panda of Nepal, the other
     parties thereto is currently in default in any material
     respect under any of the terms thereunder;

     (c)  The Assigned Agreement has not been transferred or
     assigned by Panda of Nepal, or, to the knowledge of Panda of
     Nepal, any other party thereto, except to the Trustee as
     expressly provided herein;

     (d)  Panda of Nepal's chief executive office and principal
     place of business and the place where its records concerning
     the Collateral are kept is c/o Maples & Calder, P. O. Box
     309, Ugland House, South Church Street, Grand Cayman, Cayman
     Islands, British West Indies.  Panda of Nepal does not have
     a place of business or residence in the United States of
     America;

     (e)  Financing statements or other appropriate instruments
     having been filed in the public offices listed on Exhibit A
     hereto, (i) this Agreement constitutes a valid and
     continuing lien on and (to the extent possible under
     applicable law) perfected security interest in the
     Collateral in favor of the Trustee, for the benefit of the
     Lenders, and (ii) all action currently necessary to protect
     and perfect such Lien on and security interest in the
     Collateral has been duly taken; and

     (f)  No security agreement, financing statement, mortgage,
     equivalent security or lien instrument or continuation
     statement covering all or any part of the Collateral is on
     file or of record in any public office, except those in
     favor of the Trustee pursuant to this Agreement.

     Section 3.4.   No Obligation of the Trustee.  Anything
herein to the contrary notwithstanding, Panda of Nepal shall
remain liable under the Assigned Agreement to perform all the
obligations assumed by it thereunder and the Trustee shall have
no obligation or liability thereunder by reason of or arising out
of the assignments herein provided for, nor shall the Trustee be
required or obligated in any manner to perform or fulfill any
obligations of Panda of Nepal under the Assigned Agreement or
pursuant thereto, or to make any payment thereunder, or, unless
and until indemnified to its satisfaction, to present or file any
claim or to take any other action to enforce any right assigned
to it hereunder or to which it may be entitled pursuant hereto at
any time or times.


                           ARTICLE 4

                       FURTHER ASSURANCES

     Section 4.1.   Further Documentation.  At any time and from
time to time, upon the written request of the Trustee, and at the
sole expense of Panda of Nepal, Panda of Nepal shall duly execute
and deliver promptly any and all such further instruments and
documents and take such further action as the Trustee may deem
necessary in order to obtain the full benefits of this Agreement
and of the rights and powers herein granted.  Panda of Nepal also
hereby authorizes the Trustee to file any financing or
continuation statement without the signature of Panda of Nepal to
the extent permitted by applicable law.  The Trustee agrees to
deliver copies of any such filing to Panda of Nepal.


                           ARTICLE 5

                     INDEMNIFICATION, ETC.

     Section 5.1.   Indemnification.  In any suit, proceeding or
action brought by the Trustee, after the occurrence and during
the continuation of an Event of Default, under the Assigned
Agreement or for any sum owing thereunder, or to enforce any
provisions of such Assigned Agreement, Panda of Nepal will save,
indemnify and hold the Trustee harmless from and against any and
all expenses, losses or damages suffered by reason of any
defense, setoff, counterclaim, recoupment or reduction of
liability whatsoever of the other party under such Assigned
Agreement, arising out of a breach by Panda of Nepal of any
obligation to the other party under such Assigned Agreement or
arising out of any other agreement, indebtedness or liability at
any time owing to or in favor of such other party or its
successors from Panda of Nepal, and all such obligations of Panda
of Nepal shall be and remain enforceable against and only against
Panda of Nepal and shall not be enforceable against the Trustee.
The foregoing is not intended to indemnify any party for any
expense, loss, damage, claim or liability resulting from its
gross negligence or willful misconduct.

     Section 5.2.   Further Indemnification.  Panda of Nepal will
furnish to the Trustee from time to time statements and schedules
further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Trustee may
reasonably request, all in reasonable detail.

     Section 5.3.   Continuous Perfection.  Panda of Nepal will
not change its name or identity or change the location of its
principal place of business or chief executive office, or conduct
any regular or substantial business or operations in or from any
office or location other than that set forth in Section 3.3(d)
hereof unless Panda of Nepal shall have given the Trustee at
least sixty (60) days' prior written notice thereof and shall
have taken, at Panda of Nepal's expense, all action necessary in
order to continue the perfection and priority of the Liens and
security interests in the Collateral intended to be created by
this Agreement.


                           ARTICLE 6

                        ATTORNEY-IN-FACT

     Section 6.1.   Trustee's Appointment as Attorney-in-Fact.

     (a)  Panda of Nepal hereby irrevocably constitutes and
appoints the Trustee and any officer or agent thereof, with full
power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead
of Panda of Nepal and in the name of Panda of Nepal or in its own
name, from time to time, for the purpose of carrying out the
terms of and in a manner consistent with the terms of this
Agreement, to take any and all appropriate action and to execute
any and all documents and instruments which may be necessary or
desirable to accomplish the purposes of this Agreement.  Panda of
Nepal hereby gives the Trustee the power and right, on behalf of
Panda of Nepal, without notice to or assent by Panda of Nepal,
upon the occurrence and continuance of an Event of Default, to do
the following:

     (i)  to pay or discharge taxes, liens, security interests or
     other encumbrances levied or placed on or threatened against
     the Collateral, to effect any repairs or obtain any
     insurance called for by the terms of this Agreement and to
     pay all or any part of the premium therefor and the costs
     thereof;

     (ii) to ask, demand, collect, receive and give acquittances
     and receipts for any and all moneys due and to become due
     under any Collateral and, in the name of Panda of Nepal or
     its own name or otherwise, to take possession of and endorse
     and collect any checks, drafts, notes, acceptances or other
     instruments for the payment of moneys due under any
     Collateral;

     (iii)     to file any claim, institute any proceeding in any
     court of law or equity, or take any other action deemed
     appropriate by the Trustee for the purpose of collecting any
     and all such moneys due under any Collateral whenever
     payable and to enforce any other right in respect of any
     Collateral;

     (iv) to direct any party liable for any payment under any
     Collateral to make payment of any and all moneys due and to
     become due thereunder directly to the Trustee or as the
     Trustee shall direct;

     (v)  to sign and endorse any invoices, freight or express
     bills, bills of lading, storage or warehouse receipts,
     drafts against debtors, assignments, verifications and
     notices in connection with accounts and other documents
     relating to the Collateral;

     (vi) to defend any suit, action or proceeding brought
     against Panda of Nepal with respect to any Collateral;

     (vii)     to settle, compromise or adjust any suit, action
     or proceeding described above and, in connection therewith,
     to give discharges or releases;

     (viii)    generally to sell, transfer, pledge, make any
     agreement with respect to or otherwise deal with any of the
     Collateral as fully and completely as though the Trustee
     were the absolute owner thereof for all purposes, and to do,
     at the Trustee's option and Panda of Nepal's expense, at any
     time, or from time to time, all acts and things which the
     Trustee deems necessary to protect, preserve or realize upon
     the Collateral and the Trustee's security interest therein,
     in order to effect the intent of this Agreement, all as
     fully and effectively as Panda of Nepal might do; and

     (ix) to take possession of all or any part of the
     Collateral, and to exclude Panda of Nepal and all Persons
     claiming under Panda of Nepal wholly or partly therefrom,
     and thereafter to hold, store, use, operate, manage and
     control the same, and upon any such taking of possession, at
     the expense of Panda of Nepal, to make all such repairs,
     replacements, alterations, additions and improvements to and
     of the Collateral as the Trustee may deem proper, and to
     manage and control the Collateral and to carry on the
     business of, and to exercise all rights and powers of, Panda
     of Nepal in respect thereto as the Trustee shall deem best,
     including the right to enter into any and all such
     agreements with respect to the leasing and/or operation of
     the Collateral or any part thereof as the Trustee may see
     fit, and to collect and receive all rents, issues, profits,
     fees, revenues and other income of the same and every part
     thereof, with such rents, issues, profits, fees, revenues
     and other income being applied to pay the expenses of
     holding and operating the Collateral, of conducting the
     business thereof and of all maintenance, repairs,
     replacements, alterations, additions and improvements with
     respect thereto, and to make all payments which the Trustee
     may be required or may elect to make, if any, for taxes,
     assessments, insurance and other charges upon the Collateral
     or any part thereof, and all other payments which the
     Trustee may be required or authorized to make under any
     provision of this Agreement (including, without limitation,
     legal costs and attorneys' fees).

     Any surplus received in respect of the Collateral after
     payment in full of the Obligations will be paid to
     Panda of Nepal or such other Person as may be lawfully
     entitled thereto.

Panda of Nepal hereby ratifies all that said attorneys shall
lawfully do or cause to be done by virtue hereof and in
accordance herewith.  This power of attorney is a power coupled
with an interest and shall be irrevocable.

     (b)  The powers conferred on the Trustee hereunder are
solely to protect its interests in the Collateral and shall not
impose any duty upon it to exercise any such powers.  The Trustee
shall be accountable only for such amounts as the Trustee shall
actually receive as a result of the exercise of such powers and
neither the Trustee nor any of its officers, directors, employees
or agents shall be responsible to Panda of Nepal for any act or
failure to act, except for their own gross negligence or willful
misconduct.

     (c)  Panda of Nepal also authorizes the Trustee, during the
continuation of an Event of Default, (i) to communicate in its
own name with any party to any contract, agreement or instrument
included in the Collateral, at any time, with regard to any
matter relating to such contract, agreement or instrument, and
(ii) to execute, in connection with any sale provided for in
Section 7.2 hereof, any endorsements, assignments, bills of sale
or other instruments of conveyance or transfer with respect to
the Collateral.

     Section 6.2.   Performance by the Trustee of Panda of
Nepal's Obligations.  If Panda of Nepal  fails to perform or
comply with any of its agreements contained herein and the
Trustee, as authorized by the terms of this Agreement, shall
perform or comply, or otherwise cause the performance of or
compliance with, any such agreements, the expenses of the Trustee
incurred in connection with such performance or compliance,
together with interest thereon, shall be payable by Panda of
Nepal to the Trustee on demand.


                           ARTICLE 7

      RIGHTS AND REMEDIES OF COLLATERAL AGENT UPON DEFAULT

     Section 7.1.   Payments Received.  If an Event of Default
shall occur and be continuing, all payments received by Panda of
Nepal under or in connection with the Collateral shall be held by
Panda of Nepal in trust for the Trustee, shall be segregated from
other funds of Panda of Nepal and shall, forthwith upon receipt
by Panda of Nepal, be turned over to the Trustee or the Designee
in the same form as received by Panda of Nepal (duly endorsed by
Panda of Nepal to the Trustee or the Designee).

     Section 7.2.   Remedies.  If an Event of Default shall occur
and be continuing, the Trustee may exercise, in addition to all
other rights and remedies granted to it in this Agreement and in
any other Security Document or other instrument or agreement
securing, evidencing or relating to the Obligations, all rights
and remedies of a secured party under the Code.  Without limiting
the generality of the foregoing, Panda of Nepal  expressly agrees
that in any such event the Trustee, without demand of performance
or other demand, advertisement or further notice of any kind
(except the notice specified below with respect to a public or
private sale) to or upon Panda of Nepal or any other Person (all
and each of which demands, advertisements and/or notices are
hereby expressly waived), may forthwith collect, receive,
appropriate and realize upon the Collateral or any part thereof,
and/or sell, lease, assign, give options to purchase or sell, or
otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do so), in one or more parcels at public
or private sale or sales, at any exchange, broker's board or at
any of the Trustee's offices or elsewhere at such prices as it
may deem best, for cash or on credit or for future delivery
without assumption of any credit risk.  The Trustee and each of
the Lenders shall have the right upon any such public sale or
sales, and, to the extent permitted by law, upon any such private
sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in
Panda of Nepal, which right or equity of redemption is hereby
expressly waived and released.  Panda of Nepal further agrees, at
the Trustee's request, to assemble the Collateral, and make it
available to the Trustee at such places as the Trustee reasonably
shall select, whether at Panda of Nepal's premises or elsewhere.
The Trustee shall apply the net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale toward
payment of the Obligations (in such order as the Lenders shall
direct in the event such net proceeds are not sufficient to pay
the Obligations in full), and then any surplus shall be paid to
such Persons as may be lawfully entitled thereto.  Panda of Nepal
agrees that the Trustee need not give more than ten (10) days'
notice of the time and place of any public sale or of the time
after which a private sale may take place and that such notice is
reasonable notification of such matters.

     Section 7.3.   Waivers.

     (a)  Panda of Nepal hereby waives presentment, demand,
protest and, except as otherwise expressly provided herein and to
the extent permitted by applicable law, notice of any kind in
connection with this Agreement or any Collateral.

     (b)  Except as otherwise required by applicable law, the
Trustee shall not be required to marshall any Collateral or to
resort to any item of Collateral in any particular order; and all
of its rights hereunder and in respect of the Collateral shall be
cumulative and in addition to all other rights, however existing
or arising.  To the extent that it lawfully may, Panda of Nepal
(i) hereby agrees that it will not invoke any law relating to the
marshaling of collateral which might cause delay in or impede the
enforcement of the Trustee's rights under this Agreement or under
any other Security Document, and (ii) hereby irrevocably waives
the benefits of all such laws and any and all rights to equity of
redemption or other rights of redemption that it may have in
equity or at law with respect to the Collateral.

     (c)  Except as otherwise provided in this Agreement, PANDA
OF NEPAL HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, JUDICIAL HEARING IN CONNECTION WITH THE TRUSTEE'S
TAKING POSSESSION OR THE TRUSTEE'S DISPOSITION OF ANY OF THE
COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY HEARING FOR ANY
PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH PANDA OF
NEPAL WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE
OF THE UNITED STATES, NEPAL OR THE CAYMAN ISLANDS OR ANY
POLITICAL SUBDIVISION OF ANY SUCH JURISDICTION, and Panda of
Nepal hereby further waives, to the maximum extent permitted by
applicable law:

     (i)  all damages occasioned by such taking of possession,
     except any damages which are the direct result of the gross
     negligence or willful misconduct of the Trustee or any
     person acting on its behalf or instruction;

     (ii) all other requirements as to the time, place and terms
     of sale or other requirements with respect to the
     enforcement of the Trustee's rights hereunder; and

     (iii)     all rights of redemption, appraisement, valuation,
     stay, extension or moratorium now or hereafter in force
     under any applicable law in order to prevent or delay the
     enforcement of this Agreement or the absolute sale of the
     Collateral or any portion thereof, and Panda of Nepal, for
     itself and all who may claim under it, insofar as it or they
     now or hereafter lawfully may, hereby waives the benefit of
     all such laws.

Any sale of, or the grant of options to purchase, or any other
realization upon, any Collateral shall operate to divest all
right, title, interest, claim and demand, either at law or in
equity, of Panda of Nepal therein and thereto, and shall be a
perpetual bar both at law and in equity against Panda of Nepal
and against any and all persons claiming or attempting to claim
the Collateral so sold, optioned or realized upon, or any part
thereof, from, through and under Panda of Nepal.

     Section 7.4.   Reasonable Care.  The Trustee shall be deemed
to have exercised reasonable care in the custody and preservation
of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which the Trustee accords
its own property.

     Section 7.5.   The Trustee.  In connection with its power
and functions hereunder, the Trustee shall act solely as the
trustee of the Lenders and shall not assume or be deemed to have
assumed any relationship of agency or other fiduciary
relationship with Panda of Nepal.  Wilmington Trust Company in
acting hereunder shall be entitled to the rights, protections and
immunities of the Trustee under the Trust and Retention
Agreement.


                           ARTICLE 8

                EXPENSES; INDEMNIFICATION; FEES

     Section 8.1.   Expenses.  Panda of Nepal agrees to pay or
reimburse within thirty (30) days of demand therefor all out-of-
pocket expenses of the Trustee (including expenses for legal
services) in respect of, or incident to, the preparation,
execution and delivery of this Agreement, the administration of
this Agreement and the Collateral, the enforcement of any of the
provisions of this Agreement or in connection with any amendment,
waiver or consent relating to this Agreement (which shall be
reasonable other than upon the occurrence and during the
continuance of an Event of Default or any event which would
become (with the expiration of any applicable grace periods or
the giving of notice or both) an Event of Default), provided that
any such demand is accompanied by invoices pertaining thereto.

     Section 8.2.   Indemnification.  Panda of Nepal agrees to
indemnify and hold harmless the Trustee, its directors, officers,
employees, agents and representatives (the Trustee and its
directors, officers, employees, agents and representatives each
an "Indemnified Party") from and against any and all claims,
losses and liabilities growing out of or resulting from or in any
way related to (i) this Agreement and the transactions hereunder
(including, without limitation, enforcement of this Agreement,
but excluding any such claims, losses or liabilities resulting
from the Indemnified Party's gross negligence or willful
misconduct) or (ii) any refund or adjustment of any amount paid
or payable to the Trustee or any other Indemnified Party under or
in respect of this Agreement which may be ordered or otherwise
required by any Person.


                           ARTICLE 9

              SATISFACTION AND DISCHARGE OF TRUST

     Section 9.1.  Satisfaction and Discharge of Trust.

     (a)  If (i) at any time all Obligations owing to the Lenders
have been paid in full and (ii) a period of one hundred twenty
(120) days (or such other period as may be applicable with
respect to preference or similar periods under applicable
bankruptcy, insolvency or similar laws) has elapsed since the
condition set out in clause (i) is satisfied without any court
determining that Bhote Koshi Power Company Private Limited (the
"Company") is insolvent or, if such determination is made within
that time, the Lenders are reasonably satisfied that no payment
made to the Lenders or the Trustee by the Company will be set
aside as a consequence thereof under any law relating to
bankruptcy, insolvency or similar matters, then this Agreement
shall terminate; provided that the provisions of Article 9 shall
survive such termination.

     (b)  If at any time the Trustee shall have received a notice
from the Lenders that all Obligations owing to the Lenders have
been paid in full and (ii) a period of one hundred twenty (120)
days (or such other period as may be applicable with respect to
preference or similar periods under applicable bankruptcy,
insolvency or similar laws) has elapsed since the condition set
out in clause (i) is satisfied without any court determining that
the Company is insolvent or, if such determination is made within
that time, the Lenders are reasonably satisfied that no payment
made to the Lenders or the Trustee by the Company will be set
aside as a consequence thereof under any law relating to
bankruptcy, insolvency or similar matters, then, upon payment in
full of all amounts payable to the Trustee pursuant to Section
8.1 hereof, this Agreement shall cease to be of further effect
and the Trustee, at the cost and expense of Panda of Nepal, upon
delivery to the Trustee of a certificate signed by two officers
of Panda of Nepal and concurred in by the Lenders stating that
all conditions precedent to the satisfaction and discharge of
this Agreement and the other Security Documents have been
complied with, shall execute proper instruments acknowledging the
satisfaction and discharge of this Agreement, and shall duly
assign, transfer and deliver to Panda of Nepal such of the
Collateral as has not theretofore been sold or otherwise applied
or released pursuant to this Agreement, together with any moneys
at the time held by the Trustee hereunder.  The Lenders agree to
give the notice provided for in this paragraph without
unreasonable delay.


                           ARTICLE 10

                    MISCELLANEOUS PROVISIONS

     Section 10.1.  Benefit of Agreement.  Nothing in this
Agreement, expressed or implied, shall give or be construed to
give to any Person other than the parties hereto any legal or
equitable right, remedy or claim under this Agreement, or under
any covenant or provision herein contained, all such covenants
and provisions being for the sole benefit of the parties herein.

     Section 10.2.  Successors or Assigns.  This Agreement shall
be binding upon and inure to the benefit of and be enforceable by
the respective successors and assigns of the parties hereto;
provided, however, that neither the Company nor Panda of Nepal
may not assign or transfer any of its rights or obligations
hereunder without the prior written consent of the Lenders.  Each
of the Lenders may transfer, assign or grant its rights hereunder
in connection with an assignment or transfer of all or any part
of its interest in its Commitment or the IFC Loans or the DEG
Loan, as the case may be, in accordance with the Investment
Agreement.

     Section 10.3.  Notices.  All notices, demands, requests and
other communications provided for hereunder shall be in writing
and shall be deemed to have been given (a) when presented
personally, (b) when sent by overnight courier service, on the
Business Day following the date of delivery to such courier
service, or such later day as demonstrated by a bona fide receipt
therefor, or (c) when transmitted by facsimile, upon
acknowledgment of receipt by the recipient.  Any party may
designate from time to time by written notice to the other
parties another address to which notices are to be sent.

Addresses:

Panda of Nepal

Address:     c/o Maples & Calder
             P.O. Box 309
             Ugland House, South Church Street
             Grand Cayman, Cayman Islands
             British West Indies
Attention:   Sharon Pierson

Facsimile:   (809) 949-8080


with a copy to:

             Panda Energy International, Inc.
             4100 Spring Valley, Suite 1001
             Dallas, Texas  75244
Attention:   General Counsel

Facsimile:   (972) 980-6815


IFC

Address:     2121 Pennsylvania Avenue, N.W.
             Washington, D.C.  20433
Attention:   Director, Power Department

Facsimile:   (202) 974-4307


DEG

Address:     Belvederestrasse 40
             D-50933
             Koeln (Mungersdorf)
             Federal Republic of Germany
Attention:   Infrastructure Department

Facsimile:   011 49221 4986 107


Wilmington Trust Company

Address:     Rodney Square North
             1100 North Market Street
             Wilmington, Delaware  19890-001
Attention:   Corporate Trust Administration

Telephone:   (302) 651-8726

Facsimile:   (302) 651-8882

     Section 10.4.  Counterparts.  This Agreement may be executed
in any number of counterparts and by the different parties hereto
in separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together
constitute one and the same instrument.

     Section 10.5.  Headings Descriptive.  The headings of the
several Articles of this Agreement are inserted for convenience
only and shall not in any way affect the meaning or construction
of any provision of this Agreement.

     Section 10.6.  Governing Law; Submission to Jurisdiction;
Venue.  (a) This Agreement is a contract made under the laws of
the State of New York of the United States of America and shall
for all purposes be governed by and construed in accordance with
the laws of such State without regard to the conflicts of laws
provisions thereof (other than Sections 5-1401 and 5-1402 of the
General Obligations Law of the State of New York).  Any legal
action or proceeding against Panda of Nepal with respect to this
Agreement may be brought in the courts of the State of New York
in the County of New York or of the United States for the
Southern District of New York and, by execution and delivery of
this Agreement, Panda of Nepal hereby irrevocably accepts for
itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts.  Panda
of Nepal agrees that a judgment in any such action or proceeding
shall be conclusive and binding upon itself, and may be enforced
in any other jurisdiction, including without limitation Nepal, by
a suit upon such judgment, a certified copy of which shall be
conclusive evidence of the judgment.  Panda of Nepal hereby
irrevocably designates, appoints and empowers CT Corporation
System, with offices on the date hereof at 1633 Broadway, New
York, New York 10019, as its designee, appointee and agent to
receive, accept and acknowledge for and on its behalf, and in
respect of its property, service of any and all legal process,
summons, notices and documents which may be served in any such
action or proceeding.  If for any reason such designee, appointee
and agent shall cease to be available to act as such, Panda of
Nepal agrees to designate a new designee, appointee and agent in
New York City on the terms and for the purposes of this provision
satisfactory to the Lenders.  Panda of Nepal further irrevocably
consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail,
postage prepaid, to it at its address set forth in Section 10.3
hereof, such service to become effective ten (10) days after such
mailing.  Nothing herein shall affect the right of the Trustee or
either of the Lenders to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise
proceed against Panda of Nepal in Nepal, the Cayman Islands or in
any other jurisdiction.

     (b)  Panda of Nepal hereby irrevocably waives any objection
which it may now or hereafter have to the laying of venue of any
of the aforesaid actions or proceedings arising out of or in
connection with this Agreement brought in the courts referred to
in clause (a) above and hereby further irrevocably waives and
agrees not to plead or claim in any such court that any such
action or proceeding brought in any such court has been brought
in an inconvenient forum.

     Section 10.7.  Survival.  All indemnities, agreements,
representations and warranties made herein shall survive the
execution and delivery of this Agreement.

     Section 10.8. No Waiver; Cumulative Remedies.  No failure or
delay on the part of the Trustee or either of the Lenders in
exercising any right, power or privilege hereunder or under any
other Loan Document, and no course of dealing between Panda of
Nepal and the Trustee or either of the Lenders, shall impair any
such right, power or privilege or operate as a waiver thereof,
nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Loan Document preclude any
other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder.  The rights,
powers and remedies herein or provided in any other Loan Document
are cumulative and not exclusive of any rights, powers or
remedies which the Trustee or either of the Lenders would
otherwise have.  No notice to or demand on Panda of Nepal in any
case shall entitle Panda of Nepal to any other or further notice
or demand in similar or other circumstances or constitute a
waiver of the rights of the Trustee or either of the Lenders to
any other or further action in any circumstances without notice
or demand.

     Section 10.9.  Severability.  Any provision of this
Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability but that shall
not invalidate the remaining provisions of this Agreement or
affect such provision in any other jurisdiction.

     Section 10.10.  Communications.  All documents to be
furnished or communications to be given or made under this
Agreement shall be in the English language or, if in another
language, shall be accompanied by a translation into English
certified by a representative of Panda of Nepal, which
translation shall be the governing version between Panda of
Nepal, the Lenders and the Trustee.

     Section 10.11.  Amendments.  Neither this Agreement nor any
of the terms hereof may be changed, waived, discharged or
terminated unless such change, waiver, discharge or termination
is in writing signed by all of the parties hereto.

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers on the
date first set forth above.

                            PANDA OF NEPAL



                            By:
                               Name:
                               Title:


                           INTERNATIONAL FINANCE CORPORATION,
                               as Lender



                           By:
                              Name:
                              Title: Authorized Signatory




                           DEG-DEUTSCHE INVESTITIONS-und
                           ENTWICKLUNGSGESELLSCHAFT mbH,
                                as Lender



                           By:
                              Name:
                              Title:


                           WILMINGTON TRUST COMPANY, not in
                               its individual capacity but
                               solely as Trustee under the
                               Trust and Retention Agreement



                           By:
                              Name:
                              Title:



                             EXHIBIT A

                    Financing Statement Filings


          1.   UCC-1 Financing Statement filed at the Secretary of
          State of Delaware, showing Wilmington Trust Company, as
          Trustee, with respect to the Collateral.

          2.   UCC-1 Financing Statement filed at the Secretary of
          State of New York, showing Wilmington Trust Company, as
          Trustee, with respect to the Collateral.