EXHIBIT NO. 10.138.02
                          CHANGE ORDER
                             TO THE
                  AMENDED AND RESTATED CONTRACT
                             FOR THE
            ENGINEERING, PROCUREMENT AND CONSTRUCTION
                             OF THE
             UPPER BHOTE KOSHI HYDROELECTRIC PROJECT



CHANGE ORDER NO. 002


Recitals:

1.   Whereas  in accordance with Article 6, the Owner herein  has
     requested a Change to the Contract and the Parties have mutually
     agreed to this Change Order No. 002;

2.   Whereas  Financial Closing shall not occur on or before  May
     1, 1997, and that the Owner wishes to provide Contractor with
     sufficient funds for the payment for the Work, in accordance with
     Article 7.2 of the Contract, until such time as Financial Closing
     occurs;

3.   Whereas  pursuant to Recital No. 2 above, the  Parties  have
     otherwise mutually agreed, in accordance with Article 5.3 of the
     contracts, that the Owner shall be allowed to issue an Interim
     Notice to Proceed (as defined below) without the occurrence of
     Financial Closing; and

4.   Whereas, the Owner and the Financing Parties require that an
     Acceptable Letter of Credit be issued to replace the Performance
     Guarantee  attached as Exhibit G in the  Contract,  and  the
     Contractor shall make diligent efforts to obtain the Acceptable
     Letter of Credit (as defined below).

A.   Defined Terms:

For  the  purposes  of this Change Order No. 002,  the  following
terms shall apply:

"Interim  Notice to Proceed" shall mean a Notice  from  Owner  to
Contractor  to  perform the Work under the  Contract  during  the
Interim Notice to Proceed Period.

"Interim  Notice to Proceed Period" shall mean the  time  between
the  date of the Interim Notice to Proceed and the earlier of the
date of Financial Closing or November 30, 1997.

"Acceptable  Letter  of Credit" shall mean a stand-by  letter  of
credit  issued in a form and substance acceptable  to  Owner  and
Financing Parties and from a financial institution acceptable  to
Owner and Financing Parties.

Pursuant thereto and as evidence of the agreement of the Parties,
this  Change  Order No. 002 is hereby executed and  confirmed  as
provided below.

B.   Special Considerations:

1.   The  Parties  agree that the Owner shall  issue  an  Interim
     Notice to Proceed prior to Financial Closing as provided  in
     Article 5.3 and notwithstanding any other provision  of  the
     Contract, and further that the Owner represents that there will
     be sufficient funds available to make payments under Article 7
     until such time as Financial Closing occurs.

2.   Upon  issuance of the Interim Notice to Proceed (as  allowed
     under  this Change Order No. 002), Contractor shall continue
     performance of the Work as required and in accordance with the
     terms of the Contract.

3.   Within  seven (7) Days of the issuance of the Interim Notice
     to Proceed, provided that the Contractor has provided the Interim
     Performance Guarantee as defined in Section 5 below, the Owner
     shall pay to Contractor a mobilization payment in the mutually
     agreed  upon amount equal to US$3,451,507.00 which shall  be
     inclusive of the agreed upon value of the Work performed through
     April 30, 1997 under the Change Order No. 001, details of which
     are attached as Exhibit 1.

4.   The  Parties agree that: (1) the Contractor shall diligently
     seek to provide an Acceptable Letter of Credit substantially in
     the form and substance attached hereto as Exhibit 2, which shall
     supersede Exhibit G of the Contract, prior to May 31, 1997, and
     (2) if the Acceptable Letter of Credit is not provided by the
     Contractor on or before May 31, 1997, Owner shall be entitled to
     withhold payments until such time as the Acceptable Letter of
     Credit  is  provided by the Contractor, unless  the  Parties
     otherwise mutually agree.

5.   Contractor  shall  amend  the  Limited  Notice  to   Proceed
     Performance Guarantee (as defined in Change Order  No.  001)
     provided by the Contractor under Change Order No. 001 to: (1)
     extend the term until the earlier of the effective date of the
     Acceptable Letter of Credit or the date of expiration of the
     Interim Notice to Proceed Period, and (2) increase the amount to
     US$3,400,000.00 (hereinafter defined as the "Interim Performance
     Guarantee").  Upon the occurrence of one of the events listed in
     sub-section 1 above, Owner shall release the Interim Performance
     Guarantee by written notice to the Interim Performance Guarantee
     issuer.

6.   This  Change Order No. 002 shall supersede Change Order  No.
     001,  which shall be and hereby automatically rescinded upon
     issuance of the Interim Notice to Proceed and shall be of no
     further force or effect.

7.   Article  15.3.1  of  the  Contract is  amended  to  read  as
     follows:

     "15.3.1   Upon  Notice  to Owner, Contractor  may  terminate
               this   Contract  if  Financial  Closing  has   not
               occurred by November 30, 1997 and Owner has failed
               to  make timely payments during the Interim Notice
               to  Proceed Period provided, however, that failure
               to  make  such payments is not during a period  in
               which  the  payment  is  being  disputed  in  good
               faith."

8.   If  during the Interim Notice to Proceed Period, Owner fails
     to make a timely payment of amounts due to Contractor under this
     Contract, which failure continues for a period of sixty (6) Days
     after Notice of such non-payment, Contractor may terminate the
     Contract,  provided, however, that the failure to make  such
     payment is not during a period in which the payment is being
     disputed in good faith.

9.   If Contractor terminates the Contract pursuant to Sections 7
     and 8 above, Owner shall pay to Contractor a Termination Payment
     as defined in Article 15.2.2 of the Contract.  Owner shall give
     Notice to the issuing bank to cancel the Acceptable Letter of
     Credit, and within thirty (30) Days of termination by Contractor,
     Owner  shall  return the retainage, less taxes  required  by
     Applicable Law, as the date of such termination.  Owner shall
     release  such retainage for taxes at such time as Contractor
     provides documentation that the taxes have been paid.

10.  Except  as  amended by this Change Order No. 002, all  other
     terms and conditions of the Contract are hereby ratified and
     confirmed and shall remain in full force and effect.

11.  This  Change  Order  No.  002 shall  constitute  the  entire
     agreement between Owner and Contractor relating to the subject
     matter hereof, shall operate as an amendment to the Contract and
     shall be deemed to be a part of the Contract.

12.  The  effective date of this Change Order No.  002  shall  be
     April 30, 1997.

C.   Cost Adjustments:

Pursuant  to Article 6.1.1 of the Contract, Contractor shall  not
be  deemed  to have waived all cost claims or offsets  associated
with  the issuance of the Acceptable Letter of Credit under  this
Change  Order  No. 002.  Contractor, herein, provides  Notice  to
Owner  that  any reasonable costs, if applicable, and  documented
proof  thereof, shall be submitted on or before May 10, 1997  for
Owner's review and approval.

D.   Schedule Adjustments:

The Critical Dates in Article 5.2.3 are amended as follows:

          Milestones                              Critical Date

Start Mobilization                                     6/01/97

Health, Safety and Environmental Plan Complete         6/01/97

Owner's Office and Residence Complete                  7/01/97

Surge Shaft Complete                                   6/01/98

Headrace Tunnel Excavation 50% Complete                7/31/98

Penstock Complete                                      8/01/99

Headrace Tunnel Complete                               8/01/99


Agreed to this 26th day of April 1997 by and between:




OWNER:                        CONTRACTOR
Bhote Koshi Power Company     China Gezhouba Construction Group
Private Limited               Corporation For Water Resources
                              and Hydropower

By:                           By:
     Ted Hollon                    Zhang Chong Jiu
                                   Chief Economist


                            EXHIBIT 1
                 SUMMARY OF MOBILIZATION PAYMENT
                   UNDER CHANGE ORDER No. 002



The mobilization payment, as determined below, under Change Order
No. 002 is inclusive of the estimated value of the Work performed
through April 30, 1997 under Change Order No. 001.


          Net Mobilization Payment           $3,148,916
          LNTP Payment for April 1997        $  302,656
          Overfunding of Milestone No. 4     $      (65)

          Total                              $3,451,507



Agreed to this 26th day of April 1997 by and between:


ACCEPTED:                     ACCEPTED:




By:                           By:
     Ted Hollon                    Mr. Zhang Chong Jiu
     Bhote Koshi Power Company     China Gezhouba Construction
     Private Limited               Group Corporation for
                                   Water Resources and Hydropower


page 1 of 3


                                    Exhibit 1
                         SUMMARY OF MOBILIZATION PAYMENT
                           UNDER CHANGE ORDER No. 002
<TABLE>
<CAPTION>

                                                Authorized    ------- LNTP PAYMENT -------      Agreed to value
                                                Amount Under                      Nego-     as of April 30, 1997
Milestone   Contract Milestone  Change Order    Change Order  -- Already Paid --  tiated    ----------  --------
 Pymt No.   Payment Name        No. 1 Item      No. 001         Feb       Mar     for Apr   Unfinished  Finished


<S>        <C>                  <C>             <C>           <C>       <C>       <C>       <C>        <C>

1          Mobilization         Personnel         $269,500    $103,383  $126,117  $ 40,000  $      -   $  269,500
                                Equipment
                                Mobilization      $272,671    $ 42,042  $204,538  $ 26,091  $      -   $  272,671
                                Worker Camp       $ 75,000    $ 25,000  $ 25,000  $ 25,000  $      -   $   75,000
                                Temporary
                                Batch Plant       $ 30,000    $ 30,000  $      -  $      -  $      -   $   30,000
                                Site Leveling     $ 70,000    $      -  $ 70,000  $      -  $      -   $   70,000

3          Engineering          Desanding
                                Basin Model       $ 50,000    $      -  $      -  $ 50,000  $       -  $   50,000
                                Design            $220,000    $100,000  $ 60,000  $ 60,000  $       -  $  220,000

4          River Crossing #1    River
                                Crossing
                                No. 1             $ 69,575    $69,575   $      -  $      -  $      -   $   69,575

5          River Crossing #2    River
                                Crossing
                                No. 2             $253,035    $     -   $ 14,345  $ 61,565  $177,125   $   75,910

6          Construction Roads   Left Bank
           hw area              Access Road       $ 30,000    $ 30,000  $      -  $      -  $       -  $   30,000

8          Stabilization,       Seepage
           Cutoff Wall          Cutoff            $285,252    $      -  $      -  $ 10,000  $275,252   $   10,000
                                Slope
                                Protection        $154,330    $      -  $      -  $ 30,000  $124,330   $   30,000
                                                ----------    --------  --------  --------  --------   ----------
           Totals                               $1,779,363    $400,000  $500,000  $302,656  $576,707   $1,202,656

</TABLE>
page 2 of 3



<TABLE>
<CAPTION>

Milestone Contract Milestone                                                                          Adjusted
 Payment     Payment Name      Contract       10%         5%      Net Amount   Already     With-      Payment
   No.                          Amount     Retainage  Cont. Tax                  Paid     holding     Request    Comment
                                                                                         Adjustment
<S>       <C>                 <C>         <C>         <C>         <C>         <C>         <C>        <C>         <C>
1         Mobilization        $4,634,000  $(463,400)  $(231,700)  $3,938,900  $(717,171)  $(72,813)  $3,148,916  after
                                                                                                                 LOC
                                                                                                                 issued

3         Engineering         $  773,878  $ (77,388)  $ (38,694)  $  657,796  $(270,000)  $  40,500  $  428,296  RFP
                                                                                                                 expected
                                                                                                                 July 1

4         River Crossing #1   $   69,510  $  (6,951)  $  (3,476)  $   59,064  $ (69,575)  $  10,427  $      (65) Take
                                                                                                                 from mob
                                                                                                                 payment

5         River Crossing #2   $  421,694  $ (42,169)  $ (42,169)  $  358,440  $ (75,910)  $  11,387  $  293,916  RFP
                                                                                                                 expected
                                                                                                                 July 1

6         Construction Roads  $  92,166   $ (92,217)  $ (46,106)  $  783,841  $ (30,000)  $   4,500  $  758,341  RFP
          hw area                                                                                                expected.
                                                                                                                 June 1

8         Stabilization,      $1,955,548  $(195,555)  $ (97,777)  $1,662,216  $ (40,000)  $   6,000  $1,628,216  RFP
          Cutoff Wall                                                                                            expected
                                                                                                                 after
                                                                                                                 Jan '96
                                                                                                                 RFP =
                                                                                                                 Request
                                                                                                                 for
                                                                                                                 payment
</TABLE>
page 3 of 3



       [Form of Letter Agreement Re: EPC Letter of Credit]

[Date]

To:  International Finance Corporation
     2121 Pennsylvania Avenue, N.W.
     Washington, D.C. 20433

     Wilmington Trust Company
     Rodney Square North
     1100 North Market Street
     Wilmington, Delaware 19890-0001
     U.S.A.

Ladies and Gentlemen:

      This  Letter  Agreement  (this  "Agreement")  dated  as  of
________________, 1997, is made among Industrial  and  Commercial
Bank  of  China,  acting  its Singapore branch  (the  "Obligor"),
International Finance Corporation, an international  organization
organized  and  existing by virtue of the  Article  of  Agreement
among   its  member  countries.   ("IFC")  and  Wilmington  Trust
Company, in its capacity as trustee for and on behalf of IFC (the
"Trustee").

      WHEREAS,  the  Obligor has issued its  Irrevocable  Standby
Letter of Credit (the "EPC Peformance Letter of Credit") in favor
of  the Trustee (for and on behalf of IFC) as security in respect
of   the   obligations  of  China  Gezhouba  Construction   Group
Corporation  for  Water  Resources  and  Hydropower   (the   "EPC
Contractor")  under  the Amended and Restated  Contract  for  the
Engineering,  Procurement and Construction  of  the  Upper  Bhote
Koshi  Hydroelectric Project dated December 19,  1996  (the  "EPC
Contract")  between  the EPC Contractor  and  Bhote  Koshi  Power
Company Private Limited.

      WHEREAS, the parties hereto wish to provide for the  future
amendment  of the stated amount of the EPC Performance Letter  of
Credit as provided herein.

     NOW, THEREFORE, the parties hereby agree as follows:

1.   The  sum  referred to in Paragraph 1 of the EPC  Performance
     Letter of Credit shall be amended as follows:

     (i)  Upon  receipt by the Obligor of a certificate from  the
          Trustee or IFC stating that there has been an increase or
          decrease of the Contract Price pursuant to Article 6 of 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
          Trustee  or IFC;

     (ii) Upon  receipt by the Obligor of a certificate from  the
          Trustee or IFC stating that there has been a drawing under the
          EPC Performance Letter of Credit for amounts due from the EPC
          Contractor for Performance Liquidated Damages or Schedule
          Liquidated Damages pursuant to Article 13.3 of the EPC Contract
          and stating the amount of such drawing, the Obligor shall
          increase the amount of the EPC Performance Letter of Credit by
          the amount of any such drawing;

    (iii) Promptly, upon receipt of a certificate at any time and
          from the time to time pursuant to clause (i) or (ii) above from
          the Trustee or IFC, the Obligor shall execute and deliver by
          international courier to the Trustee (or to its order) an
          amendment to the EPC Peformance Letter of Credit, in the from of
          Annex A (correctly completed), confirming the adjustment of the
          amount of the EPC Performance Letter of Credit in accordance with
          the terms hereof.

     2.    This  Agreement shall terminate and  have  no  further
     effect  after the final expiration of the EPC Performance  Letter
     of Credit as provided in such EPC Performance Letter of Credit.

     3.    The  Obligor  hereby agrees not to raise  any  defense
     hereunder  which  would be available to the EPC Contractor  under
     the EPC Contract or otherwise.

     4.   Any notice, request or other communication to be given
     or  made  under  this Agreement shall be in writing  and  may  be
     delivered  by  hand,  airmail,  facsimile,  established   courier
     service  or  telex to the party's address specified below  or  at
     such other address as such party notifies to the other party from
     time  to time and will be effective upon receipt or, in the  case
     of  delivery  by  hand  or by established courier  service,  upon
     refusal to accept delivery.

For Industrial and Commercial Bank of China,
Acting through its Singapore branch



Facsimile:

For IFC:
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20043
Facsimile:

For the Trustee:
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Facsimile:

     5.   This Agreement shall be binding upon he inure to the benefit
     of  the  parties hereto and their respective successors,  assigns
     and  participants, provided, however, that the  Obligor  may  not
     assign  this  Agreement (or any obligations, rights or  interests
     herein) without the prior written consent of the Trustee and IFC.

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

     7.   THIS  AGREEMENT SHALL BE GOVERNED BY AND  CONSTRUED  IN
     ACCORDANCE WITH THE LAWS OF SINGAPORE.

     8.   The Obligor will at any time and from time to time upon the
     written request of IFC or the Trustee, execute and deliver such
     further documents and do such further acts and things as IFC or
     the Trustee may reasonably request in order to effect the
     purposes of this Agreement.

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

     10.  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  and  acknowledged   by   their
respective duly authorized officers or representatives as of
the date first above written.

THE INDUSTRIAL AND COMMERICAL BANK OF CHINA,
ACTING THROUGH ITS SINGAPORE BRANCH

     By:


     ACKNOWLEDGED AND AGREED TO:

INTERNATIONAL FINANCE CORPORATION


     By:
              Authorized Representative




WILMINGTON TRUST COMPANY, as Trustee


By:
            Authorized Representative


                             Annex A

      Form  of  Letter of Amendment to Amount of EPC  Performance
Letter of Credit

Wilmington Trust Company (the "Trustee")
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001


        Amendment to the PEC Performance Letter of Credit

           No.         dated [                  ] 1997

   In favour of Wilmington Trust Company (the "EPC Performance
                        Letter of Credit"

Whereas  we,  Industrial and Commercial  Bank  of  China,  acting
through  its  Singapore  Branch, as the  Obligor  under  the  EPC
Performance  Letter of Credit issued such EPC Performance  Letter
of  Credit in favour of the Trustee on [ ________] 1997 and  have
received  a  certificate  from the  Trustee  in  accordance  with
Paragraph  [1(i) or 1(ii)] of the Letter Agreement  dated  as  of
____________, 1997, among the Industrial and Commercial  Bank  of
China,  acting  through its Singapore Branch,  the  International
Finance Corporation and the Trustee.

NOW THIS AMENDMENT WITNESSETH as follows:

1.   The sum set out in paragraph 1 of the EPC Performance Letter
     of Credit shall be [increased] [reduced] by the amount of US$
     [amount certified  by the Trustee].

2.   As  a consequence of paragraph 1 of this Amendment, the  sum
     set out in paragraph 1 of the EPC Performance Letter of Credit
     shall be amended to [amount specified in paragraph 1 of the EPC
     Performance Letter of Credit 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 EPC Performance Letter
     of Credit shall remain unchanged.

Yours faithfully



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




Form of Irrevocable Standby Letter of Credit for EPC Performance


                                  Dated                 , 1997


To:   Wilmington Trust Company (the "Trustee") of  Rodney  Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
acting  for  and  on behalf of International Finance  Corporation
("IFC"), 2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433


              Irrevocable Standby Letter of Credit


WHEREAS

A.   We  are informed that under the terms of a purported Amended
     and  Restated Contract for the Engineering, Procurement  and
     Construction of the Upper Bhote Koshi Hydroelectric Project dated
     December 19, 1996 (the "EPC Contract") between Bhote Koshi Power
     Company  Private Limited (the "Company") and China  Gezhouba
     Construction Group Corporation for Water Resources and Hydropower
     (the "EPC Contractor), the EPC Contractor has undertaken  to
     design,  supply plant and equipment and construct  a  36  MW
     hydroelectric  facility  on the Bhote  Koshi  River  in  the
     Sindhupalchok District of Nepal (the "Project").

B.   We are informed that under Section 3.26 of the purported EPC
     Contract, the EPC Contractor agreed to provide this Letter of
     Credit as security in respect of the obligations of the  EPC
     Contractor with respect to the Performance Guarantee (as defined
     in the EPC Contract).

By order of the EPC Contractor, Industrial and Commercial Bank of
China, acting through its Singapore branch (the "Obligor") issues
this  Irrevocable Standby Letter of Credit (the "EPC  Performance
Letter of Credit") in favour of the Trustee (for and on behalf of
IFC) upon the following terms and conditions.

1.   Upon receipt by Obligor of a certificate or certificates  in
     compliance with the terms of this EPC Performance Letter  of
     Credit, the Obligor shall pay to the Trustee a sum or sums which
     shall not cumulatively exceed the amount of US$11,600,000.00.

2.   Subject to the other terms of this EPC Performance Letter of
     Credit, payment by the Obligor under this EPC Performance Letter
     of Credit shall be made in accordance with paragraph 3 hereof
     against delivery by letter or [tested telex] to the Obligor at
     [Obligor's address], [telex] number [Obligor's telex number] (or
     such other address or telex number as the Obligor may from time
     to time notify to the Trustee and IFC at its respective above
     mentioned address) of a certificate in the form of Annex 1 dated
     the date of intended delivery thereof.  Such certificate may be
     delivered by either IFC or the Trustee.

3.   If  a  certificate is delivered to the Obligor in accordance
     with paragraph 2 above by 11:00 a.m. on any business day that the
     Obligor is ordinarily open for business, then by 2:00 p.m. of the
     next succeeding business day, the Obligor shall pay in United
     States dollars to the Trustee's account with the bank indicated
     on Annex 1 in same day funds a sum equal to the amount demanded
     of the Obligor hereunder but not exceeding the maximum amount
     available  to  the Trustee from the Obligor under  this  EPC
     Performance Letter of Credit at the time of such payment.

4.   This  is not a contract of guarantee and all payments  which
     are to be made by the Obligor hereunder will be made free and
     clear of and without deduction for or on account of any set-off
     or counterclaim or the raising of any defense which would be
     available  to the EPC Contractor under the EPC  Contract  or
     otherwise.

5.   Multiple  drawings are permitted under this EPC  Performance
     Letter of Credit.

6.   If the Obligor wishes to change the address to which notices
     should be served on it pursuant to paragraph 3 above, then it may
     do so by not less than ten (10) days prior written notice to the
     Trustee and IFC.

7.   Annex  1  hereto  has  been signed by the  Obligor  for  the
     purposes  of identification and shall form part of this  EPC
     Performance Letter of Credit.

8.   This  EPC  Performance Letter of Credit is  irrevocable  and
     shall not be assigned by the Trustee or the Obligor, save that
     the Obligor hereby consents to the assignment by the Trustee of
     the benefit of this EPC Performance Letter of Credit to any one
     or more lenders (or to an agent or trustee acting on their behalf
     or to any other designee of any such lenders) providing finance
     to the Company in connection with the Project and to any person
     acquiring an interest in the Project and undertakes following
     receipt  of  notice of any such assignment to make  payments
     hereunder in accordance with the directions of such assignee.
     The  Obligor  hereby acknowledges and agrees that  this  EPC
     Performance  Letter  of  Credit  is  transferable   to   the
     beneficiary(ies) specified in any such notice of assignment.

9.   This EPC Performance Letter of Credit shall become effective
     on the date hereof and shall expire at the close of business at
     our office in Singapore, on the date which is one (1) year from
     the  date  hereof (the "Stated Expiration Date");  provided,
     however, that the State Expiration Date shall be automatically
     extended for a period of one year effective upon the  Stated
     Expiration  Date and each annual anniversary of  the  Stated
     Expiration Date (each such annual anniversary date being referred
     to herein as the "New Stated Expiration Date") unless, at lease
     sixty (60) days prior to the Stated Expiration Date or any such
     New Stated Expiration Date, as the case may be, we notify the
     Trustee and IFC, by registered mail or similar overnight courier
     service at the above addresses, that this Letter of Credit shall
     not be extended beyond the Stated Expiration Date or the New
     Stated Expiration Date, as the case may be.  If the Trustee or
     IFC  is so notified, the Trustee or IFC may on or before the
     Stated Expiration Date or the New Stated Expiration Date, as the
     case may be, draw the full amount available hereunder.

10.  This  EPC Performance Letter of Credit shall not be modified
     or amended by reference to any instrument or document except as
     expressly provided herein.

11.  This  EPC  Performance Letter of Credit is  subject  to  the
     Uniform  Customs and Practice for Documentary Credits  (1993
     Revision), International Chamber of Commerce Publication NO. 500
     (the "UCP"); provided that this EPC Performance Letter of Credit
     shall be governed and construed in accordance with the laws of
     Singapore to the extent that the UCP is not applicable.


                                   Yours faithfully




                                   (Authorized Signatories)
                                   For and on behalf of
                                   [Name of Obligor]




                             Annex 1

                       Form of Certificate

To:   Industrial and Commercial Bank of China, acting through its
Singapore Branch


 Certificate under the EPC Performance Letter of Credit issue by
                              your

            No.       dated [                 ] 1997

   In favour of Wilmington Trust Company (the "EPC Performance
                       Letter of Credit")


We  refer  to  the EPC Performance Letter of Credit  and  certify
that:

     1.   US$ [specify amount] has become due and payable by the EPC
          Contractor under the EPC Contract and has not been paid; and/or a
          notice has been received from the Issuer indicating that the
          Letter of Credit shall not be extended beyond the Stated
          Expiration Date or the New Stated Expiration Date (as defined in
          the EPC Performance Letter of Credit), as the case may be.

     2.   If applicable, no previous demand has been made of you in
          respect of the above amount.

     3.   We demand payment of US$ [specify amount].

     4.   Payment is to be made to [specify name, address and account
          of bank].

(A  term defined in the EPC Performance Letter of Credit has  the
same meaning in this Certificate).





For and on behalf of
Wilmington Trust Company