EXHIBIT NO. 10.153
                              ISDA
          International Swap Dealers Association, Inc.


                        MASTER AGREEMENT

                  Dated as of December 12, 1997


Bhote  Koshi  Power  Company  Private Limited  and  International
Finance Corporation have entered and/or anticipate entering  into
one  or more transactions (each a "Transaction") that are or will
be governed by this Master Agreement, which includes the schedule
(the "Schedule"), and the documents and other confirming evidence
(each  a "Confirmation") exchanged between the parties confirming
those Transactions.

Accordingly, the parties agree as follows:

1.   Interpretation

(a)   Definitions.  The terms defined in Section 14  and  in  the
Schedule will have the meanings therein specified for the purpose
of this Master Agreement.

(b)   Inconsistency.   In the event of any inconsistency  between
the  provisions of the Schedule and the other provisions of  this
Master Agreement, the Schedule will prevail.  In the event of any
inconsistency between the provisions of any Confirmation and this
Master Agreement (including the Schedule), such Confirmation will
prevail for the purpose of the relevant Transaction.

(c)   Single  Agreement.  All Transactions are  entered  into  in
reliance  on  the  fact  that  this  Master  Agreement  and   all
Confirmations  form  a  single  agreement  between  the   parties
(collectively referred to as this "Agreement"), and  the  parties
would not otherwise enter into any Transactions.

2.   Obligations

(a)  General Conditions:

     (i)  Each party will make each payment or delivery specified
     in  each Confirmation to be made by it, subject to the other
     provisions of this Agreement.

     (ii)  Payments under this Agreement will be made on the  due
     date  for  value  on that date in the place of  the  account
     specified in the relevant Confirmation or otherwise pursuant
     to  this Agreement, in freely transferable funds and in  the
     manner  customary  for  payments in the  required  currency.
     Where  settlement  is by delivery (that is,  other  than  by
     payment), such delivery will be made for receipt on the  due
     date  in  the  manner customary for the relevant  obligation
     unless  otherwise specified in the relevant Confirmation  or
     elsewhere in this Agreement.

     (iii)      Each  obligation  of  each  party  under  Section
     2(a)(i)  is subject to (1) the condition precedent  that  no
     Event  of Default or Potential Event of Default with respect
     to  the other party has occurred and is continuing, (2)  the
     condition  precedent  that  no  Early  Termination  Date  in
     respect  of  the relevant Transaction has occurred  or  been
     effectively   designated  and  (3)  each  other   applicable
     condition precedent specified in this Agreement.

(b)   Change of Account.  Either party may change its account for
receiving  a  payment or delivery by giving notice to  the  other
party  at  least five Local Business Days prior to the  scheduled
date  for  the  payment or delivery to which such change  applies
unless  such  other  party gives timely notice  of  a  reasonable
objection to such change.

(c)  Netting.  If on any date amounts would otherwise be payable:

     (i)  in the same currency; and

     (ii) in respect of the same Transaction.

by  each  party  to the other, then, on such date,  each  party's
obligation   to  make  payment  of  any  such  amount   will   be
automatically  satisfied and discharged  and,  if  the  aggregate
amount  that  would  otherwise have been  payable  by  one  party
exceeds  the  aggregate  amount that would  otherwise  have  been
payable  by the other party, replaced by an obligation  upon  the
party by whom the larger aggregate amount would have been payable
to  pay  to  the  other party the excess of the larger  aggregate
amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that
a net amount will be determined in respect of all amounts payable
on  the  same  date  in  the same currency  in  respect  of  such
Transactions, regardless of whether such amounts are  payable  in
respect of the same Transaction.  The election may be made in the
Schedule  or a Confirmation by specifying that subparagraph  (ii)
above  will  not  apply to the Transactions identified  as  being
subject  to  the  election, together with the starting  date  (in
which  case subparagraph (ii) above will not, or will  cease  to,
apply to such Transactions from such date).  This election may be
made  separately  for different groups of Transactions  and  will
apply  separately  to each pairing of Offices through  which  the
parties make and receive payments or deliveries.

(d)  Deduction or Withholding for Tax.

     (i)   Gross-Up.  All payments under this Agreement  will  be
     made  without any deduction or withholding for or on account
     of  any Tax unless such deduction or withholding is required
     by  any  applicable law, as modified by the practice of  any
     relevant governmental revenue authority, then in effect.  If
     a  party  is  so required to deduct or withhold,  then  that
     party ("X") will:

          (1)   promptly  notify the other party  ("Y")  of  such
          requirement;

          (2)   pay  to the relevant authorities the full  amount
          required to be deducted or withheld (including the full
          amount  required  to be deducted or withheld  from  any
          additional  amount  paid by X to Y under  this  Section
          2(d))  promptly  upon the earlier of  determining  that
          such  deduction or withholding is required or receiving
          notice that such amount has been assessed against Y;

          (3)   promptly forward to Y an official receipt  (or  a
          certified  copy),  or  other  documentation  reasonably
          acceptable  to  Y,  evidencing  such  payment  to  such
          authorities; and

          (4)  if such Tax is an Indemnifiable Tax, pay to Y,  in
          addition  to  the  payment  to  which  Y  is  otherwise
          entitled  under this Agreement, such additional  amount
          as  is necessary to ensure that the net amount actually
          received  by Y (free and clear of Indemnifiable  Taxes,
          whether  assessed against X or Y) will equal  the  full
          amount  Y would have received had no such deduction  or
          withholding  been required.  However,  X  will  not  be
          required  to  pay any additional amount  to  Y  to  the
          extent  that  it would not be required to be  paid  but
          for:

               (A)   the  failure by Y to comply with or  perform
               any   agreement  contained  in  Section   4(a)(i),
               4(a)(iii) or 4(d); or

               (B)   the  failure of a representation made  by  Y
               pursuant  to Section 3(f) to be accurate and  true
               unless  such  failure would not have occurred  but
               for (I) any action taken by a taxing authority, or
               brought  in a court of competent jurisdiction,  on
               or  after  the  date  on which  a  Transaction  is
               entered into (regardless of whether such action is
               taken  or brought with respect to a party to  this
               Agreement) or (II) a Change in Tax Law.

     (ii) Liability.  If:

          (1)   X  is required by any applicable law, as modified
          by  the  practice of any relevant governmental  revenue
          authority,  to  make any deduction  or  withholding  in
          respect  of  which X would not be required  to  pay  an
          additional amount to Y under Section 2(d)(i)(4);

          (2)  X does not so deduct or withhold; and

          (3)   a  liability resulting from such Tax is  assessed
          directly against X.

     then, except to the extent Y has satisfied or then satisfies
     the  liability resulting from such Tax, Y will promptly  pay
     to  X  the  amount of such liability (including any  related
     liability  for interest, but including any related liability
     for penalties only if Y has failed to comply with or perform
     any  agreement  contained in Section 4(a)(i),  4(a)(iii)  or
     4(d)).

(e)  Default Interest; Other Amounts.  Prior to the occurrence or
effective designation of an Early Termination Date in respect  of
the   relevant  Transaction,  a  party  that  defaults   in   the
performance  of  any  payment  obligation  will,  to  the  extent
permitted by law and subject to Section 6(c), be required to  pay
interest (before as well as after judgment) on the overdue amount
to the other party on demand in the same currency as such overdue
amount, for the period from (and including) the original due date
for  payments to (but excluding) the date of actual  payment,  at
the  Default Rate.  Such interest will be calculated on the basis
of  daily compounding and the actual number of days elapsed.  If,
prior  to  the occurrence or effective designation  of  an  Early
Termination Date in respect of the relevant Transaction, a  party
defaults  in  the performance of any obligation  required  to  be
settled by delivery, it will compensate the other party on demand
if and to the extent provided for in the relevant Confirmation or
elsewhere in this Agreement.

3.   Representations

Each  party  represents to the other party (which representations
will be deemed to be repeated by each party on each date on which
a   Transaction  is  entered  into  and,  in  the  case  of   the
representations  in  Section  3(f),  at  all  times   until   the
termination of this Agreement) that:

(a)  Basic Representations.

     (i)   Status.   It  is duly organised and  validly  existing
     under  the  laws of the jurisdiction of its organisation  or
     incorporation  and,  if relevant under such  laws,  in  good
     standing;

     (ii) Powers.  It has the power to execute this Agreement and
     any  other documentation relating to this Agreement to which
     it  is  a  party, to delivery this Agreement and  any  other
     documentation relating to this Agreement that it is required
     by  this Agreement to deliver and to perform its obligations
     under this Agreement any obligations it has under any Credit
     Support  Document to which it is a party and has  taken  all
     necessary  action to authorise such execution, delivery  and
     performance;

     (iii)       No   Violation  or  Conflict.   Such  execution,
     delivery and performance do not violate or conflict with any
     law  applicable  to it, any provision of its  constitutional
     documents,  any  order or judgment of  any  court  or  other
     agency  of government applicable to it or any of its  assets
     or any contractual restriction binding on or affecting it or
     any of its assets;

     (iv) Consents.  All governmental and other consents that are
     required  to have been obtained by it with respect  to  this
     Agreement or any Credit Support Document to which  it  is  a
     party  have  been obtained and are in full force and  effect
     and  all  conditions of any such consents have been complied
     with; and

     (v)    Obligations  Binding.   Its  obligations  under  this
     Agreement and any Credit Support Document to which it  is  a
     party  constitute its legal, valid and binding  obligations,
     enforceable  in  accordance  with  their  respective   terms
     (subject    to    applicable   bankruptcy,   reorganisation,
     insolvency, moratorium or similar laws affecting  creditors'
     rights  generally  and  subject, as  to  enforceability,  to
     equitable  principles of general application (regardless  of
     whether enforcement is sought in a proceeding inequity or at
     law)).

(b)  Absence of Certain Events.  No Event of Default or Potential
Event  of  Default or, to its knowledge, Termination  Event  with
respect to it has occurred and is continuing and no such event or
circumstance  would  occur as a result of its  entering  into  or
performing  its obligations under this Agreement  or  any  Credit
Support Document to which it is a party.

(c)   Absence  of Litigation.  There is not pending  or,  to  its
knowledge,  threatened against it or any of  its  Affiliates  any
action,  suit  or proceeding at law or in equity  or  before  any
court,  tribunal, governmental body, agency or  official  or  any
arbitrator  that  is likely to affect the legality,  validity  or
enforceability against it of this Agreement or any Credit Support
Document  to  which it is a party or its ability to  perform  its
obligations under this Agreement or such Credit Support Document.

(d)    Accuracy   of  Specified  Information.    All   applicable
information that is furnished in writing by or on behalf of it to
the other party and is identified for the purpose of this Section
3(d) in the Schedule is, as of the date of the information, true,
accurate and complete in every material respect.

(e)  Payer Tax Representation.  Each representation specified  in
the  Schedule as being made by it for the purpose of this Section
3(e) is accurate and true.

(f)  Payee Tax Representations.  Each representation specified in
the  Schedule as being made by it for the purpose of this Section
3(f) is accurate and true.

4.   Agreements

Each  party  agrees with the other that, so long as either  party
has  or may have any obligation under this Agreement or under any
Credit Support Document to which it is a party:

(a)  Furnish Specified Information.  It will deliver to the other
party  or,  in certain cases under subparagraph (iii)  below,  to
such government or taxing authority as the other party reasonably
directs:

     (i)   any  forms,  documents  or  certificates  relating  to
     taxation specified in the Schedule or any Confirmation;

     (ii)  any other documents specified in the Schedule  or  any
     Confirmation; and

     (iii)      upon  reasonable demand by such other party,  any
     form   or  document  that  may  be  required  or  reasonably
     requested in writing in order to allow such other  party  or
     its  Credit  Support Provider to make a payment  under  this
     Agreement or any applicable Credit Support Document  without
     any deduction or withholding for or on account of any Tax or
     with  such  deduction or withholding at a reduced  rate  (so
     long as the completion, execution or submission of such form
     or  document  would not materially prejudice  the  legal  or
     commercial position of the party in receipt of such demand),
     with  any such form or document to be accurate and completed
     in  a manner reasonably satisfactory to such other party and
     to  be  executed  and  to be delivered with  any  reasonably
     required certification,

in  each  case  by  the date specified in the  Schedule  or  such
Confirmation  or,  if none is specified, as  soon  as  reasonably
practicable.

(b)  Maintain Authorisations.  It will use all reasonable efforts
to  maintain  in  full  force  and effect  all  consents  of  any
governmental or other authority that are required to be  obtained
by  it  with  respect  to this Agreement or  any  Credit  Support
Document  to  which  it is a party and will  use  all  reasonable
efforts to obtain any that may become necessary in the future.

(c)   Comply with Laws.  It will comply in all material  respects
with all applicable laws and orders to which it may be subject if
failure  so  to  comply would materially impair  its  ability  to
perform  its  obligations  under this  Agreement  or  any  Credit
Support Document to which it is a party.

(d)   Tax  Agreement.  It will give notice of any  failure  of  a
representation made by it under Section 3(f) to be  accurate  and
true promptly upon learning of such failure.

(e)   Payment of Stamp Tax.  Subject to Section 11, it  will  pay
any  Stamp  Tax  levied or imposed upon it or in respect  of  its
execution  or performance of this Agreement by a jurisdiction  in
which  it is incorporated, organised, managed and controlled,  or
considered  to  have  its seat, or in which a  branch  or  office
through  which it is acting for the purpose of this Agreement  is
located  ("Stamp Tax Jurisdiction") and will indemnify the  other
party  against  any Stamp Tax levied or imposed  upon  the  other
party or in respect of the other party's execution or performance
of this Agreement by any such Stamp Tax Jurisdiction which is not
also a Stamp Tax Jurisdiction with respect to the other party.

5.   Events of Default and Termination Events.

(a)   Events of Default.  The occurrence at any time with respect
to a party or, if applicable, any Credit Support Provider of such
party  or  any  Specified Entity of such  party  of  any  of  the
following  events constitutes an event of default (an  "Event  of
Default") with respect to such party:

     (i)   Failure  to Pay or Deliver.  Failure by the  party  to
     make, when due, any payment under this Agreement or delivery
     under  Section 2(a)(i) or 2(e) required to be made by it  if
     such  failure is not remedied on or before the  third  Local
     Business  Day after notice of such failure is given  to  the
     party;

     (ii)  Breach of Agreement.  Failure by the party  to  comply
     with  or perform any agreement or obligation (other than  an
     obligation  to  make  any payment under  this  Agreement  or
     delivery under Section 2(a)(i) or 2(e) or to give notice  of
     a  Termination  Event or any agreement or  obligation  under
     Section  4(a)(i), 4(a)(iii) or 4(d)) to be complied with  or
     performed by the party in accordance with this Agreement  if
     such failure is not remedied on or before the thirteenth day
     after notice of such failure is given to the party;

     (iii)     Credit Support Default.

          (1)   Failure  by  the  party  or  any  Credit  Support
          Provider  of  such party to comply with or perform  any
          agreement  or  obligation  to  be  complied   with   or
          performed  by it in accordance with any Credit  Support
          Document  if  such  failure  is  continuing  after  any
          applicable grace period has elapsed;

          (2)   the  expiration  or termination  of  such  Credit
          Support  Document  or the failing or  ceasing  of  such
          Credit  Support Document to be in full force and effect
          for the purpose of this Agreement (in either case other
          than  in  accordance  with  its  terms)  prior  to  the
          satisfaction  of  all obligations of such  party  under
          each  Transaction to which such Credit Support Document
          relates without the written consent of the other party;
          or

          (3)    the   party  or  such  Credit  Support  Provider
          disaffirms, disclaims, repudiates or rejects, in  whole
          or  in part, or challenges the validity of, such Credit
          Support Document;

     (iv)  Misrepresentation.   A representation  (other  than  a
     representation under Section 3(e) or (f)) made  or  repeated
     or  deemed to have been made or repeated by the party or any
     Credit  Support Provider of such party in this Agreement  or
     any Credit Support Document proves to have been incorrect or
     misleading in any material respect when made or repeated  or
     deemed to have been made or repeated;

     (v)   Default under Specified Transaction.  The  party,  any
     Credit  Support  Provider of such party  or  any  applicable
     Specified  Entity  of  such  party  (1)  defaults  under   a
     Specified  Transaction  and,  after  giving  effect  to  any
     applicable notice requirement or grace period, there  occurs
     a  liquidation of, an acceleration of obligations under,  or
     an  early  termination of, that Specified  Transaction,  (2)
     defaults,  after  giving  effect to  any  applicable  notice
     requirement  or  grace  period, in  making  any  payment  or
     delivery due on the last payment, delivery or exchange  date
     of,  or  any  payment on early termination of,  a  Specified
     Transaction  (or such default continues for at  least  three
     Local  Business  Days  if  there  is  no  applicable  notice
     requirement  or grace period) or (3) disaffirms,  disclaims,
     repudiates  or  rejects, in whole or in  part,  a  Specified
     Transaction (or such action is taken by any person or entity
     appointed or empowered to operate it or act on its behalf);

     (vi) Cross Default.  If "Cross Default" is specified in  the
     Schedule  as  applying  to  the  party,  the  occurrence  or
     existence  of  (1)  a  default, event of  default  or  other
     similar condition or event (however described) in respect of
     such party, any Credit Support Provider of such party or any
     applicable Specified Entity of such party under one or  more
     agreements or instruments relating to Specified Indebtedness
     of   any  of  them  (individually  or  collectively)  in  an
     aggregate  amount of not less than the applicable  Threshold
     Amount (as specified in the Schedule) which has resulted  in
     such Specified Indebtedness becoming, or becoming capable at
     such  time  of  being declared, due and payable  under  such
     agreements  or  instruments, before it would otherwise  have
     been  due  and payable or (2) a default by such party,  such
     Credit   Support   Provider   or   such   Specified   Entity
     (individually  or  collectively)  in  making  one  or   more
     payments  on the due date thereof in an aggregate amount  of
     not  less  than the applicable Threshold Amount  under  such
     agreement  or  instrument  (after  giving  effect   to   any
     applicable notice requirement or grace period);

     (vii)       Bankruptcy.   The  party,  any  Credit   Support
     Provider of such party or any applicable Specified Entity of
     such party;

          (1)    is   dissolved  (other  than   pursuant   to   a
          consolidation,  amalgamation or  merger);  (2)  becomes
          insolvent  or is unable to pay its debts  or  fails  or
          admits  in writing its inability generally to  pay  its
          debts   as  they  become  due;  (3)  makes  a   general
          assignment, arrangement or composition with or for  the
          benefit  of  its  creditors;  (4)  institutes  or   has
          instituted  against it a proceeding seeking a  judgment
          of  insolvency or bankruptcy or any other relief  under
          any  bankruptcy or insolvency law or other similar  law
          affecting creditors' rights, or a petition is presented
          for its winding-up or liquidation, and, in the case  of
          any such proceeding or petition instituted or presented
          against it, such proceeding or petition (A) results  in
          a  judgment of insolvency or bankruptcy or the entry of
          an  order for relief or the making of an order for  its
          winding-up  or  liquidation or (B)  is  not  dismissed,
          discharged, stayed or restrained in each case within 30
          days  of  the institution or presentation thereof;  (5)
          has  a  resolution passed for its winding-up,  official
          management  or  liquidation (other than pursuant  to  a
          consolidation, amalgamation or merger);  (6)  seeks  or
          becomes subject to the appointment of an administrator,
          provisional liquidator, conservator, receiver, trustee,
          custodian or other similar official for it or  for  all
          or  substantially all of its assets; (7) has a  secured
          party  take possession of all or substantially all  its
          assets   or  has  a  distress,  execution,  attachment,
          sequestration  or other legal process levied,  enforced
          or  sued  on  or against all or substantially  all  its
          assets and such secured party maintains possession,  or
          any  such process is not dismissed, discharged,  stayed
          or  restrained, in each case within 30 days thereafter;
          (8)  causes or is subject to any event with respect  to
          it   which,   under   the  applicable   laws   of   any
          jurisdiction,  has an analogous effect to  any  of  the
          events specified in clauses (1) to (7) (inclusive);  or
          (9)  takes  any action in furtherance of, or indicating
          its consent to, approval of, or acquiescence in, any of
          the foregoing acts; or

     (viii)     Merger  Without Assumption.   The  party  or  any
     Credit  Support  Provider  of  such  party  consolidates  or
     amalgamates  with, or merges with or into, or transfers  all
     or  substantially all its assets to, another entity and,  at
     the  time  of  such consolidation, amalgamation,  merger  or
     transfer:

          (1)   the  resulting,  surviving or  transferee  entity
          fails  to  assume all the obligations of such party  or
          such  Credit  Support Provider under this Agreement  or
          any   Credit  Support  Document  to  which  it  or  its
          predecessor was a party by operation of law or pursuant
          to  an  agreement reasonably satisfactory to the  other
          party to this Agreement; or

          (2)   the benefits or any Credit Support Document  fail
          to  extend (without the consent of the other party)  to
          the   performance  by  such  resulting,  surviving   or
          transferee   entity  of  its  obligations  under   this
          Agreement.

(b)  Termination Events.  The occurrence at any time with respect
to a party or, if applicable, any Credit Support Provider of such
party  or  any  Specified  Entity of  such  party  of  any  event
specified  below  constitutes  an  Illegality  if  the  event  is
specified in (i) below, a Tax Event if the event is specified  in
(ii) below, a Tax Event Upon Merger if the event is specified  in
(iii)  below,  and if specified to be applicable, a Credit  Event
Upon  Merger if the event is specified pursuant to (iv) below  or
an  Additional  Termination  Event  if  the  event  is  specified
pursuant to (v) below:

     (i)   Illegality.  Due to the adoption of, or any change in,
     any applicable law after the date of which a Transaction  is
     entered  into, or due to the promulgation of, or any  change
     in,  the interpretation by any court, tribunal or regulatory
     authority with competent jurisdiction of any applicable  law
     after such date, it becomes unlawful (other than as a result
     of  a  breach by the party of Section 4(b)) for  such  party
     (which will be the Affected Party):

          (1)   to  perform any absolute or contingent obligation
          to  make  a payment or delivery or to receive a payment
          or delivery in respect of such Transaction or to comply
          with  any  other  material provision of this  Agreement
          relating to such Transaction; or

          (2)  to perform, or for any Credit Support Provider  of
          such   party  to  perform,  any  contingent  or   other
          obligation  which  the party (or  such  Credit  Support
          Provider)   has  under  any  Credit  Support   Document
          relating to such Transaction;

     (ii)  Tax  Event.  Due to (x) any action taken by  a  taxing
     authority,  or brought in a court of competent jurisdiction,
     on  or after the date on which a Transaction is entered into
     (regardless of whether such action is taken or brought  with
     respect to a party to this Agreement) or (y) a Change in Tax
     Law,  the party (which will be the Affected Party) will,  or
     there is a substantial likelihood that it will, on the  next
     succeeding Scheduled Payment Date (1) be required to pay  to
     the  other  party  an additional amount  in  respect  of  an
     Indemnifiable  Tax  under  Section  2(d)(i)(4)  (except   in
     respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or
     (2) receive a payment from which an amount is required to be
     deducted  or withheld for or on account of a Tax (except  in
     respect  of interest under Section 2(e), 6(d)(ii)  or  6(e))
     and  no  additional amount is required to be paid in respect
     of  such Tax under Section 2(d)(i)(4) (other than by  reason
     of Section 2(d)(i)(4)(A) or (B));

     (iii)      Tax  Event Upon Merger.  The party (the "Burdened
     Party")  on the next succeeding Scheduled Payment Date  will
     either  (1)  be  required  to pay an  additional  amount  in
     respect  of  an  Indemnifiable Tax under Section  2(d)(i)(4)
     (except  in respect of interest under Section 2(e), 6(d)(ii)
     or  6(e)) or (2) receive a payment from which an amount  has
     been  deducted  or  withheld  for  or  on  account  of   any
     Indemnifiable Tax in respect of which the other party is not
     required  to pay an additional amount (other than by  reason
     of Section 2(d)(i)(4)(A) or (B)), in either case as a result
     of  a  party consolidating or amalgamating with, or  merging
     with  or into, or transferring all or substantially all  its
     assets to, another entity (which will be the Affected Party)
     where such action does not constitute an event described  in
     Section 5(a)(viii);

     (iv)  Credit  Event  Upon Merger.   If  "Credit  Event  Upon
     Merger"  is  specified in the Schedule as applying  to  such
     party, such party ("X"), any Credit Support Provider of X or
     any  applicable  Specified  Entity  of  X  consolidates   or
     amalgamates  with, or merges with or into, or transfers  all
     or  substantially all its assets to, another entity and such
     action  does  not constitute an event described  in  Section
     5(1)(viii)   but  the  creditworthiness  of  the  resulting,
     surviving  or  transferee entity is materially  weaker  than
     that  of  X, such Credit Support Provider or such  Specified
     Entity, as the case may be, immediately prior to such action
     (and,  in  such event, X or its successor or transferee,  as
     appropriate, will be the Affected Party); or

     (v)   Additional  Termination  Event.   If  any  "Additional
     Termination  Event"  is specified in  the  Schedule  or  any
     Confirmation as applying, the occurrence of such event (and,
     in  such event, the Affected party or Affected Parties shall
     be as specified for such Additional Termination Event in the
     Schedule or such Confirmation).

(c)    Event  of  Default  and  Illegality.   If  an   event   or
circumstance which would otherwise constitute or give rise to  an
Event  of  Default  also constitutes an Illegality,  it  will  be
treated  as  an Illegality and will not constitute  an  Event  of
Default.

6.   Early Termination

(a)   Right to Terminate Following Event of Default.  If  at  any
time an Event of Default with respect to a party (the "Defaulting
Party") has occurred and is then continuing, the other party (the
"Non-defaulting Party") may, by not more than 20 days  notice  to
the  Defaulting Party specifying the relevant Event  of  Default,
designate a day not earlier than the day such notice is effective
as  an  Early  Termination  Date in respect  of  all  outstanding
Transactions.   If,  however, "Automatic  Early  Termination"  is
specified in the Schedule as applying to a party, then  an  Early
Termination Date in respect of all outstanding Transactions  will
occur  immediately upon the occurrence with respect to such party
of  an  Event of Default specified in Section 5(a)(vii)(1),  (3),
(5), (6) or, to the extent analogous thereto, (8), and as of  the
time  immediately  preceding  the  institution  of  the  relevant
proceeding or the presentation of the relevant petition upon  the
occurrence  with  respect to such party of an  Event  of  Default
specified  in  Section 5(a)(vii)(4) or, to the  extent  analogous
thereto, (8).

(b)  Right to Terminate the Following Termination Event.

     (i)   Notice.   If a Termination Event occurs,  an  Affected
     Party  will, promptly upon becoming aware of it, notify  the
     other party, specifying the nature of that Termination Event
     and  each Affected Transaction and will also give such other
     information about that Termination Event as the other  party
     may reasonably require.

     (ii)  Transfer  to Avoid Termination Event.   If  either  an
     Illegality  under Section 5(b)(i)(1) or a Tax  Event  occurs
     and there is only one Affected Party, or if a Tax Event Upon
     Merger  occurs and the Burdened Party is the Affected Party,
     the  Affected  Party will, as a condition to  its  right  to
     designate  an Early Termination Date under Section 6(b)(iv),
     use  all  reasonable efforts (which will  not  require  such
     party  to  incur  a  loss, excluding immaterial,  incidental
     expenses)  to transfer within 20 days after it gives  notice
     under  Section 6(b)(i) all its rights and obligations  under
     this  Agreement  in respect of the Affected Transactions  to
     another   of  its  Offices  or  Affiliates  so   that   such
     Termination Event ceases to exist.

     If the Affected Party is not able to make such a transfer it
     will  give  notice to the other party to that effect  within
     such  20  day period, whereupon the other party  may  effect
     such  a  transfer within 30 days after the notice  is  given
     under Section 6(b)(i).

     Any  such  transfer by a party under this  Section  6(b)(ii)
     will  be  subject to and conditional upon the prior  written
     consent  of  the  other party, which  consent  will  not  be
     withheld  if such other party's policies in effect  at  such
     time  would  permit it to enter into transactions  with  the
     transferee on the terms proposed.

     (iii)      Two  Affected  Parties.  If an  Illegality  under
     Section  5(b)(i)(1) or a Tax Event occurs and there are  two
     Affected Parties, each party will use all reasonable efforts
     to  reach  agreement within 30 days after notice thereof  is
     given  under  Section  6(b)(i)  on  action  to  avoid   that
     Termination Event.

     (iv) Right to Terminate.  If:

          (1)   a transfer under Section 6(b)(ii) or an agreement
          under  Section 6(b)(iii), as the case may be,  has  not
          been effected with respect to all Affected Transactions
          within  30  days after an Affected Party  gives  notice
          under Section 6(b)(i); or

          (2)   an  Illegality under Section 5(b)(i)(2), a Credit
          Event  Upon  Merger or an Additional Termination  Event
          occurs,  or  a  Tax Event Upon Merger  occurs  and  the
          Burdened Party is not the Affected Party, either  party
          in the case of an Illegality, the Burdened Party in the
          case of a Tax Event Upon Merger, any Affected Party  in
          the  case  of  a Tax Event or an Additional Termination
          Event if there is more than one Affected Party, or  the
          party which is not the Affected Party in the case of  a
          Credit  Event Upon Merger or an Additional  Termination
          Event  if there is only one Affected Party may, by  not
          more  than  20  days  notice to  the  other  party  and
          provided  that the relevant Termination Event  is  then
          continuing,  designate a day not earlier than  the  day
          such  notice is effective as an Early Termination  Date
          in respect of all Affected Transactions.

(c)  Effect of Designation.

     (i)   If  notice  designating an Early Termination  Date  is
     given under Section 6(a) or (b), the Early Termination  Date
     will  occur  on the date so designated, whether or  not  the
     relevant  Event  of  Default or Termination  Event  is  then
     continuing

     (ii) Upon the occurrence or effective designation of an
     Early Termination Date, no further payments or deliveries
     under Section 2(a)(i) or 2(e) in respect of the Terminated
     Transactions will be required to be made, but without
     prejudice to the other provisions of this Agreement.  The
     amount, if any, payable in respect of an Early Termination
     Date shall be determined pursuant to Section 6(e).

(d)  Calculations.

     (i)  Statement.     On or as soon as reasonably practicable
     following the occurrence of an Early Termination Date, each
     party will make the calculations on its part, if any,
     contemplated by Section 6(e) and will provide to the other
     party a statement (1) showing, in reasonable detail, such
     calculations (including all relevant quotations and
     specifying  any amount payable to its to be paid.  In the
     balance of written confirmation from the source of a
     quotation obtained in determining a Market Quotation, the
     records of the party obtaining such quotation will be
     conclusive evidence of the existence and accuracy of such
     quotation.

     (ii) Payment Date.  An amount calculated as being due in
     respect of any Early Termination Date under Section 6(e)
     will be payable on the day that notice of the amount payable
     is effective (in the case of an Early Termination Date which
     is designated  or occurs as a result of an Event of Default)
     and on the day which is two Local Business Days after the
     day on which notice of the amount payable is effective (in
     the case of an Early Termination Date which is designated as
     a result of a Termination Event.  Such amount will be paid
     together with (to the extent permitted under applicable law)
     interest thereon (before as well as after judgement) in the
     Termination Currency, from (and including) the relevant
     Early Termination Date to (but excluding) the date such
     amount is paid, at the Applicable Rate.  Such interest will
     be calculated on the basis of daily compounding and the
     actual number of days elapsed.

(e)  Payments on Early Termination.  If an Early Termination Date
occurs, the following provisions shall apply based on the
parties' election in the Schedule of a payment measure, either
`Market Quotation" or "Loss', and a payment method, either the
"First Method" or the "Second Method".  If the parties fail to
designate a payment measure or payment method in the Schedule, it
will be deemed that "Market Quotation" or the "Second Method", as
the case may be, shall apply.  The amount, if any, payable in
respect of an early Termination Date and determined pursuant to
this Section will be subject to any Set-off

     (i)  Events of Default.  If the Early Termination Date results
          from an Event of Default

          (1)  First Method and Market Quotation.   If the First Method and
          Market Quotation apply, the Defaulting Party will pay to the Non-
          defaulting Party the excess, if a positive number, of (A) the sum
          of the Settlement Amount (determined by the Non-defaulting Party)
          in respect of the Terminated Transactions and the Termination
          Currency Equivalent of the Unpaid Amounts owing to the Non-
          defaulting party over (B) the Termination Currency Equivalent of
          the Unpaid Amounts owing to the Defaulting Party.

          (2)  First Method and Loss.  If the First Method and Loss apply,
          the Defaulting Party will pay to the Non-defaulting Party, if a
          positive number, the Non-defaulting Party's Loss in respect of
          this Agreement

          (3)  Second Method and Market Quotation.  If the Second Method
          and Market Quotation apply, an amount will be payable equal to
          (A) the sum of the Settlement Amount (determined by the Non-
          defaulting Party) in respect of the Terminated Transactions and
          the Termination Currency Equivalent of the Unpaid Amounts owing
          to the Non-defaulting Party less (B) the Termination Currency
          Equivalent of the Unpaid Amounts owing to the Defaulting Party.
          If that amount is a positive number, the Defaulting Party will
          pay it to the Non-defaulting Party; if it is a negative number,
          the Non-defaulting Party will pay the absolute value of that
          amount to the Defaulting Party.

          (4)  Second Method and Loss.  If the Second Method and Loss
          apply, an amount will be payable equal to the Non-defaulting
          Party's Loss in respect to of this Agreement.  If that amount is
          a positive number, the Defaulting Party will pay it to the Non-
          defaulting Party; if it is a negative number, the Non-defaulting
          Party will pay the absolute value of that amount to the
          Defaulting Party.

     (ii) Termination Events,  If the Early Termination Date
     results from a Termination Event:

          (1)  One Affected Party.  If there is one Affected Party, the
          amount payable will be determined in accordance with Section
          6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4),
          if Loss applies, except that, in either case, references to the
          Defaulting Party and to the Non-defaulting Party will be deemed
          to be references to the Affected Party and the party which is not
          the Affected Party, respectively, and, if Loss applies and fewer
          than all the Transactions are being terminated, Loss shall be
          calculated in respect of all Terminated Transactions.

          (2)  Two Affected Parties. If there are two Affected Parties:

               (A)  if Market Quotation applies, each party will
               determine a Settlement Amount in respect of the
               Terminated Transactions. and an amount will be
               payable equal to (I) the sum of (a) one-behalf of
               the difference between the Settlement Amount of
               the party with the higher Settlement Amount ("X")
               and the Settlement Amount of the party with the
               lower Settlement Amount ("Y") and (b) the
               Termination Currency Equivalent of the Unpaid
               Amounts owing to X less (II) the Termination
               Currency Equivalent of the Unpaid Amounts owing to
               Y; and

               (B)  if Loss applies, each party will determine its Loss
               in respect of this Agreement (or, if fewer than all the
               Transactions are being terminated, in respect of all
               Terminated Transactions) and an amount will be payable
               equal to one-half of the difference between the Loss of
               the party with the higher Loss ("X") and the Loss of the
               party with the lower Loss ("Y").

          If  the amount payable is a positive number, Y will pay
          it  to  X; if it is a negative number, X will  pay  the
          absolute value of that amount to Y.

     (iii)     Adjustment for Bankruptcy.  In circumstances where an
     Early  Termination  Date  occurs  because  "Automatic  Early
     Termination" applies in respect of a party, the amount determined
     under this Section 6(e) will be subject to such adjustments as
     are appropriate and permitted by law to reflect payments  or
     deliveries made by one party to the other under this Agreement
     (and retained by such other party) during the period from the
     relevant  Early  Termination Date to the  date  for  payment
     determined under Section 6(d)(ii).

     (iv)   Pre-Estimate.   The  parties  agree  that  if  Market
     Quotation  applies an amount recoverable under this  Section
     6(e) is a reasonable pre-estimate of loss and not a penalty.
     Such  amount is payable for the loss of bargain and the loss
     of  protection against future risks and except as  otherwise
     provided in this Agreement neither party will be entitled to
     recover  any  additional damages as a  consequence  of  such
     losses.

7.   Transfer

Subject  to  Section  6(b)(ii), neither this  Agreement  nor  any
interest  or  obligation  in  or  under  this  Agreement  may  be
transferred (whether by way of security or otherwise)  by  either
party  without  the  prior written consent of  the  other  party,
except that:

(a)   a party may make such a transfer of this Agreement pursuant
to  a consolidation or amalgamation with, or merger with or into,
or  transfer  of all or substantially all its assets to,  another
entity (but without prejudice to any other right or remedy  under
this Agreement); and

(b)   a party may make such a transfer of all or any part of  its
interest  in  any  amount payable to it from a  Defaulting  Party
under Section 6(e).

Any  purported  transfer  that is not  in  compliance  with  this
Section will be void.

8.   Contractual Currency

(a)   Payment  in the Contractual Currency.  Each  payment  under
this Agreement will be made in the relevant currency specified in
this Agreement for that payment (the "Contractual Currency").  To
the  extent permitted by applicable law, any obligation  to  make
payments  under this Agreement in the Contractual  Currency  will
not  be  discharged or satisfied by any tender  in  any  currency
other  than  the Contractual Currency, except to the extent  such
tender  results  in  the actual receipt by  the  party  to  which
payment is owed, acting in a reasonable manner and in good  faith
in  converting  the  currency so tendered  into  the  Contractual
Currency, of the full amount in the Contractual Currency  of  all
amounts payable in respect of this Agreement.  If for any  reason
the amount in the Contractual Currency so received falls short of
the amount in the Contractual Currency payable in respect of this
Agreement,  the party required to make the payment will,  to  the
extent   permitted  by  applicable  law,  immediately  pay   such
additional amount in the Contractual Currency as may be necessary
to compensate for the shortfall.  If for any reason the amount in
the  Contractual Currency so received exceeds the amount  in  the
Contractual  Currency payable in respect of this  Agreement,  the
party  receiving the payment will refund promptly the  amount  of
such excess.

(b)   Judgements.  To the extent permitted by applicable law,  if
any  judgment  or order expressed in a currency  other  than  the
Contractual  Currency  is rendered (i) for  the  payment  of  any
amount  owing in respect of this Agreement, (ii) for the  payment
of  any  amount relating to any early termination in  respect  of
this  Agreement or (iii) in respect of a judgement  or  order  of
another court for the payment of any amount described in  (i)  or
(ii) above, the party seeking recovery, after recovery in full of
the aggregate amount to which such party is entitled pursuant  to
the  judgment  or order, will be entitled to receive  immediately
from  the  other  party  the  amount  of  any  shortfall  of  the
Contractual  Currency received by such party as a consequence  of
sums paid in such other currency and will refund promptly to  the
other  party  any excess of the Contractual Currency received  by
such  party as a consequence of sums paid in such other  currency
if  such  shortfall  or such excess arises or  results  from  any
variation  between the rate of exchange at which the  Contractual
Currency is converted into the currency of the judgement or order
for  the  purposes  of such judgment or order  and  the  rate  of
exchange  at  which such party is able, acting  in  a  reasonable
manner and in good faith in converting the currency received into
the  Contractual  Currency, to purchase the Contractual  Currency
with the amount of the currency of the judgment or order actually
received  by  such party.  The term "rate of exchange"  includes,
without limitation, any premiums and costs of exchange payable in
connection   with  the  purchase  of  or  conversion   into   the
Contractual Currency.

(c)  Separate Indemnities.  To the extent permitted by applicable
law,   these  indemnities  constitute  separate  and  independent
obligations from the other obligations in this Agreement, will be
enforceable  as separate and independent causes of  action,  will
apply  notwithstanding any indulgence granted  by  the  party  to
which  any payment is owned and will not be affected by  judgment
being  obtained or claim or proof being made for any  other  sums
payable in respect of this Agreement.

(d)   Evidence  of Loss.  For the purpose of this Section  8,  it
will  be sufficient for a party to demonstrate that it would have
suffered a loss had an actual exchange or purchase been made.

9.   Miscellaneous

(a)   Entire  Agreement.  This Agreement constitutes  the  entire
agreement  and understanding of the parties with respect  to  its
subject  matter and supersedes all oral communication  and  prior
writings with respect thereto.

(b)  Amendments.  No amendment, modification or waiver in respect
of  this Agreement will be effective unless in writing (including
a  writing evidenced by a facsimile transmission) and executed by
each  of  the parties or confirmed by an exchange of  telexes  or
electronic messages on an electronic messaging system.

(c)   Survival  of  Obligations.  Without prejudice  to  Sections
2(a)(iii) and 6(c)(ii), the obligations of the parties under this
Agreement will survive the termination of any Transaction.

(d)   Remedies Cumulative.  Except as provided in this Agreement,
the  rights,  powers, remedies and privileges  provided  in  this
Agreement are cumulative and not exclusive of any rights, powers,
remedies and privileges provided by law.

(e)  Counterparts and Confirmations.

     (i)   This  Agreement (and each amendment, modification  and
     waiver  in  respect of it) may be executed and delivered  in
     counterparts (including by facsimile transmission), each  of
     which will be deemed an original.

     (ii)  The parties intend that they are legally bound by  the
     terms  of  each  Transaction from the moment they  agree  to
     those  terms  (whether orally or otherwise).  A Confirmation
     shall  be  entered into as soon as practicable  and  may  be
     executed   and  delivered  in  counterparts  (including   by
     facsimile  transmission) or be created  by  an  exchange  of
     telexes  or  by  an exchange of electronic  messages  on  an
     electronic  messaging system., which in each  case  will  be
     sufficient for all purposes to evidence a binding supplement
     to  this  Agreement.   The parties will specify  therein  or
     through  another effective means that any such  counterpart,
     telex or electronic message constitutes a Confirmation.

(f)   No Waiver of Rights.  A failure or delay in exercising  any
right,  power or privilege in respect of this Agreement will  not
be  presumed  to  operate as a waiver, and a  single  or  partial
exercise of any right, power or privilege will not be presumed to
preclude any subsequent or further exercise, of that right, power
or  privilege  or  the  exercise of any  other  right,  power  or
privilege.

(g)   Headings.   The  headings used in this  Agreement  are  for
convenience  of  reference  only  and  are  not  to  affect   the
construction of or to be taken into consideration in interpreting
this Agreement.

10.  Offices; Multibranch Parties

(a)   If  Section 10(a) is specified in the Schedule as applying,
each party that enters into a Transaction through an Office other
than  its head or home office represents to the other party that,
notwithstanding  the place of booking office or  jurisdiction  of
incorporation  or organization of such party, the obligations  of
such party are the same as if it had entered into the Transaction
through  its  head or home office.  This representation  will  be
deemed  to  be  repeated by such party on each date  on  which  a
Transaction is entered into.

(b)   Neither party may change the Office through which it  makes
and  receives  payments  or  deliveries  for  the  purpose  of  a
Transaction without the prior written consent of the other party,

(c)   If  a  party  is specified as a Multibranch  Party  in  the
Schedule, such Multibranch Party may make and receive payments or
deliveries under any Transaction through any Office listed in the
Schedule,  and  the  Office through which it makes  and  receives
payments  or  deliveries with respect to a  Transaction  will  be
specified in the relevant Confirmation.

11.  Expenses

A  Defaulting Party will, on demand, indemnify and hold  harmless
the  other  party  for  and against all reasonable  out-of-pocket
expenses,  including legal fees and Stamp Tax, incurred  by  such
other  party by reason of the enforcement and protection  of  its
rights  under  this Agreement or any Credit Support  Document  to
which  the Defaulting Party is a party or by reason of the  early
termination  of  any Transaction, including but not  limited  to,
costs of collection.

12.  Notices

(a)  Effectiveness.  Any notice or other communication in respect
of  this  Agreement may be given in any manner  set  forth  below
(except that a notice or other communication under Section 5 or 6
may   not  be  given  by  facsimile  transmission  or  electronic
messaging system) to the address or number or in accordance  with
the   electronic  messaging  system  details  provided  (see  the
Schedule) and will be deemed effective as indicated:

     (i)  if in writing and delivered in person or by courier, on
     the date it is delivered;

     (ii)  if  sent by telex, on the date the recipient's  answer
     back is received;

     (iii)      if  sent by facsimile transmission, on  the  date
     that  transmission is received by a responsible employee  of
     the  recipient  in legible form (it being  agreed  that  the
     burden of proving receipt will be on the sender and will not
     be  met  by  transmission report generated by  the  sender's
     facsimile machine);

     (iv) if  sent by certified  or registered mail (airmail,  if
     overseas)  or the equivalent (return receipt requested),  on
     the  date  that  mail  is  delivered  or  its  delivery   is
     attempted; or

     (v)   if  sent by electronic messaging system, on  the  date
     that electronic message is received, unless the date of that
     delivery  (or  attempted  delivery)  or  that  receipt,   as
     applicable,   is   not  a  Local  Business   Day   or   that
     communication  is delivered (or attempted) or  received,  as
     applicable, after the close of business on a Local  Business
     Day,  in which case that communication shall be deemed given
     and  effective on the first following day that  is  a  Local
     Business Day.

(b)  Change  of  Addresses.  Either party may by  notice  to  the
     other  change  the  address, telex or  facsimile  number  or
     electronic  messaging system details  at  which  notices  or
     other communications are to be given to it.

13.  Governing Law and Jurisdiction

(a)   Governing  Law.   This Agreement will be  governed  by  and
construed in accordance with the law specified in the Schedule.

(b)    Jurisdiction.   With  respect  to  any  suit,  action   or
proceedings  relating  to  this Agreement  ("Proceedings"),  each
party irrevocably:

     (i)   submits to the jurisdiction of the English courts,  if
     this  Agreement is expressed to be governed by English  law,
     or  to  the non-exclusive jurisdiction of the courts of  the
     State  of  New  York  and the United States  District  Court
     located  in  the Borough of Manhattan in New York  City,  if
     this  Agreement is expressed to be governed by the  laws  of
     the State of New York; and

     (ii)  waives any objection which it may have at any time  to
     the  laying of venue of any Proceedings brought in any  such
     court,  waives  any  claim that such Proceedings  have  been
     brought  in  an  inconvenient forum and further  waives  the
     right to object, with respect to such Proceedings, that such
     court does not have any jurisdiction over such party.

Nothing  in  this Agreement precludes either party from  bringing
Proceedings in any other jurisdiction (outside, if this Agreement
is  expressed  to  be  governed by English law,  the  Contracting
States, as defined in Section 1(3) of the Civil Jurisdiction  and
Judgements  Act  1982  or  any  modification,  extension  or  re-
enactment  thereof  for the time being in  force)  nor  will  the
bringing of Proceedings in any one or more jurisdictions preclude
the bringing of Proceedings in any other jurisdiction.

(c)   Service  of Process.  Each party irrevocably  appoints  the
Process  Agent  (if  any)  specified opposite  its  name  in  the
Schedule to receive, for it and on its behalf, service of process
in  any Proceedings.  If for any reason any party's Process Agent
is  unable  to act as such, such party will promptly  notify  the
other party and within 30 days appoint a substitute process agent
acceptable  to the other party.  The parties irrevocably  consent
to service of process given in the manner provided for notices in
Section  12.  Nothing in this Agreement will affect the right  of
either  party  to serve process in any other manner permitted  by
law.

(d)  Waiver of Immunities.  Each party irrevocably waives, to the
fullest  extent  permitted by applicable  law,  with  respect  to
itself and its revenues and assets (irrespective of their use  or
intended  use),  all immunity on the grounds  of  sovereignty  or
other  similar  grounds from (i) suit, (ii) jurisdiction  of  any
court,  (iii)  relief by way of injunction,  order  for  specific
performance or for recovery of property, (iv) attachment  of  its
assets  (whether before or after judgment) and (v)  execution  or
enforcement of any judgment to which it or its revenues or assets
might  otherwise be entitled in any Proceedings in the courts  of
any  jurisdiction and irrevocably agrees, to the extent permitted
by  applicable law, that it will not claim any such  immunity  in
any Proceedings.

14.  Definitions

As used in this Agreement:

"Additional  Termination  Event" has  the  meaning  specified  in
Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination
Event  consisting of an Illegality, Tax Event or Tax  Event  Upon
Merger,  all  Transactions affected by  the  occurrence  of  such
Termination  Event and (b) with respect to any other  Termination
Event, all Transactions.

"Affiliate"  means, subject to the Schedule, in relation  to  any
person,  any  entity controlled, directly or indirectly,  by  the
person,  any  entity that controls, directly or  indirectly,  the
person  or any entity directly or indirectly under common control
with  the  person.  For this purpose, "control" of any entity  or
person  means ownership of a majority of the voting power of  the
entity or person.

"Applicable Rate" means:

(a)    in respect of obligations payable or deliverable (or which
would have been but for Section 2(a)(iii)) by a Defaulting Party,
the Default Rate;

(b)   in  respect of an obligation to pay an amount under Section
6(e)  of  either  party from and after the  date  (determined  in
accordance  with  Section  6(d)(iii)  on  which  that  amount  is
payable, the Default Rate;

(c)   in  respect of all other obligations payable or deliverable
(or  which would have been but for Section 2(a)(iii)) by  a  Non-
defaulting Party, the Non-default Rate; and

(d)  in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change  in Tax Law" means the enactment, promulgation, execution
or ratification of, or any change in or amendment to, any law (or
in  the  application or official interpretation of any law)  that
occurs on or after the date on which the relevant Transaction  is
entered into.

"consent"  includes  a consent, approval, action,  authorization,
exemption,  notice,  filing,  registration  or  exchange  control
consent.

"Credit  Event Upon Merger" has the meaning specified in  Section
5(b).

"Credit Support Document" means any agreement or instrument  that
is specified as such in this Agreement.

"Credit  Support  Provider"  has the  meaning  specified  in  the
Schedule.

"Default  Rate" means a rate per annum equal to the cost (without
proof  or evidence of any actual cost) to the relevant payee  (as
certified  by  it) if it were to fund or of funding the  relevant
amount plus 1% per annum.

"Defaulting Party" has the meaning specified in Section 6(a).

"Early  Termination Date" means the date determined in accordance
with Section 6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and,
if applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not
be imposed in respect of a payment under this Agreement but for a
present  or  former  connection between the jurisdiction  of  the
government  or  taxation  authority imposing  such  Tax  and  the
recipient  of such payment or a person related to such  recipient
(including,  without limitation, a connection arising  from  such
recipient  or  related person being or having been a  citizen  or
resident  of  such  jurisdiction,  or  having  or  having  had  a
permanent  establishment  or fixed  place  of  business  in  such
jurisdiction, but excluding a connection arising solely from such
recipient or related person having executed, delivered, performed
its  obligations or received a payment under, or  enforced,  this
Agreement or a Credit Support Document).

"law"  includes any treaty, law, rule or regulation (as modified,
in  the  case  of  tax matters, by the practice of  any  relevant
governmental  revenue authority) and "lawful and "unlawful"  will
be construed accordingly.

"Local  Business Day" means, subject to the Schedule,  a  day  on
which  commercial banks are open for business (including dealings
in  foreign  exchange  and  foreign  currency  deposits)  (a)  in
relation to any obligation under Section 2(a)(i), in the place(s)
specified  in the relevant Confirmation or, if not so  specified,
as  otherwise  agreed  by the parties in  writing  or  determined
pursuant  to provisions contained, or incorporated by  reference,
in  this Agreement, (b) in relation to any other payment, in  the
place where the relevant account is located and, if different, in
the  principal financial centre, if any, of the currency of  such
payments,  (c)  in relation to any notice or other communication,
including notice contemplated under Section 5(a)(i), in the  city
specified  in  the address for notice provided by  the  recipient
and, in the case of a notice contemplated by Section 2(b), in the
place where the relevant new account is to be located and (d)  in
relation  to  Section 5(a)(v)(2), in the relevant  locations  for
performance with respect to such Specified Transaction.

"Loss"  means,  with respect to this Agreement  or  one  or  more
Terminated  Transactions, as the case may be, and  a  party,  the
Termination   Currency  Equivalent  of  an  amount   that   party
reasonably  determines in good faith to be its  total  Terminated
Transaction or group of Terminated Transactions, as the case  may
be,  including any loss of bargain, cost of funding  or,  at  the
election  of  such party but without duplication,  loss  or  cost
incurred  as a result of its terminating, liquidating,  obtaining
or  reestablishing any hedge or related trading position (or  any
gain resulting from any of them).  Loss includes losses and costs
(or gains) in respect of any payment or delivery required to have
been  made  (assuming  satisfaction of each applicable  condition
precedent) on or before the relevant Early Termination  Date  and
not  made,  except,  so  as  to  avoid  duplication,  if  Section
6(e)(i)(1)  or  (3)  or 6(e)(ii)(2)(A) applies.   Loss  does  not
include  a party's legal fees and out-of-pocket expenses referred
to  under Section 11.  A party will determine its Loss as of  the
relevant  Early  Termination Date, or, if that is not  reasonably
practicable, as of the earliest date thereafter as is  reasonably
practicable.  A party may (but need not) determine  its  Loss  by
reference to quotations of relevant rates or prices from  one  or
more leading dealers in the relevant markets.

"Market  Quotation" means, with respect to one or more Terminated
Transactions  and  a  party making the determination,  an  amount
determined  on  the  basis of quotations from  reference  Market-
makers.  Each quotation will be for an amount, if any, that would
be paid to such party (expressed as a negative number) or by such
party  (expressed  as a positive number) in consideration  of  an
agreement  between such party (taking into account  any  existing
Credit  Support Document with respect to the obligations of  such
party)  and  the quoting Reference Market-maker to enter  into  a
transaction (the "Replacement Transaction") that would  have  the
effect  of  preserving for such party the economic equivalent  of
any  payment  or delivery (whether the underlying obligation  was
absolute  or  contingent and assuming the  satisfaction  of  each
applicable  condition  precedent) by the  parties  under  Section
2(a)(i)  in  respect of such Terminated Transaction or  group  of
Terminated Transactions that would, but for the occurrence of the
relevant  Early Termination Date, have  been required after  that
date.   For  this  purpose.  Unpaid Amounts  in  respect  of  the
Terminated Transaction or group of Terminated Transactions are to
be excluded but, without limitation, any payment or delivery that
would,  but  for the relevant Early Termination Date,  have  been
required  (assuming  satisfaction of  each  applicable  condition
precedent)  after that Early Termination Date is to be  included.
The   Replacement   Transaction  would   be   subject   to   such
documentation  as  such  documentation  as  such  party  and  the
Reference  Market-maker  may, in good faith,  agree.   The  party
making  the  determination  (or  its  agent)  will  request  each
reference  Market-maker to provide its quotation  to  the  extent
reasonably practicable as of the same day and time(without regard
to  different time zones) on or as soon as reasonably practicable
after  the relevant Early Termination Date.  The day and time  as
of  which those quotations are to be obtained will be selected in
good  faith  by  the party obliged to make a determination  under
Section   6(e),   and,  if  each  party  is  so  obliged,   after
consultation  with the other.  If more than three quotations  are
provided, the Market Quotation will be the arithmetic mean of the
quotations,  without regard to the quotations having the  highest
and   lowest  values.   If  exactly  three  such  quotations  are
provided,  the  Market Quotation will be the quotation  remaining
after  disregarding the highest and lowest quotations.  For  this
purpose, if more than one quotation has the same highest value or
lowest  value, then one of such quotations shall be  disregarded.
If  fewer  than three quotations are provided, it will be  deemed
that   the   Market  Quotation  in  respect  of  such  Terminated
Transaction  or  group  of  Terminated  Transactions  cannot   be
determined.

"Non-default  Rate"  means a rate per annum  equal  to  the  cost
(without  proof  or  evidence of any actual  cost)  to  the  Non-
defaulting  Party  (as certified by it) if it were  to  fund  the
relevant amount.

"Non-defaulting  Party" has the meaning as specified  in  Section
6(a).

"Office" means a branch or office of a party, which may  be  such
party's head or home office.

"Potential  Event  of Default" means any event  which,  with  the
giving  of  notice or the lapse of time or both, would constitute
an Event of Default.

"Reference  Market-makers"  means four  leading  dealers  in  the
relevant  market  selected  by the  party  determining  a  Market
Quotation  in  good faith (a) from among dealers of  the  highest
credit  standing which satisfy all the criteria that  such  party
applies generally at the time in deciding whether to offer or  to
make  an  extension of credit and (b) to the extent  practicable,
from among such dealers having an office in the same city.

"Relevant  Jurisdiction"  means, with respect  to  a  party,  the
jurisdictions (a) in which the party is incorporated,  organised,
managed and controlled or considered to have its seat, (b)  where
an  Office through which the party is acting for purposes of this
Agreement  is  located,  (c) in which  the  party  executes  this
Agreement  and  (d) in relation to any payment, from  or  through
which such payment is made.

"Scheduled  Payment Date" means, with respect  to  a  party,  the
jurisdictions (a) in which the party is incorporated,  organised,
managed and controlled or considered to have its seat, (b)  where
an  Office through which the party is acting for purposes of this
Agreement  is  located,  (c) in which  the  party  executes  this
Agreement  and  (d) in relation to any payment, from  or  through
which such payment is made.

"Set-off" means set-off, offset, combination of accounts,  rights
or  retention  or withholding or similar right or requirement  to
which  the  payer  of an amount under Section 6  is  entitled  or
subject  (whether arising under this Agreement, another contract,
applicable law or otherwise) that is exercised by, or imposed on,
such payer.

"Settlement Amount" means, with respect to a party and any  Early
Termination Date, the sum of:

(a)  the Termination Currency Equivalent of the Market Quotations
(whether positive or negative) for each Terminated Transaction or
group of Terminated Transactions for which a Market Quotation  is
determined; and

(b)  such party's Loss (whether positive or negative and  without
reference  to any Unpaid Amounts) for each Terminated Transaction
or  group of Terminated Transactions for which a Market Quotation
cannot  be  determined or would not (in the reasonable belief  of
the  party  making  the  determination)  produce  a  commercially
reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified  Indebtedness" means, subject  tot  he  Schedule,  any
obligation  (whether present or future, contingent or  otherwise,
as  principal  or  surety or otherwise) in  respect  of  borrowed
money.

"Specified Transaction" means, subject to the Schedule,  (a)  any
transaction  (including an agreement with  respect  thereto)  now
existing  or  hereafter entered into between one  party  to  this
Agreement  (or any Credit Support Provider of such party  or  any
applicable Specified Entity of such party) and the other party to
this  Agreement  (or any Credit Support Provider  of  such  other
party  or  any  applicable Specified Entity of such other  party)
which  is  a  rate  swap transaction, basis  swap,  forward  rate
transaction, commodity swap, commodity option, equity  or  equity
index  swap, equity or equity index option, bond option, interest
rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-
currency  rate  swap transaction, currency option  or  any  other
similar transaction (including any option with respect to any  of
these  transactions), (b) any combination of  these  transactions
and   (c)   any  other  transaction  identified  as  a  Specified
Transaction in this Agreement or the relevant confirmation.

"Stamp  Tax"  means  any  stamp, registration,  documentation  or
similar tax.

"Tax"  means  any  present  or future tax,  levy,  impost,  duty,
charge,  assessment  or  fee of any nature  (including  interest,
penalties  and  additions  thereto)  that  is  imposed   by   any
government  or other taxing authority in respect of  any  payment
under   this   Agreement   other  than  a  stamp,   registration,
documentation or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated  Transactions"  means  with  respect  to  any   Early
Termination Date (a) if resulting from a Termination  Event,  all
Affected  Transactions  and (b) if resulting  from  an  Event  of
Default,  all Transactions (in either case) in effect immediately
before  the  effectiveness of the notice designating  that  Early
Termination  Date (or, if "Automatic Early Termination"  applies,
immediately before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount
denominated   in  the  Termination  Currency,  such   Termination
Currency  amount and, in respect of any amount denominated  in  a
currency   other  than  the  Termination  Currency  (the   "Other
Currency"), the amount in the Termination Currency determined  by
the party making the relevant determination as being required  to
purchase  such amount of such Other currency as at  the  relevant
Early  Termination Date, or, if the relevant Market Quotation  or
Loss (as the case may be), is determined as of a later date, that
later  date, with the Termination Currency at the rate  equal  to
the spot exchange rate of the foreign exchange agent (selected as
provided below) for the purchase of such Other Currency with  the
Termination Currency at or about 11:00 a.m. (in the city in which
such foreign exchange agent is located) on such date as would  be
customary  for the determination of such a rate for the  purchase
of   such  Other  currency  for  value  on  the  relevant   Early
Termination Date or that later date.  The foreign exchange  agent
will,  of only one party is obliged to make a determination under
Section  6(e),  be  selected in good  faith  by  that  party  and
otherwise will be agreed by the parties.

"Termination  Event" means an Illegality, a Tax Event  or  a  Tax
Event  Upon  Merger or, if specified to be applicable,  a  Credit
Event Upon Merger or an Additional Termination Event.

"Termination Rate: means a rate per annum equal to the arithmetic
mean  of the cost (without proof or evidence of any actual  cost)
to  each party (as certified by such party) if it were to fund or
of funding such amounts.

"Unpaid  Amounts" owing to any party means, with  respect  to  an
Early  Termination Date, the aggregate of (a) in respect  of  all
Terminated Transactions, the amounts that become payable (or that
would  have  become  payable but for Section 2(a)(iii))  to  such
party under Section 2(a)(i) on or prior to such Early Termination
Date  and  which remain unpaid as at such Early Termination  Date
and  (b)  in  respect of each Termination Transaction,  for  each
obligation  under Section 2(a)(i) which was (or would  have  been
but  for Section 2(a)(iii) required to be settled by delivery  to
such  party on or prior to such Early Termination Date and  which
has  not  been so settled as at such Early Termination  Date,  an
amount equal to the fair market value of that which was (or would
have  been)  required  to  be  delivered  as  of  the  originally
scheduled date for delivery, in each case together with  (to  the
extent  permitted under applicable law) interest, in the currency
of  such  amounts, from (and including) the date such amounts  or
obligations were or would have been required to have been paid or
performed to (but excluding) such Early Termination Date, at  the
Applicable Rate.  Such amounts of interest will be calculated  on
the  basis  of  daily compounding and the actual number  of  days
elapsed.  The fair market value of any obligation referred to  in
clause(b)  above  shall  be reasonably determined  by  the  party
obliged to make the determination under Section 6(e) or, if  each
party  is  so obliged, it shall be the average of the termination
Currency   Equivalents  of  the  fair  market  values  reasonably
determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the
respective  dates  specified below  with  effect  from  the  date
specified on the first page of this document.



Bhote Koshi Power Company     International Finance Corporation
Private Limited


By: /s/ William C. Nordlund           By: /s/ N. Moukarbel
    Name:  William C. Nordlund            Name:  Nabil Moukarbel
    Date   December 12, 1997              Date:  December 12, 1997