EXHIBIT NO. 10.163



                     SHARE PLEDGE AGREEMENT



                              among



                        PANDA BHOTE KOSHI
                           as Pledgor,



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



                               and



                         PANDA OF NEPAL






                  Dated as of the Closing Date
                       TABLE OF CONTENTS


          PRELIMINARY STATEMENTS                                1
          DEFINITIONS                                           1

     ARTICLE 1

                          UNDERTAKINGS

          Section 1.1.  Guarantee                               2
          Section 1.2.  Security for Obligations                3
          Section 1.3.  Delivery of Pledged Collateral          3
          Section 1.4.  Waiver                                  4
          Section 1.5.  Further Assurances                      4
          Section 1.6.  Voting Rights; Dividends, etc           4

     ARTICLE 2

                 REPRESENTATIONS AND WARRANTIES

          Section 2.1.  Power and Authorization;
                        Enforceable Obligations                 5
          Section 2.3.  Government Approval                     6
          Section 2.4.  Ownership                               6
          Section 2.5.  First Lien                              6

     ARTICLE 3
     COVENANTS

          Section 3.1.  Existence                               6
          Section 3.2.  Restriction on Sale and Transfer of
                        Pledged Interest                        6
          Section 3.3.  Defense of Pledged Collateral           6
          Section 3.4.  No Modification                         7

     ARTICLE 4
     POWER OF ATTORNEY

          Section 4.1.  Pledgee as Attorney-in-Fact             7
          Section 4.2.  Pledgee May Perform                     7
          Section 4.3.  Reasonable Care                         7

     ARTICLE 5
     REMEDIES

          Section 5.1.  Substitution for Pledgor                7
          Section 5.2.  Sale of Pledged Collateral              8
          Section 5.3.  Conveyances                             8
          Section 5.4.  Payments Received                       9
          Section 5.5.  Application of Proceeds                 9
          Section 5.6.  Discharge of Purchaser                  9
          Section 5.7.  No Liability                            9
          Section 5.8.  Remedies Cumulative                     9

     ARTICLE 6
     ADDITIONAL RIGHTS OF THE PLEDGEE

          Section 6.1.  Further Assurances                     10
          Section 6.2.  Pledgee                                10

     ARTICLE 7
     INDEMNIFICATION; LIMITATION OF LIABILITY

          Section 7.1.  Indemnification                        10

     ARTICLE 8
     WAIVER

          Section 8.1.  Waivers                                11

     ARTICLE 9
     TERMINATION

          Section 9.1.  Termination                            12

     ARTICLE 10
     MISCELLANEOUS

          Section 10.1.  Notices                               12
          Section 10.2.  Governing Law; Submission to
                         Jurisdiction; Venue                   13
          Section 10.3.  Benefit of Agreement                  14
          Section 10.4.  No Waiver; Remedies Cumulative        14
          Section 10.5.  Severability                          15
          Section 10.6.  Language                              15
          Section 10.7.  Headings Descriptive                  15
          Section 10.8.  Amendment or Waiver                   15
          Section 10.9.  Counterparts                          15

     SCHEDULE A
          SHAREHOLDINGS                                        17

     SCHEDULE B
          Form No. (4)

          Application for Recording Mortgage of Shares         18

     SCHEDULE C
          Form No. (5)

               Application for Transfer of Shares              19




                     SHARE PLEDGE AGREEMENT


           SHARE PLEDGE AGREEMENT (this "Agreement"), dated as of
the  Closing  Date, among PANDA BHOTE KOSHI, an exempted  company
with  limited liability organized and existing under the laws  of
the Cayman Islands (the "Pledgor"), WILMINGTON TRUST COMPANY, not
in  its individual capacity but solely as Trustee under the Trust
and  Retention Agreement (the "Pledgee"), and PANDA OF NEPAL,  an
exempted  company with limited liability organized  and  existing
under the laws of the Cayman Islands (the "Company").

                     PRELIMINARY STATEMENTS

           As  of  the date hereof, the Pledgor is the legal  and
beneficial  owner  of two (2) shares of the  Company  issued  and
outstanding from time to time (the "Shares), which Shares are set
forth  opposite the Pledgor's name in Schedule A attached  hereto
(such Shares, collectively, the "Pledged Shares").

           Bhote Koshi Power Company Private Limited ("BKPC") has
been  granted the right to build, own and operate a 36MW (nominal
net)  hydroelectric power plant in the Sindhupalchok District  of
Nepal.

           IFC  is  willing to provide financing  for  the  power
plant, pursuant to that certain IFC Investment Agreement dated as
of  the  Closing  Date between BKPC and IFC (the "IFC  Investment
Agreement"),  but  only if the Pledgor shall  pledge  its  Shares
pursuant to this Agreement.

           DEG  is  willing to provide financing  for  the  power
plant, pursuant to that certain DEG Investment Agreement dated as
of  the  Closing  Date  between the Company  and  DEG  (the  "DEG
Investment  Agreement,"  and together  with  the  IFC  Investment
Agreement,  the "Investment Agreement"), but only if the  Pledgor
shall pledge its shares pursuant to this Agreement.  (IFC and DEG
are  hereinafter  collectively referred to as the  "Lenders"  and
individually as a "Lender").

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

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

          NOW, THEREFORE, in consideration of each of the Lenders
entering into the Investment Agreement, and to induce each of the
Lenders  to make disbursements thereunder, the Pledgor agrees  as
follows:

                          DEFINITIONS

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


                           ARTICLE 1

                          UNDERTAKINGS


          Section 1.1.  Guarantee.

           (a)   Subject  to Section 7.1(c) hereof,  the  Pledgor
hereby irrevocably and unconditionally guarantees to the Pledgee,
for  the  benefit of the Lenders, the timely performance  by  the
Company  of  all of its obligations under the Loan Documents  and
the other Principal Documents as and when required thereunder and
the  payment  by the Company when due of any and  all  sums  owed
under  the Loan Documents and the other Principal Documents  (the
"Guaranteed Obligations").

             (b)     No    compromise,   alteration,   amendment,
modification, extension, renewal, release or other change of,  or
waiver,  consent or other action in respect of any  liability  or
obligation  under  or  in respect of, or of  any  of  the  terms,
covenants or conditions of the Investment Agreement or any  other
Principal  Document, or any Security, shall in any way  alter  or
affect  the  obligations of the Pledgor hereunder (other  than  a
written  waiver  of  any  obligation hereunder  executed  by  the
Pledgee at the direction of the Lenders).

           (c)  The obligations of the Pledgor under this Section
1.1  are  absolute and unconditional, subject to the  limitations
set forth in Section 7.1(c) hereof.

           (d)   The  Pledgor hereby irrevocably waives,  to  the
extent  it may do so under applicable law, any defense  based  on
the adequacy of a remedy at law which may be asserted as a bar to
the  remedy of specific performance in any action brought against
it.

           (e)  The Pledgor irrevocably waives, to the extent  it
may do so under applicable law, any protection to which it may be
entitled under bankruptcy, liquidation, winding up, insolvency or
similar laws of any jurisdiction in the event of any voluntary or
involuntary  bankruptcy, insolvency, reorganization,  compromise,
dissolution, liquidation, arrangement or adjustment  of  debt  in
respect of the Company (a "Company Bankruptcy").  In the event  a
trustee  in  bankruptcy or debtor-in-possession takes any  action
(including without limitation the institution of any action, suit
or  other proceeding) in a Company Bankruptcy for the purpose  of
enforcing  the  obligations of the Pledgor under this  Agreement,
the  Pledgor  hereby agrees, to the extent it  may  do  so  under
applicable  law,  that it will not assert any defense,  claim  or
counterclaim denying liability hereunder on the basis  that  this
Agreement  is  an  executory contract  that  cannot  be  assumed,
assigned  or enforced.  If a Company Bankruptcy shall occur,  the
Pledgor,  to the extent it may do so under applicable law,  shall
reconfirm  its prepetition waiver of any protection to  which  it
may  be  entitled  under such laws and, to give  effect  to  such
waiver, the Pledgor consents to the assumption and enforcement of
each  provision of this Agreement by the debtor-in-possession  or
the Company's trustee in bankruptcy, as the case may be.

           (f)   The Pledgor hereby irrevocably waives all rights
of  subrogation which may have arisen or may hereafter  arise  in
connection with this Section 1.1 to the claims of the Trustee  or
the Lenders against the Company and all contractual, statutory or
common law rights of reimbursement, contribution or indemnity  or
other  similar  such right from the Company which  may  otherwise
have arisen in connection with this Section 1.1.

            (g)    The   Pledgor   hereby   assigns,   transfers,
hypothecates and pledges to the Pledgee, for the benefit  of  the
Lenders,  as  security  for its timely and punctual  payment  and
performance  of  the  Guaranteed  Obligations  and  payment   and
performance  when  due  of  any and all  sums  owed  by  and  all
obligations   of   the   Pledgor  hereunder  (collectively,   the
"Obligations")  and grants a first lien on, and  prior  perfected
security  interest  in,  all of the Pledgor's  right,  title  and
interest  in,  to and under the following, whether now  owned  or
hereafter acquired (collectively, the "Pledged Collateral"):

                               (i)   the Pledged Shares  and  the
                    certificates   representing   such    Pledged
                    Shares,  and all dividends, cash, instruments
                    and   other  property  from  time   to   time
                    received, receivable or otherwise distributed
                    in  respect of or in exchange for any or  all
                    of such Pledged Shares;

                               (ii) all additional Shares of  and
                    other securities of the Company from time  to
                    time  acquired by the Pledgor in any  manner,
                    and   the   certificates  representing   such
                    additional  Shares and other securities,  and
                    all  dividends, cash, instruments, and  other
                    property   from   time  to   time   received,
                    receivable   or   otherwise  distributed   in
                    respect of or in exchange for any or  all  of
                    such Shares; and

                               (iii)     all the Pledgor's right,
                    title  and  interest to,  in  and  under  the
                    Project    Agreement,    including    without
                    limitation  (A) all rights of the Pledgor  to
                    receive   moneys  due  from  time   to   time
                    thereunder  or pursuant thereto and  (B)  all
                    claims  of the Pledgor for damages for breach
                    thereof or default thereunder.

           (h)   This  Agreement and the grant  of  the  security
interest  made  hereby  are  for collateral  purposes  only,  and
neither  the  Pledgee nor the Lenders shall  by  virtue  of  this
Agreement or by their exercise of any rights hereunder be  deemed
to  have  any  liability for any contractual obligations  of  the
Pledgor or of the Company.

          Section 1.2.  Security for Obligations.  This Agreement
secures  the  payment  and performance  of  all  Obligations,  as
defined in Section 1.1(g) hereof.

          Section 1.3.  Delivery of Pledged Collateral.

           (a)   All certificates or instruments representing  or
evidencing the Pledged Collateral shall be delivered to and  held
by the Pledgee on behalf of the Lenders pursuant hereto and shall
be  in  suitable  form  for transfer by  delivery,  or  shall  be
accompanied   by  duly  executed  instruments  of   transfer   or
assignment in blank, together with an executed Form 4  (the  form
of  which  is  attached hereto as Schedule B), all  in  form  and
substance  satisfactory  to the Pledgee  and  the  Lenders.   The
Pledgor  hereby  instructs the Company, and  the  Company  hereby
agrees,  to  promptly deliver directly to the Pledgee  all  stock
certificates,  instruments  or  other  documents  evidencing   or
constituting Pledged Collateral issued by the Company  after  the
date of this Agreement, marked to show recordation by the Company
of  the pledge thereof to the Trustee.  If any such certificates,
instruments  or  documents  are delivered  to  the  Pledgor,  the
Pledgor  shall  hold in trust for the Pledgee upon  receipt,  and
immediately  thereafter  transfer  to  the  Pledgee,   any   such
certificates, instruments or documents (except, until the Pledgee
has  requested a transfer of the Pledged Collateral  pursuant  to
Section  1.6(b)  hereof,  cash dividends  and  interest  paid  in
respect  of  the  Pledged Collateral).  The  Pledgor  shall  also
promptly  deliver to the Company executed Form(s) 4 with  respect
to  all  Pledged  Collateral  and to the  Pledgee  duly  executed
instruments  of transfer or assignment in blank relating  to  all
Pledged Collateral delivered to the Pledgee.

           (b)  The Pledgee shall have the right, at any time, in
its  discretion  and  upon notice to the Pledgor,  following  the
occurrence and continuance of an Event of Default, to file a Form
5  (the  form  of  which is attached hereto as Schedule  C)  with
respect  to  the  Pledged  Collateral with  the  Company  and  to
transfer to or to register in the names of the Lenders or any  of
their  nominees  any  or  all  of  the  Pledged  Collateral.   In
addition,  the  Pledgee  shall have the right,  if  an  Event  of
Default  shall  have  occurred and  be  continuing,  to  exchange
certificates  or  instruments representing or evidencing  Pledged
Collateral for certificates or instruments of smaller  or  larger
denominations.

           Section  1.4.   Waiver.   The  Pledgor  hereby  waives
diligence, presentment, demand of any kind, filing of claims with
a  court in the event of receivership or bankruptcy, protests  of
any  kind,  and  all  setoffs and counterclaims,  to  the  extent
permitted by applicable law.  Upon the occurrence and continuance
of  an Event of Default, the Pledgee may proceed directly and  at
once,  upon reasonable prior notice to the Pledgor if practicable
under  the  circumstances,  against  the  Pledged  Collateral  to
collect  and  recover  the full amount  or  any  portion  of  the
Obligations so due and payable, without first proceeding  against
the  Pledgor  or  the Company or against any  other  security  or
collateral provided by the Pledgor or the Company with respect to
the Obligations.

           Section 1.5.  Further Assurances.  The Pledgor  agrees
that  at  any  time  and from time to time, at its  expense,  the
Pledgor   shall   promptly  execute  and  deliver   all   further
instruments  and  documents (including, without  limitation,  any
additional pledge agreement or security agreement), and take  all
further  action  that,  in the opinion  of  the  Pledgee  or  the
Lenders,  is  necessary  in  order to  perfect  and  protect  any
security  interest in the Pledged Collateral granted or purported
to  be  granted hereby or to enable the Pledgee to  exercise  and
enforce  its  rights and remedies hereunder with respect  to  the
Pledged Collateral or any part thereof.

          Section 1.6.  Voting Rights; Dividends, etc.

          (a)  So long as no Event of Default shall have occurred
and be continuing, the Pledgee shall not request the transfer  of
the  Pledged Shares into its name in the Company's share register
and,  until  the  Pledgee  has  requested  such  a  transfer   in
accordance with Section 1.6(b) hereof:

                               (i)  the Pledgor shall be entitled
                    to  exercise  any  and all voting  and  other
                    consensual  rights pertaining to the  Pledged
                    Collateral  or  any  part  thereof  for   any
                    purpose  not inconsistent with the  terms  of
                    this  Agreement, the Investment Agreement  or
                    the other Loan Documents; and

                               (ii) the Pledgor shall be entitled
                    to  receive  and  retain  any  and  all  cash
                    dividends and interest paid in respect of the
                    Pledged Collateral.

          (b)  Upon the occurrence and during the continuation of
an  Event of Default, the Pledgee may require the Pledged  Shares
to  be  transferred into its name in the Company's share register
and thereupon:

                               (i)  all rights of the Pledgor  to
                    exercise  the  voting  and  other  consensual
                    rights  which the Pledgor would otherwise  be
                    entitled  to  exercise  pursuant  to  Section
                    1.6(a)(i) hereof and to receive the dividends
                    and interest payments which the Pledgor would
                    otherwise be authorized to receive and retain
                    pursuant  to Section 1.6(a)(ii) hereof  shall
                    cease,  and  all such rights shall  thereupon
                    become  vested  in the Pledgee,  which  shall
                    thereupon  have  the sole right  to  exercise
                    such  voting and other consensual rights  and
                    to  receive  and  hold as Pledged  Collateral
                    such dividends and interest payments; and

                               (ii)  all  dividends and  interest
                    payments  which are received by  the  Pledgor
                    contrary     to     the     provisions     of
                    Section 1.6(b)(i) hereof shall be received in
                    trust  for the benefit of the Pledgee,  shall
                    be segregated from other funds of the Pledgor
                    and  shall  be  forthwith paid  over  to  the
                    Pledgee  as  Pledged Collateral in  the  same
                    form  as  so  received  (with  any  necessary
                    endorsement).


                           ARTICLE 2

                 REPRESENTATIONS AND WARRANTIES

           The  Pledgor hereby represents and warrants as of  the
date hereof:

           Section  2.1.   Power and Authorization;   Enforceable
Obligations.

           (a)  The Pledgor has full power and authority and  the
legal  right  to  conduct its business as now  conducted  and  as
proposed  to be conducted by it, to execute, deliver and  perform
this Agreement and any other Principal Documents to which it is a
party  and  to  take  all  actions  necessary  to  complete   the
transactions  contemplated by this Agreement and any  such  other
Principal  Document.  The Pledgor has taken all necessary  action
to  authorize the transactions contemplated hereby on  the  terms
and conditions of this Agreement and any other Principal Document
to  which it is a party, and to authorize the execution, delivery
and  performance  of  this  Agreement  and  any  other  Principal
Document to which it is a party.

           (b)   Each  of this Agreement and any other  Principal
Documents to which the Pledgor is a party has been duly  executed
and delivered by the Pledgor and constitutes the legal, valid and
binding obligation of the Pledgor.

           Section  2.2.  No Legal Bar.  The execution,  delivery
and  performance  of  this  Agreement  and  any  other  Principal
Documents  to which the Pledgor is a party will not  violate  any
requirement  of law applicable to, or any contractual  obligation
of, the Pledgor.  The execution, delivery and performance of this
Agreement or any other Principal Document to which the Pledgor is
a party will not result in, or require the creation or imposition
of  any  Lien on any of the properties or revenues of the Pledgor
pursuant  to  any  requirement of law or contractual  obligation,
except for the Liens created or permitted by this Agreement.   No
approvals  or  consents  of any trustee  or  any  holder  of  any
Indebtedness of the Pledgor are required in connection  with  the
execution,  delivery  and performance  by  the  Pledgor  of  this
Agreement or any other Principal Document to which it is a party,
except such approvals or consents as have been duly obtained  and
are in full force and effect.

           Section  2.3.   Government Approval.  No  Governmental
Approvals or other consents or approvals (except those which have
been  obtained or made and are in full force and effect or  which
are  listed in Schedule 4.1(d) of the General Conditions and  are
not  now required to be obtained) are required to be obtained  by
the  Pledgor  in  connection  with the  execution,  delivery  and
performance of this Agreement.

           Section 2.4.  Ownership.  The Pledgor is the legal and
beneficial owner of the Pledged Shares free and clear of any Lien
created  by the Pledgor except for the security interest  created
by  this  Agreement.  The Pledgor has no knowledge of  any  Lien,
other  than  the Lien created by this Agreement, on  the  Pledged
Collateral.

           Section  2.5.  First Lien.  The pledge of the  Pledged
Shares  pursuant to this Agreement and delivery  thereof  to  the
Pledgee  in  Wilmington, Delaware creates a valid  and  perfected
first priority security interest therein, securing the payment of
the Obligations.


                           ARTICLE 3

                           COVENANTS

           So  long as the Obligations remain outstanding or  the
Lenders  have any obligation under any Loan Document, the Pledgor
covenants and agrees with the Pledgee and the Lenders as follows:

           Section  3.1.  Existence.  The Pledgor shall  preserve
and  maintain (a) its legal existence and form and (b) all of its
rights,  privileges and franchises necessary for the  maintenance
of   its   existence  and  the  performance  of  its  obligations
hereunder.

           Section  3.2.   Restriction on Sale  and  Transfer  of
Pledged  Interest.   The  Pledgor shall  not  without  the  prior
written  consent  of  the Lenders (i) sell, transfer,  convey  or
otherwise  dispose  of, or grant any option with  respect  to  or
pledge  any  interest in, any ownership interest in the  Company,
except if such sale, transfer, conveyance or other disposition is
not  prohibited  by, and would not result in  a  breach  of,  any
Principal  Document and the recipient agrees  in  writing  to  be
bound by the terms of, and become a party to, this Agreement  (or
a  separate  Share  Pledge Agreement in respect  of  the  Pledged
Collateral of such recipient), (ii) consent to or approve (A) the
cancellation  of  any  of  the Pledged Shares  or  other  Pledged
Collateral or (B) the creation or authorization of any  ownership
interest in the Company other than the interests in existence  on
the date hereof, except in accordance with or as contemplated  by
the  Subscription  Agreements, the Share  Retention  and  Project
Funds  Agreement, the Shareholders' Agreement and the  Investment
Agreement, or (iii) create any Lien upon or with respect  to  any
of  the  Pledged Collateral owned by the Pledgor, other than  the
Lien created pursuant to this Agreement.

           Section  3.3.   Defense  of Pledged  Collateral.   The
Pledgor  warrants and will defend the Pledgee's right, title  and
security  interest in and to the Pledged Collateral  against  the
claims  of  any Person that purports to have rights  created  by,
through or under the Pledgor.

           Section 3.4.  No Modification.  The Pledgor shall  not
amend  or modify, or participate in the amendment or modification
of,  any provision of the Company's Memorandum of Association  or
Articles  of  Association (other than amendments to increase  the
Company's share capital or as required by law, in either of which
cases  prompt written notice of the amendment shall be  given  to
each  of the Lenders) without the express written consent of  the
Lenders.

                           ARTICLE 4

                       POWER OF ATTORNEY

          Section 4.1.  Pledgee as Attorney-in-Fact.  The Pledgor
does  hereby make, constitute and appoint the Pledgee, with  full
power  of  substitution, as the Pledgor's attorney-in-fact,  with
full  power and authority, in its own name or in the name,  place
and  stead  of  the Pledgor, or otherwise, (i)  if  an  Event  of
Default  shall have occurred and be continuing, to  exercise  all
voting,  consent,  managerial and other  rights  related  to  the
Pledged  Collateral, and (ii) if an Event of Default  shall  have
occurred and be continuing, from time to time, generally  to  do,
at  the Pledgee's request and the Pledgor's expense, all acts and
things  which  the Pledgee or the Lenders may deem  necessary  to
accomplish  the  purposes of this Agreement,  including,  without
limitation, to receive, endorse and collect all instruments  made
payable to the Pledgor representing any payment or other dividend
in  respect of the Pledged Collateral or any part thereof and  to
give full discharge for the same, all as fully and effectually as
the  Pledgor  might or could do; and the Pledgor hereby  ratifies
all  that said attorney shall lawfully do or cause to be done  by
virtue  hereof.   This  power  of attorney  is  coupled  with  an
interest and shall be irrevocable for the term of this Agreement.
Any attempted revocation of the powers of attorney granted herein
shall  be null and void.  There are no conditions or requirements
imposed on the Pledgee's exercise of the powers of attorney other
than as set forth herein.

           Section  4.2.  Pledgee May Perform.  If  an  Event  of
Default  shall have occurred and be continuing, the  Pledgee  may
itself  perform, or cause performance of, any agreement contained
herein,  and the expenses of the Pledgee or such other performing
party  incurred in connection therewith shall be payable  by  the
Pledgor;  provided,  however, that  the  Pledgee  shall  have  no
obligation  to  perform  or  cause  performance  of  any  of  the
Pledgor's  obligations  hereunder or under  any  other  Principal
Document to which it is a party.

           Section  4.3.  Reasonable Care.  The Pledgee shall  be
deemed  to  have  exercised reasonable care in  the  custody  and
preservation of the Pledged Collateral in its possession  if  the
Pledged  Collateral is accorded treatment substantially equal  to
that which the Pledgee accords its own property.


                           ARTICLE 5

                            REMEDIES

          Section 5.1.  Substitution for Pledgor.  If an Event of
Default  shall have occurred and be continuing, then, in addition
to any other rights and remedies provided for herein or otherwise
available  to it under any Loan Document or by law,  the  Pledgee
may,  and  upon  the request of the Lenders shall,  exercise  the
powers  of  attorney set forth in Section 4.1 of this  Agreement,
and  shall  be  entitled,  without limitation,  to  exercise  the
following  rights,  which  the  Pledgor  hereby  agrees   to   be
commercially reasonable:

           Section 5.2.  Sale of Pledged Collateral.  If an Event
of  Default  shall  have  occurred and be  continuing,  then,  in
addition to any other rights and remedies provided for herein  or
otherwise  available to it, the Pledgee may without  any  further
demand, advertisement or notice (except as expressly provided  in
this  Section  5.2), exercise all the rights and  remedies  of  a
secured  party  under  the  Code as in  effect  in  any  relevant
jurisdiction  (whether  or not the Code applies  to  the  Pledged
Collateral), and in addition may sell, give an option or  options
to purchase, contract to sell or otherwise dispose of the Pledged
Collateral, or any part thereof, as hereinafter provided and  may
sell,  lease, finance, refinance, mortgage or convey the  Pledged
Collateral.   The Pledged Collateral may so be sold or  otherwise
disposed  of  in  one or more sales, at public or  private  sale,
conducted  by any officer or agent of, or auctioneer or  attorney
for,  the  Pledgee, at any exchange or broker's board or  at  the
Pledgee's  place of business or elsewhere, for cash, upon  credit
or  for other property, for immediate or future delivery, and  at
such  price  or  prices  and  on such terms  (including,  without
limitation, a requirement that any purchase of all or any part of
the Pledged Collateral for investment be without any intention to
make  a  distribution thereof) as the Pledgee shall, in its  sole
discretion, deem appropriate.  Either of the Lenders may  be  the
purchasers of any or all of the Pledged Collateral so sold at any
such sale and thereafter hold the same, absolutely free from  any
right  or claim of whatsoever kind.  The Pledgee may in its  sole
discretion, at any such sale, restrict the prospective bidders or
purchasers  as to their number, nature of business and investment
intention.  Upon any such sale, the Pledgee shall have the  right
to   deliver,  assign  and  transfer  to  the  purchaser  thereof
(including either of the Lenders) the Pledged Collateral so sold.
Except  if  and to the extent otherwise prohibited by  law,  each
purchaser  (including either of the Lenders)  at  any  such  sale
shall  hold the Pledged Collateral so sold absolutely  free  from
any  claim  or right of whatsoever kind, including any equity  or
right  of redemption of the Pledgor.  The Pledgee shall give  the
Pledgor at least ten (10) days' notice (which the Pledgor  agrees
is  reasonable notification) of any such public or private  sale.
Such  notice shall state the time and place fixed for any  public
sale  and  the time after which any private sale is to  be  made.
Any  such public sale shall be held at such time or times  within
ordinary business hours as the Pledgee shall fix in the notice of
such  sale.  At any such sale the Pledged Collateral may be  sold
in  one  lot as an entirety or in separate parcels.  The  Pledgee
shall  not  be obligated to make any sale pursuant  to  any  such
notice.   The Pledgee may, without notice or publication, adjourn
any public or private sale or cause the same to be adjourned from
time to time by announcement at the time and place fixed for such
sale, and any such sale may be made at any time or place to which
the   same  may  be  so  adjourned  without  further  notice   or
publication.   In  case of any sale of all or  any  part  of  the
Pledged  Collateral on credit or for future delivery, the Pledged
Collateral so sold may be retained by the Pledgee until the  full
selling  price is paid by the purchaser thereof, but the  Pledgee
shall  not  incur  any liability in case of the failure  of  such
purchaser to take up and pay for the Pledged Collateral so  sold,
and,  in  case  of any such failure, such Pledged Collateral  may
again be sold pursuant to the provisions hereof.

          Section 5.3.  Conveyances.  The Pledgee may as attorney-
in-fact  pursuant and subject to Section 4.1 hereof, in the  name
and  stead  of  the  Pledgor, make and execute  all  conveyances,
assignments and transfers of the Pledged Collateral sold pursuant
to  Section  5.2  hereof,  and the Pledgor  hereby  ratifies  and
confirms all that the Pledgee, as said attorney-in-fact, shall do
by  virtue  hereof.   Nevertheless,  the  Pledgor  shall,  if  so
requested by the Pledgee, ratify and confirm any sale or sales by
executing and delivering to the Pledgee, or to such purchaser  or
purchasers, all such instruments as may, in the judgment  of  the
Pledgee, be advisable for the purpose.

          Section 5.4.  Payments Received.  Until the Pledgee has
requested  a  transfer in accordance with Section 1.6(b)  hereof,
the Pledgor, subject to the terms of the Loan Documents, shall be
entitled  to exercise any and all rights, remedies and powers  of
the  Pledgor  under, and receive and retain any amounts  paid  or
payable  to  the  Pledgor  under  or  pursuant  to,  the  Project
Agreement; thereafter, the Pledgee shall be entitled to  exercise
the  Pledgor's rights, remedies or powers, and receive and retain
amounts,  under the Project Agreement, and all payments  received
by  the Pledgor under or in connection with the Project Agreement
shall be held in trust for the Pledgee, shall be segregated  from
the  other funds of the Pledgor and shall, forthwith upon receipt
by  the Pledgor, be turned over to the Pledgee or the Designee in
the  same form as received by the Pledgor (duly endorsed  by  the
Pledgor to the Pledgee or the Designee, as appropriate).

           Section  5.5.   Application  of  Proceeds.   All  cash
proceeds received by the Pledgee in respect of any sale or  lease
of, collection from, or other realization upon all or any part of
the  Pledged Collateral may be held by the Pledgee as  Collateral
for  the  Obligations  and/or  applied  to  the  payment  of  the
Obligations.   Any  surplus of such cash  proceeds  held  by  the
Pledgee  in excess of or remaining after payment in full  of  the
Obligations  shall be paid over to the Pledgor or whomsoever  the
Pledgee shall determine to be lawfully entitled thereto.

           Section 5.6.  Discharge of Purchaser.  The receipt  by
the  Pledgee of the purchase money paid at any sale  made  by  it
shall be a sufficient discharge therefor, sold as aforesaid;  and
no  purchaser  (or  representative or assign of  any  purchaser),
after  paying such purchase money, shall be bound to see  to  the
application of such purchase money or any part thereof or in  any
manner  whatsoever be answerable for any loss, misapplication  or
non-application of any such purchase money, or any part  thereof,
or  be  bound  to  inquire  as  to the authorization,  necessity,
expediency or regularity of any such sale.

           Section  5.7.  No Liability.  Neither the Pledgee  nor
the Lenders shall incur any liability as a result of the sale  of
the  Pledged Collateral, or any part thereof, at any private sale
conducted  in  a  commercially reasonable  manner.   The  Pledgor
hereby  waives,  to the full extent permitted by applicable  law,
all  claims,  damages  and demands against the  Pledgee  and  the
Lenders arising out of the repossession, retention or sale of the
Pledged  Collateral,  including, without limitation,  any  claims
against  the  Pledgee and the Lenders, arising by reason  of  the
fact  that the price at which the Pledged Collateral, or any part
thereof,  was  sold  was less than may have been  obtained  at  a
public  sale  or  was  less  than the  aggregate  amount  of  the
Obligations  so  long as such sale shall have been  conducted  in
accordance with this Agreement.  The foregoing is not intended to
release any party from liability for any claim, damage or  demand
resulting from its gross negligence or willful misconduct.

           Section  5.8.   Remedies Cumulative.  Each  and  every
right and remedy of the Pledgee shall, to the extent permitted by
law,  be cumulative and shall be in addition to any other  remedy
given  hereunder or under any other Loan Document  or  any  other
document  now  or hereafter existing at law or in  equity  or  by
statute.


                           ARTICLE 6

                ADDITIONAL RIGHTS OF THE PLEDGEE

          Section 6.1.  Further Assurances.  If the Pledgee shall
determine to exercise its right to sell all or any of the Pledged
Collateral  pursuant to Section 5.2 hereof,  the  Pledgor  shall,
upon  request of the Pledgee, at the Pledgor's own expense do  or
cause  to  be  done  all such other acts and  things  as  may  be
necessary to make such sale of the Pledged Collateral or any part
thereof  valid and binding and in compliance with any requirement
of law.

           Section  6.2.  Pledgee.  Wilmington Trust  Company  in
acting hereunder shall be entitled to the rights, protections and
immunities   of  the  Trustee  under  the  Trust  and   Retention
Agreement.


                           ARTICLE 7

            INDEMNIFICATION; LIMITATION OF LIABILITY

          Section 7.1.  Indemnification.

           (a)   Subject to the limitations set forth in  Section
7.1(c)  hereof, the Pledgor shall indemnify each of  the  Pledgee
and  each  of  the Lenders from and against any and  all  claims,
losses  and  liabilities growing out of  or  resulting  from  the
failure  by  the  Pledgor  to  perform  or  observe  any  of  the
provisions  hereof, including, without limitation, (i)  the  sale
of,  collection  from,  or other realization  upon,  the  Pledged
Collateral, or any part thereof, in connection with such failure,
or  (ii) the exercise or enforcement of any of the rights of  the
Pledgee  or the Lenders, except for claims, losses or liabilities
resulting   from  such  party's  gross  negligence   or   willful
misconduct.   Subject as aforesaid, the Pledgor will upon  demand
pay  to  the  Pledgee or the Lenders the amount of  any  and  all
expenses,  including  the  fees and expenses  of  its  and  their
respective  counsel  and of any experts and  agents,  which  such
party may incur in connection with the failure by the Pledgor  to
perform  or  observe  any  of the provisions  hereof,  including,
without  limitation, (i) the sale of, collection from,  or  other
realization upon, the Pledged Collateral, or any part thereof, or
(ii)  the  exercise or enforcement of any of the  rights  of  the
Pledgee or the Lenders.

           (b)   If  any obligation of the Pledgor arising  under
this  Article  7, as limited by the provisions of Section  7.1(c)
hereof,  shall be prohibited or unenforceable in any jurisdiction
then,  as  to  such jurisdiction and subject to such limitations,
the Pledgor hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible
under applicable law.

           (c)   The  Pledgor  is  willing  to  enter  into  this
Agreement  and  to guarantee the Guaranteed Obligations,  and  to
secure  such guarantee by granting to the Pledgee a Lien  on  the
Pledged  Collateral,  only if the Pledgee agrees,  on  behalf  of
itself  and the Lenders, to limit the personal liability  of  the
Pledgor  under this Agreement as provided in this Section 7.1(c).
Accordingly,  and notwithstanding anything in this  Agreement  to
the  contrary, all payments to be made by the Pledgor under  this
Agreement  in  respect  of the Guaranteed Obligations  and  other
Obligations shall be made or payable only from and to the  extent
of  the  Pledged Collateral and all proceeds, of whatever nature,
of  the realization thereof, and the Pledgee, on behalf of itself
and  the Lenders, agrees that it and the Lenders will look solely
to  the Pledged Collateral and such proceeds for payments  to  be
made  by  the  Pledgor under this Agreement and that the  Pledgor
shall  not,  save  as  expressly  hereinafter  provided  in  this
Section  7.1(c),  be  otherwise  personally  liable  under   this
Agreement  for  any Guaranteed Obligations or other  Obligations;
provided, however, that (i) the provisions of this Section 7.1(c)
shall not prevent the Pledgee from exercising any and all of  its
remedies  provided in this Agreement with respect to the  Pledged
Collateral  or  provided in any other agreement or document,  and
(ii)  the  Pledgor shall remain personally liable for, and  shall
indemnify  the  Pledgee  and the Lenders  against,  any  and  all
claims, losses and liabilities growing out of or resulting  from,
(y)  the failure by the Pledgor to perform its obligations  under
Section 1.3, Article 3 or Section 10.2 hereof or (z) any material
inaccuracy  of  any  representation and  warranty  set  forth  in
Article  2 hereof, except to the extent arising out of the  gross
negligence or willful misconduct of the Pledgee.


                           ARTICLE 8

                             WAIVER

           Section 8.1.  Waivers.  To the fullest extent  it  may
lawfully  so agree, the Pledgor agrees that it will  not  at  any
time  insist upon, claim, plead, or take any benefit or advantage
of  any  appraisement,  valuation, stay,  extension,  moratorium,
redemption or similar law now or hereafter in force in  order  to
prevent,  delay or hinder the enforcement hereof or the  absolute
sale  of  any  part of the Pledged Collateral;  the  Pledgor  for
itself and all who claim through it, so far as it or they now  or
hereafter  lawfully may do so, hereby waives the benefit  of  all
such   laws,  and  all  right  to  have  the  Pledged  Collateral
marshalled upon any foreclosure hereof, and agrees that any court
having  jurisdiction to foreclose this Agreement  may  order  the
sale  of the Pledged Collateral as an entirety.  Without limiting
the   generality  of  the  foregoing,  the  Pledgor  hereby   (i)
authorizes  the Pledgee, for the benefit of the Lenders,  in  its
sole  discretion and without notice to or demand upon the Pledgor
and  without  otherwise affecting the obligations of the  Pledgor
hereunder,  from  time to time to take and hold other  collateral
for  payment  of  any Obligations, or any part  thereof,  and  to
exchange,  enforce or release such other collateral or  any  part
thereof,  and to accept and hold any endorsement or guarantee  of
payment of the Obligations or any part thereof, and to release or
substitute any endorser or guarantor or any other person granting
security  for or in any other way obligated upon any  Obligations
or  any  part  thereof and (ii) waives and releases any  and  all
right to require the Pledgee or the Lenders to collect any of the
Obligations  from  any  specific item or  items  of  the  Pledged
Collateral or from any other party liable as guarantor or in  any
other  manner in respect of any of the Obligations  or  from  any
collateral for any of the Obligations.


                           ARTICLE 9

                          TERMINATION

           Section  9.1.  Termination.  If (i) at  any  time  all
Obligations owing to the Lenders have been paid in full and  (ii)
a  period of one hundred twenty (120) days (or such other  period
as  may  be  applicable  with respect to  preference  or  similar
periods under applicable bankruptcy, insolvency or similar  laws)
has  elapsed  since  the  condition set  out  in  clause  (i)  is
satisfied  without  any court determining  that  the  Company  is
insolvent or, if such determination is made within that time, the
Lenders  are  reasonably satisfied that no payment  made  to  the
Lenders  or  the Trustee by the Company will be set  aside  as  a
consequence   thereof  under  any  law  relating  to  bankruptcy,
insolvency   or  similar  matters,  then  this  Agreement   shall
terminate;  provided  that  the provisions  of  Article  7  shall
survive  such termination.  At the time of such termination,  the
Pledgee  at the request and expense of the Pledgor, will promptly
execute  and  deliver  to  the Pledgor  a  proper  instrument  or
instruments  acknowledging the satisfaction  and  termination  of
this Agreement, and will duly assign, transfer and deliver to the
Pledgor  such  of  the Pledged Collateral as has not  theretofore
been  sold  or  otherwise applied or released  pursuant  to  this
Agreement,  together  with any moneys at the  time  held  by  the
Pledgee  hereunder on account of the Pledged Collateral  and  not
otherwise applied to the payment of the Obligations.


                           ARTICLE 10

                         MISCELLANEOUS

          Section 10.1.  Notices.  All notices, demands, requests
and  other  communications provided for  hereunder  shall  be  in
writing and shall be deemed to have been given (a) when presented
personally,  (b) when sent by overnight courier service,  on  the
Business  Day  following  the date of delivery  to  such  courier
service, or such later day as demonstrated by a bona fide receipt
therefor,   or   (c)    when  transmitted  by   facsimile,   upon
acknowledgment  of receipt by the recipient.   Either  party  may
designate from time to time by written notice to the other  party
another address to which notices are to be sent.

  For Pledgor:

     Address:  c/o Maples and Calder
               P.O. Box 309
               Ugland House
               South Church Street
               Grand Cayman
               Cayman Islands, B.W.I.

     Attention:     Sharon Pierson

     Facsimile:     (345) 949-8080


  With a copy to:

     Address:  Panda Energy International, Inc.
               2100 Spring Valley, Suite 1001
               Dallas, TX 75244

     Attention:     General Counsel

     Facsimile:     (972) 980-6815


  For the Company:

     Address:  c/o Maples & Calder
               P.O. Box 309
               Ugland House
               South Church Street
               Grand Cayman
               Cayman Islands, B.W.I.

     Attention:     Sharon Pierson

     Facsimile:     (345) 949-8080

  With a copy to:

     Address:  Panda Energy International, Inc.
               2100 Spring Valley, Suite 1001
               Dallas, TX 75244

     Attention:     General Counsel

     Facsimile:     (972) 980-6815

  For Pledgee:

     Address:  Wilmington Trust Company
               Rodney Square North
               1100 North Market Street
               Wilmington, Delaware  19890-0001

     Attention:     Corporate Trust Administration

     Facsimile:     (302) 651-8882


            Section   10.2.    Governing   Law;   Submission   to
Jurisdiction; Venue.

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

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

           (c)   The  Pledgor acknowledges and  agrees  that  the
activities  contemplated  by  this Agreement  are  commercial  in
nature   rather  than  governmental  or  public,  and   therefore
acknowledges and agrees that the right of immunity does  not  and
will  not  arise with respect to such activities or in any  legal
action or proceeding arising out of or relating to this Agreement
in respect of itself and its properties.

           Section  10.3.  Benefit of Agreement.  This  Agreement
shall  be  binding  upon  and inure to  the  benefit  of  and  be
enforceable  by  the  respective successors and  assigns  of  the
Pledgor,  the  Pledgee,  and all future holders  of  the  Pledged
Shares  or other Pledged Collateral; provided, however, that  the
Pledgor  may  not  assign  or  transfer  any  of  its  rights  or
obligations  under  this  Agreement  without  the  prior  written
consent of the Pledgee.  Each of the Lenders may transfer, assign
or grant its rights hereunder in connection with an assignment or
transfer of all or any part of its interest in its Commitment  or
the  IFC Loans or the DEG Loan, as the case may be, in accordance
with the Investment Agreement.

           Section  10.4.   No Waiver; Remedies  Cumulative.   No
failure  or  delay on the part of the Pledgee in  exercising  any
right,  power  or  privilege hereunder or under  any  other  Loan
Document,  and no course of dealing between the Pledgor  and  the
Pledgee,  shall  impair  any such right, power  or  privilege  or
operate  as  a  waiver thereof; nor shall any single  or  partial
exercise of any right, power or privilege hereunder or under  any
other  Loan  Document  preclude any  other  or  further  exercise
thereof  or  the exercise of any other right, power or  privilege
hereunder  or  thereunder.   The  rights,  powers  and   remedies
provided  under this Agreement or in any other Loan Document  are
cumulative  and not exclusive of any rights, powers  or  remedies
which the Pledgee may otherwise have.  No notice to or demand  on
the Pledgor in any case shall entitle the Pledgor to any other or
further  notice  or demand in similar or other  circumstances  or
constitute a waiver of the rights of the Pledgor to any other  or
further action in any circumstances without notice or demand.

           Section  10.5.  Severability.  Any provision  of  this
Agreement   which   is   prohibited  or  unenforceable   in   any
jurisdiction  shall, as to such jurisdiction, be  ineffective  to
the extent of such prohibition or unenforceability but that shall
not  invalidate  the remaining provisions of  this  Agreement  or
affect such provision in any other jurisdiction.

          Section 10.6.  Language.  All documents to be furnished
or  communications to be given or made under this Agreement shall
be  in the English language, or, if in another language, shall be
accompanied  by  a  translation  into  English  certified  by   a
representative of the Pledgor or the Pledgee, as the case may be,
which  translation  shall be the governing  version  between  the
Pledgor and the Pledgee.

           Section 10.7.  Headings Descriptive.  The headings  of
the  several Articles and sections of this Agreement are inserted
for  convenience only and shall not in any way affect the meaning
or construction of any provision of this Agreement.

           Section  10.8.   Amendment or  Waiver.   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.

           Section  10.9.  Counterparts.  This Agreement  may  be
executed  in  any number of counterparts, each of which  when  so
executed  and  delivered shall be an original, but all  of  which
shall together constitute one and the same instrument.

           IN  WITNESS  WHEREOF,  the parties  have  caused  this
Agreement  to  be  duly  executed  and  acknowledged   by   their
respective  officers or representatives hereunto duly  authorized
as of the date first above written.


                         PANDA BHOTE KOSHI



                         By:
                              Name:
                              Title:



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



                         By:
                              Name:
                              Title:




                         PANDA OF NEPAL



                         By:
                              Name:
                              Title:






                           SCHEDULE A

                         SHAREHOLDINGS*



                                             Par Value No. of
Holder                     Class  of  Shares           of  Shares
Shares

Panda Bhote Koshi             Ordinary Shares           US $1.00     2



                           SCHEDULE B

                          Form No. (4)

          Application for Recording Mortgage of Shares


To:  Panda of Nepal
     c/o Maples and Calder
     P.O. Box 309
     Ugland House
     South Church Street
     Grand Cayman
     Cayman Islands, B.W.I.

Sir:

We  have  mortgaged shares of R.S. 100 each of  Panda  of  Nepal,
registered  in  the  name  of _________________  from  Share  No.
___________ to _______________ totalling ________ shares  of  the
value  of Rs. ____________  to Wilmington Trust Company,  not  in
its  individual capacity but solely as Trustee for  International
Finance    Corporation    and    DEG-Deutsche    Investitions-und
Entwicklungsgesellschaft   mbH.    We   herewith   submit    this
application,  along with a copy of the related document  and  the
share certificate(s). Please record the matter of the mortgage of
said shares in the Register of the Company.

Dated:

Yours,



(Signature of the applicant)

Name:     Panda Bhote Koshi
Address:  c/o Maples and Calder
          P.O. Box 309
          Ugland House
          South Church Street
          Grand Cayman
          Cayman Islands, B.W.I.


                           SCHEDULE C

                          Form No. (5)

               Application for Transfer of Shares


To:  Panda of Nepal
     c/o Maples and Calder
     P.O. Box 309
     Ugland House
     South Church Street
     Grand Cayman
     Cayman Islands, B.W.I.

Sir:

As  _____________________________  has  duly  executed  the  deed
transferring its right over the shares of R.S. 100 each of  Panda
of  Nepal  registered  in its name from  Share  no.  ________  to
___________, having received R.S. ______________ as consideration
for  the  said  shares, in our favor.  We, having  agreed  to  be
responsible  for  the profit and loss relating to  those  shares,
have  submitted this application along with one copy of the  said
deed and the share certificate(s).  Kindly transfer the ownership
of said shares in our name.

Yours,



(Signature of the purchaser)

Name:
Address:
Date:
_______________________________
      *   Prior to issuance and pledge of shares at the Financial
Closing Date.