EXHIBIT NO. 10.138.04

                          CHANGE ORDER
                             TO THE
                  AMENDED AND RESTATED CONTRACT
                             FOR THE
            ENGINEERING, PROCUREMENT AND CONSTRUCTION
         OF THE UPPER BHOTE KOSHI HYDROELECTRIC PROJECT

CHANGE ORDER NO. 004

Recitals:

1.   WHEREAS,  in  accordance with Article 6, of the Amended  and
     Restated  Contract  for  the  Engineering,  Procurement  and
     Construction of the Project on the Bhote Koshi River in  the
     Sindhupalchok district of Nepal dated as of December 19, 1996
     between Owner and Contractor (the "Contract") the Parties have
     mutually agreed to this Change Order No. 004; and

2.   WHEREAS,  the  Owner,  CGGC and the Financing  Parties  have
     agreed that a Revised Performance Guarantee (as defined below and
     as attached hereto) be issued to replace the Initial Performance
     Guarantee (as defined below) in the Contract;

NOW THEREFORE, the Parties agree to the following:

A.   Defined Terms

For  the  purposes  of this Change Order No. 004,  the  following
terms shall apply:

"Initial   Performance  Guarantee"  shall  mean  the  Performance
Guarantee issued by the Industrial and Commercial Bank  of  China
"ICBC" on October 8, 1996.

"Revised   Performance  Guarantee"  shall  mean  the  Performance
Guarantee  issued in the form and substance acceptable  to  Owner
and Financing Parties and from a financial institution acceptable
to Owner and Financing Parties and attached hereto as "Attachment
1".   The  Revised  Performance Guarantee  shall  have  the  same
meaning as the term "Performance Guarantee" in the EPC Contract.

B.   Special Considerations

1.   The  Parties  agree  to the terms of  the  Form  of  Revised
     Performance Guarantee attached hereto and such form shall replace
     and supercede the previous form of Performance Guarantee attached
     to the EPC Contract as "Exhibit G".

2.   The  Parties agree that immediately or within fourteen  (14)
     days of the signing of this Change Order No. 004, the Contractor
     shall issue the Revised Performance Guarantee.

3.   The  Parties  agree  that Article 3.26 of  the  Contract  is
     amended to read as follows:

     "3.26     Performance Guarantee

     (a)  Upon  execution  of  this  Contract,  Contractor  shall
          provide  Owner with a Performance Guarantee, issued  in
          the  form  provided  in Attachment 1 (the  "Performance
          Guarantee") and from a financial institution acceptable
          to   Owner   and  Financing  Parties,  in  their   sole
          discretion ("Acceptable PG Issuer").  As set  forth  on
          Attachment  1, the Performance Guarantee shall  contain
          the  following  provisions, together  with  such  other
          provisions as set forth on Attachment 1:

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

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

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

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

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

               It  is the express understanding and agreement  of
               the Guarantor, the Owner, and the Contractor that,
               except  on account of increases pursuant to Clause
               (i)  of Paragraph 2 hereof, the maximum amount  of
               the   Contractor's  liability   which   is   being
               guaranteed  by  the  Guarantor  pursuant  to  this
               Guarantee   is  an  amount  equal  to  thirty-five
               percent  (35%)  of  the  Contract  Price,   namely
               US$16,240,000.'

     (b)  During the term of this Contract, Owner shall have  the
          unconditional  right  to  draw  upon  such  Performance
          Guarantee for damages, compensation or otherwise  under
          Articles  11, 12, 13, and 15, or for the completion  of
          Punch  Lists if Contractor has failed to complete  such
          Punch  Lists or in connection with any other breach  of
          the Contractor's obligations under this Contract.

     (c)  At the same time that the Performance Guarantee is issued,
          the Contractor shall cause delivery from the Acceptable PG Issuer
          to the Financing Parties of an Acknowledgement and Consent in
          form and substance satisfactory to the Financing Parties."

4.   This  Change  Order  No.  004 shall  constitute  the  entire
     agreement between Owner and Contractor relating to the subject
     matter hereof and shall operate as an amendment to the Contract
     and shall be deemed to be part of the Contract.  This Change
     Order No. 004 shall supercede Sections of Change Order No. 002,
     including  Special Considerations, Section 4, which  are  in
     conflict with this Change Order No. 004.  All other terms and
     conditions of the Contract are hereby ratified and confirmed and
     shall remain in full force and effect.

5.   The effective date of this Change Order No. 004 shall be the
     date written below.

C.   Cost Adjustments:

None

D.   Schedule Adjustments:

None



Agreed  to  this ___ day  of September  1997  by  and between:

OWNER:                             CONTRACTOR

Bhote Koshi Power Company          China Gezhouba Construction Group
Private  Limited                   Corporation for Water Resources and
                                   Hydropower

By:                                By:
     Ted C. Hollon                       Wang Heming

3.   The  Parties  agree that Article 3.26 of  the  Contract  is
     amended to read as follows:

     "3.26     Performance Guarantee

     (a)  Upon  execution  of  this  Contract,  Contractor  shall
          provide  Owner with a Performance Guarantee, issued  in
          the  form  provided  in Attachment 1 (the  "Performance
          Guarantee") and from a financial institution acceptable
          to   Owner   and  Financing  Parties,  in  their   sole
          discretion ("Acceptable PG Issuer").  As set  forth  on
          Attachment  1, the Performance Guarantee shall  contain
          the  following  provisions, together  with  such  other
          provisions as set forth on Attachment 1:

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

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

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

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


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

               It  is the express understanding and agreement  of
               the Guarantor, the Owner, and the Contractor that,
               except  on account of increases pursuant to Clause
               (i)  of Paragraph 2 hereof, the maximum amount  of
               the   Contractor's  liability   which   is   being
               guaranteed  by  the  Guarantor  pursuant  to  this
               Guarantee   is  an  amount  equal  to  thirty-five
               percent  (35%)  of  the  Contract  Price,   namely
               US$16,240,000.'

     (b)  During the term of this Contract, Owner shall have  the
          unconditional  right  to  draw  upon  such  Performance
          Guarantee for damages, compensation or otherwise  under
          Articles  11, 12, 13, and 15, or for the completion  of
          Punch  Lists if Contractor has failed to complete  such
          Punch  Lists or in connection with any other breach  of
          the Contractor's obligations under this Contract.

     (d)  At the same time that the Performance Guarantee is issued,
          the Contractor shall cause delivery from the Acceptable PG Issuer
          to the Financing Parties of an Acknowledgement and Consent in
          form and substance satisfactory to the Financing Parties."

4.   This  Change  Order  No. 004 shall  constitute  the  entire
     agreement between Owner and Contractor relating to the  subject
     matter hereof and shall operate as an amendment to the Contract
     and  shall  be deemed to be part of the Contract.  This  Change
     Order  No. 004 shall supercede certain Sections of Change Order
     No. 002 including, Special Considerations, Section 4.  All other
     terms  and  conditions of the Contract are hereby ratified  and
     confirmed and shall remain in full force and effect.

5.   The effective date of this Change Order No. 004 shall be the
     date written below.

C.   Cost Adjustments:

Owner agrees to pay US$             as full compensation to  CGGC
for  increasing  the  Performance Guarantee replenishment  amount
from  25%  to  35%  for the Contract Price pursuant  to  the  EPC
Contract  and  Change  Order No. 4,  as  agreed  to  between  the
Parties.


D.   Schedule Adjustments:

None

Agreed  to  this   _____ day  of September  1997  by  and between:

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

By:                                By:
     Ted C. Hollon                       Wang Heming


                          ATTACHMENT 1

                           EXHIBIT G

                 FORM OF PERFORMANCE GUARANTEE

              Irrevocable, Unconditional Guarantee

                       No. _____________


DATE:

TO:       Bhote Koshi Power Company
          Private  Limited  (hereinafter  referred  to   as   the
          "Owner")


Dear Sirs:

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

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

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

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

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

     It  is  the  express  understanding  and  agreement  of  the
     Guarantor,  the  Owner, and the Contractor that,  except  on
     account  of increases pursuant to Clause (i) of Paragraph  2
     hereof,  the  maximum  amount of the Contractor's  liability
     which is being guaranteed by the Guarantor pursuant to  this
     Guarantee is an amount equal to thirty-five percent (35%) of
     the Contract Price, namely US$16,219,000.

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

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

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

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

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

     "Re: Guarantee No. [___________________]

          (i)    We   refer   to  the  Irrevocable  Unconditional
          Guarantee No. [______________] (the "Guarantee") for  a
          maximum  amount  of  US$11,600,000.00  (or  such  other
          amount  as may be provided for therein).  Terms defined
          in  the  Guarantee shall have the same meaning in  this
          Certificate.
          (ii) We hereby state that the Contractor has failed  to
          perform its obligations under the EPC Contract.

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

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

          (iv)  Please  pay  such  amount by  wire  transfer,  in
          immediately available funds, in US Dollars, to  Account
          No.             ,  in  the  name  of  [Corporate  Trust
          Administration],  at Wilmington Trust  Company,  Rodney
          Square  North,  1100  North Market Street,  Wilmington,
          Delaware  19890-0001, Tel: (302) 651-87226, Fax:  (302)
          651-8882.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (b)  Address of the Guarantor:

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

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

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

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

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

By:____________________________________
Name:_________________________________
Title:__________________________________


                            ANNEX A

 Form of Letter of Amendment to Amount of Performance Guarantee


To:  Bhote Koshi Power Company Private Limited and
     Trustee


             Amendment to the Performance Guarantee

           No.          dated [                ] 1997

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


NOW THIS AMENDMENT WITNESSETH as follows:

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

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

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

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

Yours faithfully


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