EXHIBIT NO. 10.138.01

                        CHANGE ORDER

           UPPER BHOTE KOSHI HYDROELECTRIC PROJECT

Change Order No.  001

This  Change  Order No. 001 is submitted  by  the  Owner  to
account  for  and  accommodate a limited Notice  to  Proceed
(herein called "Limited Notice to Proceed" or "LNTP")  prior
to issuance of the Notice to Proceed described in Article  5
of  the  Amended and Restated Contract for the  Engineering,
Procurement  and  Construction  of  the  Upper  Bhote  Koshi
Hydroelectric   Project  dated  December   19,   1996   (the
"Contract").  The LNTP shall allow the Contractor to proceed
with  certain critical portions of the Work, as detailed  in
the Construction Schedule, attached hereto as Exhibit A, and
shall  limit the Owner's payment obligations that  shall  be
paid to the Contractor prior to full Notice to Proceed.

Contract References:     Articles 3, 5, 6, 7, 9 and others.

Change in Work:

The  Contractor  shall limit Work to  items  of  a  critical
nature,  as  set  forth  in the attached  LNTP  Construction
Schedule,  that  shall  allow  Contractor  to  maintain  the
Construction Schedule in Exhibit A of the Contract  and  the
Contract Price under the Contract, within the Limited Notice
to Proceed constraints set forth below.

Allowed Adjustments:

1.    To Schedule:  The Parties mutually agree to extend the
date of full Notice to Proceed, as described in Article  5.1
of  the  Contract, to May 1, 1997. Guaranteed Unit  Delivery
Dates  for  the First Unit and Second Unit shall remain  the
same  as  described in the Contract.  The following Critical
Dates in Article 5.2.3 are amended as listed below:

    Milestone                        Critical Date

    Start Mobilization                 5/15/97

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

    Owner's Office and Residence       60 days after
      Complete                         Notice to Proceed

    Surge Shaft Complete               6/01/98

    Headrace Tunnel Excavation 50%     7/31/98
      Complete

    Headrace Tunnel Complete           8/01/99

2.  To Costs:      None

Special Considerations:

1.    Term.  The Limited Notice to Proceed period shall  not
exceed  ninety  (90)  Days (LNTP Term), unless  extended  by
mutual  agreement  of  the  Parties.   The  Owner  shall  be
obligated to pay for Work performed in accordance  with  the
attached LNTP Construction Schedule and only in the  amounts
described herein, except as otherwise noted.  Owner shall be
entitled  to  withhold further payments for failure  by  the
Contractor  to  complete the Work in  the  time  and  manner
described  herein.  The Contractor shall  not  conduct  Work
other than that described in Exhibit A herein, nor incur any
additional costs, except at its own risk.

2.    LNTP Performance Guarantee.  Within seven (7) Days  of
the  effective date of this Change Order No. 001, Contractor
agrees to provide Owner with a Performance Guarantee, to  be
issued  in the form required by Owner attached as Exhibit  C
and from an Acceptable Performance Guarantee Issuer (as such
term  is  defined in the Contract), in the  amount  of  Five
Hundred  Thousand  and  No/100  Dollars  ($500,000.00).  The
Performance Guarantee shall remain in effect throughout  the
LNTP  Term  and may be extended by mutual agreement  of  the
Parties.

3.    EPC Performance Guarantee, Acknowledgment and Consent.
Contractor  agrees  to continue in good faith  to  negotiate
with  Owner  and  Financing Parties to  resolve  the  issues
relating  to  the  form  of  the Performance  Guarantee  and
issuing  bank  and the Acknowledgment and Consent  prior  to
Financial  Closing and full Notice to Proceed.  As  long  as
Contractor complies with its obligations under the Contract,
Contractor  shall  not be held responsible  for  failure  to
provide  a  Performance  Guarantee  and  Acknowledgment  and
Consent acceptable to the Lenders, in the event that, in the
sole discretion of the Owner, the Financing Parties requests
are unreasonable.

4.    Insurance.  Prior to mobilization and commencement  of
construction  and without limiting Contractor's  obligations
under Article 9 of the Contract, Contractor shall effect and
maintain  during  the LNTP Term at its own expense  for  the
benefit  of Owner, Contractor and Subcontractors,  insurance
for: (i) Contractor's Equipment; (ii) accidents to Laborers;
(iii) Motor Liability with a limit of US$1,000,000; and (iv)
Marine Cargo.  Contractor shall present copies of the  above
Insurance policies to Owner and evidence that such insurance
policies  are  in full force and effect. The  Parties  agree
that  in no event shall Contractor's failure to obtain these
insurance policies in a timely manner constitute grounds for
schedule or cost relief and that in no event shall Owner  be
responsible for furnishing insurance to cover the Contractor
during the LNTP Term.

5.    Payments.  Payments for Work performed during the LNTP
Term shall be deducted from the respective Milestone Payment
Schedule in Exhibit E-2 of the Contract once the full Notice
to  Proceed  is  issued  pursuant  to  Article  5.1  of  the
Contract.  The Parties agree that the retainage required  to
be withheld from these payments pursuant to Article 7.2.2 of
the  Contract and the Contractor Tax shall be deducted  from
the Mobilization Payment which shall be paid after Notice to
Proceed.   Within seven (7) Days subsequent to the  issuance
of  the  LNTP, Owner shall send via wire transfer an advance
payment in the amount of $400,000.00 and shall show proof of
wire  transfer to Contractor.  Said payment shall  represent
the  Work  to  be performed by the Contractor in  the  first
thirty  (30) Days of the LNTP Term.  Each subsequent payment
made  to  Contractor shall be due on the last  day  of  each
month  that the Work is performed as set forth in  the  LNTP
Monthly  Payment Schedule attached as Exhibit B.  Conditions
precedent  to  Owner  making  subsequent  payments   include
Contractor's  satisfaction of the obligations to  provide  a
Performance Guarantee and insurance during the LNTP Term  as
set forth in Sections 2 and 4 herein.

6.    On or before the end of the LNTP Term, unless extended
by  mutual  agreement of the Parties, the Owner shall  issue
the  full Notice to Proceed as described under Article 5  of
the Contract.

7.    This  Change  Order  No.  001  does  not  prevent  the
Contractor,  or  Owner,  from  exercising  any  remedies  or
actions provided for under the Contract.

8.    This Change Order No. 001 shall constitute the  entire
agreement  between  Owner  and Contractor  relating  to  the
subject matter hereof, shall operate as an amendment to  the
Contract, and shall be deemed to be part of the Contract.

9.    Except  as amended by this Change Order No.  001,  all
other  terms  and  conditions of  the  Contract  are  hereby
ratified and shall remain in full force and effect.

Mutually Agreed this 1st day of February, 1997 between:

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



By:                           By:
     Ted Hollon                    Zhang Chong Jiu
                                   Chief Economist




  [EXHIBIT A -- CHART OF UPPER BHOTE KOSHI HYDROELECTRIC PROJECT
  CONSTRUCTION SCHEDULE (LIMITED NOTICE TO PROCEED)]



                                    EXHIBIT B

                     UPPER BHOTE KOSHI HYDROELECTRIC PROJECT
                            Limited Notice to Proceed
                            Monthly Payment Schedule
<TABLE>
<CAPTION>

                                February    March     April      May
     Milestone       Value US$    1997      1997       1997      1997             Comments

<S>                 <C>          <C>       <C>       <C>       <C>       <C>
Personnel             $269,500   $103,383  $126,117   $40,000        $0  Includes Contractor's
                                                                         direct costs to mobilize
                                                                         and maintain personnel

Equipment             $272,671    $42,042  $204,538   $26,091        $0  Lump sums to be paid
Mobilization                                                             monthly

Worker's Comp          $75,000    $25,000   $25,000   $25,000        $0  Lump sums to be paid
                                                                         monthly

River Crossing #1      $69,575    $69,575        $0        $0        $0  Included in advance
                                                                         payment

River Crossing #2     $253,035         $0   $84,345  $168,690        $0  Based on proportional
                                                                         quantity of Work completed
                                                                         with respect to total Work

Left Bank Access       $30,000    $30,000        $0        $0        $0  Included in advance
Road                                                                     payment

Site Leveling          $70,000         $0        $0   $70,000        $0  Based on proportional
                                                                         quantity of work completed
                                                                         with respect to total Work

Seepage Cutoff        $285,252         $0        $0  $285,252        $0  Minimum 20% Completion of
                                                                         total Work for full
                                                                         payment as shown

Slope Protection      $154,330         $0        $0  $154,330        $0  Minimum 40% Completion of
                                                                         total Work for full
                                                                         payment

Desanding Physical     $50,000         $0        $0   $50,000        $0  Lump sum monthly payment
Model

Temporary Batch        $30,000    $30,000        $0        $0        $0  Included in advance
Plant Facility                                                           payment

Design                $220,000   $100,000   $60,000   $60,000        $0  Lump sum to be paid
                                                                         monthly

Demobilization        $360,000         $0        $0        $0  $360,000  See Note 1

TOTAL               $2,139,363   $400,000  $500,000  $879,363  $360,000

</TABLE>

    NOTE:  Budget figure only; actual and reasonable costs to be paid if full
           NTP is not issued by May 1, 1997 for equipment and personnel
           demobilization.





                          EXHIBIT C

                           FORM OF
                    PERFORMANCE GUARANTEE
                FOR LIMITED NOTICE TO PROCEED


THIS GUARANTEE is given on the      day  of February, 1997.

BY

     INDUSTRIAL  AND  COMMERCIAL BANK  OF  CHINA,  SINGAPORE
     BRANCH  (the  "Guarantor") of 6 Raffles Quay  HEX12-01,
     John Hancock Tower, Singapore, 048580,

AT THE REQUEST OF

     CHINA GEZHOUBA CONSTRUCTION GROUP CORPORATION FOR WATER
     RESOURCES  & HYDROPOWER (the "Contractor")  of  No.  10
     Qinbo Road Yichang,  Hubei, China,

IN FAVOR OF

     BHOTE  KOSHI POWER COMPANY PRIVATE LIMITED, of  KHA  1-
     960,  Kalimati, Tachachal, Kathmandu, Nepal, (hereafter
     referred to as "Owner").

WHEREAS:

(a)  Pursuant  to  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 (the  "ContractEPC
     Contract")  dated as of December 19, 1996  between  the
     Owner  and  the  Contractor; Owner and  the  Contractor
     agreed  to  a Change Order dated February 1,  1997,  to
     effectuate  a  limited notice to proceed (the  "Limited
     Notice to Proceed"); and

(b)  Under  the  terms  of  the Limited Notice  to  Proceed,
     Contractor    agrees   to   provide   an   irrevocable,
     unconditional   bank   guarantee   from   a   financial
     institution  acceptable to Owner for the  term  of  the
     Limited Notice to Proceed.

NOW THEREFORE, THIS GUARANTEE WITNESSETH AS FOLLOWS:

1.   This  Guarantee  is  issued  at  the  request  of   the
     Contractor as per Exhibit C (as revised and agreed upon
     between  the  Owner and the Contractor) of the  Limited
     Notice  to Proceed, and shall take effect within  seven
     (7)  days of the date of the Limited Notice to Proceed,
     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  Limited  Notice  to
     Proceed.  Owner shall return this Performance Guarantee
     to  the  Guarantor  with instructions for  cancellation
     within  two (2) days of the expiration of the  term  of
     the  Limited Notice to Proceed unless the Parties agree
     otherwise.

2.   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 US $500,000.00 (the  United
     States  Dollars five hundred thousand) (the "Guaranteed
     Amount").

3.   Under this Guarantee, the Owner is hereby granted  with
     absolute  and  unconditional rights, to  draw  on  this
     Performance Guarantee, in the event that the Contractor
     fails  to perform its obligations under the ContractEPC
     Contract  or the Limited Notice to Proceed.  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.   Such  written  demand
     shall  (i)  state  that the Contractor  has  failed  to
     perform  its obligations under the ContractEPC Contract
     or  the  Limited Notice to Proceed and, (ii)  bear  the
     original hand-written signatures of two (2) purportedly
     authorized  officers of the Owner in  conformance  with
     the specimen signatures of such officers (which may  be
     replaced  or  re-designated from  time-to-time  by  the
     Owner  upon  written  notice to  the  Guarantor).   The
     Guarantor shall not require that such written demand be
     accompanied by any documents from any third parties.

 4.  Under this Guarantee, the Guarantor is hereby committed
     to honor such written demand from the Owner for payment
     immediately  upon  presentation.  The  payment  by  the
     Guarantor  hereunder shall be made in US Dollars.   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 ContractEPC  Contract,  but
     shall   honor   its   obligations   hereunder   as   an
     indebtedness independent of the ContractEPC Contract or
     any obligations of the Contractor thereunder.

5.   This   Guarantee  is  not  assignable  by  either   the
     Guarantor  or  the  Owner.   This  Guarantee  shall  be
     binding  on the Guarantor and its successors and  shall
     inure to the benefit of the Owner.

6.   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   amendment  to  any  clause  of  the   ContractEPC
     Contract,   provided   that  any   amendment   to   the
     ContractEPC  Contract  which involves  the  Guarantor's
     assuming  greater obligation for the Guaranteed  Amount
     (with  the  exception of any increase  of  such  amount
     pursuant  to  Article 6 in the case of  change  orders)
     will   require  the  prior  written  consent   of   the
     Guarantor,   (iii)  any  failure  or   delay   in   the
     enforcement  or release of any rights of or  under  the
     ContractEPC  Contract limiting any other provisions  of
     this  Guarantee, the Guarantor 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.

7.   The  Guarantor  hereby represents and warrants  to  the
     Owner as follows:

          (a)   The  Guarantor  is a state-owned  bank  duly
          organized and validly existing under the  laws  of
          Singapore 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   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; and

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

8.   This  Bank  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 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  Bank
     Guarantee.

9.   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 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  (with
          postage prepaid mail confirmation).

          (b)  Address of the Guarantor:

               6 Raffles Quay, HEX- 01
               John Hancock Tower
               Singapore  048580
               Telephone No.: 0065-5382780
               Fax No.: 0065-5381370
               Attn.:    Ms. Wu Xinyu

10.  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

By:
Name:
Title: