EXHIBIT NO. 10.169

                    AMENDED AND RESTATED

                   ARTICLES OF ASSOCIATION

                             OF

          BHOTE KOSHI POWER COMPANY PRIVATE LIMITED

       Incorporated under the Company Act, 2021 (1964)


ARTICLE 1.     NAME OF THE COMPANY

     The  name  of  the Company shall be Bhote  Koshi  Power
     Company Private Limited.

ARTICLE 2.     REGISTERED OFFICE OF THE COMPANY

     The registered office of the Company will be located at
     Tahachal,  Kathmandu District, Nepal.   The  registered
     office  may  be  changed  with  the  approval  of   the
     Concerned  Department  of His Majesty's  Government  of
     Nepal (HMGN).  Branches and other business offices etc.
     may  be  established as required.   However,  under  no
     circumstances may a registered office, branch or  other
     business  office of the Company be established  in  the
     United States.

ARTICLE 3.     MAIN OBJECTIVES

     The  main  objective of the Company shall be generation
     and  distribution of hydroelectric power.  The detailed
     objectives  of  the  Company  are  stipulated  in   the
     Memorandum of Association of the Company.

ARTICLE 4.     DEFINITIONS

     In  these  Articles of Association unless repugnant  to
     the subject or context:

     "ACT" means the Company Act, as in effect from time  to
     time, including any amendments thereto;

     "AFFILIATE(S)"  shall mean any person  or  entity  that
     directly   or   indirectly   (through   one   or   more
     intermediaries) controls or is controlled by  or  under
     common  control with the party specified.  For purposes
     of this definition, control of a person or entity means
     the  power,  direct or indirect, to cause or  determine
     the  direction of the management and policies  of  such
     person  or  entity (whether by ownership of securities,
     contract or otherwise);

     "AGREEMENT"  means  the  Amended  and  Restated   Joint
     Venture  Agreement  dated as of the  Financial  Closing
     Date between Nepali Party and Foreign Parties;

     "ARTICLES" means these Amended and Restated Articles of
     Association  of the Company and amendments made  hereto
     from time to time;

     "BUSINESS DAY" shall mean any Day on which the  offices
     of HMGN are not closed in Kathmandu, Nepal;

     "COMPANY"  means  Bhote  Koshi  Power  Company  Private
     Limited  incorporated  under  the  Company  Act,   2021
     (1964);

     "CONCERNED   DEPARTMENT"  means   the   Department   of
     Industries,  office  of the Company  Registrar  or  any
     other department or office designated by HMGN from time
     to time to regulate companies in Nepal;

     "DAY"  shall mean the twenty-four hour period beginning
     at 0:00 hours Nepalese Standard Time;

     "DIRECTOR(S)"  means the Director(s) appointed  by  the
     Shareholders  pursuant hereto and holding  office  from
     time to time as Director(s);

     "DIVIDEND" means a distribution of the profits  of  the
     Company;

     "DOCUMENT" means words represented in the form of type,
     printing or handwriting;

     "FINANCIAL  CLOSING DATE" means the date on  which  IFC
     makes an initial disbursement;

     "FINANCIAL  YEAR"  shall  mean  the  period   beginning
     1  January  and ending 31 December for the  purpose  of
     United States and other foreign tax laws;

     "FISCAL  YEAR"  means the fiscal year pursuant  to  the
     laws of Nepal applying to a Nepali Company to keep  its
     financial accounts and to file its tax returns;

     "FOREIGN PARTIES," collectively, means RDC OF NEPAL,  a
     Cayman  Islands corporation and subsidiary of  Resource
     Development  Consultants, a limited liability  company,
     of Wyoming, United States, PANDA OF NEPAL, a subsidiary
     of  Panda  Energy International, Inc., a Texas,  United
     States,   corporation,   and  IFC,   an   international
     organization,  which are parties to the Agreement  and,
     "Foreign    Party"   means   any   of   the   foregoing
     individually;

     "GOVERNMENTAL AUTHORITY" means the Investment Promotion
     Board of HMGN and such relevant agency or department of
     HMGN designated to regulate foreign investment in Nepal
     including,   without  limitation,  the  Department   of
     Industries of HMG/Nepal;

     "IFC"  means  International  Finance  Corporation,   an
     international organization established by  Articles  of
     Agreement among its member countries;

     "IFC  LOANS"  means loans made by IFC pursuant  to  the
     Investment Agreement;

     "IFC SHARES" means Shares of the Company to be acquired
     by IFC pursuant to the Investment Agreement;

     "INTERNAL REVENUE CODE" means the Internal Revenue Code
     of the United States;

     "INVESTMENT  AGREEMENT" means the Investment  Agreement
     dated  as  of  the Financial Closing Date  between  the
     Company and IFC;

     "LIENS" shall mean any mortgage, pledge, hypothecation,
     assignment,  deposit  arrangement,  encumbrance,   lien
     (statutory  or  other), preference, priority  or  other
     security  agreement  of any kind or  nature  whatsoever
     including, without limitation, (i) any conditional sale
     or  other  title retention agreement, any financing  or
     similar  statement or notice filed under any  recording
     or  notice  statute, and any lease having substantially
     the  same effect as any of the foregoing, and (ii)  any
     designation  (except as contemplated by the  Investment
     Agreement)   of   loss  payees  or   beneficiaries   or
     additional  insureds or any similar  arrangement  under
     any insurance policy;

     "MEMORANDUM" means the Memorandum of Association of the
     Company;

     "NEA"  means  the Nepal Electricity Authority  and  its
     successors and assigns;

     "NEPALI  PARTY" means Himal International  Power  Corp.
     Ltd., a party to the Agreement;

     "OFFICE" means the registered office of the Company;

     "POWER  PURCHASE  AGREEMENT" means the  Power  Purchase
     Agreement dated July 21, 1996 between the NEA  and  the
     Company  concerning the sale of electrical energy  from
     the Project, as amended from time to time;

     "PROJECT"   means   the   36  MW  hydroelectric   power
     generation  facility  known as the  Upper  Bhote  Koshi
     Hydroelectric Project to be located on the Bhote  Koshi
     River in the Sindhupalchok District of Nepal;

     "PROMOTER"   means   the   Shareholders   signing   the
     application for the registration of the Company and the
     Memorandum  and the Articles (which shall  not  include
     IFC);

     "PROXY"  means the duly appointed representative  of  a
     Shareholder  to attend and vote in any General  Meeting
     of the Company;

     "REGISTER"  means  the  register  of  the  Shareholders
     maintained by the Company;

     "SCHEDULE A" means the definitions included in Schedule
     A  to  the  Investment Agreement as in  effect  on  the
     Financial Closing Date;

     "SHARE(S)"   means  the  share(s)  with  a   value   of
     Rupees  100  each in the share capital of  the  Company
     from time to time;

     "SHAREHOLDER"  means  a  person  whose  name  has  been
     registered  in  the  Register  of  the  Company  as   a
     Shareholder;

     "SHARE RETENTION AND PROJECT FUNDS AGREEMENT" means the
     Share Retention and Projects Funds Agreement, dated  as
     of  the Financial Closing Date, among the Company,  the
     Sponsors and IFC;

     "SPECIAL  RESOLUTION"  means a resolution  as  required
     under Section 68 of the Company Act, 1997;

     "SPECIFIED  PROPORTION(S)" means,  prior  to  Financial
     Closing  Date, where the whole is 100%: in relation  to
     Nepali  Party, 10%; and in relation to Foreign Parties,
     85% to PANDA OF NEPAL and 5% to RDC OF NEPAL; and after
     Financial  Closing Date, where the whole  is  100%:  in
     relation  to  Nepali  Party,  10% and  in  relation  to
     Foreign Parties,  75% to PANDA OF NEPAL, 5% to  RDC  OF
     NEPAL  and  10%  to IFC or any of its transferees  (and
     subsequent transferees), unless otherwise agreed to  in
     writing  between  Nepali Party and Foreign  Parties  or
     adjusted pursuant to these Articles;

     "UNITED  STATES" or "U.S." means the United  States  of
     America.

     Words in singular include the plural.  Words signifying
     a  gender  also  signify  any  other  gender.   Persons
     include  bodies  corporate  and  other  association  of
     persons.  Interpretation of the words other than  words
     mentioned  above shall be done in accordance  with  the
     meaning ascribed to them in the Agreement.

ARTICLE 5.     LIMITED LIABILITY

     5.1  The   Company   is   a  private  limited   company
          registered  under  the  Company  Act,  2021.   The
          liability  of  its Shareholders is limited  and  a
          Shareholder  shall  not  be  liable  to  pay   any
          liability of the Company except for the face value
          of the Shares subscribed by him.

     5.2  The total number of Shareholders shall not be more
          than  50 and Shares shall not be sold or purchased
          publicly  nor transferred by way of sale, mortgage
          or   otherwise  to  any  other  person  except  in
          accordance  with the provisions of these  Articles
          and the Agreement.

     5.3  The  Company shall be an incorporated body  having
          perpetual succession and shall have its  own  seal
          for all its business purposes.

ARTICLE 6.     SHARE CAPITAL

     6.1  The  authorized share capital of the Company shall
          be  Rupees  five  billion  four  hundred  fourteen
          million  five hundred thousand (Rs. 5,414,500,000)
          divided  into one class of fifty four million  one
          hundred forty-five thousand (54,145,000) Shares of
          Rupees 100 each.  The initial issued share capital
          of   the  Company  shall  be  Rupees  two  billion
          (Rs.  2,000,000,000) divided into  twenty  million
          (20,000,000)  Shares of Rupees 100 each  and  that
          shall   be  subscribed  for  by  the  parties   in
          Specified Proportions as applicable prior  to  the
          Financial Closing Date.  The issued capital  shall
          be subscribed by Foreign Parties and Nepali Party.

     6.2  The  shareholding ratio shall at all times  be  in
          the  Specified Proportions except that it  may  be
          changed by the mutual written agreement of  Nepali
          Party  and Foreign Parties subject to the approval
          of the Concerned Department.

     6.3  Subject to the transfer restrictions set forth  in
          Article  9,  shares held by an  Affiliate  of  the
          Nepali  Party  or  an  Affiliate  of  the  Foreign
          Parties shall be deemed to be Shares held by  that
          party for the purpose of determining the Specified
          Proportions.

ARTICLE 7.     SHARES

     7.1  Unissued Shares of the Company shall remain  under
          the control of the Company.  The Company will make
          an  allotment  of Shares, record transfer  of  the
          Shares  and  make calls on Shares subject  to  the
          provisions  of the Agreement or the provisions  in
          these Articles where the Agreement is silent.

     7.2  The  particulars of allotment of  Shares  and  the
          making  of  calls on the Shares shall be submitted
          to the Concerned Department.

     7.3  When  making  calls under Article 7.1 the  Company
          shall   send   a  notice  in  writing   to   every
          Shareholder, prescribing a time limit of  30  days
          and the place and time for payment.

     7.4  The  subscriber shall remit the due amount of  the
          Shares  to  reach  the Company on  or  before  the
          prescribed date of the call for the Shares  issued
          to  and  subscribed by it.  In the event  the  due
          amount  does  not reach the Company  on  the  date
          prescribed  by  the  call, the subscriber  may  be
          required  to forfeit the Shares and the  forfeited
          Shares  may be sold by the Company, but only  with
          the unanimous approval of the Shareholders.

     7.5  Shares shall be allotted subject to the provisions
          of the Agreement.

     7.6  The person in whose name the Shares are registered
          shall  be  treated as the owner  of  such  Shares.
          However, if the Company receives an order  from  a
          competent court of law or a Governmental Authority
          regarding  the ownership of any Share, the  person
          or  persons mentioned as owner in such order shall
          be  treated  as the real owner provided,  however,
          that  no person shall be treated as the real owner
          of  the  Shares  if he has not complied  with  the
          requirements for transfers of Shares in Article 9.

     7.7  Each Shareholder shall abide by the Articles,  the
          Agreement  and  the  Act, and  it  shall  be  each
          Shareholder's duty to act in accordance with those
          provisions.

ARTICLE 8.     SHARE CERTIFICATE

     8.1  Every Shareholder shall be given a certificate for
          the  Shares  subscribed  to  by  him.   The  Share
          certificate shall mention the name of the Company,
          the  serial number, the number of Shares  and  the
          value  thereof,  and shall be signed  by  one  (1)
          Director from each Foreign Party and Nepali Party.
          In  case  any  Shareholder has made  only  partial
          payments, the amount actually paid as well as  the
          balance  to be paid shall be explicitly  mentioned
          on the front of the Share certificate.

     8.2  The  Company may issue a new Share certificate  in
          lieu of a certificate which is damaged or torn  if
          the relevant Shareholder submits an application to
          the  Company  along with such damaged certificate.
          A  new Share certificate may also be issued if the
          Share  certificate is lost and  evidence  to  that
          effect  is  submitted to the best satisfaction  of
          the  Shareholders.  The Company shall  fix  a  fee
          payable for issuing new certificates.

ARTICLE 9.     TRANSFER OF SHARES

     9.1  The  right  to Shares of the Company may  only  be
          transferred  in accordance with the provisions  of
          these Articles and the Agreement.

     9.2  No  Shareholder shall transfer its Shares  to  any
          person  who  is not already a Shareholder  without
          the   prior   written   consent   of   all   other
          Shareholders, which consent may be withheld in the
          sole   and   absolute  discretion  of  all   other
          Shareholders; provided, however, that  nothing  in
          this  Article  9  or elsewhere in  these  Articles
          shall  limit  the  rights of IFC  or  any  of  its
          transferees   (or   subsequent   transferees)   to
          transfer any of its Shares in the Company.

     9.3  For purposes of these Articles the term "transfer"
          means, with respect to any Share of the Company or
          any   interest   therein,  the   transfer,   sale,
          assignment  or  mortgage  of  the  Share  or   any
          interest  therein, the creation or  permission  to
          subsist  of  any  pledge, lien,  charge  or  other
          encumbrance  with  respect to  the  Share  or  any
          interest   therein,  the  grant  of  any   option,
          interest or other rights with respect to the Share
          or  any interest therein, or any other disposition
          of  the  Share  or any interest or rights  in  the
          Share or any part thereof.

     9.4  No transfer or purported transfer by a Shareholder
          of  any  Share in violation of the restriction  in
          Article 9.2 shall be effective to confer upon  the
          purported   transferee  rights  (i)   to   receive
          dividends,  (ii)  to receive a share  of  the  net
          assets  of the Company upon its winding up,  (iii)
          otherwise to participate in distributions  of  the
          property or assets of the Company, (iv) to receive
          notice  of meetings of the Company, (v) to  attend
          meetings  of  the Company, (vi)  to  vote  on  any
          matter,  or (vii) to receive new Shares.  Further,
          any person who receives Shares in violation of the
          restriction in Article 9.2 shall be obliged within
          30  days  of  receiving such Shares, to  offer  to
          transfer  the Shares to the remaining Shareholders
          of  the Company in the Specified Proportions,  and
          the  remaining Shareholders shall be  entitled  to
          purchase  the  Shares  offered  to  them  by   the
          purported transferee at a price agreed upon by the
          Parties.

     9.5  Any person who receives Shares in a transfer which
          complies  with the requirements in these  Articles
          and  the  Agreement  shall  submit  to  the  other
          Parties of the Agreement and to the office of  the
          Company  a written deed of adherence in  the  form
          prescribed at Annexure 1 of the Agreement  stating
          that  the transferee agrees to be governed by  all
          of the terms and provisions of these Articles, the
          Agreement  and the obligations of the  party  from
          whom it purchased the Shares, along with a copy of
          the  deed  to  record the transfer or mortgage  of
          such Shares.

     9.6  The notifications of intention to transfer Shares,
          the  terms  and conditions of a proposed transfer,
          and  the  decision  by the remaining  Shareholders
          either  to purchase Shares or to consent to  their
          transfer  to  a  person who is not  a  Shareholder
          shall  be  done in writing.  It is understood  and
          agreed   that   IFC   and  its  transferees   (and
          subsequent  transferees) are  not  bound  by  this
          Article 9.6.

     9.7  Any Shares transferred under this Article shall be
          subject  to  necessary  government  validation  or
          approval in Nepal, if required.

ARTICLE 10.    PRE-EMPTIVE RIGHTS

     10.1 The  Shareholders  hereto shall  have  pre-emptive
          rights in proportion to the number of Shares  held
          by  each  of them with respect to any new issuance
          of  Shares  of  the  Company.  However,  upon  the
          consent   of  all  Shareholders,  the  pre-emptive
          rights may be exercised in a ratio other than  the
          Shareholding ratio, particularly in the case of  a
          disinvestment by an existing Shareholder.

     10.2 If  any Shareholder does not wish to exercise  its
          pre-emptive  rights  in whole  or  in  part,  such
          Shareholder shall notify the Shareholders of  such
          intention within forty-five (45) days from the day
          of  notice that new Shares have been offered.   In
          this  case, the other Shareholders shall have  the
          pre-emptive right to such unsubscribed new Shares.

     10.3 New  Shares  to  which  none of  the  Shareholders
          hereto  have  subscribed shall  be  preferentially
          allocated to persons who have agreed to accept all
          of   the   terms  and  conditions   set   by   the
          Shareholders.

ARTICLE 11.    CHANGE OF SHARE CAPITAL

     The Company may increase or decrease its Share capital,
     issue  Shares  with preference or with special  rights,
     change  or  revoke such rights, or issue Shares  having
     lower  or  higher  denomination by  passing  a  Special
     Resolution at a General Meeting as per the Company  Act
     at  which  all  Shareholders  of  the  Company  are  in
     attendance  and at which such Shareholders  shall  have
     voted unanimously in favor.  Notwithstanding the above,
     special rights afforded IFC which the Shareholders have
     agreed  upon may not be changed or revoked, and special
     rights  of any other Shareholder which the Shareholders
     have  not  agreed upon may not be added, without  IFC's
     consent.

ARTICLE 12.    LOANS

     12.1 The   Shareholders  may  instruct  the  Board   of
          Directors  to  enter into loans for executing  the
          Company's business or any other purpose within the
          objectives  of  the  Company,  from  a   bank   or
          financial institution against the security of  the
          Company's assets.  The Directors are permitted  to
          enter  into only those loans specifically approved
          by the Shareholders in a General Meeting.

     12.2 The  Company  shall keep a register for  recording
          the  amount  of loans, the names and addresses  of
          the creditors and any other relevant details.

ARTICLE 13.    GENERAL MEETINGS

     13.1 ANNUAL GENERAL MEETING

          a.   The  Annual General Meetings of  the  Company
          shall  discuss  the  Company's  profit  and   loss
          account,  cash  flow of the Company balance  sheet
          and  the report of the Board of Directors and  the
          auditors,  fix  the remuneration of the  auditors,
          declare  dividends and perform all other  work  of
          the General Meeting.

          b.   The  first  Annual  General  Meeting  of  the
          Company shall be convened within one year from the
          date  of the Preliminary General Meeting and every
          other  Annual  General Meeting shall  be  convened
          within a period of six months from the date of the
          expiry of the Fiscal Year of the Company.

          c.   The  Annual General Meetings of  the  Company
          shall  be  held in Kathmandu, Nepal or such  other
          place  as the Shareholders may decide except  that
          under  no  circumstances shall an  Annual  General
          Meeting be held in the United States.

     13.2.     EXTRAORDINARY GENERAL MEETING

          a.    Both   the  Concerned  Department  and   any
          Shareholder or Shareholders holding at  least  10%
          in  the  aggregate of all issued  and  outstanding
          Shares may submit an application to the registered
          office  of  the  Company for the convening  of  an
          Extraordinary General Meeting whenever  they  deem
          necessary.  The power of the Board of Directors to
          call  an  Extraordinary General Meeting  shall  be
          limited  to  calling  those Extraordinary  General
          Meetings  which  the Concerned Department  or  the
          Shareholders  have  requested  pursuant  to   this
          Article.

          b.  An Extraordinary General Meeting shall be held
          in  Kathmandu, Nepal or such other  place  as  the
          Shareholders  may  decide  except  that  under  no
          circumstances   shall  an  Extraordinary   General
          Meeting be held in the United States.

     13.3 NOTICE PERIOD

          a.   Every  General  Meeting of  the  Shareholders
          shall  be  convened by issuing a notice specifying
          the  place,  date  and agenda of  the  meeting  in
          advance.   In accordance with the Act, the  notice
          period  for the Annual General Meetings  shall  be
          thirty (30) days and shall be thirty (30) days for
          all   other   General  Meetings  or  as  otherwise
          required  by  the  Act.  The days  in  the  notice
          period may be reduced by unanimous consent of  the
          Shareholders.  The notice of the General  Meetings
          shall  be served according to the Act and Articles
          to such persons who have the right to receive it.

          b.   Any  notice required or given  as  per  these
          Articles  shall be in writing and may be given  by
          registered  airmail, hand delivery  or  by  telex,
          facsimile transmission or cable at the address  of
          the  Shareholders registered at the office of  the
          Company.

     13.4 EX-AGENDA ITEMS

          At  a General Meeting, convened in accordance with
          the  Act, Shareholders may also make decisions  on
          matters not mentioned in the agenda which had been
          sent  while calling the meeting provided that  two
          thirds  of the Shareholders attending the  meeting
          vote in favor of discussing such matters.

     13.5 QUORUM FOR GENERAL MEETING

          a.   The proceedings of any General Meeting  shall
          not be conducted nor a resolution be passed unless
          25%  of  total number of Shareholders representing
          67%  of  the total value of Shares of the  Company
          are  present therein either in person or by proxy;
          provided  that  the  presence  of  at  least   two
          Shareholders  shall be compulsory  for  holding  a
          General Meeting in that manner.

          b.  In case the meeting cannot be held for lack of
          quorum, another meeting shall be convened with  an
          advance notice of at least fifteen (15) days.   In
          case another meeting is convened in this manner if
          two Shareholders of the Company, who represent 51%
          of  the total value of Shares and who are entitled
          to  vote are present there in person, there  shall
          be  no obstacle in holding the meeting.  If within
          half  an  hour of the time appointed, such meeting
          still cannot be held due to inadequate quorum, the
          same meeting shall stand adjourned to the same day
          in  the next week at the same time and place.  The
          presence   of   15%   of  the  total   number   of
          Shareholders representing 51% of the  total  value
          of  Shares  at  such adjourned meeting  either  in
          person  or  by  proxy shall constitute  a  quorum.
          Notwithstanding anything contained herein  before,
          the   Company   shall  have  to   recognize   such
          resolutions  as are passed at such a  meeting  and
          act accordingly.

          c.   A  Special  Resolution shall  not  be  passed
          unless  33%  of  the total number of  Shareholders
          representing 75% of the total value of Shares  are
          present either in person or by proxy.

          d.   The  quorum  for  holding an  Annual  General
          Meeting  shall  be as prescribed by the  Articles.
          However,   it   will   be   necessary   for    one
          representative of each Shareholder to  be  present
          at  such  a meeting for the quorum to be complete.
          If  a  meeting  is adjourned as a result  of  such
          representative    not    being    present,    then
          notwithstanding the provisions of this clause, the
          meeting  shall be held at the next appointed  date
          even  if  such representative is not  present  but
          provided  the requirement of quorum, as  described
          in this Article 13.5, is met.

     13.6 PROXY

          Shareholders    desirous    of    nominating     a
          representative shall have to submit a proxy letter
          in  the  form  as  shown below  or  as  applicable
          pursuant to the Act:

                         PROXY FORM

          In the capacity of a Shareholder of the Company,
          I/We______________ resident(s) of ______________
          hereby appoint ______________, a Shareholder of
          the Company, to attend and vote on my/our behalf
          in the General Meeting to be held on
          ________________ and other meetings to be held in
          course thereof.

                                   Signature:

                                   Date:

                                   Name:

                                   Address:

     13.7 ELECTION OF CHAIRPERSON

          The  Chairperson  of the Board of Directors  shall
          chair the General Meeting if he is present and  in
          his absence, the Shareholders present at a General
          Meeting   shall   elect,   according   to    their
          proportionate   shareholding,  by   majority   one
          Shareholder  present to preside as Chairperson  of
          the meeting.

     13.8 RESOLUTIONS

          All matters to be discussed at the General Meeting
          shall  be  presented in the form  of  resolutions.
          Except  as  provided  in  Article  16,  all  other
          resolutions  presented at  the  meeting  shall  be
          deemed to have been passed if a simple majority of
          Shareholders  present at the meeting,  whether  in
          person  or  by proxy, vote in its favor,  provided
          that in the case of a Special Resolution, it shall
          be   deemed  to  have  been  passed  if   75%   of
          Shareholders  present at the meeting,  whether  in
          person or by proxy, vote in its favor.

ARTICLE 14.    PROCEEDINGS AT GENERAL MEETINGS

     14.1 The  Shareholders shall at all times regulate  the
          authorized  business of the Company by  exercising
          control,  supervision and direction in the  manner
          deemed appropriate by them and by delegating  such
          powers,  from  time  to  time,  to  the  Board  of
          Directors  as  the Shareholders deem  appropriate.
          The  power of managing the Company shall be vested
          in  the  Shareholders solely in their capacity  as
          Shareholders.

     14.2 Without  prejudice to the above-mentioned  general
          arrangements,  the  Shareholders  in   a   General
          Meeting  shall  have  the  following  powers   and
          responsibilities:

          a.    To  arrange  for  payment  of  all  expenses
          incurred for the establishment and registration of
          the  Company,  and  approve  agreements  concluded
          before the Company is formally established.

          b.   To  appoint and remove consultants, advisors,
          technicians, assistants and other employees.

          c.   To manage and supervise all functions of  the
          Company  and  make all necessary arrangements  for
          smoothly  running  the  business  of  the  Company
          including taking loans and advances.

          d.  To execute and sign contracts on behalf of the
          Company.

          e.   To operate bank accounts and issue or endorse
          bills  of  exchange, promissory  notes,  etc.,  on
          behalf  of the Company, and buy or sell Government
          or  other bonds, to accept, sign and deal in bills
          of   exchange,  cheques,  drafts  and   Government
          securities and issue debentures on behalf  of  the
          Company.

          f.   To arrange for all documents relating to  the
          financial transactions of the Company to  be  duly
          signed by a person designated by the Shareholders.

          g.   To  exercise  powers and fulfill  the  duties
          prescribed by the Act, laws, the Agreement and the
          Articles as prevailing from time to time.

ARTICLE 15.    VOTE OF SHAREHOLDERS

     15.1 Subject  to  Article 13 and to any  other  special
          rights  or  restrictions as to voting attached  to
          any   Shares  by  or  in  accordance  with   these
          Articles, every Shareholder who is present  either
          in   person   or   through   a   duly   authorized
          representative shall have one vote for every Share
          of which he is the holder; provided that no Shares
          of one party shall confer any right to vote upon a
          resolution  for  the  removal  from  office  of  a
          Director  appointed by holders of  Shares  of  the
          other Party.

     15.2 Shareholders  shall only be entitled  to  vote  in
          accordance with the number of Shares held  if  all
          calls  on  subscription due on  those  Shares  are
          paid.

ARTICLE 16.    DECISIONS

     The  decisions listed below shall require (i)  a  95.1%
     vote of all outstanding Shares of the Company prior  to
     the commercial operation date of the Project (such term
     "Commercial  Operation  Date" shall  have  the  meaning
     defined  in  Schedule A) and (ii) a  90%  vote  of  all
     outstanding Shares of the Company after the  Commercial
     Operation Date.

     16.1  Any  change in the general nature of the business
           of   the  Company  or  any  subsidiary  and   any
           disposal  of  the undertaking or  assets  of  the
           Company  or  of  any of its subsidiaries  or  any
           substantial  part  thereof  other  than  in   the
           ordinary course of business.

     16.2  Approval of the remuneration of the President  of
           the Company, if one is appointed.

     16.3  Any  transaction, arrangement or  agreement  with
           or  for  the  benefit  of  any  Director  of  the
           Company  or his relative or any company  or  firm
           in   which   he   is  a  partner,   director   or
           shareholder.

     16.4  Acquisition   or  formation  of  any   subsidiary
           company  and  acquisition of the  undertaking  or
           the  whole  or  part of the assets of  any  other
           company  or  business which in  relation  to  the
           Company's business is substantial.

     16.5  The  conduct of any business by the Company other
           than  as  contemplated  under  the  Articles   of
           Association,    by-laws   or   other    governing
           documents of the Company.

     16.6  Incurrence  of  any  indebtedness  for   borrowed
           money  in  excess  of  Rs. 10,000,000  including,
           without  limitation, approval of all development,
           construction     and     permanent      financing
           arrangements for the Project.

     16.7  Increase,  other than by way of bonus  issue,  or
           reduction, or other alteration whatsoever in  the
           authorized  or  issued  Share  capital   of   the
           Company  or  any  of  its  subsidiaries,  or  any
           variation  of the rights attached to any  of  the
           Shares  for the time being in the capital of  the
           Company  or  any  of  its  subsidiaries,  or  the
           granting  of  any  new options to  subscribe  for
           Shares  or  issues of any securities  convertible
           into  Shares  of  the  Company,  or  any  of  its
           subsidiaries, or entering into any agreement  for
           the same.

     16.8  Any  issuance  or  sale  of  Shares,  any  voting
           securities  of  the Company or any securities  of
           the  Company which are exercisable or convertible
           into  Shares  or other voting securities  of  the
           Company.

     16.9  Any  issuance  of any securities of  the  Company
           having   a   preference  as   to   dividends   or
           distributions  whether during  the  life  of  the
           Company  or  under  dissolution,  liquidation  or
           winding-up.

     16.10 Any  reorganization,  consolidation,  merger,  or
           other business combination of the Company or  any
           subsidiary  with  or into any  other  corporation
           which  is  not  the  Company  or  a  wholly-owned
           subsidiary of the Company.

     16.11 The   sale,   lease  or  exchange   of   all   or
           substantially all of the assets of the Company.

     16.12 Any  amendments or restatement of  the  Articles,
           the  Agreement, or other governing  documents  of
           the Company.

     16.13 Any recapitalization of the Company.

     16.14 Any transaction by the Company with any Party  to
           this Agreement, or any Affiliate of any of them.

     16.15 The  mortgage  or  change  of  any  part  of  the
           Company's assets.

     16.16 The  acquisition or disposal by  the  Company  of
           any  asset  or  the  giving or receiving  of  any
           service otherwise than at market value.

     16.17 The  admission  of  any new  Shareholder  to  the
           Company  subject  to  the  proviso  contained  in
           Article 9.2 hereof.

     16.18 The  entering into any purchase, finance,  lease,
           hire  purchase,  other credit  sale  or  deferred
           payment   terms  contract  or  any  contract   of
           acquisition  or use of any assets  of  a  capital
           nature  having a value of greater in  total  than
           Rs.  5,000,000  in  any  financial  year  of  the
           Company  for which purpose the aggregate payments
           to  be  made  under  any lease hire  purchase  or
           other  credit  sale  or  deferred  payment  terms
           contract  will  be deemed to be  payable  in  the
           year in which the contract is entered into.

     16.19 The  appointment and removal of auditors  of  the
           Company.

     16.20 The   making   of  any  loans  to  Directors   or
           Shareholders of the Company.

     16.21 The  payment  or making of any interim  or  final
           dividend  or  any other distribution in  whatever
           amount the Shareholders deem appropriate.

     16.22 Notwithstanding the foregoing, if  prior  to  the
           tenth  anniversary  of  the Commercial  Operation
           Date  (as defined in Schedule A) IFC owns  5%  or
           more  of  the  Shares, then except  as  otherwise
           prohibited  by applicable law, the Company  shall
           not  take  any  action  regarding  the  following
           matters without the affirmative vote of IFC;

          i)   any material amendment of these Articles, the
               Memorandum of the Company or the Joint Venture Agreement,
               unless expressly permitted by the Shareholders' Agreement
               among the Company, the Foreign Parties and the Nepali Party,

          ii)  any merger, consolidation, recapitalization or other
               reorganization of the Company with or into any other person,

          iii) the taking of any corporate or other action by the
               Company for the (A) commencement of a voluntary winding up
               under any applicable bankruptcy, insolvency or similar law
               now or hereafter in effect, (B) consent to the entry of any
               order for relief in winding up by a court or under the
               supervision of a court under any such law, (C) consent to
               the appointment or taking possession by a receiver,
               liquidator, assignee, custodian, trustee, sequestrator or
               similar official of the Company or of any substantial part
               of the property of the Company or (D) making by the Company
               of a general assignment for the benefit of creditors,

          iv)  any  sale, lease, exchange, transfer, pledge,
               contribution to a joint venture or other disposition of
               assets resulting in the diminution of assets or other
               properties, or the incurrence or exposure, contingently or
               directly, of liability, which individually or in the
               aggregate would materially impair the ability of the Company
               to construct, own and operate the plant in accordance with
               the scope of the Project;

          v)   any transaction between the Company and any Affiliate,
               any officer or director of the Company or any Shareholder
               (or any Affiliate of any of them), except future arm's
               length transactions and except the performance of the
               Principal Documents (as defined in Schedule A), as
               applicable, in accordance with the terms thereof,

          vi)  any change in the Company's line of business from the
               Project,

          vii) any change in the line of business of any of HIPC,
               Panda of Nepal or RDC of Nepal from the holding of Shares in
               the Company and matters related thereto,

          viii)      the entering into of any contract which
               individually provides for aggregate payments in excess of
               $10,000 or together with all other contracts provides for
               aggregate payments in excess of $100,000 and which is not in
               the ordinary course of business or is on terms less
               favorable to the Company than those available in arm's
               length transactions between unrelated parties, or

          ix)  any expansion of the Project,

          x)   for such time that any portion of the IFC Loans is
               outstanding or during which IFC has any commitment with
               respect to the IFC Loans, the appointment of a replacement
               firm of auditors in the event the firm then engaged resigns
               its engagement or such engagement is proposed to be
               terminated by the Company,

          xi)  except as required by the Share Retention and Project
               Funds Agreement, any (A) increase or reduction in the
               authorized share capital of the Company, or (B) issuance,
               sale or reduction by the Company of share capital or
               securities convertible into, exchangeable for or otherwise
               granting the right to acquire share capital (including
               options, warrants and other rights), and

          xii) any creation, grant, incurrence or sufferance of any
               Liens other than as permitted by the Investment Agreement,
               (except that the affirmative vote of the Director appointed
               by IFC to the Board of Directors or the affirmative vote of
               IFC at a meeting of Shareholders shall not be required for
               the creation of a Lien in connection with the refinancing of
               the IFC Loans).

     16.23 With  respect  to  clause (ix) of  Article  16.22
           (pertaining to expansion of the Project), in  the
           event   that   IFC,   in  its   capacity   as   a
           Shareholder, casts a negative vote but all  other
           necessary  votes and corporate action  have  been
           taken  to  enable the Company to take the  action
           specified  in said clause (ix) were  it  not  for
           the  negative vote of IFC (in its capacity  as  a
           Shareholder),  then the Company may  give  notice
           to  IFC  that,  unless IFC changes  its  negative
           vote to an affirmative vote, the Company, if  and
           to  the extent permitted by applicable law,  will
           elect  to  purchase IFC's Shares  (the  "Election
           Notice").  If, within thirty (30) days after  IFC
           receives  the Election Notice (such  thirty  (30)
           day  period  referred to herein as  the  "Initial
           Thirty  Day  Period"), IFC changes the  aforesaid
           negative  vote to an affirmative vote,  then  the
           Company  shall  not  have the right  to  purchase
           IFC's Shares.  If, within the Initial Thirty  Day
           Period,   IFC  does  not  change  the   aforesaid
           negative  vote to an affirmative vote,  then  the
           Company,  if  and  to  the  extent  permitted  by
           applicable law, shall have the right, which  must
           be  exercised (if at all) within sixty (60)  days
           after  the  expiration of the Initial Thirty  Day
           Period,  to purchase all (but not less than  all)
           of  IFC's  Shares at a purchase price  per  share
           that  will  provide  to IFC a  return  on  equity
           taking into account dividends paid and any  prior
           return  of  capital, for IFC  of  twelve  percent
           (12%)  per  annum calculated for the period  from
           the   date  on  which  IFC  acquired  its  shares
           through  the  date  on  which  IFC's  Shares  are
           purchased  and measured in constant U.S.  Dollars
           by  adjusting all U.S. Dollar amounts by the rate
           of   change   during  the  foregoing  calculation
           period  in the U.S. Consumer Price Index for  all
           urban  customers.   It is expressly  acknowledged
           and  agreed  that IFC's failure  to  approve  any
           expansion of the Project in IFC's capacity  as  a
           lender  shall  not  trigger  any  rights  of  the
           Company to purchase IFC's Shares as set forth  in
           this Section 16.23.  In the event the Company  is
           not  legally permitted to purchase the Shares  or
           if  the  Shareholders (other than IFC) so  decide
           even  if  the  Company  is legally  permitted  to
           purchase  the  Shares, the right of  the  Company
           contemplated  in this Section 16.23  to  purchase
           all  of  IFC's  Shares may be  exercised  by  the
           Shareholders (other than IFC), pro rata to  their
           then  existing  holdings of  Shares  or  in  such
           other proportion as they may agree.

ARTICLE 17.    DIRECTORS

     17.1 The  Shareholders of the Company may delegate such
          administrative and related duties to the Directors
          as  they deem appropriate.  The authority  of  the
          Directors  shall be limited to the performance  of
          such duties as authorized by the Shareholders  and
          as  may be necessary to comply with the provisions
          of  the  Act.  In no instance shall the  Directors
          have  the  authority to make unauthorized business
          decisions on behalf of the Company.

     17.2 The  Company shall have up to seven (7) Directors,
          four (4) to be appointed by PANDA OF NEPAL and one
          (1)  each  by RDC OF NEPAL, IFC and Nepali  Party.
          It  is  agreed and acknowledged that IFC does  not
          have  to  appoint a Director and, during any  time
          period  in which IFC has not appointed a Director,
          the total number of Directors shall be six (6).

     17.3 The   initial  Directors  shall  consist  of   the
          nominees  of the subscribers to the Memorandum  of
          Association.

     17.4 Each Shareholder may:

          a.  appoint any person to serve as the Director(s)
          whom it is entitled to appoint pursuant to Article
          17.2; and

          b.  appoint  any person to serve as  an  alternate
          Director,  such  alternate Director  to  serve  as
          Director  in  the event the Director(s)  appointed
          pursuant  to  Article 17.4(a) becomes unavailable;
          and

          c. remove any Director appointed by it pursuant to
          Article  17.4  (a)  and (b) from  office  with  or
          without cause.

     17.5 The  remuneration of the Directors shall  be  such
          sum or sums as may from time to time be determined
          by the Shareholders in General Meeting.

     17.6 The  Directors  may be paid such traveling,  hotel
          and other expenses as may properly be incurred  by
          them  in  the execution of their duties, including
          any  such  expenses  incurred in  connection  with
          their   attendance  at  General  Meetings  or   in
          connection  with  the  business  of  the   Company
          carried out in accordance with this Agreement.

     17.7 Subject  as herein otherwise provided  or  to  the
          terms  of  any lawful agreement, the office  of  a
          Director shall be vacated:

          a.   if  he is found lunatic or becomes of unsound
          mind;

          b.   if  by notice in writing given to the Company
          he resigns his office;

          c.   if  he  is removed from office under  Article
          17.4 (b) hereof; or

          d.    if  he  fails  to  meet  any  of  the  other
          qualifications provided in the Act.

     17.8 In  the  event  a  Director or alternate  Director
          vacates  his office under Article 17.7,  or  if  a
          Director or alternate Director is otherwise unable
          to  carry  out  his duties as described  in  these
          Articles,   the   Shareholders  shall   within   a
          reasonable  period of time appoint another  person
          to  serve as Director or alternate Director of the
          Company  as provided in Article 17.4 (a) and  (b).
          A  Director shall have no authority to appoint  an
          alternate Director to serve in his place.

     17.9 Until such time as the Shareholders appoint a  new
          Director   as  described  in  Article  17.8,   the
          Shareholders   shall  exercise  all   the   powers
          referred  to  in these Articles as exercisable  by
          the Director.

ARTICLE 18.    MANAGING AGENT

     Under  no  circumstances  shall  a  managing  agent  be
     appointed for the Company.

ARTICLE 19.    DIVIDEND AND RESERVE

     19.1 Subject  to  the  Articles,  the  Shareholders  in
          General   Meeting   shall  declare   and   approve
          dividends.

     19.2 While    distributing    dividends    among    the
          Shareholders, the Company may deduct call  amounts
          or  any  other outstanding amounts to be  paid  in
          respect to Shares without formal prior notice.

     19.3 Dividends shall be paid only out of profit of  the
          Company.  The Company may create a reserve fund or
          depreciation fund out of the profit of the Company
          to  operate  the Company's business  smoothly  and
          efficiently,  to  meet  contingency  expenses,  to
          repay  loans,  to raise funds for depreciation  of
          the   Company's  assets,  to  acquire   buildings,
          machinery or other property, to meet the  cost  of
          the   development  projects  and  to  meet   other
          liabilities of the Company.  Any recommendation by
          the Board of Directors as to the amount of profits
          which  shall  be  maintained in the  reserve  fund
          shall   be   subject  to  the  approval   of   the
          Shareholders.

     19.4 The  Shareholders in General Meeting may authorize
          interim dividends to the Shareholders from time to
          time after taking into consideration the financial
          conditions of the Company.

ARTICLE 20.    ACCOUNTS AND RECORDS

     20.1 ACCOUNTS

          The  Company shall maintain its accounts  in  both
          Nepali  and English.  The accounts of the  Company
          shall  be maintained in such a way that the actual
          and  current  position of the company  is  clearly
          depicted.    The  accounts  shall   also   contain
          detailed  particulars of each head of  income  and
          expenditure,  sale  or  purchase  of   goods   and
          services  and  the assets and liabilities  of  the
          Company.   The  Company shall also  prepare  other
          accounts   and   reports  as  mentioned   in   the
          Agreement.

     20.2 PLACE OF KEEPING BOOKS

          The  accounts and records of the Company shall  be
          kept  at the Registered Office of the Company  and
          the records may be available for inspection to the
          nominees of the Shareholders during normal  office
          hours.

ARTICLE 21.    TAX MATTERS

     21.1 The  Fiscal  Year  of the Company  shall  be  such
          period  of  twelve  (12)  months  as  provided  by
          Nepalese law.

     21.2 Within 90 days after the end of each Fiscal  Year,
          the Company shall prepare and file, or cause to be
          prepared and filed, any tax returns of the Company
          and   shall  send  to  each  person  who   was   a
          Shareholder  at any time during such  fiscal  year
          copies  of  such information as may be  reasonably
          required  for the applicable income tax  reporting
          purposes  by such person.  The Company shall  also
          prepare  within  the same time period  such  other
          returns  and  information as any  Shareholder  may
          reasonably  request for the purposes of  complying
          with  requirements imposed on the Company  or  the
          Shareholders by U.S. or other foreign tax laws.

     21.3 Without  affecting in any way the characterization
          of  the  Company as a private limited  company  in
          Nepal  and the applicability of the provisions  of
          the  Act, the Shareholders intend that the Company
          be  treated  as a partnership for tax purposes  in
          the United States without in any way affecting its
          tax  status  in  Nepal.   Each  Shareholder  whose
          earnings from the Company are reported to the U.S.
          tax  authorities will ensure that the earnings are
          reported   on   a  basis  consistent   with   this
          characterization.     The    Company    and    its
          Shareholders  subject to taxation  in  the  United
          States  will make an election to be treated  as  a
          partnership  for  federal income purposes  in  the
          United   States   if  such  an  election   becomes
          available.  It is acknowledged and agreed that the
          preceding two sentences shall not be applicable to
          IFC.  If requested by any Shareholder, the Company
          will  make an election to adjust the basis of  its
          assets  so  that such basis will equal  the  basis
          which  each Shareholder has in its Shares  in  the
          Company.   The purpose for this adjustment  is  to
          ensure that any investors purchasing Shares in the
          Company  will not be subject to U.S.  taxation  on
          any  appreciation  in the value of  the  Company's
          assets  that occurred before they purchased  their
          Shares.

ARTICLE 22.    STATUTORY AUDITOR

     Subject to the provisions of the Agreement:

     22.1 The  appointment of the auditors and determination
          of   their  renumeration  shall  be  made  by  the
          Shareholders in General Meeting.

     22.2 The  auditor  shall  audit  the  accounts  of  the
          Company at least once in every Fiscal Year.

     22.3 In  case  the office of the duly appointed auditor
          falls  vacant for any reason, the Shareholders  in
          General  Meeting  may appoint another  Auditor  in
          such  vacant  post,  and the remuneration  of  the
          auditor  so  appointed  shall  be  fixed  by   the
          Shareholders.

ARTICLE 23.    BALANCE SHEET/ACCOUNT

     The Shareholders shall cause to be prepared a statement
     of  profit and loss account, a cash flow statement  and
     balance sheet for every Fiscal Year.  The accounts  for
     the  Fiscal  Year shall be prepared in accordance  with
     the  Act  and  shall be certified by the  Auditors  and
     signed by the Directors.

ARTICLE 24.    LIQUIDATION

     In   case  of  the  liquidation  of  the  Company,  the
     liability of the Company shall be settled in accordance
     with  Section 101 of the Act.  If there is any  residue
     after  the payment of expenditures incurred during  the
     winding  up  of  the Company and any  other  loans  and
     liabilities,   it   shall   be   distributed   to   the
     Shareholders  in  proportion to their holdings  in  the
     paid-up share capital of the Company.  However, if such
     liquidation  results from the Company's intentional  or
     grossly negligent actions, the Company shall declare  a
     dividend  in the maximum amount permitted by applicable
     law to IFC.

ARTICLE 25.    SIGNATURES

     We, the undersigned persons, whose name and address are
     subscribed below, are subscribed below, are desirous of
     being  incorporated into a private limited  Company  in
     pursuance  to  this  Articles  of  Association  and  we
     respectively agree to take the number of shares in  the
     capital  of  the  Company set opposite  our  respective
     names.

                                        SIGNATURE OF
S.                           NO. OF   PROMOTER OR DULY
No. NAMES, ADDRESS OF        SHARES      AUTHORIZED
    PROMOTER               SUBSCRIBED  REPRESENTATIVE   WITNESS

1.  HIMAL INTERNATIONAL     18,000
    POWER CORP. LTD.
    Post Box No. 3800
    Tahachal, Kathmandu,
    Nepal                              Prabhakar SJB
                                            Rana
    Attn:                                Authorized
    Prabhakar SJB Rana                 Representative


2.  PANDA OF NEPAL         153,000
    c/o Maples & Calder
    P.O. Box 309, Ugland
    House
    South Church Street
    Grand Cayman,
    Cayman Islands
    British West Indies               Robert L. Ransom
    Attn:                                Authorized
    Robert W. Carter                   Representative


3.  RDC OF NEPAL             9,000
    c/o W.S. Walker & Co.
    1st Floor, Caledonian
    House, Mary Street,
    P.O. Box 265 G,
    George Town,
    Grand Cayman,
    Cayman Islands
    British West Indies                Noel Cocoran,
    Attn:                                Authorized
    Frank M. Dickerson                 Representative


Dated:  August 22, 1997