EXHIBIT 10..153.01

                            SCHEDULE

                             to the

                        Master Agreement

                 dated as of December 12, 1997


                            between


      BHOTE KOSHI POWER COMPANY PRIVATE LIMITED (Party A)


                              and


       INTERNATIONAL FINANCE CORPORATION (IFC or Party B)


   Part 1.  Termination Provisions.

   (a)  "Specified Entity" means in relation to  Party  A
        for the purpose of:

        Section       5(a)(v).........................Not Applicable
        Section       5(a)(vi)........................Not Applicable
        Section       5(a)(vii).......................Not Applicable
        Section       5(b)(iv)........................Not Applicable

        and in relation to Party B for the purpose of:

        Section       5(a)(v).........................Not Applicable
        Section       5(a)(vi)........................Not Applicable
        Section       5(a)(vii).......................Not Applicable
        Section       5(b)(iv)........................Not Applicable


(b)  "Specified  Transaction" will have the meaning  specified
     in Section 14 of this Agreement.

(c)  The  "Cross Default" provisions of Section 5(a)(vi)  will
     apply to Party A and will not apply to Party B.

     If such provisions apply:

     "Specified Indebtedness" will have the meaning  specified
     in  Section  14  of  this  Agreement.  In  addition,  any
     obligation  to pay or deliver in respect of a  Derivative
     shall   also  constitute  "Specified  Indebtedness"   for
     purposes  of  clause  (2)  of Section  5(a)(vi),  if  the
     obligation is not performed as and when due, whether on a
     scheduled  payment or delivery date, in  connection  with
     early  termination or liquidation or otherwise. For these
     purposes,  "Derivative" means each  kind  of  transaction
     listed  in  the  definition  of  "Specified  Transaction"
     entered  into  between the relevant  party  or  Specified
     Entity, on the one hand, and any person, on the other.

     "Threshold Amount" means, in respect of Party A, US$0.

(d)  The  "Credit  Event  Upon Merger" provisions  of  Section
     5(b)(iv)  will  apply to Party A and will  not  apply  to
     Party B.

(e)  The  "Automatic Early Termination" provisions of  Section
     6(a)  will  not apply to Party A and will  not  apply  to
     Party B.

(f)  Payments  on  Early  Termination.   For  the  purpose  of
     Section 6(e) of this Agreement:

     (i)  Loss will apply.

     (ii) The First Method will apply.

(g)  "Termination   Currency"   means,   for    a    Specified
     Transaction,  the currency specified in the  Confirmation
     for  that Transaction, if such currency is specified  and
     freely available, and otherwise United States Dollars.

(h)  Additional  Termination Event in respect of Party  A  and
     with respect to any Transaction.  Upon the prepayment  in
     whole or in part of the Underlying Obligation (as defined
     in the Confirmation evidencing such Transaction), Party B
     shall  have the right, upon five (5) Business Days notice
     to  Party  A, to designate an Early Termination  Date  in
     respect of such Transaction or in respect of a portion of
     such  Transaction under this Agreement (and Party A shall
     be the Affected Party).


Part 2.  Tax Representations.

(a)  Payer  Representations.  For the purpose of Section  3(e)
     of  this Agreement, Party A will, and IFC will not,  make
     the  following  representation, and IFC  shall  make  the
     alternative representations stated in Part 5(c)  of  this
     Schedule:

     It  is not required by any applicable law, as modified by
     the   practice  of  any  relevant  governmental   revenue
     authority,  of  any  Relevant Jurisdiction  to  make  any
     deduction  or withholding for or on account  of  any  Tax
     from  any  payment to be made by it to  the  other  party
     under  this Agreement. In making this representation,  it
     may  rely on (i) the accuracy of any representations made
     by  the  other  party pursuant to Section  3(f)  of  this
     Agreement,   (ii)  the  satisfaction  of  the   agreement
     contained  in Section 4(a)(i) of this Agreement  and  the
     accuracy  and effectiveness of any document  provided  by
     the  other  party  pursuant to Section  4(a)(i)  of  this
     Agreement and (iii) the satisfaction of the agreement  of
     the  other  party  contained  in  Section  4(d)  of  this
     Agreement.

(b)  Payee  Representations.  For the purpose of Section  3(f)
     of  this  Agreement,  Party A makes  the  representations
     specified  below,  if  any,  and  IFC  shall   make   the
     alternative representations for purposes of Section  3(f)
     of  this  Agreement  as set forth in Part  5(c)  of  this
     Schedule:

     (i)  The following representation will not apply to Party
     A:

           It  is  fully  eligible for  the  benefits  of  the
     "Business Profits" or "Industrial and Commercial Profits"
     provision,  as the case may be, the "Interest"  provision
     or the "Other Income" provision (if any) of the Specified
     Treaty  with  respect to any payment  described  in  such
     provisions  and  received or to  be  received  by  it  in
     connection  with  this Agreement and no such  payment  is
     attributable  to  a trade or business carried  on  by  it
     through   a  permanent  establishment  in  the  Specified
     Jurisdiction.

     (ii) The following representation will apply to Party A:

           Each  payment received or to be received by  it  in
     connection   with  this  Agreement  will  be  effectively
     connected with its conduct of a trade or business in  the
     Specified Jurisdiction.


Part 3.  Agreement to Deliver Documents.

     For  the  purpose of Sections 4(a)(i) and  (ii)  of  this
     Agreement,  each  party agrees to deliver  the  following
     documents, as applicable:

(a)  Tax forms, documents or certificates to be delivered are:

   Party   required     Form/Document/       Date by which  to
   to                   Certificate          be
   deliver document                          delivered

                        N/A                  N/A
   N/A

   (b)  Other documents to be delivered are:

Party
required
to                                                          Covered by
deliver                                                     Section 3(d)
document                                                    Represen-
          Form/Document/                Delivery Date       tation
          Certificate

Party A   Evidence of the authority     Prior to execution        Yes
and       authority, incumbency  and    date of this
Party B   specimen   signature    of    Agreement.
          each person executing this
          Agreement on its behalf;

Party A   Evidence of the authority     Prior to execution        Yes
and       authority, incumbency  and    date of relevant
Party B   specimen signature of each    confirmation.
          each  person  executing  a
          Confirmation on its behalf;

Party A   Certified    copies     of    Prior to execution        Yes
and       documents  evidencing  its    date of this
Party B   authority  to execute  and    Agreement.
          deliver   this   Agreement
          and   each   Confirmation,
          and    to   perform    its
          obligations hereunder;


Party A   Any  document required  or    As soon as practicable    Yes
          permitted  to be delivered    following request
          under  the Risk Management    by Party B.
          Facility   Agreement,   if
          applicable; and

Party A   A  Legal  Opinion covering    Prior to execution        Yes
          any   of  the  above   (as    date of this
          determined by Party B).       Agreement.

Part 4.  Miscellaneous.

(a)  Addresses  for Notices. For the purpose of Section  12(a)
     of this Agreement:

     Address for notices or communication to Party A:

     Address:     c/o Panda Energy International, Inc.
                  4100 Spring Valley Road
                  Suite 1001
                  Dallas, Texas 75244
     Attention:   General Counsel

     Facsimile No.: (972) 980-6815
     Telephone No.: (972) 980-7159

     Electronic Messaging System Details:

     Address for notices or communications to Party B:

     Address:     2121 Pennsylvania Avenue, NW
                  Washington, D.C., 20433, U.S.A.
     Attention:   Director, Treasury Operations Department

     Telex  No.:  248423
     Answerback:  World Bank

     Facsimile No.: (202) 676-4376
     Telephone No.: (202) 473-8796

     Electronic Messaging System Details:

(b)  Process Agent.  For the purpose of Section 13(c) of  this
     Agreement:

     Party A appoints as its
     Process Agent: CT Corporation           1633 Broadway
                                        New York, New York

     Party B appoints its Process Agent:     Not Applicable

(c)  Offices.  The provisions of Section 10(a) will not  apply
     to this Agreement.

(d)  Multibranch Party.  For the purpose of Section  10(c)  of
     this Agreement:

     Party  A is not a Multibranch Party and Party B is not  a
     Multibranch Party.

(e)  Calculation Agent.  The Calculation Agent will be Party B
     or its designee.

(f)  Governing  Law.  This Agreement will be governed  by  and
     construed in accordance with the laws of the State of New
     York (without reference to choice of law doctrine).

(g)  Netting  of Payments.  Subparagraph (ii) of Section  2(c)
     of this Agreement will not apply.

(h)  "Affiliate" will have the meaning specified in Section 14
     of  this  Agreement unless another meaning  is  specified
     here.   As  regards  IFC the term "Affiliate"  shall  not
     include  the  International Development Association,  the
     International Bank for Reconstruction and Development  or
     the Multilateral Investment Guarantee Agency.

Part 5.  Other Provisions.

(a)  Status.  The "Status" provisions of Section 3(a)(i) shall
     not  apply  to  IFC. In place thereof IFC  represents  to
     Party  A  that it is an international organization,  duly
     established  and validly existing under its  Articles  of
     Agreement  among  the member countries signatory  thereto
     (the "Articles").

(b)  Binding    Obligations.    The   "Obligations    Binding"
     provisions of Section 3(a)(v) shall not apply to IFC.  In
     place  thereof  IFC  represents  to  Party  A  that   its
     obligations  under this Agreement constitute  its  legal,
     valid and binding obligations.

(c)  Tax   Representations  of  IFC.   The   following   shall
     constitute the Payer and Payee Tax Representations of IFC
     for  purposes  of Section 3(e) and Section 3(f)  of  this
     Agreement: "Under its Articles IFC, its assets, property,
     income and its operations and transactions authorized  by
     the  Articles are immune from all taxation and  from  all
     customs  duties levied by countries that are  members  of
     IFC.    IFC  is  also  immune  from  liability  for   the
     collection or payment of any tax or duty levied  by  such
     member country."

(d)  Withholding  Tax.  IFC shall have no obligation  to  make
     payments of additional amounts pursuant to the "Deduction
     or Withholding for Tax" provision of Section 2(d).

(e)  Stamp  Tax.   IFC shall have no obligation  to  make  any
     payment  under  the "Payment of Stamp Tax" provisions  of
     Section 4(e).

(f)  Specified   Information.  The   provisions   of   Section
     4(a)(iii)  of  this Agreement will not  apply  to  either
     party.

(g)  Default.   For the purpose of Section 5(a)(vi),  two  new
     subsections (3) and (4) shall be added as follows:

     "(3) the failure of such party or any Specified Entity to
     comply with any provision, representation or covenant  of
     a  credit or guarantee agreement (after giving effect  to
     any applicable grace period); or

     (4)   such party is in default under any provision of the
     Risk Management Facility Agreement."

(h)  Bankruptcy.  The "Bankruptcy" event of default set  forth
     in  Section  5(a)(vii) shall not apply to IFC.  In  place
     thereof  the  following event of default shall  apply  to
     IFC:   "IFC's  operations  shall  have  been  permanently
     suspended  pursuant  to  Article  V,  Section  5  of  the
     Articles."

(i)  Jurisdiction.  The "Jurisdiction" provisions  of  Section
     13(b)  shall not be taken to limit the right of IFC  when
     it is a defendant in any action brought against it in the
     United  States, at any time before the trial thereof,  to
     remove  such  action from a State court into  a  district
     court of the United States for the proper district, under
     Section  8  of the International Finance Corporation  Act
     (22 U.S.C. 282f).

(j)  Waiver   of   Immunities.   The  "Waiver  of  Immunities"
     provisions of Section 13(d) shall not apply to IFC.

(k)  IFC  Immunities.  A new Section 13(e) shall be  added  to
     read as follows:

     "Nothing  in  this  Agreement  shall  operate  as  or  be
     construed  to  constitute a waiver, renunciation  or  any
     other  modification of any privilege or immunity  of  IFC
     under  Article VI of its Articles or under any applicable
     law.   In  particular,  Party  A  acknowledges  that   in
     accordance  with IFC's Articles, actions may  be  brought
     against IFC only in a court of competent jurisdiction  in
     the  territories of a member in which IFC has an  office,
     has  appointed  an  agent for the  purpose  of  accepting
     service or notice of process, or has issued or guaranteed
     securities. Party A further acknowledges that:

     (i)   No  actions shall be brought by members of  IFC  or
     persons acting for or deriving claims from such members.

     (ii) The property and assets of IFC, wherever located and
     by  whomsoever held, shall be immune from  all  forms  of
     seizure,  attachment or execution before the delivery  of
     final judgment against IFC.

     (iii)     The archives of IFC shall be inviolable."

(l)  Reference  Market Makers.  The definition  of  "Reference
     Market-makers"  shall be amended by inserting  after  the
     word "which" in the second line the words "in the case of
     Party  B  are  otherwise satisfactory to such  party  and
     which in the case of Party A ..."

(m)  Facsimile  Transmissions.  Section  12(a)(iii)  shall  be
     deleted in its entirety and replaced by the following:

     "(iii)    if sent by facsimile transmission, on the  date
     receipt is confirmed by return facsimile transmission  or
     by other manner set forth in this Section 12(a)."

(n)  Electronic Messaging. Where a confirmation is created  by
     an  exchange  of  electronic messages, such  confirmation
     will  constitute a "Confirmation" as referred to in  this
     Agreement   even   where  not   so   specified   in   the
     confirmation, and will supplement, form part of,  and  be
     subject  to this Agreement, and all provisions  contained
     or  incorporated  by  reference in  this  Agreement  will
     govern  the  Confirmation  except  as  modified  in   the
     Confirmation.

(o)  Forward  Rate  Transactions.   For  the  purpose  of  any
     Transaction  that  is  a forward rate  agreement,  unless
     otherwise specified within the relevant confirmation, FRA
     Discounting  will  be applicable and the  convention  for
     adjustment  of  Payment  Dates,  Reset  Dates   and   the
     Termination Date will be Modified Following Business Day.

(p)  Recording.   Each party (i) consents to the recording  of
     the  telephone  conversations of  trading  and  marketing
     personnel   of  the  parties  in  connection  with   this
     Agreement or any potential Transaction and (ii) agrees to
     obtain any necessary consent of, and give notice of  such
     recording to, such personnel of it.

(q)  Definitions.  The definitions and provisions contained in
     the   1991   ISDA   Definitions  as  published   by   the
     International  Swaps  and Derivatives  Association,  Inc.
     modified  in  accordance with paragraph  (r)  below  (the
     "1991   Definitions"),   are   incorporated   into    any
     Confirmation  which supplements and forms  part  of  this
     Agreement  unless  otherwise specified  in  the  relevant
     Confirmation. In the event of any conflict  between  this
     Agreement and the provisions of the 1991 Definitions, the
     provisions of this Agreement apply.

(r)  Transactions.    All   references   in   the   1991
     Definitions  to "Swap Transactions" are  deemed  to
     include "Transactions" as defined in this Agreement
     and in any Confirmation which supplements and forms
     part of this Agreement.

(s)  Confirmations.  Each Transaction shall be evidenced
     by  a Confirmation in writing signed by the parties
     substantially in the form of Exhibit I to the  1991
     Definitions.

(t)  Interest  Rate  Caps, Collars and Floors  Addendum.
     Paragraph  4  to  the  May  1989  Addendum  to  the
     Schedule  to  Interest Rate and  Currency  Exchange
     Agreement, published by the International Swaps and
     Derivatives Association, Inc., relating to Interest
     Rate  Caps, Collars and Floors and attached  hereto
     as  Annex  A  is incorporated in this Agreement  by
     this reference and made a part of this Agreement to
     the  same extent as if such Addendum were set forth
     in full in this Agreement.

(u)  Options.  Paragraph 5 to the July 1990 Addendum  to
     the  Schedule to the Interest Rate Swap  Agreement,
     published   by   the   International   Swaps    and
     Derivatives Association, Inc., relating to  options
     is  attached as Annex B and is incorporated in this
     Agreement by this reference and made a part of this
     Agreement  to  the same extent as if such  Addendum
     were set forth in full in this Agreement.

(v)  Legal Opinion.  As a condition of effectiveness  of
     this Agreement, Party B shall have received a legal
     opinion from counsel for Party B, concurred  in  by
     counsel   for   Party  A,  with  respect   to   the
     authorization,   execution,   delivery,   legality,
     validity and enforcement of this Agreement and  the
     Risk   Management   Facility  Agreement   and   the
     Specified  Transactions to be executed  thereunder,
     and  such  opinion shall be in form  and  substance
     satisfactory to Party B.

(w)  Reimbursement of Expenses.

           (i)   Party A shall pay to Party B  the  fees
     described in the Risk Management Facility Agreement
     in accordance with the provisions thereof.

          (ii) Party A shall pay to Party B, or as Party
     B  may  direct, the fees and expenses of Party  B's
     counsel  in Nepal incurred in connection  with  the
     giving  of any legal opinions required by  Party  B
     under  this Agreement, the Risk Management Facility
     Agreement,  if  any,  and in  connection  with  any
     Specified Transaction.

(x)  Eligible  Swap Participant.  Section 3(a)  of  this
     Agreement  is  amended  to add  the  following  new
     subsection (vi):

     "(vi)      Eligible Swap Participant".   It  is  an
     "eligible swap participant" as such term is defined
     in  Section  35.1(b)(2) of the Regulations  of  the
     Commodity Futures Trading Commission."

(y)  Commodity    Definitions.    The   1993   Commodity
     Derivatives  Definitions  published  by  ISDA  (the
     "Commodity   Definitions")  are   incorporated   by
     reference  herein. Any terms used and not otherwise
     defined herein which are contained in the Commodity
     Definitions  shall  have  the  meaning  set   forth
     therein.

(z)  FX  Definitions.   The 1992 ISDA  FX  and  Currency
     Option  Definitions  published  by  ISDA  (the  "FX
     Definitions") are incorporated by reference herein.
     Any  terms  used  and not otherwise defined  herein
     which are defined in the FX Definitions shall  have
     the meaning set forth therein.




                                                  ANNEX A

          International Swap Dealers Association, Inc.

                May 1989 Addendum to Schedule to
          Interest Rate and Currency Exchange Agreement

             Interest Rate Caps, Collars and Floors

     (1)   As  used  in  this Agreement or in a Confirmation  (i)
"Rate Protection Transaction" will mean any Swap Transaction that
is  identified  in the related Confirmation as a Rate  Protection
Transaction, Rate Cap Transaction, Rate Floor Transaction or Rate
Collar    Transaction   and   (ii)   "Specified   Swap"    means,
notwithstanding Section 14 of this Agreement but subject to  Part
1  of  this  Schedule, any rate swap, rate cap, rate floor,  rate
collar, currency exchange transaction, forward rate agreement  or
other exchange or rate protection transaction, or any combination
of  such transactions or agreements or any option with respect to
any  such  transaction  now existing  or hereafter  entered  into
between  one party to this Agreement (or any applicable Specified
Entity)  and the other party to this Agreement (or any applicable
Specified Entity).

  (2)      Notwithstanding  anything  to  the  contrary  in  this
Agreement   or  in  any  Interest  Rate  and  Currency   Exchange
Definitions   published   by  the  International   Swap   Dealers
Association,  Inc.  and  incorporated in  any  Confirmation,  the
following provisions will apply with respect to a Rate Protection
Transaction:

     (a)  the Floating Rate applicable to any Calculation Period will
          be (i) with respect to a Floating Rate Payer for which a Cap
          Rate is specified, the excess, if any, of the Floating Rate
          calculated as provided in this Agreement (without reference
          to this paragraph 2(a)) over the Cap Rate and (ii) with
          respect to a Floating Rate Payer for which a Floor Rate is
          specified, the excess, if any, of the Floor Rate over the
          Floating Rate calculated as provided in this Agreement
          (without reference to this paragraph 2(a)):

     (b)  "Cap Rate" means, in respect of any Calculation Period, the
          per annum rate specified as such for that Calculation Period,
          and

     (c)  "Floor Rate" means, in respect of any Calculation Period,
          the per annum rate specified as such for that Calculation
          Period.

  (3)  For  purposes  of the determination of a Market  Quotation
for  a  Terminated Transaction in respect of which a party  ("X")
had,  immediately prior to the designation or occurrence  of  the
relevant  Early  Termination Date, no future payment  obligation,
whether  absolute or contingent, under Section  2(a)(i)  of  this
Agreement  with  respect to the Terminated transaction,  (i)  the
quotations obtained from Reference Market-makers shall be such as
to preserve the economic equivalent of the payment obligations of
the party ("Y") that had, immediately prior to the designation or
occurrence of the relevant Early Termination Date, future payment
obligations,  whether  absolute  or  contingent,  under   Section
2(a)(i)   of  this  Agreement  with  respect  to  the  Terminated
Transaction  and  (ii)  if  X is making  the  determination  such
amounts shall be expressed as positive amounts and if Y is making
the  determination  such amounts shall be expressed  as  negative
amounts.

  (4)  Notwithstanding the terms of Sections  5  and  6  of  this
Agreement,  if at any time and so long as one of the  parties  to
this Agreement ("X") shall have satisfied in full all its payment
obligations under Section 2(a)(i) of this Agreement and shall  at
the time have no future payment obligations, whether absolute  or
contingent, under such Section, then unless the other party ("Y")
is required pursuant to appropriate proceedings to return to X or
otherwise returns to X upon demand of X any portion of  any  such
payment, (a) the occurrence of an event described in Section 5(a)
of this Agreement with respect to X or any Specified Entity of  X
shall not constitute an Event of Default or a Potential Event  of
Default with respect to X as the Defaulting Party and (b) Y shall
be  entitled  to designate an Early Termination Date pursuant  to
Section 6 of this Agreement only as a result of the occurrence of
a  Termination Event set forth in (i) either Section  5(b)(i)  or
5(b)(ii)  of  this Agreement with respect to Y  as  the  Affected
Party or (ii) Section 5(b)(iii) of this Agreement with respect to
Y as the Burdened Party.


                                                       ANNEX B

          International Swap Dealers Association, Inc.

                July 1990 Addendum to Schedule to
                  Interest Rate Swap Agreement

                             Options

  (1) As used in this Agreement or in any Confirmation.  "Option"
means any Rate Swap Transaction that is identified in the related
Confirmation as an Option and provides for the grant by Seller to
Buyer  of  (i)  the  right  to  cause  an  underlying  Rate  Swap
Transaction,   the  terms  of  which  are  identified   in   that
Confirmation (an "Underlying Rate Swap Transaction"),  to  become
effective,  (ii) the right to cause Seller to pay Buyer  pursuant
to  Section 2(a) of this Agreement the Cash Settlement Amount, if
any,  in respect of the Underlying Rate Swap Transaction  on  the
Cash  Settlement  Payment Date, (iii)  the  right  to  cause  the
Optional Termination Date to become the Termination Date  of  the
related  Rate  Swap  Transaction  that  is  identified  in   that
Confirmation (a "Related Rate Swap Transaction") or (iv)  any  of
the  right  or rights specified in the related Confirmation.   An
Option  may provide for the grant of one or more of the foregoing
rights, all of which can be identified in a single Confirmation.

  (2) The following capitalized terms, if used in relation to  an
Option, have the respective meanings specified in or pursuant  to
the  related  Confirmation  (or  elsewhere  in  this  Agreement):
"Buyer",  "Seller",  "Option Premium",  "Option  Premium  Payment
Date",  "Cash Settlement Payment Date", "Cash Settlement Amount",
"Optional  Termination  Date",   "Exercise  Terms"  and   "Option
Exercise Period".

  (3)  The following provisions will apply with respect to an Option:

     (a)  Buyer will pay Seller pursuant to Section 2(a) of  this
          Agreement the Option Premium, if  any, on the Option Premium
          Payment Date or Dates.

     (b)  On the terms set forth in this Agreement (including the
          related Confirmation), Seller grants to Buyer pursuant to the
          Option, (I) if  "Physical Settlement" is specified to be
          applicable to the Option, the right to cause the Underlying Rate
          Swap Transaction to become effective, (ii) if "Cash Settlement"
          is specified to be applicable to the Option, the right to cause
          Seller to pay Buyer pursuant to Section 2(a) of this Agreement
          the Cash Settlement Amount, if any, in respect of the Underlying
          Rate Swap Transaction on the Cash Settlement Payment Date or
          (iii) if "Optional Termination" is specified to be applicable to
          the Option, the right to cause the Optional Termination Date to
          become the Termination Date of the Related Rate Swap Transaction.
          The Underlying Rate Swap Transaction, if any, shall not become
          effective unless (i) "Physical Settlement" is specified to be
          applicable to the Option and (ii) the right to cause that
          Underlying Rate Swap Transaction to become effective has been
          exercised.

     (c)  Buyer may exercise the right or rights granted pursuant to
          the Option only by delivering irrevocable notice (a "Notice of
          Exercise") to Seller (which, notwithstanding any other provision
          of this Agreement or the Code, may be delivered orally (including
          by telephone)).  The Notice of Exercise must become effective
          during the Option Exercise Period and must include the Exercise
          Terms, if any.

     (d)  Buyer will, if "Written Confirmation" is specified to be
          applicable to the Option or upon demand from Seller (which
          notwithstanding any other provision of this Agreement or the
          Code, may be delivered orally (including by telephone)), (i)
          execute a written confirmation confirming the substance of the
          Notice of Exercise and deliver the same to Seller or (ii) issue a
          telex to Seller setting forth the substance of the Notice of
          Exercise.  Buyer shall cause such executed written confirmation
          or telex to be received by Seller within one Local Banking Day
          following the date that the Notice of Exercise or Seller's
          demand, as the case may be, becomes effective.  If not received
          within such time, Buyer will be deemed to have satisfied its
          obligations under the immediately preceding sentence at the time
          that such executed written confirmation or telex becomes
          effective.

     (e)  Any notice or communication given, and permitted to  be
          given, orally (including by telephone) in connection with the
          Option will be effective when actually received by the recipient.

  (4)  For  purposes  of the determination of a Market  Quotation
for a Terminated Transaction that is identified as an Option, the
quotations obtained from Reference Market-makers shall take  into
account,  as of the relevant Early Termination Date, the economic
equivalent of the right or rights granted pursuant to that Option
which are or may become exercisable.

  (5)  Notwithstanding the terms of Sections  5  and  6  of  this
Agreement  and Section 11.6 of the Code, if at any  time  and  so
long  as the parties to this Agreement ("X") shall have satisfied
in  full  all its payment obligations under Section 2(a) of  this
Agreement   and  shall  at  the  time  have  no  future   payment
obligations, whether absolute or contingent, under such  Section,
then  unless  the  other  party ("Y")  is  required  pursuant  to
appropriate proceedings to return to X or otherwise returns to  X
upon  demand  of  X  any  portion of any such  payment,  (a)  the
occurrence  of  an  event  described  in  Section  5(a)  of  this
Agreement  with respect to X or any Specified Entity of  X  shall
not  constitute an Event of Default or Potential Event of Default
with  respect  to X as the Defaulting Party and (b)  Y  shall  be
entitled to designate an Early Termination Date pursuant  in  (I)
either Section 5(b)(i) or 5(b)(ii) of this Agreement with respect
to  Y  as  the Affected Party or (ii) Section 5(b)(iii)  of  this
Agreement with respect to Y as the Burdened Party.  For  purposes
of  this Agreement.  "Potential Event of Default" means an  event
that  with the giving of notice or lapse of time (or both)  would
become an Event of Default.