<PAGE>

                                                                   EXHIBIT 10.19

                                DATED MARCH 1996

                     M1-A1 LINK ROAD (LOFTHOUSE TO BRAMHAM)

                                  DBFO CONTRACT

                      THE SECRETARY OF STATE FOR TRANSPORT

                                       AND

                             YORKSHIRE LINK LIMITED

<PAGE>

                               INDEX OF SCHEDULES

<TABLE>
<S>             <C>                                                               <C>
SCHEDULE 1      FINANCIAL MATTERS

Part 1          Form of Performance Guarantee                                       S1/1
Part 2          Milestone Event                                                     S1/5
Part 3          Base Case                                                           S1/6
Part 4          Form of Direct Agreement                                            S1/7

SCHEDULE 2      PROGRAMME                                                           S2/1

SCHEDULE 3      LAND

Part 1          Existing Road                                                       S3/1
Part 2          New Road                                                            S3/2
Part 3          Connecting Roads                                                    S3/5
Part 4          Defects in Existing Road                                            S3/6
Part 4A         Shared Facilities                                                   S3/7
Part 5          Form of Lease                                                       S3/8
Part 6          Scheme Orders                                                      S3/26
Part 7          Drawings                                                           S3/28

SCHEDULE 4      CONSTRUCTION AND HANDBACK REQUIREMENTS

Part 1          Core Construction Requirements                                      S4/1
Part 2          Construction Requirements                                           S4/3
Part 3          Design and Certification Procedure                                S4/653
Part 4          Handback Requirements                                             S4/710
Part 5          Construction Finishing Works                                      S4/716
Part 6          Noise Insulation Requirements                                     S4/717
Part 7          Drawings                                                          S4/722

SCHEDULE 5      QUALITY ASSURANCE

Part 1          Principles for Quality Plans                                        S5/1
Part 2          Quality Plans                                                      S5/13

SCHEDULE 6      OPERATION AND MAINTENANCE

Part 1          Core O&M Requirements                                               S6/1
Part 2          O&M Requirements                                                    S6/3
Part 3          Drawings                                                          S6/112

SCHEDULE 7      REPRESENTATIVES

Part 1          Department's Agent                                                  S7/1
Part 2          Department's Representative                                         S7/4
Part 3          Review Procedure                                                    S7/7

SCHEDULE 8      THIRD PARTIES

Part 1          Relevant Authorities                                                S8/1
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>             <C>                                                               <C>
Part 2          Other Interested Parties                                            S8/9
Part 3          Requirements of Relevant Authorities                               S8/12
Part 4          Requirements of Other Interested Parties                           S8/82

SCHEDULE 9      PAYMENTS

Part 1          Payments between Permit to Use Date and
                Completion Certificate                                              S9/1
Part 2          Traffic Payment                                                     S9/3
Part 3          Lane Closure Charge                                                S9/16
Part 4          Safety Performance Payment                                         S9/35
Part 5          Indexation                                                         S9/41
Part 6          Road Lengths                                                       S9/45

SCHEDULE 10     INSURANCE                                                          S10/1

SCHEDULE 11     DELAY AND FORCE MAJEURE

Part 1          Delay Events                                                       S11/1
Part 2          Force Majeure                                                      S11/3

SCHEDULE 12     CHANGE

Part 1          General Change Procedure                                           S12/1
Part 2          Department's Works Change                                         S12/17
Part 3          Department's Change in Specification                              S12/20
Part 4          Additional Works                                                  S12/23
Part 5          Compensation Events                                               S12/25
Part 6          User Paid Tolls                                                   S12/28

SCHEDULE 13     ADDITIONAL WORKS

Part 1          Procedure for Additional Works                                     S13/1
Part 2          Payment for Additional Works Services                              S13/4
Part 3          Subsequent Schemes                                                 S13/6
Part 4          Improvements                                                      S13/10
Part 5          Safety Improvements                                               S13/11

SCHEDULE 14     RECORDS AND REPORTS

Part 1          Records                                                            S14/1
Part 2          Reports                                                            S14/5

SCHEDULE 15     DISPUTES RESOLUTION PROCEDURE                                      S15/1

SCHEDULE 16     LIAISON PROCEDURES

Part 1          General Principles                                                 S16/1
Part 2          Operations, Emergencies and Traffic Management                     S16/2

SCHEDULE 17     COMMUNICATIONS REQUIREMENTS

Part 1          Core Communications Requirements                                   S17/1
Part 2          Communications Requirements                                        S17/8
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>             <C>                                                               <C>
SCHEDULE 18     PENALTY POINTS                                                     S18/1

SCHEDULE 19     STATUTORY UNDERTAKERS

Part 1          Authorised Functions                                               S19/1
Part 2          Services in Relation to the Secretary of State's Function          S19/3
Part 3          Other Services                                                     S19/7

SCHEDULE 20     TRAFFIC SIGNS

Part 1          Locations                                                          S20/1
Part 2          Text                                                               S20/2

SCHEDULE 21     CONTRACTED OUT FUNCTIONS OF THE SECRETARY OF STATE                 S21/1
</TABLE>

                                      iii

<PAGE>

M1-A1 LINK ROAD (LOFTHOUSE TO BRAMHAM)

THIS DBFO CONTRACT (this "Agreement") is made the 26th day of March 1996

BETWEEN:

(1)      THE SECRETARY OF STATE FOR TRANSPORT of 76 Marsham Street, London SW1P
         4DR (the "Secretary of State"); and

(2)      YORKSHIRE LINK LIMITED, a company organised and existing under the laws
         of England, registered under number 2999303 and having its registered
         office at 1 Berkeley Street, London W1A 1BY (the "DBFO Co").

WHEREAS:

(A)      The Government of the United Kingdom desires to have the private sector
         invest and participate in the development of the nation's transport
         system.

(B)      In accordance with the foregoing policy, interested persons were
         invited to submit proposals for investing in the Project.

(C)      The Project will comprise the design, construction, financing and
         operation of approximately 30km of motorway and trunk road between
         Junction 28 (Tingley) of the M62 motorway and Bramham Crossroads on the
         A1 Trunk Road, together with ancillary highway, landscaping and
         drainage works as authorised by the Secretary of State in 1993, the
         construction of a maintenance depot at Bramham and the maintenance of
         the Project Facilities throughout the Contract Period.

(D)      Proposals were submitted by the DBFO Co for the design and construction
         of the Works, the financing, operation and maintenance of the Project
         Facilities and the conduct of the other Operations during the Contract
         Period.

(E)      The agreements referred to in Clause 2.3 have been entered into on or
         prior to the date hereof.

(F)      The Secretary of State and the DBFO Co have reached agreement as set
         out in this Agreement.

(G)      The Secretary of State is satisfied that this Agreement would be of
         benefit to the public.

NOW IT IS HEREBY AGREED as follows:

<PAGE>

M1-A1 LINK ROAD (LOFTHOUSE TO BRAMHAM)

                                     PART I

                                     GENERAL

1.       DEFINITIONS AND INTERPRETATION

1.1      Definitions

         In this Agreement (including the recitals and Schedules), unless the
         context otherwise requires, the following expressions have the
         following meanings:

         "Abnormal Indivisible Load" means any vehicle which does not comply
         with the restrictions as to laden weight and dimensions set out in Part
         IV of The Road Vehicles (Construction and Use) Regulations 1986 (S.I.
         1986/1078).

         "Accrued Relevant Payments" has the meaning given in Clause
         36.3A.4.2.1.

         "Additional Works" means any change, improvement or addition made or
         proposed to be made to the design, layout or structure of the Existing
         Road (other than any Upgraded Section) at any time or of the New Road
         at any time after issue of the Completion Certificate (but excluding
         any Subsequent Scheme and any Improvement).

         "Additional Works Contract" has the meaning given in paragraph 3.1.4 of
         Part 1 of Schedule 13.

         "Additional Works Contractor" has the meaning given in paragraph 3.1.4
         of Part 1 of Schedule 13.

         "Additional Works Notice" has the meaning given in paragraph 1.1 of
         Part 1 of Schedule 13.

         "Additional Works Services" has the meaning given in paragraph 3.1 of
         Part 1 of Schedule 13.

         "Adjacent Areas" means the areas, shown or identified as such on the
         date hereof on drawings entitled 'Land Areas' in Part 7 of Schedule 3,
         which do not form part of the Site but upon which part of the
         Operations are to be carried out; provided that each part of the
         Temporary Adjacent Areas shall cease to be part of the Adjacent Areas
         from the date upon which a Taking Over Certificate is issued in respect
         of Local Facilities located on such part.

         "Advance Works Contract" means an agreement dated 8th February 1996
         made between the Secretary of State and the unincorporated joint
         venture comprising Trafalgar House Construction Special Projects
         Limited and Wimpey Construction Limited in respect of certain advance
         site clearance works in relation to the Project.

         "Affected Contract Year" means each Contract Year in respect of which
         there is a Change in Costs, a Change in Traffic or a Change in Capital
         Costs as a consequence of an Eligible Change.

         "Aggregate Commuted Sum" has the meaning given in Clause 29.1.1.

         "Aggregate Relevant Monthly Amount" has the meaning given in Clause
         29.3.1.1.

         "Alternative Proposal" has the meaning given in paragraph 1 of Section
         B of Part 3 of Schedule 4.

         "Amended Funding Agreement" has the meaning given in Clause 2.4.4.2.

         "Annual Reconciliation Notice" has the meaning given in Clause 29.4.2.

         "Annual Report" has the meaning given in paragraph 3 of Part 2 of
         Schedule 14.

                                       2

<PAGE>

M1-A1 LINK ROAD (LOFTHOUSE TO BRAMHAM)

         "Appeal" has the meaning given in Clause 26A.4.2.2.

         "Applicable Interest Rate" means:

         (a)      in respect of the Relevant Funding Liabilities arising in
                  respect of, or (in the case of a Funding Agreement which is a
                  Hedging Agreement) in relation to, the facility agreement
                  referred to in Clause 2.3.1.3.2:

                  (i)      to the extent not guaranteed by 3i,     per cent per
                           annum plus the Applicable Margin as defined in the
                           relevant Funding Agreement, and

                  (ii)     to the extent guaranteed by 3i,    per cent per annum
                           plus the Applicable Margin as defined in the relevant
                           Funding Agreement;

         (b)      in respect of Relevant Funding Liabilities arising in respect
                  of, or (in the case of a Funding Agreement which is a Hedging
                  Agreement) in relation to the facility agreement referred to
                  in Clause 2.3.1.3.3,    per cent per annum plus the Applicable
                  Margin and Guarantee Fee Rate as defined in the relevant
                  Funding Agreement;

         (c)      in respect of Relevant Funding Liabilities arising in respect
                  of, or (in the case of a Funding Agreement which is a Hedging
                  Agreement) in relation to, the senior subordinated facility
                  agreement referred to in Clause 2.3.1.3.4,    per cent per
                  annum plus the Applicable Margin as defined in the relevant
                  Funding Agreement;

         (d)      in respect of Relevant Funding Liabilities arising in respect
                  of, or (in the case of a Funding Agreement which is a Hedging
                  Agreement) in relation to, the facility agreement referred to
                  in Clause 2.3.1.3.5, per cent per annum plus the Applicable
                  Margin and Redemption Premium as defined in the relevant
                  Funding Agreement;

         (e)      in respect of Relevant Funding Liabilities arising in respect
                  of, or (in the case of a Funding Agreement which is a Hedging
                  Agreement) in relation to, the subordinated facility agreement
                  referred to in Clause 2.3.1.3.5, per cent per annum plus the
                  Applicable Margin and Guarantee Fee Rate as defined in the
                  relevant Funding Agreement;

         (f)      in respect of the (pound)12,000,000 15% subordinated loan
                  stock created by the Instrument referred to in Clause
                  2.3.1.3.18;

         (g)      in any other case,    per cent per annum.

         "Application" has the meaning given in Clause 26A.4.2.1.

         "Approval" has the meaning given in Clause 43.2 [Reasonableness].

         "Approved Funding Agreement" means a Funding Agreement which, in
         accordance with Clauses 2.4.2 and 2.4.3, constitutes an "Approved
         Funding Agreement" for the purposes of this Agreement, and shall
         include any Immaterial Amendments and Waivers of such Funding Agreement
         (whether or not such Immaterial Amendments and Waivers are approved by
         the Secretary of State for the purposes of such Clauses).

         "Archaeologist" means Peter Fasham of Babtie Group or such substitute
         as may be appointed by the Contractor for the time being in accordance
         with Clause 41.4.1.

         "Associated Company" means, in respect of a relevant company, a company
         which is a Subsidiary, a Holding Company or a company which is a
         Subsidiary of a Holding Company of that relevant company and, in the
         case of the DBFO Co, shall include each of the Sponsors and the
         Contractor and any company

                                       3
<PAGE>

M1-A1 LINK ROAD (LOFTHOUSE TO BRAMHAM)

         which is a Subsidiary, a Holding Company or a company which is a
         Subsidiary of a Holding Company of a Sponsor or the Contractor.

         "Audit Team" has the meaning given in paragraph 2.1 of Section A of
         Part 3 of Schedule 4.

         "Band" means each of the bands of Traffic Payments referred to in Part
         2 of Schedule 9.

         "Base Case" means the output from the Financial Model on the date of
         execution of this Agreement, a print out of the assumptions, cash flow,
         profit and loss and balance sheet parts of which is set out in Part 3
         of Schedule 1.

         "Brief Annual Report" has the meaning given in paragraph 3.2 of Part 2
         of Schedule 14.

         "Census Limits of Accuracy" has the meaning given in Clause 28.4.1.

         "Certificate" means any certificate to be issued pursuant to this
         Agreement and in particular:

         (a)      "Advance Release Certificate" means a certificate to be issued
                  by the Department's Representative on behalf of the Secretary
                  of State pursuant to Clause 17.8.3.1 in the form set out in
                  Annex 1(22) to Part 3 of Schedule 4.

         (b)      "Alternative Proposal Certificate" means a certificate in the
                  form set out in Annex 1(12) to Part 3 of Schedule 4.

         (c)      "Certificate of Commencement" means the certificate to be
                  issued by or on behalf of the Secretary of State pursuant to
                  Clause 7.2 [Certificate of Commencement] in the form set out
                  in Annex 1(19) to Part 3 of Schedule 4.

         (d)      "Check Certificate" (Structures) means a certificate in the
                  form set out in Annex 1(4) to Part 3 of Schedule 4;

         (e)      "Communications Certificate" means a certificate in the form
                  set out in Annex 1(20) to Part 3 of Schedule 4;

         (f)      "Completion Certificate" means a certificate in the form set
                  out in Annex 1(16) to Part 3 of Schedule 4;

         (g)      "Construction Certificate" means a certificate in the form set
                  out in Annex 1(13) to Part 3 of Schedule 4;

         (h)      "DBFO Co's Substantial Completion Certificate" means a
                  certificate in the form set out in Annex 1(14) to Part 3 of
                  Schedule.4;

         (i)      "DBFO Co's Works Change Certificate" means a certificate in
                  the form set out in Annex 1(10) to Part 3 of Schedule 4;

         (j)      "Department's Works Change Certificate" means a certificate in
                  the form set out in Annex 1(11) to Part 3 of Schedule 4;

         (k)      "Design Certificate (General)" means a certificate in the form
                  set out in Annex 1(1) to Part 3 of Schedule 4;

         (l)      "Design Certificate (Geotechnical) means a certificate in the
                  form set out in Annex 1(2) to Part 3 of Schedule 4;

                                       4
<PAGE>

M1-A1 LINK ROAD (LOFTHOUSE TO BRAMHAM)

         (m)      "Design Certificate (Structures)" means a certificate in the
                  form set out in Annex 1(3) to Part 3 of Schedule 4;

         (n)      "Handback Certificate" means a certificate in the form set out
                  in Annex 1(18) to Part 3 of Schedule 4;

         (o)      "Milestone Certification" means a certificate in the form set
                  out in Annex 1(21) to Part 3 of Schedule 4;

         (p)      the Permit to Use;

         (q)      "Programme Certificate" means a certificate in the form set
                  out in Annex 1(6) to Part 3 of Schedule 4;

         (r)      "Road Safety Audit Certificate" means a certificate in the
                  form set out in Annex 1(9) to Part 3 of Schedule 4;

         (s)      "Taking Over Certificate" means a certificate in the form set
                  out in Annex 1(17) to Part 3 of Schedule 4;

         (t)      "Temporary Works Check Certificate" means a certificate in the
                  form set out in Annex 1(5) to Part 3 of Schedule 4; and

         (u)      "Test Confirmation Certificate" means a certificate in the
                  form set out in Annex 1(7) to Part 3 of Schedule 4.

         "Change Figure" has the meaning given in paragraph 4.1 of Part 1 of
         Schedule 12.

         "Change in Capital Costs" means any net increase in the DBFO Co's costs
         of performing the Operations (other than (i) operation and maintenance
         costs and other costs of a similar or recurring nature and (ii) Lane
         Closure Charges) as a consequence of an Eligible Change or Eligible
         Changes the subject of a notice under paragraph 2.1 of Part 1 of
         Schedule 12. For the avoidance of doubt, this does not include any loss
         of revenue and any increase in such costs shall be a positive figure.

         "Change in Costs" means any net increase or decrease in the DBFO Co's
         costs of performing the Operations in respect of a Contract Year as a
         consequence of an Eligible Change or Eligible Changes the subject of a
         notice under paragraph 2.1 of Part 1 of Schedule 12. For the avoidance
         of doubt, this includes Lane Closure Charges but does not include any
         loss of revenue. The Change in Costs shall be calculated on the
         assumption that all costs in respect of a Contract Year are incurred on
         the day which is the mid point of such Contract Year. For the avoidance
         of doubt, any increase in costs shall be a positive figure and any
         decrease in costs shall be a negative figure.

         "Change in Law" means the coming into effect of:

         (a)      any Legislation enacted after the date of execution of this
                  Agreement; or

         (b)      any modification of any Legislation existing on the date of
                  this Agreement (where such modification comes into effect
                  after the date of execution of this Agreement)

         (but excluding in either such case any lawful requirements of any
         Relevant Authority and any change in the interpretation of any
         Legislation) which is binding on the DBFO Co.

         "Change in Revenues" means any increase or decrease in the DBFO
         Payments (but excluding any Aggregate Commuted Sum) receivable by the
         DBFO Co in respect of a Contract Year as a consequence of the Eligible
         Change or Eligible Changes the subject of a notice under paragraph 2.1
         of Part 1 of Schedule

                                       5
<PAGE>

M1-A1 LINK ROAD (LOFTHOUSE TO BRAMHAM)

         12. The Change in Revenues shall be calculated on the assumption that
         all Traffic Payments in respect of a Contract Year are received on the
         day which is the mid point of such Contract Year. For the avoidance of
         doubt, any decrease in revenues shall be a positive figure and any
         increase in revenues shall be a negative figure.

         "Change in Traffic" means any net increase or decrease in the traffic
         using the Project Road in a Contract Year as a consequence of the
         Eligible Change or Eligible Changes the subject of a notice under
         paragraph 2.1 of Part 1 of Schedule 12.

         "Checker" means any person appointed in accordance with paragraph 39 of
         Section A of Part 3 of Schedule 4 to check a Category III Structure or
         such substitute as may be appointed by the DBFO Co for the time being
         in accordance with Clause 41.4.1.

         "Checking Team" has the meaning given in paragraph 2.3 of Section A of
         Part 3 of Schedule 4.

         "Claim" means any claim, demand, proceedings or liability.

         "Commencement Date" means the date on which the Certificate of
         Commencement is issued.

         "Commissioners" has the meaning given in Clause 44.1.3.

         "Communications Requirements" means the requirements set out or
         identified in Part 2 of Schedule 17 [Communications Requirements] as
         amended from time to time by any Works Change, Alternative Proposal or
         Department's Change in Specification or in accordance with Clause 12.2
         [O&M Requirements].

         "Commuted Sum" has the meaning given in paragraph 6 of Part 1 of
         Schedule 12.

         "Compensation Event" means any of the following:

         (a)      an event within Clause 24.5.3 [Step-In Rights] (but only if it
                  is determined to be a Delay Event);

         (b)      a material breach by the Secretary of State of the provisions
                  of Clause 8.1 [Access for DBFO Co] (but only if such breach is
                  determined to be a Delay Event);

         (c)      failure by the Department's Agent to issue the Permit to Use,
                  the Completion Certificate or a Taking Over Certificate when
                  required to do so in accordance with Clause 11.1, 11.2 or 11.3
                  respectively;

         (d)      the disallowance by HM Customs & Excise of recovery of input
                  VAT incurred by the DBFO Co on expenditure attributable to the
                  Project on the grounds that the supplies made by the DBFO Co
                  in relation to the Project are exempt and not taxable for the
                  purposes of VAT;

         (e)      the occurrence of a Relevant Change in Law (but only if such
                  Relevant Change in Law does not give rise to a right of
                  termination in accordance with Clause 38.5).

         "Confidential Information" has the meaning given in Clause 46.1
         [Confidential Information].

         "Connecting Roads" means the lengths of trunk road or motorway
         described in Part 3 of Schedule 3 which provide access to the Project
         Road and for which the Secretary of State is the highway authority.

         "Construction Contract" means the contract titled "Agreement for the
         Design and Construction of the M1-A1 Link Road (Lofthouse to Bramham)"
         of even date herewith between the DBFO Co and the Contractor for the
         design and construction of the Works.

         "Construction Finishing Works" means the works more particularly set
         out in Part 5 of Schedule 4.

                                       6
<PAGE>

M1-A1 LINK ROAD (LOFTHOUSE TO BRAMHAM)

         "Construction Period" means the period commencing on the Commencement
         Date and ending on the Permit to Use Date.

         "Construction Period LCCs" has the meaning given in paragraph 6 of Part
         3 of Schedule 9.

         "Construction Plant" means plant, materials and equipment used or to be
         used by the Contractor in the construction of the Project Facilities
         but does not include Plant.

         "Construction Requirements" means:

         (a)      the standards, specifications and requirements for design and
                  construction set out or identified in Part 2 of Schedule 4;
                  and

         (b)      the Noise Insulation Requirements,

         as amended from time to time by any Works Change, Alternative Proposal
         or Department's Change in Specification.

         "Contracting Associate" means the Designer, Contractor, and any other
         Associated Company of the DBFO Co which performs any function in
         connection with this Agreement or the Operations.

         "Contract Period" means the period commencing on the Commencement Date
         and expiring 30 years therefrom (subject to the provisions of Clauses
         33.4.1 and 33.4.4 [Consequences of Force Majeure]) or on such other
         date as shall be the Termination Date.

         "Contract Year" means a period of twelve months starting on 1st April,
         with the exception of the first Contract Year, which shall commence on
         the Commencement Date and end on the 31st March 1997 (the "First
         Contract Year"), and the last Contract Year, which shall commence on
         1st April and end on the Termination Date (the "Last Contract Year").

         "Contractor" means the unincorporated joint venture comprising
         Trafalgar House Construction Special Projects Limited and Balfour
         Beatty Civil Engineering Limited or such substitute contractor as may
         be appointed by the DBFO Co for the time being in accordance with
         Clause 41.4.1.

         "Contractor's Quality Plan" has the meaning given in Clause 21.1.3.3.

         "Core Constriction Requirements" means the requirements set out or
         identified or referred to in Part 1 of Schedule 4 [Core Construction
         Requirements].

         "Core Communications Requirements" means the requirements set out or
         identified or referred to in Part 1 of Schedule 17 [Core Communications
         Requirements].

         "Core O&M Requirements" means the requirements set out or identified or
         referred to in Part 1 of Schedule 6 [Core O&M Requirements].

         "Court" means any court of competent jurisdiction.

         "Credit Providers" has the meaning given to it in the Direct Agreement.

         "Cumulative Threshold" means (pound)2,000,000 (in April 1995 prices).

         "Custody Agreement" means the agreement so titled of even date herewith
         between the DBFO Co, the Secretary of State and the National Computing
         Centre Limited for the custody of the Financial Model.

                                       7
<PAGE>

M1-A1 LINK ROAD (LOFTHOUSE TO BRAMHAM)

         "Date for Completion" means 30th June 2000, subject to adjustment in
         accordance with Clause 10.6 [Extension of Time].

         "DBFO Co's Quality Plan" has the meaning given in Clause 21.1.3.1.

         "DBFO Co's Quality Plan for O&M" has the meaning given in Clause
         21.1.3.1.3.

         "DBFO Co's Quality Plan for the Management of Construction" has the
         meaning given in Clause 21.1.3.1.1.

         "DBFO Co's Quality Plan for the Management of O&M" has the meaning
         given in Clause 21.1.3.1.2.

         "DBFO Co's Representative" means the person appointed by the DBFO Co
         pursuant to Clause 20.2 (The DBFO Co's Representative] or such
         substitute as may be appointed by the DBFO Co for the time being
         pursuant to Clause 20.3 [Change of Representatives].

         "DBFO Co's Systems" has the meaning given in Schedule 17.

         "DBFO Co Termination Event" means any of the events set out in Clause
         37.1 [DBFO Co Termination Events].

         "DBFO Co Traffic Sign" has the meaning given in Clause 14.4.

         "DBFO Co's Works Change" means a Works Change initiated by the DBFO Co
         in accordance with Clause 9.4.

         "DBFO Payment" has the meaning given in Clause 29.1.1 [DBFO Payments].

         "Deemed Department's Change" means any Change in Law which requires:

         (a)      a variation in the design, quality or quantity of the Works
                  (including any addition, omission, substitution, alteration in
                  design and/or variation in the Construction Requirements or
                  the Communications Requirements); or

         (b)      a variation in the quality or quantity of the Operations
                  (other than as referred to in paragraph (a) above)

         and which, if it were instructed as such, would constitute a
         Department's Works Change or a Department's Change in Specification;
         provided that there shall be excluded from the definition of a Deemed
         Department's Change any such Change in Law (other than a Relevant
         Change in Law) if, following such a Department's Works Change or
         Department's Change in Specification, the Construction Requirements,
         the Communications Requirements or the O&M Requirements (as the case
         may be) would be materially less likely to achieve satisfaction of the
         Core Construction Requirements (but excluding the Core Construction
         Requirements set out in Annex 15 to Part 2 of Schedule 4), the Core
         Communications Requirements (but excluding the Core Communications
         Requirements set out in Sections A and B of Part 1 of Schedule 17) or
         the Core O&M Requirements (as the case may be) than the Construction
         Requirements, the Communications Requirements or the O&M Requirements
         (as the case may be) prior to such Department's Works Change or
         Department's Change in Specification.

         "Deemed Department's Change Notice" has the meaning given in Clause
         33A.2.1.

         "Deemed Issue Period" has the meaning given in Clause 11.1.5.

         "Default Period" has the meaning given in Clause 36.3A.4.2.1.

                                       8
<PAGE>

M1-A1 LINK ROAD (LOFTHOUSE TO BRAMHAM)

         "Defective Equipment" has the meaning given in Clause 28.7.1
         [Correction of Defects].

         "Delay Event" means any of the events specified in Part 1 of Schedule
         11 [Delay Events].

         "Delay Period" has the meaning given in Clause 10.6.6.

         "Department's Agent" means Pell Frischmann Consultants Limited
         (Wakefield) or such substitute as may be appointed by the Secretary of
         State for the time being pursuant to Clause 20.3 [Change of
         Representatives].

         "Department's Change in Specification" means a variation in the quality
         or quantity of the Operations (other than a Department's Works Change)
         initiated by the Department's Representative in accordance with Part 3
         of Schedule 12 [Department's Change in Specification] and may include
         any addition, omission, substitution, alterations in design and/or
         variations in the Technical Requirements.

         "Department's Nominee" means, where referred to in the context of the
         design, construction, completion, commissioning or testing of the Works
         or any activities under this Agreement related thereto, the
         Department's Agent and in all other circumstances the Department's
         Representative.

         "Department's Representative" means the Northern Network Management
         Division of the Highways Agency or such substitute as may be appointed
         by the Secretary of State for the time being pursuant to Clause 20.3
         [Change of Representatives].

         "Department's Standards" means all standards and specifications issued
         by the Secretary of State from time to time in respect of the design,
         construction, operation or maintenance of highways, including without
         limitation the following:

         (a)      the Design Manual for Roads and Bridges including all
                  Department Technical Advice Notes and Technical Design Notes;

         (b)      the Specification for Highway Works;

         (c)      the Notes for Guidance;

         (d)      Highway Construction Details, published by HMSO as Volume 3 of
                  the Manual of Contract Documents for Highway Works;

         (e)      Roads Circulars issued by the Department;

         (f)      the Trunk Roads Maintenance Manual.

         "Department's Works Change" means a Works Change initiated by the
         Department's Agent in accordance with Part 2 of Schedule 12
         [Department's Works Change].

         "Departure from Standard" means one of, or a combination of, the
         following:

         (a)      the use of technical design directives other than those in the
                  DMRB for fundamental aspects of design;

         (b)      the use of technical specifications for materials or
                  workmanship other than those in the SHW for fundamental
                  aspects of construction;

         (c)      the use of a set of requirements (additional criteria) for any
                  aspect of the Works for which requirements are not given in
                  the Department's Standards in force at the date of execution
                  of this Agreement;

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         (d)      the use of a standard set out in the DMRB in circumstances
                  where such standard would not normally be applicable, where
                  such usage is justified on economic or environmental grounds;

         in any such case approved by the Secretary of State on or prior to the
         date of execution of this Agreement, and any relaxation in any of the
         Department's Standards in force at the date of execution of this
         Agreement not requiring approval by the Secretary of State in
         accordance with the DMRB.

         "Design and Certification Procedure" means the procedure set out in
         Part 3 of Schedule 4 [Design and Certification Procedure].

         "Design Contract" means the contract titled "Agreement for Design
         Services" of even date herewith between the Contractor and the Designer
         for the design of the Works.

         "Design Data" means all calculations, designs, design or construction
         information, standards, specifications, plans, drawings, graphs,
         sketches, models and other materials, including all eye readable or
         computer or other machine readable data, prepared or to be prepared by
         or on behalf of the DBFO Co or the Secretary of State relating to the
         design or construction of the Works or any Works Change or the
         operation, maintenance or improvement of the Project Facilities.

         "Designer" means Babtie Group Limited or such substitute as may be
         appointed by the Contractor for the time being in accordance with
         Clause 41.4.1.

         "Designer's Quality Plan" has the meaning given in Clause 21.1.3.2.

         "Designer's Quality Plan for Design" has the meaning given in Clause
         21.1.3.2.1.

         "Designer's Quality Plan for Examination of the Works" has the meaning
         given in Clause 21.1.3.2.2.

         "Design Manual for Roads and Bridges" or "DMRB" means the Design Manual
         for Roads and Bridges, published by HMSO.

         "Design Team" has the meaning given in paragraph 2.4 of Section A of
         Part 3 of Schedule 4.

         "Detailed Design" means the detailed design to be developed from the
         preliminary design shown in the Construction Requirements and the
         Communications Requirements in respect of each part of the Permanent
         Works so as to allow construction of that part in accordance with the
         Construction Requirements and the Communications Requirements and so as
         to procure satisfaction of the Core Construction Requirements and the
         Core Communications Requirements.

         "De-Trunked Segment" means any segment of the Existing Road described
         as such in Part 1 of Schedule 3 (and shown on drawings numbered
         40114/04/05/10 Revision A and 40114/04/05/13 Revision C in Part 7 of
         Schedule 3) which is or is to be de-trunked in accordance with an order
         made pursuant to Section 10(2)(b) of the Highways Act.

         "Direct Agreement" means the agreement to be entered into between the
         Secretary of State, the Intercreditor Agent (on behalf of the Credit
         Providers) and the DBFO Co in the form set out in Part 4 of Schedule 1
         and includes any New Direct Agreement (as defined in such agreement)
         from time to time.

         "Direction" has the meaning given in Clause 26A.4.2.4.

         "Disclosed Data" has the meaning given in Clause 34.2.1.

         "Discount Rate" means the nominal internal rate of return of the
         Project before interest and tax as shown in the Base Case, which is
         agreed to be      per cent.

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         "Dispute" means a difference or dispute of whatever nature between the
         Secretary of State (and/or the Department's Nominee) of the one part
         and the DBFO Co (and/or the DBFO Co's Representative) of the other part
         arising under, out of or in connection with this Agreement (including
         without limitation any question of interpretation of this Agreement).

         "Disputes Resolution Procedure" means the procedure referred to in
         Clause 48 and set out in Schedule 15 [Disputes Resolution Procedure.].

         "DTp" or "Department" or "DOT" or "MOT" means the Department of
         Transport.

         "East Leeds Radial Junction" means all infrastructure necessary to form
         a junction in the vicinity of Pontefract Lane between the Project Road
         and a road proposed to be built by Leeds City Council (the "East Leeds
         Radial Road") including without limitation the slip roads associated
         with such junction, but excluding (i) any modifications to the Project
         Road resulting from the construction of the junction and (ii) any Works
         included in the Construction Requirements contained in Schedule 4 of
         this Agreement (including without limitation the Pontefract Lane West
         overbridge).

         "Eligible Change" means any of the following:

         (a)      a Department's Works Change;

         (b)      a Department's Change in Specification;

         (c)      any Additional Works which result in any change in the costs
                  of or revenues to the DBFO Co in the conduct of the
                  Operations;

         (d)      any Compensation Event;

         (e)      the imposition or removal of User Paid Tolls or any change in
                  User Paid Tolls within the scope of paragraph 6 of Part 6 of
                  Schedule 12 which results in any change in the costs of the
                  DBFO Co in the conduct of the Operations.

         "Eligible Force Majeure" has the meaning given to it in paragraph 2 of
         Part 2 of Schedule 11 [Force Majeure].

         "Emergency" means any unforeseen event affecting the Project Facilities
         whether directly or indirectly which causes or has the potential to
         cause disruption to the free flow of traffic on the Project Road or a
         threat to the safety of the public or which is an immediate or imminent
         threat to the long term integrity of any part of the infrastructure of
         the Project Facilities or to land adjacent to the Project Facilities or
         likely to be affected by events on the Project Road.

         "Encumbrance" means any mortgage, charge, pledge, lien, assignment,
         option, right to acquire, right of pre-emption, security interest,
         trust arrangement and any other equity or preferential right or any
         agreement or arrangement to create any of them.

         "Event of Default" means any of the events set out in Clause 36.1
         [Events of Default].

         "Excepted Off-Site Works" has the meaning given to it in Clause 11.2.7.

         "Excepted Works" means all or any of:

         (a)      the Excepted Off-Site Works; and

         (b)      (provided that, at all times prior to the Date for Completion,
                  the DBFO Co shall have complied with its obligations under
                  Part 6 of Schedule 4 (and without prejudice to Clause
                  11.2.6.3)) any

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                  Traffic Noise Works which, in accordance the provisions of
                  Part 6 of Schedule 4, fall to be completed after the Date for
                  Completion.

         "Existing Road" means the lengths of trunk road or motorway described
         in Part 1 of Schedule 3 (and shown on drawings numbered C2/09/100/14
         Revision B, C 1/09/100/01 Revision C C3/09/100/01 Revision B and
         C3/09/100/02 Revision C contained in Part 7 of Schedule 3), including
         without limitation:

         (a)      all carriageways, hard shoulders, slip roads, access roads,
                  side roads, bridges and other Structures whether over or under
                  such road (but excluding the bridges and other Structures (if
                  any) so specified in Part 1 of Schedule 3); and

         (b)      unless otherwise expressly provided, any Upgraded Sections,

         together with all supporting infrastructure and amenity, including
         without limitation all fences and barriers, drainage systems including
         outfalls and balancing ponds, grassed areas, hedges and trees, planted
         areas, footways, road markings, road traffic signs, road lighting,
         communications installations, public toilets, embankments and cuttings,
         but excluding any parts thereof which are excluded from this definition
         from time to time in accordance with Clause 11.3.4.2.

         "Expected Final Inspection Date" has the meaning given in Clause
         11.1.1.1.

         "Expert" means any person appointed as such from time to time under and
         subject to the provisions of Schedule 15 [Disputes Resolution
         Procedure].

         "Expiry Date" has the meaning given in Clause 17.1 [Handback
         Requirements].

         "Final Inspection Commencement Date" has the meaning given in Clause
         11.1.1.9.

         "Financial Model" means the financial model created for the DBFO Co and
         embodied in its financial model software (to be run in conjunction with
         an IBM (or IBM compatible) personal computer with 24 megabytes or more
         of operating memory) setting out the basis on which the financing of
         the Project and/or the costs of and revenue from the Project have been
         calculated by the DBFO Co (including without limitation the assumptions
         used, the cell logic network for the financial model software and any
         accompanying documentation necessary to operate the financial model),
         whether embodied on tape, disk or other electronic storage medium.

         "Financial Terms" means the financial terms set out in the Funding
         Agreements.

         "First Contract Year" has the meaning given in the definition of
         "Contract Year".

         "First Party" has the meaning given in Clause 44.1.3.

         "Force Majeure" means any of those events referred to in Part 2 of
         Schedule 11 [Force Majeure].

         "Fossils and Antiquities" means all fossils, articles of value or
         antiquity and structures or other remains or things of particular
         geological, historical or archaeological interest discovered on the
         Site or Adjacent Areas or in the course of carrying out the Operations.

         "Funders" means all or any of the persons who provide financing or
         funding in respect of the Project under the Funding Agreements.

         "Funding Agreements" means all or any of the agreements or instruments
         of even date herewith specified in Clause 2.3.1.3, including any
         amendments or supplements thereto, any transactions entered into after
         the date of this Agreement pursuant to any of the Master Hedging
         Agreements referred to in Clause 2.3.1.3.12 and any agreements or
         instruments entered into by the DBFO Co to raise additional or
         substitute finance or

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         financial facilities of any form or relating to the rescheduling of its
         indebtedness or the re-financing of the Project, and "Funding
         Agreement" shall be construed accordingly, provided that the facility
         agreement referred to in Clause 2.3.1.3.4 shall only be treated as a
         Funding Agreement for the purposes of Clause 40.3 to the extent that
         amounts are owed under such agreement to a person other than any
         Sponsor or any Associated Company of such Sponsor.

         "General Change Procedure" means the procedure set out in Part 1 of
         Schedule 12 [General Change Procedure].

         "Good Industry Practice" means the exercise of that degree of skill,
         diligence, prudence and foresight which would reasonably and ordinarily
         be expected from a skilled and experienced operator seeking in good
         faith to comply with its contractual obligations, complying with all
         applicable laws and engaged in the same type of undertaking and under
         the same or similar circumstances and conditions.

         "Government" means the government of the United Kingdom.

         "Ground, Physical and Geophysical Investigations" means the
         investigation of the conditions of the Site and Adjacent Areas,
         including the surface and subsoil, to enable the Works to be designed
         and constructed with due regard for those conditions and for seismic
         activity in the region of the Site and Adjacent Areas.

         "Handback Amount" has the meaning given in Clause 17.6.7. "Handback
         Inspection" has the meaning given in Clause 17.6.1.

         "Handback Requirements" means the requirements set out or identified or
         referred to in paragraph I of Part 4 of Schedule 4 [Handback
         Requirements].

         "Hedging Agreement" means an agreement entered into by the DBFO Co for
         the purposes of hedging the exposure of the DBFO Co to interest rate
         fluctuations under any Funding Agreement.

         "HGV" means any motor vehicle greater than 5.2 metres in length.

         "Highways Act" means the Highways Act 1980.

         "Highway Construction Details" or "HCD" means the Highway Construction
         Details published by HMSO as Volume 3 of the Manual of Contract
         Documents for Highway Works.

         "Holding Company" has the meaning given to it in Section 736 of the
         Companies Act 1985 as amended by Section 144 of the Companies Act 1989.
         Notwithstanding the provisions of Clause 1.2.5 this definition shall
         not be changed in the event of an amendment to the definition of
         "holding company" contained in the Companies Act 1985 as amended by the
         Companies Act 1989, whether by any subordinate legislation or
         otherwise.

         "Hold Point" has the meaning given in paragraph 2 of Part 1 of Schedule
         5.

         "Immaterial Amendments and Waivers" means an amendment or waiver of any
         "of the terms of any Funding Agreement which does not in any way affect
         or alter:

         (a)      the amount of any liability or indebtedness of, or the amount
                  of any loan or other financial accommodation made or to be
                  made available to, the DBFO Co under or pursuant to such
                  Funding Agreement or any other Funding Agreement;

         (b)      the currency of such Funding Agreement, the stated due date or
                  dates for any payment or repayment under such Funding
                  Agreement, the rate or rates of interest applicable under such
                  Funding Agreement, any fees, commissions or other charges
                  payable under such Funding

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                  Agreement or any other amount or matter which would be taken
                  into account in calculating the Relevant Funding Liabilities.

         "Impact Date" has the meaning given in paragraph 5.13 of Part 1 of
         Schedule 12.

         "Implementation Date" means the date for implementation of a
         Department's Change in Specification, as agreed or determined in
         accordance with either paragraph 3 or paragraph 4 of Part 3 of Schedule
         12.

         "Improvement" means any change, improvement or addition proposed to be
         made by the DBFO Co to the design, layout or structure of the Existing
         Road (other than any Upgraded Section) at any time or of the New Road
         at any time after the issue of the Completion Certificate which can be
         lawfully accomplished by the DBFO Co without obtaining specific line,
         side road or compulsory purchase orders under the Highways Act.

         "Index" has the meaning given in paragraph 1 of Part 5 of Schedule 9.

         "Indicators" has the meaning given in paragraph 5.1 of Part 1 of
         Schedule 12.

         "Individual Threshold" means (pound)500,000 (in April 1995 prices).

         "Initial Inspection" has the meaning given in Clause 17.2.1.

         "Initial Design and Construction Value" has the meaning given in Clause
         4.3.

         "Inspection Area" has the meaning given in Clause 11.1.1.1.1.

         "Inspection Schedule" has the meaning given in Clause 11.1.1.1.

         "Insulation Works" has the meaning given to it in Part 6 of Schedule 4.

         "Intellectual Property" means all current and future legal and/or
         equitable interests in registered or unregistered trade marks, service
         marks, patents, registered designs, utility marks, applications for any
         of the foregoing, copyrights, unauthorised extraction rights,
         unregistered designs, inventions, confidential information, know-how or
         other intellectual property rights subsisting in or relating to the
         Design Data and/or the Traffic Data.

         "Intercreditor Agent" means any bank, trustee or other financial
         institution appointed by the Credit Providers to act in that capacity
         and such substitute as may be appointed from time to time in accordance
         with the Direct Agreement and notified to the Secretary of State in
         writing.

         "Interested Parties" means those persons who may be affected by the
         carrying out of the Works or Operations or who are duly authorised by a
         Statutory Requirement to review or otherwise take an interest in the
         Works or Operations, including without limitation the Relevant
         Authorities and those persons identified in Part 2 of Schedule 8.

         "Interest Rate" means a rate of interest per annum equivalent to the
         average of the base lending rates announced by Barclays Bank PLC and
         National Westminster Bank PLC which are current on the date upon which
         the amount bearing interest first became due (such interest to accrue
         daily on the basis of a 365 day year and to be compounded at six
         monthly intervals). In the event of any variation in such lending rates
         being announced while such amount remains outstanding, the interest
         payable shall be correspondingly varied from the date of each such
         variation.

         "Landfill Tax" means any amount payable by way of that tax announced by
         the Chancellor of the Exchequer on 29th November 1994 and to be
         introduced by legislation in the Finance Act 1996 which

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         requires certain persons to account to HM Customs & Excise for tax in
         respect of the disposal of material as waste.

         "Lane Closure" has the meaning given in paragraph 1 of Part 3 of
         Schedule 9.

         "Lane Closure Charge" means the charge referred to in paragraph 3.1 of
         Part 3 of Schedule 9 [Lane Closure Charge].

         "Last Contract Year" has the meaning given in the definition of
         "Contract Year".

         "Latent Defect" has the meaning given in Clause 15.1 [Latent Defects].

         "Law" means any applicable law, statute, proclamation, by-law,
         directive, decision, regulation, rule, order, notice, rule of court or
         delegated or subordinate legislation.

         "Lease" means a lease in respect of the Maintenance Area in the form
         set out in Part 5 of Schedule 3.

         "Legislation" means United Kingdom legislation or subordinate
         legislation or any legislative act of the Council of the European Union
         or the Commission of the European Communities (or the European
         Parliament to the extent that it has legislative powers) which (without
         further enactment) has legal effect within the United Kingdom,
         including for the avoidance of doubt any such legislation, subordinate
         legislation or legislative act which introduces or modifies any tax
         (other than any Landfill Tax).

         "Liaison Procedures" means any of the procedures set out in Schedule 16
         [Liaison Procedures] or to be developed pursuant to this Agreement in
         accordance with such Schedule 16, as the case may be.

         "Local Authority Road" means any De-Trunked Segment and any part of the
         Off-Site Facilities which is or is to be a highway maintainable at
         public expense (as indicated or shown on drawings entitled 'Land Areas'
         contained in Part 7 of Schedule 3), including without limitation all
         carriageways, hard shoulders, slip roads, access roads, side roads,
         bridges and other highway structures, together with all supporting
         infrastructure and amenity, including without limitation all fences and
         barriers, drainage systems including outfalls and balancing ponds,
         grassed areas, hedges and trees, planted areas, footways, road
         markings, road traffic signs, road lighting, communications
         installations, embankments and cuttings.

         "Local Facilities" means any De-Trunked Segment and any part of the
         Off-Site Facilities (including without limitation any Local Authority
         Road) which is intended, on completion, to be handed over to the
         Secretary of State, a local authority or other third party for
         operation and maintenance.

         "Local Person" means any highway authority or other third party to whom
         any Local Facilities or De-Trunked Segments are to be handed over in
         accordance with Clause 11.3 [Local Facilities and De-Trunked Segments].

         "Loss" means any loss, damage, costs or expenses.

         "Maintenance Area" means the area identified as such on drawing
         numbered 40114/04/05/16 Revision A contained in Part 7 of Schedule 3.

         "Maintenance Depot" means that part of the Permanent Works relating to
         the design, construction and completion of a maintenance depot located
         on the Maintenance Area.

         "Maintenance Works" means any works for the maintenance or repair of
         the Existing Road or the Maintenance Depot or, after the issue of the
         Completion Certificate, the New Road, but excluding any Routine
         Maintenance.

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         "Manual of Contract Documents for Highways Works" or "MCHW" means the
         manual of contract documents for highways works published by HMSO.

         "Measure" means, in respect of the traffic passing a Measurement Point
         during a period, to count the number of vehicles comprising such
         traffic and to determine the classification of each such vehicle in
         accordance with the provisions of Clause 28.3.2 [Measuring Equipment],
         and "Measurement" shall be construed accordingly.

         "Measuring Equipment" has the meaning given in Clause 28.3.1 [Measuring
         Equipment].

         "Measurement Limits of Accuracy" has the meaning given in Clause
         28.4.1.

         "Measurement Point" means any point designated as such pursuant to
         Clause 28.2 [Measurement Points].

         "Milestone Event" has the meaning given in Part 2 of Schedule 1
         [Milestone Event].

         "Monthly Traffic Payment" has the meaning given in Clause 29.3.1.

         "Monthly Report" has the meaning given in paragraph 2 of Part 2 of
         Schedule 14.

         "Net Cash Flow" means the sum of any Traffic Payments, any Safety
         Performance Payments and any Aggregate Commuted Sums less any Lane
         Closure Charges, operating and maintenance costs, capital expenditure
         and taxes.

         "Net Present Value" means the net present value of any stream of
         cashflows calculated as at the stated reference date, determined by:

         (a)      discounting any such cash flows subsequent to the reference
                  date by the Discount Rate (with semi-annual rests), and

         (b)      inflating any such cash flows prior to such reference date by
                  the Discount Rate (with semi-annual rests).

         "New Funding Agreement" has the meaning given in Clause 2.4.4.1.

         "New Road" means the lengths of trunk road or motorway described in
         Part 2 of Schedule 3 (and shown on drawings numbered C2/09/100/14
         Revision B, C 1/09/100/01 Revision C, C3/09/100/01 Revision B and
         C3/09/100/02 Revision C contained in Part 7 of Schedule 3) which are
         constructed or modified or to be constructed or modified by the DBFO
         Co, including without limitation:

         (a)      all carriageways, hard shoulders, slip roads, access roads,
                  side roads, bridges and other Structures whether over or under
                  such road (but excluding the bridges and Structures (if any)
                  so specified in Part 2 of Schedule 3); and

         (b)      unless otherwise expressly provided, any Upgraded Sections,

         together with all supporting infrastructure and amenity, including
         without limitation all fences and barriers, drainage systems including
         outfalls and balancing ponds, grassed areas, hedges and trees, planted
         areas, footways, road markings, road traffic signs, road lighting,
         communications installations, embankments and cuttings.

         "Noise Insulation Requirements" has the meaning given to it in Part 6
         of Schedule 4.

         "Notes for Guidance" means the Notes for Guidance on the Specification
         for Highway Works, published by HMSO as Volume 2 of the Manual of
         Contract Documents for Highway Works.

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         "Notice" has the meaning given in Clause 42.1.

         "O&M Requirements" means the standards, specifications, procedures and
         other requirements for the operation and maintenance of the Project
         Facilities set out or identified or referred to in Part 2 of Schedule
         6, as amended from time to time by any Department's Change in
         Specification or in accordance with Clause 12.2 [O&M Requirements].

         "Objection" has the meaning given in Clause 26A.4.2.6.

         "Off-Site Facilities" means those parts of the Permanent Works located
         on Adjacent Areas, including but not limited to carriageways, hard
         shoulders, slip roads, access roads, side roads, bridges and other
         highway structures, fences and barriers, drainage systems including
         outfalls and balancing ponds, grassed areas, hedges and trees, planted
         areas, footways, road markings, road traffic signs, road lighting,
         communications installations, embankments and cuttings, but excluding
         any parts thereof which are excluded from this definition from time to
         time in accordance with Clause 11.3.4.2.

         "Off-Site Works" means those parts of the Works which are to be carried
         out by the DBFO Co in respect of the Off-Site Facilities.

         "Operations" means the activities of or required of the DBFO Co (and/or
         any of the DBFO Co's agents, employees, contractors or sub-contractors
         of any tier) in connection with the design, construction, completion,
         commissioning and testing of the Works, the conduct of any Additional
         Works Services, the operation and maintenance of the Project Facilities
         (including without limitation the performance of any Maintenance Works
         and any Routine Maintenance), the performance of all other obligations
         of the DBFO Co under this Agreement, the conduct of any other works or
         operations of the DBFO Co (and/or any agents, employees, contractors or
         subcontractors of any tier of the DBFO Co) on or in relation to the
         Project Facilities, the Site or the Adjacent Areas and the performance
         by the unincorporated joint venture comprising Trafalgar House
         Construction Special Projects Limited and Wimpey Construction Limited
         (and/or any of its agents, employees, contractors or sub-contractors of
         any tier) of all or any of such unincorporated joint venture's
         obligations under the Advance Works Contract.

         "Original Financial Model" has the meaning given in paragraph 5.13 of
         Part 1 of Schedule 12.

         "Original Funding Agreements" mean the Funding Agreements of even date
         herewith specified in Clause 2.3.1.3 (excluding any amendments or
         supplements thereto and any agreements or instruments entered into by
         the DBFO Co to raise additional or substitute finance or financial
         facilities of any form or relating to the rescheduling of its
         indebtedness or the re-financing of the Project but including any
         novation or assignment (by way of transfer certificate or otherwise) of
         any of the Funders' rights under such Funding Agreements).

         "Ordinary Shares" means the 3,000,001 ordinary shares of (pound)1 each
         in the issued share capital of the DBFO Co.

         "Other Party" has the meaning given in paragraph 2.1 of Part 1 of
         Schedule 12.

         "Other Vehicles" means all motor vehicles other than HGVs.

         "Penalty Point" has the meaning given in Clause 24.2 [Penalty Points].

         "Penalty Points Commencement Notice" has the meaning given in Clause
         24.1A.1.

         "Performance Guarantee" means a guarantee in the form set out in Part 1
         of Schedule 1.

         "Permanent Works" means the works having a permanent function
         (regardless of the length of the design life of such works) which are
         to be designed, constructed and completed by the DBFO Co in accordance
         with the Construction Requirements and the Communications Requirements.

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         "Permit to Use" means a permit in the form set out in Annex 1(15) to
         Part 3 of Schedule 4 to be issued by the Department's Agent prior to
         the operation of the New Road (other than any Upgraded Section) in
         accordance with Clause 11.1.2.

         "Permitted Closure" has the meaning given in Clause 15.4.3.1.

         "Permit to Use Date" means the date on which the Permit to Use is
         issued or deemed to be issued in accordance with Clause 11.1.

         "Permit to Use Standard" has the meaning given in Clause 11.1.1.1.

         "Plant" means machinery, apparatus and the like intended to form or
         forming part of the Permanent Works or the Existing Road.

         "Programme" means the outline programme for the design and construction
         of the Works appearing in Schedule 2 (as amended from time to time in
         accordance with this Agreement).

         "Project" means the design and construction of the Works, the
         financing, operation and maintenance of the Project Facilities and the
         conduct of any other Operations during the Contract Period.

         "Project Documents" means the documents referred to in Clause 2.3.1.

         "Project Facilities" means the Project Road, the Maintenance Depot and
         the Off-Site Facilities.

         "Project Quality Director" means the person so appointed in accordance
         with Clause 21.5 [Project Quality Director].

         "Project Road" (other than for the purposes of Part 6 of Schedule 12
         [User Paid Tolls]) means the Existing Road and the New Road.

         "Provisional Monthly Payment" has the meaning given in Clause 29.3.1.

         "Proponent" has the meaning given in paragraph 2.1 of Part 1 of
         Schedule 12.

         "Proposed Substitute" has the meaning given to it in the Direct
         Agreement.

         "Proposal" has the meaning given in paragraph 1 of Section A of Part 3
         of Schedule 4.

         "Protestor" means any person not entitled to be upon the Site or
         Adjacent Areas and who is engaged in a protest action against the
         construction or operation of the Project Road or against the
         construction or operation of highways generally.

         "Qualifying Number" has the meaning given in Clause 24.3.

         "Quality Management Systems" has the meaning given in Clause 21.1
         [Quality Management Systems and Plans].

         "Quality Manual" means any quality manual or procedure referred to in
         Clause 21.2 [Quality Manuals and Procedures].

         "Quality Plan" means any quality plan in force from time to time in
         accordance with Clause 21.1 [Quality Management Systems and Plans], and
         in particular:

         (a)      the DBFO Co's Quality Plan for the Management of Construction;

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M1-A1 LINK ROAD (LOFTHOUSE TO BRAMHAM)

         (b)      the Designer's Quality Plan for Design;

         (c)      the Contractor's Quality Plan;

         (d)      the Designer's Quality Plan for Examination of the Works;

         (e)      the DBFO Co's Quality Plan for the Management of O&M; and

         (f)      the DBFO Co's Quality Plan for O&M.

         "Quarter" means a period of three calendar months beginning on 1st
         January, 1st April, 1st July or 1st October.

         "Regional Legislative Body" means any body (having jurisdiction solely
         within a part of the United Kingdom) established after the date of this
         Agreement with legislative powers that, at the date of this Agreement,
         were exercisable solely by Parliament (but only to the extent such body
         is exercising such legislative powers).

         "Relevant Authority" means any entity whose authority is or may be
         required for the carrying out of all or any part of the Operations or
         which has any authority in respect of any part of any of the Project
         Facilities under any Law, including without limitation those entities
         identified in Part 1 of Schedule 8 and "Relevant Authorities" shall be
         construed accordingly, provided that, for the purposes only of the
         definition of "Change in Law", "Relevant Authority" shall exclude the
         Parliament or Government of the United Kingdom or any department or
         agency thereof (other than the Secretary of State as highway authority
         for any road other than the Project Road), any Regional Legislative
         Body or any department or agency thereof and the Council of the
         European Union or the Commission of the European Communities or any
         entity to which the Council of the European Union or Commission of the
         European Communities has delegated any of its powers.

         "Relevant Change" means each Eligible Change which is, in accordance
         with paragraph 2.2.1 of Part 1 of Schedule 12, the subject of a notice
         pursuant to paragraph 2.1 of Part 1 of Schedule 12.

         "Relevant Change in Law" means any Change in Law the purpose and effect
         of which is to discriminate against:

         (a)      the Project Road in relation to other roads;

         (b)      roads whose design, construction, financing and operation are
                  procured by a single contract on a similar basis to the
                  Project Road in relation to other roads;

         (c)      the DBFO Co in relation to other companies; or

         (d)      companies undertaking the functions referred to in paragraph
                  (b) above (under a single contract with the Secretary of State
                  similar to this Agreement) in relation to other companies;

         provided that Legislation which also affects roads other than the
         Project Road or companies other than the DBFO Co in the same terms
         shall not be deemed to be discriminatory solely on the basis that its
         effect on the Project Road or the DBFO Co is greater than on any such
         other roads or other companies.

         "Relevant Date" has the meaning given in Clause 11.1.3.

         "Relevant Funding Liabilities" has the meaning given to it in Clause
         40.3.3.

         "Relevant Notice" has the meaning given in Clause 25.5.1.

                                       19
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M1-A1 LINK ROAD (LOFTHOUSE TO BRAMHAM)

         "Relevant O&M Contract" has the meaning given to it in Clause 2.3.5.

         "Relevant O&M Contractor" has the meaning given to it in Clause 2.3.5.

         "Relevant Payments" has the meaning given in Clause 36.3A.1.

         "Relevant Remedial Works" has the meaning given in Clause 15.4.3.

         "Relevant Renewal Works" has the meaning given in Clause 17.8.1.

         "Relevant Secretary of State Breach" has the meaning given to it in
         Part 1 of Schedule 11.

         "Remedial Period" has the meaning given in Clause 24.1 [Remedial
         Works].

         "Renewal Amount" has the meaning given in Clause 17.3.1.3.

         "Renewal Programme" has the meaning given in Clause 17.3.1.2.

         "Renewal Works" has the meaning given in Clause 17.3.1.1.

         "Report" means any report given in accordance with Clause 22.1
         [Required Reports].

         "Requirements of Interested Parties" means the requirements of
         Interested Parties set out or referred to in Parts 3 and 4 of Schedule
         8.

         "Residual Life" means that part of the Serviceable Life of an element
         of the Project Facilities that remains at the Termination Date.

         "Residual Value" means any value attaching to the Ordinary Shares
         immediately following termination of this Agreement pursuant to Clause
         40 arising as a result of or attributable to either:

         (a)      the continuing activities of the DBFO Co and any of its
                  Subsidiaries other than the Project; or

         (b)      the value of any assets relating to or derived from the
                  Project remaining vested in the DBFO Co or any of its
                  Subsidiaries immediately following termination, but excluding
                  the value of any assets to the extent that the liability
                  incurred in connection with the acquisition or creation
                  thereof is excluded under Clauses 40.3.2.3 to 40.3.2.5,

         such value to be as agreed by the Department's Representative and the
         DBFO Co's financial adviser or, if no such agreement has been reached
         within 60 days after the date of termination of this Agreement, as
         determined by the Disputes Resolution Procedure on reference by either
         Party.

         "Retention Account" means a joint deposit account to be opened in the
         names of the Secretary of State and the DBFO Co in accordance with
         Clause 17.7.1.

         "Retention Sum" means an amount equal to 40% of the Renewal Amount from
         time to time.

         "Review Date" means the last day of a Contract Year or, for purposes of
         Schedule 12, any other date on which any Index is to be applied.

         "Review Procedure" means the procedure whereby submissions are made to
         the Department's Agent or the Department's Representative as set out in
         Part 3 of Schedule 7 [Review Procedure].

         "Revised Values" has the meaning given in paragraph 5.3 of Part 1 of
         Schedule 12.

                                       20
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         "Rights in respect of land" means any right over or in respect of or
         otherwise relating in any way to land, whether temporary, revocable,
         legal, equitable or otherwise of whatever nature.

         "Road Length" means each stretch of the Project Road served by a single
         Measurement Point, as shown in drawings numbered C2/09/100/14 Revision
         B, C1/09/100/01 Revision C, C3/09/100/01 Revision B and C3/09/100/02
         Revision C contained in Part 7 of Schedule 3 as adjusted to reflect the
         addition of any Measurement Points pursuant to Clause 28.2.1.2.

         "Road User's Charter" means the document of that name issued by the
         Highways Agency in April 1994 or any replacement or substitute
         therefor.

         "Routine Maintenance" means work which is short term or cyclic in
         nature and necessary to keep the Project Road in good and safe working
         order, including without limitation minor repair s to all elements of
         the Project Road, cleansing, verge and horticultural maintenance and
         Winter Maintenance and inspections and surveys associated with any of
         the foregoing.

         "RPI" means the Retail Prices Index (all items) published by the
         Central Statistical Office.

         "Safety Improvement" means any Subsequent Scheme or Improvement
         proposed by the DBFO Co in accordance with paragraph 3 of Part 5 of
         Schedule 13.

         "Safety Performance Payment" means the payment referred to in paragraph
         2.1 of Part 4 of Schedule 9.

         "Schedule of Lane Closures" means a schedule submitted:

         (a)      by the DBFO Co under Clause 13.3.1 (or any revision thereof
                  submitted under Clause 13.3.2 or Clause 13.3.3) indicating the
                  period or periods during which the DBFO Co plans to effect any
                  Lane Closure in respect of the Project Road; or

         (b)      by the Secretary of State under Clause 13.5.2 indicating the
                  period or periods during which the Secretary of State plans to
                  close one or more lanes of traffic using the Connecting Roads
                  or to take any other action liable to restrict traffic flow on
                  the Connecting Roads,

         but excluding in either such case any Type C lane closures (as defined
         in Section 6 of Chapter 8 of the Traffic Signs Manual).

         "Scheme Orders" means those road orders and compulsory purchase orders
         listed in Part 6 of Schedule 3.

         "Second Inspection" has the meaning given in Clause 17.4.1.

         "Second Party" has the meaning given in Clause 44.1.3.

         "Serviceable Life" means:

         (a)      in the case of a proprietary manufactured element of the
                  Project Facilities, the period of time, as declared in writing
                  by the manufacturer, for which the element will continue to
                  perform as intended after incorporation in the Project
                  Facilities in a manner, and operating under design conditions,
                  accepted by the manufacturer, and subject to maintenance in
                  accordance with the manufacturer's written recommendations;

         (b)      in the case of a non-proprietary element of the Project
                  Facilities, the period of time for which the element is
                  expected to continue to perform as intended after completion
                  of construction of the relevant Project Facilities, and
                  subject to design in accordance with the Construction
                  Requirements and the Communications Requirements and
                  maintenance in accordance with the O&M Requirements.

                                       21
<PAGE>

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         "Service Obligations" has the meaning given in Clause 36.3A.5.

         "Shadow Penalty Point Notice" has the meaning given in Clause 24.1A.1.

         "Shadow Penalty Points" has the meaning given in Clause 24.1A.2.2.

         "Site" means the land, spaces, waterway, roads and any surface required
         for the Project Road and the Maintenance Area, shown or identified as
         such on the date hereof on drawings entitled 'Land Areas' contained in
         Part 7 of Schedule 3.

         "Specification for Highway Works" or "SHW" means the Specification for
         Highway Works, published by HMSO as Volume 1 of the Manual of Contract
         Documents for Highway Works.

         "Sponsors" means both or either of Trafalgar House Corporate
         Development Limited registered in England with number 1540913 and BICC
         plc registered in England with number 395826 and "Sponsor" shall be
         construed accordingly.

         "Statutory Requirement" means the requirement of any United Kingdom or
         European Community Law or of any Law, requirement or demand of any
         Relevant Authority which has jurisdiction with regard to the Operations
         or whose systems may be affected by the conduct of any of the
         Operations.

         "Statutory Undertaker" means an undertaker for the purposes of Part III
         of the New Roads and Street Works Act 1991 as defined in Section 48(4)
         of that Act.

         "Step-In Bond" has the meaning given in Clause 1.1 of the Direct
         Agreement.

         "Step-In Obligor" has the meaning given in Clause 1.1 of the Direct
         Agreement.

         "Step-In Period" has the meaning given in Clause 1.1 of the Direct
         Agreement.

         "Step-In Undertaking" has the meaning given in Clause 1.1 of the Direct
         Agreement.

         "Structure" means (except in Parts 1, 2 and 5 of Schedule 4) any
         (temporary or permanent):

         (a)      bridge, tunnel or culvert having an individual span of 3
                  metres or more or (in respect of a multi-span structure) a
                  cumulative span of 5 metres or more;

         (b)      bridge, tunnel or culvert (other than of corrugated metal)
                  having a span of 1.8 metres or more and where the cover to the
                  road surface is less than 1 metre;

         (c)      corrugated metal bridge or culvert having a span of 0.9 metres
                  or more (irrespective of cover to the road surface);

         (d)      pedestrian subway (irrespective of span and cover to the road
                  surface);

         (e)      retaining wall, including without limitation reinforced earth,
                  anchored earth and cribwall systems with slope between
                  70(degree) and 90(degree) to the horizontal, where the level
                  of the fill at the back of the wall is greater than 1.5m above
                  the finished ground level in front of the wall;

         (f)      (save in respect of Clause 15.4 [Costs of Latent Defects])
                  environmental barrier; and

         (g)      (save in respect of Clause 15.4 [Costs of Latent Defects])
                  sign/signal gantry or high mast for lighting, television
                  cameras and catenary lighting systems.

                                       22
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         "Subsequent Scheme" means any change, improvement or addition proposed
         to be made by the DBFO Co to the design, layout or structure of the
         Existing Road (other than any Upgraded Section) at any time or of the
         New Road at any time after the issue of the Completion Certificate
         which cannot lawfully be accomplished by the DBFO Co without obtaining
         specific line, side road or compulsory purchase orders under the
         Highways Act.

         "Subsequent Scheme Notice" has the meaning given in paragraph 1.1 of
         Part 3 of Schedule 13.

         "Subsidiary" shall have the meaning given to it in Section 736 of the
         Companies Act 1985 as amended by Section 144 of the Companies Act 1989.
         Notwithstanding the provisions of Clause 1.2.5 this definition shall
         not be changed in the event of an amendment to the definition of
         "subsidiary" contained in the Companies Act 1985 as amended by the
         Companies Act 1989, whether by any subordinate legislation or
         otherwise.

         "Taxes" means all present and future taxes (including for the avoidance
         of doubt, United Kingdom income tax, corporation tax and advance
         corporation tax), levies, assessments, imposts, deductions,
         withholdings and charges of a similar nature imposed by any
         governmental authority of the United Kingdom or any part thereof and
         any payments made in respect thereof, including, for the avoidance of
         doubt, any interest thereon and any penalties with respect thereto and
         "Tax" and "Taxation" shall be construed accordingly.

         "Tax Relief' means any relief, credit, loss, allowance, deduction,
         set-off or right to repayment in respect of Taxation.

         "Technical Requirements" means the Construction Requirements, the O&M
         Requirements, the Communications Requirements and the Handback
         Requirements.

         "Temporary Adjacent Areas" means those parts of the Adjacent Areas
         shown or identified as such on drawings entitled 'Land Areas' contained
         in Part 7 of Schedule 3.

         "Temporary Construction Area" means at any time any area within any
         Upgraded Section within which any part of the Works are actively being
         carried out at such time.

         "Temporary Works" means all works and things (of a temporary nature) of
         every kind required in or about the execution and completion of the
         Permanent Works or of capital works in connection with the operation,
         maintenance or improvement of the Project Facilities.

         "Termination Accounts" means:

         (a)      accounts of the DBFO Co and, if appropriate, consolidated
                  accounts of the DBFO Co and its Subsidiaries and Yorkshire
                  Holdings which have been prepared applying accounting
                  principles and bases consistent with those applied in the
                  immediately preceding audited accounts of the DBFO Co or, as
                  the case may be, consolidated audited accounts of the DBFO Co
                  and its Subsidiaries and Yorkshire Holdings; and

         (b)      a statement of liabilities of the DBFO Co in respect of the
                  Project as at the date of termination of this Agreement, or
                  which arise out of or in connection with such termination,

         in each case drawn up as at such date of termination and to be agreed
         or determined as provided in Clause 40.1 [Termination Accounts].

         "Termination Date" means the date upon which this Agreement terminates.

         "Termination Notice" has the meaning given in Clause 3 of Part 4 of
         Schedule 1.

         "Terrorist Remedial Works" has the meaning given in Clause 27.9.3.

                                       23
<PAGE>

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         "3i" means 3i Group plc.

         "Traffic Census Equipment" has the meaning given in Clause 28.3.3.

         "Traffic Data" means the information relating to traffic in the reports
         submitted pursuant to paragraph 2 of Part 2 of Schedule 14.

         "Traffic Noise Works" has the meaning given to it in Part 6 of Schedule
         4.

         "Traffic Payment" means the amount determined in accordance with Part 2
         of Schedule 9 in respect of a Contract Year.

         "Traffic Sign" has the meaning given to it in Section 64 of the Road
         Traffic Regulations Act 1984.

         "Traffic Signs Provisions" means the Road Traffic Regulation Act 1984,
         The Traffic Signs Regulations and General Directions 1994 (S.I.
         1994/1519) and any authorisation given under Section 64 or direction
         given under Section 65 of the Road Traffic Regulation Act 1984.

         "Traffic Signs Manual" means the manual of that name published by HMSO
         and any associated advice (including without limitation all local
         transport notes issued from time to time by the Department and
         published by HMSO).

         "Transfer Date" has the meaning given in Clause 7.3.5.

         "Trunk Roads Maintenance Manual" or "TRMM" means the trunk roads
         maintenance manual issued by the Department.

         "Upgraded Sections" means those lengths of existing trunk road or
         motorway described as such in Part 1 of Schedule 3 which are to be
         widened or otherwise modified in accordance with the Construction
         Requirements and the Communications Requirements.

         "User Paid Tolls" has the meaning given in paragraph 1 of Part 6 of
         Schedule 12.

         "Users" means the users of the Project Road.

         "VAT" means value added tax or any similar tax which is introduced to
         replace value added tax.

         "VAT Sum" has the meaning given in Clause 44.1.5.

         "Verification" means the process of testing any of the Measuring
         Equipment for the purpose of assessing any error in Measurement, and
         "Verify" shall be construed accordingly.

         "Warning Notice" has the meaning given in Clause 24.3.

         "Winter Maintenance" means those works required to prevent the
         formation of ice and to remove snow and ice as more particularly
         identified in Section 5 of Part 2 of Schedule 6 and all maintenance
         works and functions relating thereto.

         "Working Day" means a day (other than a Saturday or Sunday) on which
         banks are open for business in the City of London.

         "Works" means the Permanent Works (including Plant) and the Temporary
         Works required in accordance with the Construction Requirements and the
         Communications Requirements for the design, construction, testing and
         completion of the New Road, the Maintenance Depot, the Off-Site
         Facilities and any works in respect of any De-Trunked Segment and all
         related slip roads, access roads, side roads, bridges and other

                                       24
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         highway structures, fences and barriers, drainage systems including
         outfalls and balancing ponds, grassed areas, hedges and trees, planted
         areas, footways, road markings, road traffic signs, road lighting,
         communications installations, embankments and cuttings and
         archaeological and ecological works.

         "Works Change" means a variation in the design, quality or quantity of
         the Works and may include any addition, omission, substitution,
         alteration in design and/or variation in the Construction Requirements
         or the Communications Requirements. A Works Change shall be either a
         Department's Works Change or a DBFO Co's Works Change.

         "Works Programme" means the detailed programme of design,
         investigations, construction and related works, based upon the
         Programme, to be submitted by the DBFO Co in accordance with Clause
         10.2 [Works Programme) or any amended or varied version thereof
         submitted by the DBFO Co in accordance with Clause 10.3 [Variations to
         Works Programme).

         "Yorkshire Holdings" means Yorkshire Link (Holdings) Limited registered
         in England with number 3059235.

1.2      Interpretation

         Save to the extent that the context or the express provisions of this
         Agreement otherwise require:

         1.2.1    headings and sub-headings are for ease of reference only and
                  shall not be taken into consideration in the interpretation or
                  construction of this Agreement;

         1.2.2    all references to Clauses and Schedules are references to
                  Clauses of and Schedules to this Agreement and all references
                  to Parts, Sections, paragraphs, Annexes or Appendices are
                  references to Parts, Sections and paragraphs contained in and
                  Annexes and Appendices to the Schedules;

         1.2.3    the Schedules to this Agreement are an integral part of this
                  Agreement and reference to this Agreement includes reference
                  thereto;

         1.2.4    all references to agreements, documents or other instruments
                  include (subject to all relevant approvals and any other
                  provision of this Agreement concerning amendment of
                  agreements, documents or other instruments) a reference to
                  that agreement, document or instrument as amended,
                  supplemented, substituted, novated or assigned;

         1.2.5    all references to any statute or statutory provision
                  (including any subordinate legislation) shall include
                  references to any statute or statutory provision which amends,
                  extends, consolidates or replaces the same or which has been
                  amended, extended, consolidated or replaced by the same and
                  shall include any orders, regulations, codes of practice,
                  instruments or other subordinate legislation made under the
                  relevant statute;

         1.2.6    all references to time of day shall be a reference to whatever
                  time of day shall be in force in England and Wales;

         1.2.7    the words "herein", "hereto" and "hereunder" refer to this
                  Agreement as a whole and not to the particular Clause,
                  Schedule, Part, Section, paragraph, Annex or Appendix in which
                  such word may be used;

         1.2.8    words importing the singular include the plural and vice
                  versa;

         1.2.9    words importing a particular gender include all genders;

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M1-A1 LINK ROAD (LOFTHOUSE TO BRAMHAM)

         1.2.10   "person" includes any individual, partnership, firm, trust,
                  body corporate, government, governmental body, authority,
                  emanation, agency or instrumentality, unincorporated body of
                  persons or association;

         1.2.11   any reference to a public organisation shall be deemed to
                  include a reference to any successor to such public
                  organisation or any organisation or entity which has taken
                  over the functions or responsibilities of such public
                  organisation;

         1.2.12   references to "Parties" mean the parties to this Agreement and
                  references to a "Party" mean one of the parties to this
                  Agreement;

         1.2.13   references to drawings are references to drawings appearing in
                  the Schedules hereto provided that, in the event of any
                  conflict or discrepancy between the stated revision of a
                  drawing in this Agreement (other than as set out in Appendix
                  0/4 to Part 2 of Schedule 4) and the stated revision of such
                  drawing as set out in Appendix 0/4 to Part 2 of Schedule 4,
                  the latter shall prevail;

         1.2.14   all monetary amounts are expressed in pounds sterling; and

         1.2.15   references to amounts or sums being expressed in April 1995
                  prices are references to amounts or sums which have been or
                  are to be adjusted to reflect the effects of inflation after
                  that date as measured by changes in the RPI from the level
                  published in May 1995 for the month of April 1995. April 1995
                  prices shall be calculated by applying the following formula:

                     R(April 1995)          =       R(n) x RPI(April 1995)
                                                    ----------------------
                                                           RPI(n)

                     where:

                     R(April 1995)          =       the relevant amount or sum
                                                    expressed in April 1995
                                                    prices.

                     N                      =       the calendar month in
                                                    respect of which the April
                                                    1995 price comparison is to
                                                    be made.

                     RPI(April 1995)        =       the RPI published in May
                                                    1995 for the month of April
                                                    1995.

                     Rn                     =       the actual amount or sum
                                                    pertaining in month n.

                     RPI(n)                 =       the RPI published or which
                                                    is to be published in month
                                                    n+I for the preceding month
                                                    n.

1.3      Language

         The language of this Agreement is English. All correspondence,
         drawings, Design Data, test reports, certificates, specifications and
         information shall be entirely in English. All operating and maintenance
         instructions, name and rating plates, identification labels and other
         written and printed matter required for the Operations shall be in
         English, as shall instructions and notices to the public and staff and
         all other signs and information notices.

1.4      Provisions applicable to Existing Road and New Road

         Save as otherwise expressly provided, both the provisions of this
         Agreement applicable to the Existing Road and the provisions of this
         Agreement applicable to the New Road shall apply in respect of any
         Upgraded Sections, provided that:

                                       26
<PAGE>

M1-A1 LINK ROAD (LOFTHOUSE TO BRAMHAM)

         1.4.1    save as otherwise expressly provided, in respect of any
                  statement of the time from which any provision of this
                  Agreement is to apply, Upgraded Sections shall be treated as
                  part of the Existing Road and not part of the New Road; and

         1.4.2    the DBFO Co shall be relieved from the obligation to perform
                  Routine Maintenance of any Temporary Construction Area in
                  existence from time to time (but without prejudice to the
                  obligation to comply with the Construction Requirements in
                  respect of the operation or maintenance of such Temporary
                  Construction Area).

2.       DOCUMENTATION

2.1      Ambiguities

         In the case of any ambiguity or discrepancy between the provisions in
         the main body of this Agreement and those in any Schedule or between
         the provisions of any Schedules, the Department's Nominee (or, if the
         ambiguity or discrepancy affects both the Works and any other
         Operations, the Department's Representative) shall at the request of
         the DBFO Co state in writing which provision shall take priority.

2.2      Additional Payments and Time

         The DBFO Co shall not be entitled to any additional payment or
         extension of time under this Agreement as a result of giving effect to
         the decision of the Department's Nominee or Department's Representative
         under Clause 2.1 unless the ambiguity or discrepancy is one which the
         DBFO Co could not reasonably have been expected (in accordance with
         Good Industry Practice) to have identified or foreseen at any time
         prior to the execution of this Agreement. In such event the decision of
         the Department's Nominee or Department's Representative shall be
         treated as a Department's Works Change in accordance with Part 2 of
         Schedule 12 or as a Department's Change in Specification in accordance
         with Part 3 of Schedule 12, as appropriate, provided that if the
         Department's Nominee considers there to be any ambiguity or uncertainty
         as to which is appropriate, such decision shall be treated as a
         Department's Change in Specification in accordance with Part 3 of
         Schedule 12.

2.3      Project Documents

         2.3.1    Prior to the execution of this Agreement the DBFO Co has
                  provided to the Secretary of State copies of the following
                  documents, which copies (if they are not originals) have been
                  initialled by the Parties for the purposes of identification:

                  2.3.1.1  the shareholders agreement between the Sponsors;

                  2.3.1.2  the Memorandum and Articles of Association of the
                           DBFO Co and Yorkshire Holdings;

                  2.3.1.3  each of the following:

                           2.3.1.3.1    the Direct Agreement;

                           2.3.1.3.2    a facility agreement of even date
                                        herewith made between the DBFO Co,
                                        Lloyds Bank Plc as agent, ABN AMRO Bank
                                        N.V., Banque Indosuez, Credit Suisse,
                                        The Dai-Ichi Kangyo Bank, Ltd., Lloyds
                                        Bank Plc and National Westminster Bank
                                        Plc as the arrangers and the financial
                                        institutions described therein as
                                        lenders in respect of maximum aggregate
                                        credit facilities of (pound)268,540,000.

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<PAGE>

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                           2.3.1.3.3    a facility agreement of even date
                                        herewith made between the DBFO Co and
                                        the European Investment Bank as lender
                                        in respect of maximum aggregate credit
                                        facilities of (pound)90,000,000;

                           2.3.1.3.4    a senior subordinated facility agreement
                                        of even date herewith made between the
                                        DBFO Co and Morgan Grenfell & Co.
                                        Limited as lender in respect of maximum
                                        aggregate credit facilities of
                                        (pound)6,500,000;

                           2.3.1.3.5    a facility agreement of even date
                                        herewith made between the DBFO Co and 3i
                                        as lender in respect of maximum
                                        aggregate credit facilities of
                                        (pound)10,000,000;

                           2.3.1.3.6    a subordinated facility agreement of
                                        even date herewith made between the DBFO
                                        Co and Morgan Grenfell & Co. Limited and
                                        The Royal Bank of Scotland plc as
                                        lenders in credit facilities of such
                                        maximum aggregate principal amount as
                                        may be notified by the lenders to the
                                        DBFO Co in accordance with the terms
                                        thereof (but which shall not, in any
                                        event, exceed (pound)20,000,000);

                           2.3.1.3.7    a senior guarantee facility agreement of
                                        even date herewith made between the DBFO
                                        Co and the European Investment Fund as
                                        issuer of a guarantee to European
                                        Investment Bank for outstandings under
                                        the facility agreement referred to in
                                        Clause 2.3.1.3.3. in respect of a
                                        maximum amount of (pound)22,500,000;

                           2.3.1.3.8    a subordinated guarantee facility
                                        agreement of even date herewith between
                                        the DBFO Co and the European Investment
                                        Fund as issuer of a guarantee to the
                                        lenders under the senior subordinated
                                        facility agreement referred to in Clause
                                        2.3.1.3.4 for outstandings of up to
                                        (pound)10,000,000;

                           2.3.1.3.9    the debenture of even date herewith
                                        granted by the DBFO Co to Lloyds Bank
                                        Plc as security trustee under the
                                        security trust deed referred to in
                                        Clause 2.3.1.3.11;

                           2.3.1.3.10   the share mortgage (incorporating a
                                        floating charge) of even date herewith
                                        granted by Yorkshire Holdings to Lloyds
                                        Bank Plc as security trustee under the
                                        security trust deed referred to in
                                        Clause 2.3.1.3.11 in respect of the
                                        Ordinary Shares;

                           2.3.1.3.11   the security trust agreement of even
                                        date herewith made between the DBFO Co,
                                        the Credit Providers in the facility
                                        agreements referred to in Clauses
                                        2.3.1.3.2 to 2.3.1.3.8 (inclusive) and
                                        Lloyds Bank Plc as intercreditor agent
                                        and as security trustee;

                           2.3.1.3.12   the several International Swaps and
                                        Derivative Association, Inc. 1992 master
                                        agreements of even date herewith between
                                        the DBFO Co and various of the Credit
                                        Providers and the confirmations
                                        thereunder in respect of transactions
                                        entered into on the date hereof,

                           2.3.1.3.13   the two documents of undertaking and
                                        guarantee of even date herewith made
                                        between the DBFO Co, Morgan Grenfell &
                                        Co.

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                                        Limited and Trafalgar House Public
                                        Limited Company and BICC plc
                                        respectively;

                           2.3.1.3.14   account mandates of even date herewith
                                        from the DBFO Co to Lloyds Bank Plc in
                                        relation to the opening and running of
                                        the Project Accounts (as defined in the
                                        Intercreditor Agreement);

                           2.3.1.3.15   fee letters of even date herewith in
                                        connection with the payment by the DBFO
                                        Co of the fees described therein in
                                        relation to certain of the facilities
                                        referred to in Clauses 2.3.1.3.2 to
                                        2.3.1.3.8 (inclusive) above;

                           2.3.1.3.16   the direct agreement of even date
                                        herewith made between the Contractor,
                                        Trafalgar House Public Limited Company,
                                        BICC plc, Lloyds Bank Plc as
                                        intercreditor agent and as the security
                                        trustee and the Borrower;

                           2.3.1.3.17   [Clause not used]

                           2.3.1.3.18   an Instrument of even date herewith
                                        executed by the DBFO Co whereby it
                                        created (pound)12,000,000 15% secured
                                        subordinated stock (which loan stock is
                                        subscribed for in full by the Sponsors);

                           2.3.1.3.19   the intercreditor agreement of even date
                                        herewith between, amongst others, the
                                        DBFO Co, the Credit Providers in the
                                        facility agreements referred to in
                                        Clauses 2.3.1.3.2 to 2.3.1.3.8
                                        (inclusive) above, Trafalgar House
                                        Corporate Development Limited and BICC
                                        plc in respect of the regulation of the
                                        claims of such lenders against the DBFO
                                        Co;

                  2.3.1.4  the Construction Contract;

                  2.3.1.5  the agreement of even date herewith setting out the
                           terms of the appointment of an independent engineer
                           to act in relation to the Construction Contract and
                           the Performance Bond referred to in Clause 2.3.1.8;

                  2.3.1.6  a Guarantee of even date herewith issued by BICC plc
                           in favour of the DBFO Co in relation to certain
                           obligations of Balfour Beatty Civil Engineering Ltd.
                           under the Construction Contract;

                  2.3.1.7  a Guarantee of even date herewith issued by Trafalgar
                           House Public Limited Company in favour of the DBFO Co
                           in relation to certain obligations of Trafalgar House
                           Construction Special Projects Limited under the
                           Construction Contract;

                  2.3.1.8  the Performance Bond of even date herewith to be
                           issued by Chemical Bank as issuing bank in favour of
                           the DBFO Co and procured by the Contractor in
                           relation to certain obligations of the Contractor
                           under the Construction Contract;

                  2.3.1.9  the Design Contract (including, without limitation,
                           the terms and conditions of engagement of the
                           Archaeologist);

                  2.3.1.10 the Technical Services Agreement of even date
                           herewith made between the DBFO Co and the Sponsors in
                           relation to services to be provided by the Sponsors
                           to the DBFO Co;

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                  2.3.1.11 the Custody Agreement;

                  2.3.1.12 a Secondment Agreement of even date herewith between
                           the DBFO Co, Trafalgar House Services Limited and
                           BICC plc;

                  2.3.1.13 the Performance Guarantee of even date herewith
                           issued by Lloyds Bank Plc to the Secretary of State
                           pursuant to Clause 7.1.2;

                  2.3.1.14 the agreement relating to intellectual property
                           rights and other matters of even date herewith
                           between the DBFO Co, George Wimpey PLC, Trafalgar
                           House Corporate Development Limited, Trafalgar House
                           Construction Special Projects Limited, Morgan
                           Grenfell & Co. Limited and the Secretary of State;

                  2.3.1.15 an agreement of even date herewith made between the
                           DBFO Co and Babtie Group Limited;

                  2.3.1.16 the Lease referred to in Clause 7.1.5 (when entered
                           into);

                  2.3.1.17 the Contractor Deferral Agreement of even date
                           herewith made between the DBFO Co, the Sponsors and
                           the Contractor.

         2.3.2    The DBFO Co shall perform its obligations under and observe
                  all the terms of the Project Documents to which it is a party
                  and (save in respect of the Funding Agreements) shall not:

                  2.3.2.1  terminate or permit the termination of any Project
                           Document to which it is a party (provided that this
                           Clause 2.3.2.1 shall not apply to a termination of
                           the Construction Contract in accordance with the
                           terms of the Direct Agreement or the direct agreement
                           referred to in Clause 2.3.1.3.16);

                  2.3.2.2  make or agree to any material amendment to or
                           material variation of any Project Document to which
                           it is a party;

                  2.3.2.3  in any material respect depart from, or waive or fail
                           to enforce any rights it may have under, any of the
                           Project Documents to which it is a party; or

                  2.3.2.4  enter into, or permit the entry by the Contractor or
                           the Designer into, any agreement or document which
                           would materially affect the interpretation or
                           application of any of the Project Documents;

                  unless the relevant document or proposed course of action has
                  been submitted to the Department's Nominee and there has been
                  no objection in accordance with the Review Procedure (provided
                  that, for the avoidance of doubt, nothing in this Clause 2.3.2
                  shall affect or restrict any right of the Secretary of State
                  to do or not to do, in his absolute discretion, any of the
                  things referred to in Clauses 2.3.2.1 to 2.3.2.4 (inclusive)
                  in respect of any of the instruments referred to in Clauses
                  2.3.1.11, 2.3.1.13, 2.3.1.14 and 2.3.1.16.

         2.3.3    The Department's Nominee shall only be entitled to object to a
                  document or proposed course of action submitted to the Review
                  Procedure pursuant to Clause 2.3.2 on the grounds set out in
                  paragraph 3.1 of Part 3 of Schedule 7.

         2.3.4    If at any time a material amendment is made to any Project
                  Document, the DBFO Co is granted a waiver or release of any of
                  the material obligations under any Project Document, or any
                  agreement is entered into which would materially affect the
                  interpretation or application of any of the Project Documents,
                  then the DBFO Co shall deliver to the Secretary of State a
                  conformed copy of each such amendment, release, waiver or
                  agreement or (so far as it is not

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                  in writing) a true and complete record thereof in writing
                  within 15 Working Days of the date of its execution or
                  creation, certified as a true copy by an officer of the DBFO
                  Co.

         2.3.5    The DBFO Co shall procure, in respect of each agreement (a
                  "Relevant O&M Contract") of any tier from time to time entered
                  into by the DBFO Co or any Contracting Associate (other than
                  the Contractor prior to the issue of the Completion
                  Certificate) with any third party (a "Relevant O&M
                  Contractor") relating to the operation and maintenance of any
                  of the Project Facilities (including without limitation the
                  Technical Services Agreement referred to in Clause 2.3.1.10),
                  that:

                  2.3.5.1  such Relevant O&M Contract shall include provisions
                           enabling and entitling the Secretary of State,
                           without qualification, to require the novation of
                           such agreement to the Secretary of State or his
                           nominee on termination of this Agreement such that,
                           upon such novation, a new agreement shall be
                           constituted between the Secretary of State and such
                           Relevant O&M Contractor upon the same terms, mutatis
                           mutandis, as such Relevant O&M Contract, provided
                           that the term of such new agreement shall (unless the
                           Secretary of State and such Relevant O&M Contractor
                           otherwise agree) be of a duration equal to the
                           unexpired term of such Relevant O&M Contract
                           immediately prior to such novation; and

                  2.3.5.2  such Relevant O&M Contract shall not be capable of
                           termination or suspension (nor shall any of its terms
                           be capable of variation or any further or alternative
                           terms become applicable) solely by reason of:

                           2.3.5.2.1    the occurrence of an Event of Default
                                        under this Agreement;

                           2.3.5.2.2    any of the rights or remedies of the
                                        Secretary of State under this Agreement
                                        (including, without limitation,
                                        termination of this Agreement) becoming
                                        exercisable or being exercised; or

                           2.3.5.2.3    the right of the Secretary of State to
                                        require the novation of such Relevant
                                        O&M Contract becoming exercisable or
                                        being exercised.

                  The DBFO Co shall procure that a copy of each Relevant O&M
                  Contract shall be given to the Secretary of State forthwith
                  upon the same being entered into.

2.4      Funding Agreements

         2.4.1    The DBFO Co shall not:

                  2.4.1.1  terminate or permit the termination of any of the
                           Funding Agreements;

                  2.4.1.2  make or agree to any material amendment to or
                           material variation of any of the Funding Agreements;

                  2.4.1.3  in any material respect depart from, or waive or fail
                           to enforce any rights it may have under, any of the
                           Funding Agreements; or

                  2.4.1.4  enter into, or permit the entry by any of the
                           Sponsors, the Contractor or the Designer or any
                           Associated Company of any of them into, any agreement
                           or document which would materially affect the
                           interpretation or application of any of the Funding
                           Agreements; or

                  2.4.1.5  enter into any Funding Agreement other than those
                           listed in Clause 2.3.1.3;

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                  if to do so would materially and adversely affect:

                  2.4.1.6  the ability of the DBFO Co to perform its obligations
                           under this Agreement; or

                  2.4.1.7  any right of the Secretary of State under this
                           Agreement or the ability of the Secretary of State to
                           exercise or enforce any such right or to perform his
                           obligations under this Agreement or to carry out any
                           statutory function,

                  (provided that, for the avoidance of doubt, nothing in this
                  Clause 2.4.1 shall affect or restrict any right of the
                  Secretary of State to do or not to do, in his absolute
                  discretion, any of the things referred to in Clauses 2.4.1.1
                  to 2.4.1.5 (inclusive) in respect of the Direct Agreement).
                  For the avoidance of doubt, the occurrence of an event of
                  default under any of the Funding Agreements, or of some other
                  event giving rise to termination of any of the Funding
                  Agreements (other than by reason of any notice or election
                  under the terms of, or other voluntary act of the DBFO Co in
                  respect of, such Funding Agreement), shall not of itself
                  constitute a breach of Clause 2.4.1.1 or 2.4.1.3.

         2.4.2    For the avoidance of doubt, each of the Original Funding
                  Agreements as in force at the date of this Agreement shall
                  constitute an "Approved Funding Agreement" for the purposes of
                  this Agreement.

         2.4.3    The following provisions of this Clause 2.4 shall apply in
                  respect of any proposed New Funding Agreement or any proposed
                  Amended Funding Agreement to the extent that it would in any
                  way affect or alter:

                  2.4.3.1  the amount of any liability or indebtedness of, or
                           the amount of any loan or other financial
                           accommodation made or to be made available to, the
                           DBFO Co under or pursuant to such Funding Agreement
                           or any other Funding Agreement; or

                  2.4.3.2  the currency of such Funding Agreement, the stated
                           due date or dates for any payment or repayment under
                           such Funding Agreement, the rate or rates of interest
                           applicable under such Funding Agreement, any fees,
                           commissions or other charges payable under such
                           Funding Agreement or any other amount or matter which
                           would be taken into account in calculating the
                           Relevant Funding Liabilities,

                  but such provisions are without prejudice to the application
                  of Clause 2.4.1 in relation to any other terms of such
                  proposed New Funding Agreement or such proposed Amended
                  Funding Agreement. A New Funding Agreement or an Amended
                  Funding Agreement shall only constitute an "Approved Funding
                  Agreement" for the purposes of this Agreement if and to the
                  extent that its terms are approved by the Secretary of State
                  in accordance with the provisions of Clauses 2.4.4 to 2.4.6
                  (inclusive).

         2.4.4    If the DBFO Co proposes that:

                  2.4.4.1  any Funding Agreement other than an Original Funding
                           Agreement (a 'New Funding Agreement"); or

                  2.4.4.2  any Approved Funding Agreement which is or is
                           proposed to be amended or supplemented (such Approved
                           Funding Agreement, as so amended or supplemented,
                           being an "Amended Funding Agreement"),

                  should constitute an Approved Funding Agreement for the
                  purposes of this Agreement, the DBFO Co shall give the
                  Secretary of State written notice to such effect, together
                  with a copy

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                  of such proposed New Funding Agreement or such proposed
                  Amended Funding Agreement, as the case may be.

         2.4.5    Any, notice given pursuant to Clause 2.4.4 shall contain a
                  statement summarising:

                  2.4.5.1  in the case of a New Funding Agreement, the terms of
                           such proposed New Funding Agreement; or

                  2.4.5.2  in the case of an Amended Funding Agreement, the
                           terms of the relevant amendment or supplementation.

         2.4.6    Subject to the Secretary of State having received such further
                  information in respect of the extent of the DBFO Co's
                  liabilities and obligations under such proposed New Funding
                  Agreement or Amended Funding Agreement, as the case may be,
                  and such other information in respect of the DBFO Co's
                  proposal and such proposed New Funding Agreement or Amended
                  Funding Agreement as he may reasonably require, the Secretary
                  of State shall, within 30 days after receipt of the DBFO Co's
                  notice (or, if later, the receipt of such information), notify
                  the DBFO Co whether or not (or the extent to which) he
                  approves as an Approved Funding Agreement such proposed New
                  Funding Agreement or such proposed Amended Funding Agreement,
                  as the case may be, such approval not to be unreasonably
                  withheld or delayed. If, but only where this Clause 2.4.6
                  applies, the DBFO Co considers the Secretary of State to have
                  withheld or delayed any such approval unreasonably, the DBFO
                  Co may refer the matter to the Disputes Resolution Procedure.

3.       THE PROJECT

3.1      Design, Construction, Operation and Maintenance

         Subject to and in accordance with the provisions of this Agreement, the
         DBFO Co shall have the right and obligation to:

         3.1.1    design, construct, complete, commission and test the Works;

         3.1.2    finance, operate and maintain the Project Facilities during
                  the Contract Period; and

         3.1.3    conduct the other Operations during the Contract Period;

         at its own cost and risk without recourse to Government funds (other
         than as expressly provided in this Agreement) or to Government
         guarantees.

3.2      Improvements

         The DBFO Co may, if it thinks fit, improve the Project Facilities,
         subject to and in accordance with the provisions of this Agreement,
         including but not limited to Clause 9.4 [DBFO Co's Works Changes],
         Clause 12.6 [Maintenance and Other Works], Part 3 of Schedule 13
         [Subsequent Schemes], Part 4 of Schedule 13 [Improvements] and Part 5
         of Schedule 13 [Safety Improvements].

3.3      Public Use

         3.3.1    The DBFO Co shall:

                  3.3.1.1  subject to Clause 13.3 [Lane Closures], keep the
                           Existing Road open for public use; and

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                  3.3.1.2  from the date of issue of the Permit to Use, open
                           and, subject to Clause 13.3 [Lane Closures], keep
                           open the New Road for public use.

         3.3.2    Without prejudice to Clause 26.2, all Operations shall be
                  carried on so as not to interfere unnecessarily with the
                  convenience of the public or the access to, use and occupation
                  of public or private roads or footpaths, whether under the
                  control or in the possession of the Secretary of State or any
                  other person.

3.4      Standard of Performance

         The DBFO Co shall procure that the Operations are at all times
         performed:

         3.4.1    in an efficient, effective and safe manner and in accordance
                  with Good Industry Practice and the Quality Plans;

         3.4.2    in a manner that is not likely to be injurious to health or
                  (save to the extent necessarily caused by the carrying out of
                  the Works) to cause damage to property;

         3.4.3    in such manner as to enable the Secretary of State to
                  discharge his statutory duties and his undertakings or
                  objectives set out in the Road User's Charter and as not to
                  detract from the image and reputation of the Secretary of
                  State as highway authority;

         3.4.4    in compliance with all applicable United Kingdom and European
                  Union (including all European Communities) Laws and all
                  Statutory Requirements.

3.5      Discrimination

         The DBFO Co shall not, and confirms that it will procure that the
         Contractor and the Designer shall not, unlawfully discriminate on the
         grounds of colour, sex, religion, political opinion or nationality and
         in particular but without limitation the DBFO Co, the Contractor and
         the Designer shall not discriminate on the grounds of nationality in
         the selection of sub-contractors.

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4.       GUARANTEES

4.1      Performance Guarantee

         The DBFO Co shall prior to the issue of the Certificate of Commencement
         deliver to the Secretary of State the Performance Guarantee in the sum
         of (pound)20,000,000, duly executed by a bank or insurance company
         approved by the Secretary of State.

4.2      Release

         Following the occurrence of the Milestone Event or the earlier
         termination of this Agreement pursuant to Clause 37 [Termination by the
         DBFO Co] or Clause 38 [Non-Default Termination], unless there is any
         accrued liability under the Performance Guarantee, the Secretary of
         State shall undertake with due expedition such action as the DBFO Co
         may reasonably request to release the issuer of the Performance
         Guarantee from its liability thereunder.

4.3      Milestone Certificate

         4.3.1    Subject to the Department's Agent having received from the
                  DBFO Co:

                  4.3.1.1  such proof of expenditure as the Department's Agent
                           shall have required in accordance with Clause 4.3.3;
                           and

                  4.3.1.2  a certificate of the DBFO Co (signed by two
                           directors) that to the best of its knowledge and
                           belief, having made all reasonable enquiries
                           (including without limitation of the Contractor and
                           any sub-contractors of any tier of the DBFO Co),
                           there are no outstanding liabilities (whether actual
                           or contingent) arising out of the design or
                           construction of the New Road to date save:

                           4.3.1.2.1    as set out in such certificate; and

                           4.3.1.2.2    for the DBFO Co's liability to comply
                                        with such of its obligations under
                                        Clause 3.1 as they fall due, in
                                        accordance with the terms of this
                                        Agreement, to be performed after the
                                        date of such certificate,

                  the Department's Agent shall, within 28 days after receiving a
                  written request from the DBFO Co so to do, determine whether
                  the aggregate amount properly and prudently expended by the
                  Contractor in the design and construction of the Works (net of
                  any outstanding liability arising out of the design or
                  construction of the New Road as certified pursuant to this
                  Clause 4.3.1.2 or as notified by the Department's Agent to the
                  DBFO Co prior to the issue of the Milestone Certificate, other
                  than any liability to make any payment properly incurred under
                  the Construction Contract or any sub-contract) (the "Initial
                  Design and Construction Value") exceeds (pound)62,500,000.

         4.3.2    If the Department's Agent does so determine that the Initial
                  Design and Construction Value exceeds (pound)62,500,000, then
                  the Secretary of State shall procure that the Department's
                  Agent shall issue the Milestone Certificate within 7 days.

         4.3.3    The DBFO Co shall promptly submit to the Department's Agent
                  all such proof of expenditure or other evidence in respect of
                  the Initial Design and Construction Value as the Department's
                  Agent shall reasonably require for the purpose of determining
                  the Initial Design and Construction Value.

         4.3.4    If any Dispute shall arise as to whether the aggregate amount
                  properly and prudently expended by the Contractor exceeds
                  (pound)62,500,000, either Party may refer the Dispute to the

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                  Disputes Resolution Procedure and, in making such
                  determination, the Expert shall have regard to such principles
                  of Good Industry Practice in respect of such matters as he
                  considers relevant to such determination, provided that if the
                  application of such principles would require the Expert to
                  include in his determination a consideration of any bill of
                  quantities or other costings or estimates prepared by the
                  Contractor or the DBFO Co in respect of the design and
                  construction of the New Road, the Expert shall, for the
                  purposes of such determination, disregard any of the prices
                  attributed to any part of the design and construction of the
                  New Road by the Contractor or the DBFO Co in such bill of
                  quantities or other costings or estimates to the extent that,
                  in the Expert's opinion, they exceed the market price for the
                  relevant type of work prevailing in the United Kingdom
                  construction industry at such time.

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5.       FINANCIAL MODEL

5.1      Custody Arrangements

         5.1.1    Immediately on execution of this Agreement, 2 copies of the
                  Financial Model shall be lodged by the DBFO Co (after
                  verification of the identity of the Financial Model on behalf
                  of the Secretary of State) with The National Computing Centre
                  Limited of Oxford House, Oxford Road, Manchester M1 7ED to be
                  held in custody upon the terms set out in the Custody
                  Agreement. The Parties shall agree a substitute custodian in
                  the event that The National Computing Centre Limited ceases to
                  act as custodian.

         5.1.2    The DBFO Co shall in addition promptly lodge with The National
                  Computing Centre Limited 2 copies of any revisions to the
                  Financial Model in accordance with paragraph 7 of Part 1 of
                  Schedule 12, to be held in custody upon the terms set out in
                  the Custody Agreement.

5.2      Costs

         The cost of these custody arrangements shall be met in the first
         instance by the Secretary of State and he shall be reimbursed one half
         of such costs by the DBFO Co.

5.3      Base Case

         A copy of a print out of the assumptions, cash flow, balance sheet and
         profit and loss parts of the Base Case is attached as Part 3 of
         Schedule 1.

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                                     PART II

                                   OPERATIONS

6.       SITE INSPECTION

         Without prejudice to Clause 15 [Latent Defects in Existing Road] and
         without limitation to any other provision of this Agreement (including
         without limitation Clause 34.2.2), the DBFO Co shall be deemed prior to
         executing this Agreement to have, and warrants that it has:

         6.1      inspected and examined to its satisfaction the Site and the
                  Adjacent Areas and their surroundings and, where applicable,
                  any existing structures or works on, over or under the Site
                  and the Adjacent Areas;

         6.2      satisfied itself as to the nature of the climatic,
                  hydrological, ecological, environmental and general conditions
                  of the Site and the Adjacent Areas, the nature of the ground
                  and subsoil, the form and nature of the Site and the Adjacent
                  Areas, the risk of injury or damage to property adjacent to or
                  affecting the Site and the Adjacent Areas and to occupiers of
                  such property, the nature of the materials (whether natural or
                  otherwise) to be excavated, and the nature of the design,
                  work, Plant and materials necessary for the execution of the
                  Operations;

         6.3      satisfied itself as to:

                  6.3.1    the means of communication with and access to and
                           through the Site and the Adjacent Areas, the
                           accommodation it may require and the adequacy of the
                           rights of access set out in Clause 8.1 [Access for
                           DBFO Co] for those purposes;

                  6.3.2    the possibility of interference by persons (other
                           than the Secretary of State and other than persons
                           claiming rights or title through, under or paramount
                           to the Secretary of State) with access to or use of
                           the Site and Adjacent Areas, with particular regard
                           to the Requirements of Interested Parties; and

                  6.3.3    the precautions and times and methods of working
                           necessary to prevent any unnecessary nuisance or
                           interference (and to minimise any necessary nuisance
                           or interference), whether public or private, being
                           caused to any third parties;

         6.4      thoroughly examined, checked and satisfied itself as to the
                  adequacy, correctness and suitability of all Design Data made
                  available to the DBFO Co by the Secretary of State prior to
                  execution of this agreement and which the DBFO Co has adopted
                  or made use of in the Construction Requirements, the
                  Communications Requirements or the O&M Requirements or which
                  the DBFO Co intends to adopt or make use of,

         6.5      has conducted its own analysis and review of the other
                  materials, documents and data referred to in Clause 34.2.1
                  which bear on any of the matters referred to in Clauses 6.1,
                  6.2 and 6.3; and

         6.6      generally obtained for itself all necessary information as to:

                  6.6.1    the risks, contingencies and all other circumstances
                           which may influence or affect the Construction
                           Requirements, the Communications Requirements and the
                           O&M Requirements and its obligation to carry out the
                           Operations; and

                  6.6.2    any other factors which would affect its decision to
                           enter into this Agreement or the terms on which it
                           would do so.

         The provisions of any sub-Clause of this Clause 6 shall be without
         limitation to the provisions of any other sub-Clause of this Clause 6.

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7.       COMMENCEMENT

7.1      Conditions to Commencement

         The following shall be conditions to the issue of the Certificate of
         Commencement:

         7.1.1    the Secretary of State having received from the DBFO Co notice
                  confirming:

                  7.1.1.1  that all conditions to the availability of funds by
                           the DBFO Co under the Funding Agreements (other than
                           the issue of the Certificate of Commencement) have
                           been satisfied or waived;

                  7.1.1.2  the unconditional subscription by Yorkshire Holdings
                           of (pound)3,000,001 for 3,000,001 Ordinary Shares of
                           the DBFO Co at par and the unconditional receipt by
                           the DBFO Co of such subscription moneys; and

                  7.1.1.3  the unconditional subscription by the Sponsors of
                           (pound)12, 000,000 loan stock issued by the DBFO Co
                           at par under an instrument constituting
                           (pound)12,000,000 15% secured subordinated stock
                           issued by the DBFO Co and the unconditional receipt
                           by the DBFO Co of such subscription moneys;

                  in each case accompanied by such evidence thereof as may
                  reasonably be required by the Secretary of State;

         7.1.2    the Secretary of State having received the Performance
                  Guarantee referred to in Clause 4.1;

         7.1.3    the Secretary of State having received such evidence of
                  compliance with Clause 18 [Insurance] as he may reasonably
                  require;

         7.1.4    there being no Dispute which remains the subject of the
                  Disputes Resolution Procedure the resolution of which may give
                  rise to the premature termination of this Agreement; and

         7.1.5    the obtaining of a valid Court order made under the provisions
                  of Section 38(4) of the Landlord and Tenant Act 1954 excluding
                  the provisions of Sections 24 to 28 (inclusive) of that Act in
                  respect of the Lease.

7.2      Certificate of Commencement

         Subject to Clause 36.1.4, the Secretary of State shall issue the
         Certificate of Commencement no later than the date on which he receives
         notice from the DBFO Co confirming that all the conditions referred to
         in Clause 7.1 have been satisfied.

7.3      Commencement of Operation and Maintenance

         7.3.1    Subject to Clause 7.3.2 and Clause 7.3.3, the DBFO Co shall be
                  responsible for the operation and maintenance of the Project
                  Facilities from the Commencement Date.

         7.3.2    Subject to Clause 7.3.3, the DBFO Co shall be responsible for
                  the operation and maintenance of the following sections of the
                  Existing Road from the date set out below in respect of each
                  such section:

                  7.3.2.1  M1 north of the M1/M62 Junction 42/29 (Lofthouse) to
                           a point on the south side of Urn Farm overbridge
                           including the northbound access slip road and
                           southbound exit slip road at M1/M62 Junction 42/29
                           from 29th July 1996;

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                  7.3.2.2  M62 east of Junction 28 (Tingley) to the M1/M62
                           Junction 42/29 (Lofthouse) including the access and
                           exit slip roads to the east of Junction 28 and to the
                           west of Junction 29 from 8th July 1996; and

                  7.3.2.3  A1(T) northwards from a point 520m south of the Old
                           Great North Road at Micklefield to a point lkm north
                           of A64(T) Leeds Road at Bramham including access and
                           exit slip roads at A64(T) (Bramham Crossroads) and
                           A642 (Hook Moor) from 8th July 1996.

         7.3.3    The DBFO Co shall be responsible for Winter Maintenance in
                  respect of the Existing Road from the date of issue of the
                  Permit to Use.

         7.3.4    The DBFO Co shall procure that, within 90 days after the date
                  of this Agreement, the Liaison Procedures referred to in
                  Clause 12.5.1 are developed and agreed with each of the
                  persons referred to in paragraph 1 of Part 2 of Schedule 16.

         7.3.5    The DBFO Co shall procure that adequate procedures are agreed
                  between the DBFO Co and each of North Yorkshire County Council
                  (for A1 Trunk Road) and Owen Williams Limited (for M1 and M62
                  motorways) for the transfer of the operation and maintenance
                  of the relevant section of the Existing Road to the DBFO Co
                  with effect from the date (the "Transfer Date") on which the
                  DBFO Co is to commence operation and maintenance of it under
                  Clause 7.3.2. Such agreement shall be reached by the earliest
                  to occur of:

                  7.3.5.1  the date which is 90 days after the date of this
                           Agreement; and

                  7.3.5.2  the date which is seven days prior to the Transfer
                           Date in respect of the relevant section of the
                           Existing Road.

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8.       LAND

8.1      Access for DBFO Co

         Subject to the conditions set out in Clause 7.1 having been and
         remaining satisfied and subject to Clause 8.3 and to the provisions of
         the Secretary of State's disclosure letter of even date herewith from
         the Secretary of State to the DBFO Co, the Secretary of State shall
         make available to the DBFO Co for the periods referred to in Clause 8.2
         [Duration] access to so much of the Site and the Adjacent Areas as
         shall be required from time to time for the carrying out of the
         relevant part of the Operations, in each case subject to:

         8.1.1    any rights of public passage or access existing over any part
                  of the Site or the Adjacent Areas from time to time;

         8.1.2    subject to the provisions of Clause 12.4.2, the right of any
                  Relevant Authority under any Law or Statutory Requirement to
                  have access to the Site or the Adjacent Areas;

         8.1.3    the right of Users to use the Project Road or of the public to
                  use any Local Authority Road or other highway;

         8.1.4    the rights of access referred to in Clause 12.4.1 [Access];

         8.1.5    the right of any relevant highway authority to have access for
                  the execution on or near the Site or the Adjacent Areas of any
                  work in fulfilling any function of such highway authority
                  under any Law;

         8.1.6    the terms and conditions of any Rights in respect of land
                  comprising the Site and the Adjacent Areas; and

         8.1.7    the terms of the Lease (in the case of the Maintenance Area).

8.2      Duration

         Subject to Clause 39.1, the commencement and duration of the rights of
         access given under Clause 8.1 shall be as follows:

         8.2.1    in respect of the Site, from the Commencement Date or, in the
                  case of the Existing Road, the relevant date set out in Clause
                  7.3.2, and thereafter until the end of the Contract Period or,
                  in respect of any part of the Site comprising a De-Trunked
                  Segment, the date on which a de-trunking order comes into
                  effect;

         8.2.2    in respect of the Temporary Adjacent Areas, from the later of
                  the Commencement Date and the date on which access is required
                  in respect of the relevant part of the Temporary Adjacent
                  Areas under the Programme and thereafter until a Taking Over
                  Certificate is issued in respect of the Local Facilities on
                  the relevant part of the Temporary Adjacent Areas in
                  accordance with Clause 11.3 [Local Facilities and De-Trunked
                  Segments];

         8.2.3    in respect of the Adjacent Areas other than the Temporary
                  Adjacent Areas, from the later of the Commencement Date and
                  the date on which access is required in respect of the
                  relevant part of the Adjacent Areas under the Programme and
                  thereafter until the end of the Contract Period.

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8.3      Limitation

         8.3.1    The rights of access referred to in Clause 8.1 shall subsist
                  for the purposes of carrying out the Operations and for no
                  other purposes. Save in respect of any access to the
                  Maintenance Depot under the terms of the Lease, any access
                  given under Clause 8.1 shall be by way of licence for the
                  particular activity only and shall not grant or be deemed to
                  grant any legal estate or other interest in land.

         8.3.2    Without prejudice to the DBFO Co's obligations under this
                  Agreement, the rights of access given to the DBFO Co under
                  Clause 8.1 shall not apply, and (without prejudice to Clause
                  9.3 [Review Procedure]) the DBFO Co shall not commence any of
                  the Operations in respect of, any part of the Existing Road
                  prior to the later of:

                  8.3.2.1  the date on which the Secretary of State is satisfied
                           that the Liaison Procedures referred to in Clause
                           12.5.1 have been developed and agreed with each of
                           the persons referred to in paragraph 1 of Part 2 of
                           Schedule 16; and

                  8.3.2.2  the date on which the Secretary of State is satisfied
                           that adequate procedures have been agreed between the
                           DBFO Co and each of North Yorkshire County Council
                           (for A 1 Trunk Road) and Owen Williams Limited (for M
                           1 and M62 motorways) for the transfer of the
                           operation and maintenance of the relevant section of
                           the Existing Road to the DBFO Co with effect from the
                           date on which the DBFO Co is to commence operation
                           and maintenance of it under Clause 7.3.2.

8.4      Additional Access

         8.4.1    Any request by the DBFO Co that the Secretary of State
                  exercise in respect of any land outside the Site and the
                  Adjacent Areas any power of entry under any Law (to the extent
                  that the exercise of such power of entry is necessary to
                  enable the DBFO Co to perform its obligations under this
                  Agreement) shall be dealt with in accordance with Clause 25,
                  and the DBFO Co shall bear and indemnify the Secretary of
                  State in respect of all costs and charges in respect of and
                  any Loss or Claims arising from such entry.

         8.4.2    Save as provided in Clause 8.4.1, the DBFO Co shall procure,
                  and shall bear and indemnify the Secretary of State in respect
                  of all costs and charges in respect of and any Loss or Claims
                  arising from, any access to any land required additional to
                  that required to be provided by the Secretary of State
                  pursuant to Clause 8.1 [Access for DBFO Co].

8.5      Off-Site Works

         Without prejudice to Clause 11.2.6.3, to the extent that Off-Site Works
         are to be carried out on land or highways in the control or ownership
         of a highway authority other than the Secretary of State and such
         highway authority has not given access to the DBFO Co of areas required
         to carry out the Off-Site Works, then and during any such period the
         DBFO Co shall not be required to carry out the Off-Site Works relating
         to such area.

8.6      Acquisition of Land by DBFO Co

         The DBFO Co shall not acquire any land or any interest in any land
         required for or for the support of the Project Facilities without the
         prior consent of the Secretary of State.

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8.7      Observance by DBFO Co

         The DBFO Co shall observe and comply with the terms and conditions of
         any Rights in respect of land comprising the Site and the Adjacent
         Areas.

8.8      Boundaries of Site and Adjacent Areas

         8.8.1    The Parties acknowledge that the boundaries of the Site and
                  Adjacent Areas, as they relate to the New Road and as
                  reflected on drawings entitled 'Land Areas' contained in Part
                  7 of Schedule 3, have been set by reference to the preliminary
                  design of the New Road as shown in the Construction
                  Requirements on the date of execution of this Agreement.

         8.8.2    Within 90 days after the issuance of the Completion
                  Certificate, the DBFO Co shall by notice to the Secretary of
                  State specify any area of land falling within the boundaries
                  of the Site and Adjacent Areas as referred to in Clause 8.8.1
                  which is not required for the Project. The Secretary of State
                  shall be entitled in his absolute discretion (as between the
                  Secretary of State and the DBFO Co) to return any such area of
                  land to the person who owned it prior to its acquisition by
                  the Secretary of State (or the successors in interest of such
                  person).

         8.8.3    If the Secretary of State exercises the right referred to in
                  Clause 8.8.2 in respect of any area of land, then such area of
                  land shall be excluded from the definition of the Site or the
                  Adjacent Areas (as the case may be) with effect from the
                  effective date of such exercise. The Parties shall use their
                  reasonable endeavours to agree any revisions to drawings
                  entitled 'Land Areas' contained in Part 7 of Schedule 3
                  necessary to reflect such exclusion and if they are unable to
                  reach agreement within 90 days of the effective date of such
                  exercise then either Party may refer the dispute for
                  resolution under the Disputes Resolution Procedure.

         8.8.4    For the avoidance of doubt, if and so long as the Secretary of
                  State does not exercise the right referred to in Clause 8.8.2
                  in respect of any such area of land, then such area shall
                  remain part of the Site or the Adjacent Areas (as the case may
                  be) and the DBFO Co shall remain subject to the terms of this
                  Agreement in respect of such area of land.

8.9      Lease of Maintenance Depot

         8.9.1    Subject to the conditions set out in Clause 7.1 (other than
                  those contained in Clause 7.1.4) having been and remaining
                  satisfied, the Parties shall, on the date which is not later
                  than the first to occur of:

                  8.9.1.1  the issue of the Completion Certificate; and

                  8.9.1.2  the date which is 14 days after the date on which the
                           Department's Agent notifies the DBFO Co that he is
                           satisfied that the construction of the Maintenance
                           Depot has been completed in all material respects in
                           accordance with the Construction Requirements insofar
                           as they relate to the Maintenance Depot,

                  enter into the Lease, the term of which shall take effect from
                  the Commencement Date.

         8.9.2    In the event of any conflict or inconsistency between the
                  terms of this Agreement and the terms of the Lease, the terms
                  of the Lease shall prevail.

         8.9.3    The Secretary of State will:

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                  8.9.3.1  use all reasonable endeavours to perfect his title to
                           the premises to be demised by the Lease prior to
                           completion of the Lease and in any event will do so
                           as soon as possible thereafter;

                  8.9.3.2  provide the DBFO Co with all such evidence available
                           of the Secretary of State's title and reasonable
                           assistance as will enable the DBFO Co to apply for
                           the registration of the Lease at H.M. Land Registry,
                           such evidence to be given forthwith after the
                           Secretary of State has acquired title to those
                           premises.

8.10     Disposal of Materials Won on Site

         The right of the DBFO Co to excavate, extract, dispose of, exploit or
         otherwise deal with any materials, including without limitation, any
         soil, aggregates, rocks, coal, minerals or other deposits, excavated,
         arising or produced in connection with the carrying out of the
         Operations on the Site or any Adjacent Areas (together "Site
         Materials") shall be subject to the following provisions of this Clause
         8.10:

         8.10.1   the DBFO Co may only excavate, extract, dispose of, exploit or
                  otherwise deal with any Site Materials:

                  8.10.1.1 if and to the extent that the Secretary of State has
                           the right to do so by Law or pursuant to the terms of
                           any agreement or compulsory purchase order;

                  8.10.1.2 if and to the extent that, in the case of excavation
                           or extraction of Site Materials, such excavation or
                           extraction is necessary for the purpose of
                           constructing the New Road in accordance with the
                           Construction Requirements;

                  8.10.1.3 subject to the rights of any third party, whether
                           being rights in or to the Site Materials, Rights in
                           respect of land or otherwise; and

                  8.10.1.4 subject to any limitation, restriction or condition,
                           whether pursuant to any Law or otherwise, applying to
                           or affecting the right of the Secretary of State to
                           undertake any such excavation, extraction, disposal,
                           exploitation or other dealing;

         8.10.2   subject to Clause 8.10.3, the Secretary of State shall not be
                  entitled to any payment from the DBFO Co in relation to any
                  excavation, extraction, disposal, exploitation of or other
                  dealing with any Site Materials in accordance with Clause
                  8.10.1; and

         8.10.3   without prejudice to the generality of Clause 35.1, the DBFO
                  Co shall indemnify and keep indemnified the Secretary of State
                  in respect of any Claims or Losses of any person which may
                  arise out of, or in the course of or in connection with, any
                  excavation, extraction, disposal, exploitation of or other
                  dealing with any Site Materials or any breach by the DBFO Co
                  of the provisions of this Clause 8.10.

8.11     Responsibility for Protestors and trespassers

         8.11.1   For the avoidance of doubt, the DBFO Co shall bear the entire
                  risk of any action by any Protestor in respect of the Project.

         8.11.2   The Secretary of State shall not be responsible for the
                  presence on the Site or Adjacent Areas (whether before or
                  during the Contract Period) of any Protestor or other person
                  not entitled to be upon the Site or Adjacent Areas (in this
                  Clause 8.11, a "trespasser") nor for any act, omission or
                  default of any such person. The presence on or entry onto the
                  Site or Adjacent Areas of any such person and any lawful or
                  unlawful activities of such person shall not be a breach of
                  the obligations of the Secretary of State under this Clause 8
                  to make available to the

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                  DBFO Co access to the Site and the Adjacent Areas, nor a
                  breach of any other obligation or warranty of the Secretary of
                  State under this Agreement.

         8.11.3   The DBFO Co shall not be relieved of any obligations under
                  this Agreement as a result of the presence on or entry onto
                  the Site or the relevant Adjacent Areas of any Protestor or
                  other trespasser or any lawful or unlawful activities of such
                  person.

9.       DESIGN AND CONSTRUCTION

9.1      Responsibility

         The DBFO Co shall be responsible for the design, construction,
         completion, commissioning and testing of the Works, which shall be
         carried out in strict accordance with the Construction Requirements and
         the Communications Requirements (subject to Clause 9.4 [DBFO Co's Works
         Changes] and Part 2 of Schedule 12 [Department's Works Changes]), the
         Design and Certification Procedure and the Review Procedure and in such
         manner as to procure satisfaction of the Core Construction Requirements
         and the Core Communications Requirements. For the avoidance of doubt,
         if the Secretary of State wishes the DBFO Co to comply with any
         Department's Standards or any amendment to any Department's Standards
         or any amendment to the Road Users' Charter in any case issued after
         6th October 1995, then a Department's Works Change or a Department's
         Change in Specification, as the case may be, shall be issued to
         implement such requirement.

9.2      Design and Certification Procedure

         9.2.1    The DBFO Co shall procure that the Designer shall prepare and
                  supervise the preparation of, or shall adopt, all Design Data
                  in respect of the Works (including without limitation the
                  Detailed Design) in accordance with the Construction
                  Requirements and the Communications Requirements (subject to
                  Clause 9.4 [DBFO Co's Works Changes] and Part 2 of Schedule 12
                  [Department's Works Changes]) and shall comply with the Design
                  and Certification Procedure.

         9.2.2    The DBFO Co shall procure that the certification procedures
                  referred to in the Design and Certification Procedure are
                  complied with by the appropriate persons referred to therein,
                  including but not limited to the Design Team, the Designer and
                  any independent team or engineer within the Designer, as the
                  case may be, and that such persons are at all relevant times
                  duly authorised to carry out such procedures and to sign the
                  relevant Certificates.

         9.2.3    The DBFO Co shall procure that the checking procedures
                  referred to in the Design and Certification Procedure are
                  complied with by the appropriate persons referred to therein,
                  including but not limited to the Checking Team, the Checker,
                  the Audit Team and any independent team or engineer within the
                  Designer, as the case may be, and that such persons are at all
                  relevant times duly appointed to carry out such procedures.

         9.2.4    Without limitation to Clause 47.3 [DBFO Co Responsibility],
                  any failure by any person referred to in the Design and
                  Certification Procedure, including but not limited to the
                  Design Team, the Designer, the Checking Team, the Checker, the
                  Audit Team and any independent team or engineer within the
                  Designer, to fulfill the obligations required of them under
                  the Design and Certification Procedure shall be a breach of
                  the DBFO Co's obligations under this Agreement.

         9.2.5    Design Data the subject of a Certificate which has been
                  submitted to the Department's Agent in accordance with the
                  Design and Certification Procedure shall not be departed from
                  otherwise than pursuant to a Works Change.

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9.3      Review Procedure

         9.3.1    The DBFO Co shall not commence or permit the commencement of
                  construction of any part of the Works until there has been no
                  objection under the Review Procedure to all Design Data and
                  all relevant Certificates required in respect of such part of
                  the Works in accordance with the Design and Certification
                  Procedure. Relevant Certificates shall include, without
                  limitation, Design Certificates, Check Certificates, and
                  Traffic Management Certificates as appropriate under the
                  Design and Certification Procedure.

         9.3.2    The DBFO Co shall not commence or permit the commencement of
                  construction or implementation of any Temporary Works for
                  which a Temporary Works Check Certificate is required under
                  the provisions of Part 3 of Schedule 4 until there has been no
                  objection under the Review Procedure to that Certificate and
                  the relevant Design Data.

9.4      DBFO Co's Works Changes

         If the DBFO Co proposes to vary or amend the Construction Requirements
         or the Communications Requirements, such proposal together with all
         supporting Design Data and an explanation of the reasons for the
         proposed change (including if appropriate the Designer's comments)
         shall be submitted in accordance with the Review Procedure as a
         proposed DBFO Co's Works Change. The DBFO Co shall not proceed to
         implement a proposed DBFO Co's Works Change unless and until there has
         been no objection in accordance with the Review Procedure (on the
         grounds set out in paragraph 3.4 of Part 3 of Schedule 7) and the
         relevant DBFO Co's Works Change Certificate has been issued by the
         Designer and duly countersigned by the Department's Agent in accordance
         with paragraph 7 of Part 3 of Schedule 7.

9.5      Breaches

         9.5.1    In the event that the DBFO Co becomes aware of a breach of any
                  of Clauses 9.1 to 9.4 (both inclusive), the DBFO Co shall:

                  9.5.1.1  forthwith notify the Department's Agent of the fact
                           of such breach and the subject matter thereof, and

                  9.5.1.2  as soon as reasonably practicable make a submission
                           in respect of such breach to the Review Procedure,
                           including in such submission:

                           9.5.1.2.1    a full statement of the circumstances in
                                        which such breach took place together
                                        with a full explanation of the reasons
                                        for such breach and, if appropriate, for
                                        any delay in providing notification
                                        under paragraph 9.5.1.1;

                           9.5.1.2.2    a full statement of the measures, if
                                        any, which the DBFO Co proposes to adopt
                                        in order to rectify such breach and/or
                                        to preclude or mitigate the consequences
                                        thereof (if any); and

                           9.5.1.2.3    if such breach relates to a variation in
                                        the design, quality or quantity of the
                                        Works, an application for a DBFO Co's
                                        Works Change.

         9.5.2    The Department's Agent shall deal with a submission pursuant
                  to Clause 9.5.1 above as soon as reasonably practicable (but
                  without being subject to any specific time limit). The
                  Department's Agent shall be entitled to raise comments in
                  respect of such a submission in its absolute discretion, but
                  shall have regard to all the circumstances, including without
                  limitation:

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                  9.5.2.1  whether the breach is inadvertent on the part of the
                           DBFO Co or the Contractor;

                  9.5.2.2  whether there has been culpable delay in making the
                           relevant notification under Clause 9.5.1.1 or
                           submission under Clause 9.5.1.2;

                  9.5.2.3  whether similar breaches occurred previously and, if
                           so, the gravity of such breaches and the measures, if
                           any, adopted by the DBFO Co to prevent their
                           re-occurrence;

                  provided that in the circumstances set out in Clause 9.5.1 the
                  Department's Agent shall not comment upon a certificate issued
                  by the Designer or by the Checker accompanying such a
                  submission unless such submission related to a DBFO Co's Works
                  Change for which a DBFO Co's Works Change Certificate has not
                  previously been issued.

9.6      Department's Design Data

         Save as expressly provided in this Agreement, the DBFO Co shall not
         seek to recover from the Secretary of State and shall indemnify the
         Secretary of State and his servants and agents against any Loss or
         Claim which may arise from the adoption, use or application by or on
         behalf of the DBFO Co, the Designer, the Checker, the Contractor, or
         any other person for whom the DBFO Co is responsible in the design,
         construction, testing, operation and maintenance of the Project
         Facilities of any Design Data and other data and documents made
         available to it or its representatives in connection with the Project
         by or on behalf of the Secretary of State whether before or after the
         execution of this Agreement.

9.7      Site Safety and Security

         The DBFO Co shall throughout the progress of the Works have full regard
         for the safety of all persons on the Site or the Adjacent Areas
         (whether lawfully or not) and shall keep the Site, the Adjacent Areas
         and the Works in an orderly state appropriate to the avoidance of
         danger to such persons. Without limitation to Clause 27.2, the DBFO Co
         shall take such measures as are reasonably required to prevent the
         trespass onto the Site or the Adjacent Areas of any persons or
         livestock not entitled to be there including, without limitation,
         fencing of the Site and the Adjacent Areas where appropriate.

9.8      Health and Safety

         9.8.1    In this Clause 9.8:

                  9.8.1.1  "the Regulations" means the Construction (Design and
                           Management) Regulations 1994 (1994 S.I. 3140) (and
                           "Regulation" shall be construed accordingly); and

                  9.8.1.2  "the client" and "the Executive" have the same
                           meanings as in the Regulations.

         9.8.2    Within 7 days of the date of execution of this Agreement the
                  DBFO Co shall make and serve on the Executive a declaration
                  pursuant to and in the form (if any) required by Regulation 4
                  that the DBFO Co will act as the client in relation to the
                  Operations for all the purposes of the Regulations. The DBFO
                  Co shall forthwith send a copy of the declaration to the
                  Department's Agent and upon receipt of notice from the
                  Executive that it has received the declaration the DBFO Co
                  shall send a copy of such notice to the Department's Agent.
                  During the Contract Period the DBFO Co shall not and shall not
                  seek to withdraw, terminate or in any manner derogate from its
                  declaration that it will act as, and its acceptance of its
                  responsibilities as, the client for all the purposes of the
                  Regulations.

         9.8.3    The DBFO Co shall observe, perform and discharge and shall
                  procure the observance, performance and discharge of:

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                  9.8.3.1  all the obligations, requirements and duties arising
                           under the Regulations in connection with the
                           Operations; and

                  9.8.3.2  any Code of Practice for the time being approved by
                           the Health and Safety Commission pursuant to the
                           Health and Safety at Work etc. Act 1974 in connection
                           with the Regulations.

         9.8.4    The DBFO Co shall indemnify the Secretary of State and his
                  servants and agents against all Loss and Claims arising out of
                  or in connection with any breach of the Regulations (whether
                  in relation to obligations, requirements and duties of the
                  client or otherwise).

9.9      Access and Facilities for Department's Agent

         Without limitation to Clause 12.4 [Access], the DBFO Co shall procure
         that:

         9.9.1    subject to complying with all relevant safety procedures, the
                  Department's Agent shall have unrestricted access at all
                  reasonable times to any site or workshop where materials are
                  being manufactured for the Works for the purposes of general
                  inspection and of attending any test or investigation being
                  carried out in respect of the Works;

         9.9.2    the Department's Agent shall have the right to attend monthly
                  Site and other similar progress meetings; and

         9.9.3    there are kept on site one copy of all drawings for
                  construction and of all specifications, and that the same
                  shall at all reasonable times be available for inspection and
                  use by the Department's Agent and by any other person
                  authorised by the Department's Agent.

9.10     Noise Insulation Requirements

         The DBFO Co shall comply with the provisions of Part 6 of Schedule 4.

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10.      PROGRAMME AND DATE FOR COMPLETION

10.1     Programme

         Subject to Clause 10.6 [Extension of Time], the DBFO Co shall be
         responsible for ensuring that the investigations, design, construction,
         commissioning, testing, maintenance and related works appearing in the
         Construction Requirements and the Communications Requirements are
         carried out in accordance with the Programme.

10.2     Works Programme

         10.2.1   The DBFO Co shall procure the preparation of the Works
                  Programme, which shall be in all respects consistent with the
                  Programme, and shall provide to the Department's Agent a copy
                  of the same, accompanied by a Programme Certificate, within 28
                  days of the date of execution of this Agreement. The Works
                  Programme shall be in accordance with Good Industry Practice
                  and shall be in sufficient detail so as to enable the
                  Department's Agent to resource itself appropriately.

         10.2.2   Subject to Clause 10.4, the Works Programme shall be provided
                  for the information of the Secretary of State and the
                  Department's Agent. In the event of any conflict between the
                  Programme and the Works Programme, the Programme shall (unless
                  otherwise agreed by the Secretary of State) prevail.

10.3     Variations to Works Programme

         The DBFO Co shall promptly submit to the Department's Agent a copy of
         any version of the Works Programme subsequently varied or amended, in
         each case accompanied by a Programme Certificate.

10.4     Compliance with Programme

         Should it appear to the Department's Agent at any time that the actual
         progress of the Works does not conform with the Programme then the
         Department's Agent shall be entitled to require the DBFO Co either:

         10.4.1   to submit to the Department's Agent a report identifying the
                  reasons for the delay, and/or

         10.4.2   to produce and submit to the Department's Agent in accordance
                  with the Review Procedure a revised Works Programme showing
                  the order of procedure and periods necessary to ensure
                  completion of the Works (other than the Excepted Works) by the
                  Date for Completion.

         The Department's Agent shall be entitled to raise comments in respect
         of the revised Works Programme only on the grounds set out in paragraph
         3.5 of Part 3 of Schedule 7.

10.5     Date for Completion

         10.5.1   The Date for Completion shall be determined by reference to
                  the period of time shown between the Commencement Date and the
                  Date for Completion in the Programme.

         10.5.2   The DBFO Co shall use all reasonable endeavours to procure
                  that the Works (other than the Excepted Works) are completed
                  to such standard as would enable the issue of the Completion
                  Certificate by the date anticipated therefor in the Programme
                  and in any event will procure that the Works (other than the
                  Excepted Works) are completed to that standard by the Date for
                  Completion, subject only to any change in the Date for
                  Completion pursuant to Clause 10.6 [Extension of Time].

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10.6     Extension of Time

         10.6.1   A delay in achieving completion of the Works (other than the
                  Excepted Works) to such standard as would enable the
                  Completion Certificate to be issued by the Date for Completion
                  shall be excused to the extent that it is caused by a Delay
                  Event affecting the DBFO Co (except and to the extent that the
                  same shall arise out of any act, neglect or omission of the
                  DBFO Co), provided that the DBFO Co:

                  10.6.1.1 notifies the Department's Agent of a Delay Event in
                           accordance with Clause 10.6.2 and provides such
                           further written information as the Department's Agent
                           may reasonably require regarding the nature and
                           likely duration of such event in accordance with
                           Clause 10.6.2;

                  10.6.1.2 affords the Department's Agent reasonable facilities
                           for investigating the validity of the DBFO Co's
                           claim, including on-site inspection; and

                  10.6.1.3 takes all steps necessary and consistent with Good
                           Industry Practice to mitigate the consequences of a
                           Delay Event (provided that this Clause 10.6.1.3 shall
                           not require the DBFO Co to accelerate the Works
                           Programme if to do so would require the DBFO Co to
                           incur material additional costs (other than where
                           such Delay Event is a Compensation Event)).

         10.6.2   Save as provided in the last paragraph of this Clause 10.6.2,
                  the DBFO Co shall give notice to the Department's Agent as
                  soon as it can foresee a Delay Event occurring or, if the same
                  is not foreseeable, as soon as it shall become aware of such
                  Delay Event but in any case within 14 days of such event
                  becoming apparent to the DBFO Co or, if earlier, of the date
                  upon which the same ought reasonably to have become apparent
                  to the DBFO Co. Thereafter but in any event not later than 21
                  days after such notification the DBFO Co shall give further
                  written details to the Department's Agent, which shall
                  include:

                  10.6.2.1 a statement of which Delay Event the claim is based
                           upon;

                  10.6.2.2 details of the circumstances from which the delay or
                           impediment arises;

                  10.6.2.3 details of the contemporary records which the DBFO Co
                           will maintain to substantiate its claim;

                  10.6.2.4 details of the consequences, whether direct or
                           indirect, which such delay or impediment may have on
                           completion of the Works; and

                  10.6.2.5 details of any measures which the DBFO Co proposes to
                           adopt to mitigate the consequences of delay or
                           impediment.

                  The DBFO Co shall not give a notice under this Clause 10.6.2
                  in respect of a Relevant Secretary of State Breach unless such
                  Relevant Secretary of State Breach is likely directly to cause
                  a delay in completion of the Works.

         10.6.3   Within 21 days of the DBFO Co receiving or becoming aware of
                  any supplemental information which may further substantiate or
                  support the DBFO Co's claim then, provided that there shall
                  have been no undue delay in either the receipt or becoming
                  aware of such information, the DBFO Co may submit further
                  particulars based on such information to the Department's
                  Agent.

         10.6.4   If the DBFO Co has failed to comply with the requirements as
                  to the giving of notice under Clause 10.6.2, then the
                  Department's Agent may require the DBFO Co to promptly submit

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                  details of the reasons for such failure. If the Department's
                  Agent has not stated that he is satisfied with the reasons
                  given within 28 days of their receipt, the DBFO Co may refer
                  the matter for resolution under the Disputes Resolution
                  Procedure, and if either the Department's Agent is satisfied
                  or the decision of the Disputes Resolution Procedure is that
                  the said failure is excusable, then the Department's Agent
                  shall proceed to the evaluation of the request for an
                  extension of time in accordance with Clause 10.6.6. If the
                  decision of the Disputes Resolution Procedure is that the
                  failure is not excusable, then the DBFO Co shall not be
                  entitled to an extension of the Date for Completion in respect
                  of the relevant Delay Event.

         10.6.5   The Department's Agent will be entitled, after receipt of
                  written details under Clause 10.6.2 or of further particulars
                  under Clause 10.6.3, by notice in writing to require the DBFO
                  Co to provide such further supporting particulars as it may
                  reasonably consider necessary.

         10.6.6   Subject to:

                  10.6.6.1 the DBFO Co complying with Clause 10.6.2 or, if the
                           Department's Agent has issued a request pursuant to
                           Clause 10.6.4, the sufficiency of the reasons for
                           default being accepted by the Secretary of State or
                           under the Disputes Resolution Procedure; and

                  10.6.6.2 the DBFO Co putting forward proposals where required
                           pursuant to Clause 10.6.2.5 as to the reasonable
                           steps which it intends to take in order to mitigate
                           any delay;

                  the Department's Agent shall, as soon as reasonably
                  practicable, grant to the DBFO Co in writing (either
                  prospectively or retrospectively) such extension of the Date
                  for Completion as may in the opinion of the Department's Agent
                  be justified (the period of such extension being the "Delay
                  Period"). If the Department's Agent declines to grant an
                  extension of time or the DBFO Co considers that the extension
                  is insufficient, then the DBFO Co shall be entitled to refer
                  the matter to the Disputes Resolution Procedure.

         10.6.7   In determining the Delay Period in accordance with Clause
                  10.6.6, the Department's Agent may, subject to Clause 10.6.9,
                  take into account, inter alia:

                  10.6.7.1 whether (and if so to what extent) as a consequence
                           of the failure of the DBFO Co to conduct the
                           Operations at all times prior to the occurrence of
                           the Delay Event in accordance with the Programme and
                           Good Industry Practice the impact of the Delay Event
                           on the ability of the DBFO Co to complete the Works
                           (other than the Excepted Works) by the Date for
                           Completion is greater than it would otherwise have
                           been; and

                  10.6.7.2 (without prejudice to Clause 10.6.1.3) the extent to
                           which the delay or impediment caused by the Delay
                           Event ought reasonably to be or to have been
                           mitigated by the DBFO Co by the taking of reasonable
                           steps (including but not limited to those put forward
                           in accordance with Clause 10.6.6.2) after the
                           occurrence of the Delay Event.

         10.6.8   Where the DBFO Co may have a claim for additional payment as a
                  result of:

                  10.6.8.1 a Delay Event referred to in paragraph 1.1 of Part 1
                           of Schedule 11, the provisions of Clause 33.4 shall
                           have effect;

                  10.6.8.2 a Delay Event referred to in paragraph 1.2 of Part 1
                           of Schedule 11, the provisions of Part 2 of Schedule
                           12 [Department's Works Change] shall have effect; or

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                  10.6.8.3 a Delay Event referred to in paragraph 1.3, 1.5 or
                           1.6 of Part 1 of Schedule 11, the provisions of Part
                           5 of Schedule 12 [Compensation Events] shall have
                           effect.

                  For the avoidance of doubt, the DBFO Co shall have no claim
                  against the Secretary of State for any additional payment as a
                  result of any delay which is not a Delay Event referred to in
                  Clauses 10.6.8.1, 10.6.8.2 and 10.6.8.3 above, unless
                  otherwise expressly provided in this Agreement.

         10.6.9   For the avoidance of doubt, the Department's Agent may not
                  refuse to grant the DBFO Co an extension of the Date for
                  Completion solely by reason of the Contractor having agreed
                  with the DBFO Co under the Construction Contract to carry out
                  the Works to such standard as would enable the Completion
                  Certificate to be issued by a date prior to the Date for
                  Completion or solely by reason that the Contractor has at any
                  time in fact progressed the Works beyond the stage to which
                  they would have to be progressed at such time in order for the
                  Completion Certificate to be issued by the Date for
                  Completion.

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11.       INSPECTION AND COMPLETION

11.1      Permit to Use

          11.1.1    The following provisions of this Clause 11.1.1 shall apply
                    in relation to the conduct of inspections of the New Road by
                    the Department's Agent for the purposes of determining
                    whether the New Road has been completed to such extent as to
                    be suitable and safe for use by members of the public
                    without traffic management restrictions (other than those
                    necessary and permitted in respect of the Construction
                    Finishing Works or the Excepted Works):

                    11.1.1.1  not more than 180 days, but not less than 90 days,
                              prior to the date (the "Expected Final Inspection
                              Date") upon which the DBFO Co expects the whole of
                              the Works will be completed or completed to such
                              extent that the New Road shall be suitable and
                              safe for use by members of the public without
                              traffic management restrictions (other than those
                              necessary and permitted in respect of the
                              Construction Finishing Works or the Excepted
                              Works) (the "Permit to Use Standard"), the DBFO Co
                              shall submit to the Department's Agent a schedule
                              (the "Inspection Schedule"):

                              11.1.1.1.1  identifying those areas or elements of
                                          the Works (an "Inspection Area") which
                                          it considers will be completed to the
                                          Permit to Use Standard more than 28
                                          days prior to the Expected Permit to
                                          Use Date and which could reasonably be
                                          subject to a discrete inspection by
                                          the Department's Agent; and

                              11.1.1.1.2  specifying a timetable for the
                                          carrying out of all such inspections,
                                          provided that no such inspection shall
                                          be programmed in such timetable to
                                          occur earlier than the date on which
                                          the Works comprised in the relevant
                                          Inspection Area are expected by the
                                          DBFO Co, at the time of submitting the
                                          Inspection Schedule, to be completed
                                          to the Permit to Use Standard;

                    11.1.1.2  the Department's Agent shall, within 14 days after
                              receipt of the Inspection Schedule either:

                              11.1.1.2.1  notify the DBFO Co of his agreement to
                                          the Inspection Schedule; or

                              11.1.1.2.2  notify the DBFO Co of any objections
                                          to the Inspection Schedule;

                    11.1.1.3  if the Department's Agent shall notify the DBFO Co
                              of any objections to the Inspection Schedule, the
                              DBFO Co shall submit a revised Inspection Schedule
                              taking account of the Department's Agent's
                              objections and the provisions of Clause 11.1.1.2
                              and this Clause 11.1.1.3 shall apply, mutatis
                              mutandis, until the Inspection Schedule is agreed
                              by the Department's Agent. If the Department's
                              Agent and the DBFO Co shall fail to agree upon the
                              Inspection Schedule within 28 days after the date
                              on which the DBFO Co submitted the first
                              Inspection Schedule, either of them may refer the
                              matter(s) in dispute to the Disputes Resolution
                              Procedure;

                    11.1.1.4  the DBFO Co will notify the Department's Agent on
                              each of the dates occurring 28, 14 and 7 days
                              prior to the date on which the Works comprised in
                              a relevant Inspection Area are expected by the
                              DBFO Co, at the time of the relevant notice, to be
                              completed to the Permit to Use Standard;

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                    11.1.1.5  on the date identified in any 7 day notice served
                              pursuant to Clause 11.1.1.4 or, if such date
                              differs from the date allocated to such inspection
                              in the Inspection Schedule (as agreed or
                              determined in accordance with Clause 11.1.1.2 or
                              Clause 11.1.1.3), as soon as reasonably
                              practicable after such date, the Department's
                              Agent shall commence an inspection of the relevant
                              Inspection Area;

                    11.1.1.6  within 10 Working Days after the completion of any
                              inspection under Clause 11.1.1.5, the Department's
                              Agent shall either:

                              11.1.1.6.1  issue a provisional confirmation that,
                                          subject to completion of the relevant
                                          areas or elements of the Works
                                          comprised in the remaining Inspection
                                          Areas, those areas or elements of the
                                          New Road comprised in the relevant
                                          Inspection Area have been completed to
                                          the Permit to Use Standard; or

                              11.1.1.6.2  notify the DBFO Co of the reason(s)
                                          for his refusal to issue such a
                                          provisional confirmation;

                    11.1.1.7  in the event of service of a notice by the
                              Department's Agent under Clause 11.1.1.6.2 and
                              following completion by the DBFO Co of such
                              further works or other measures necessary or
                              appropriate to remedy the cause of the refusal to
                              issue the provisional confirmation under Clause
                              11.1.1.6.1, the DBFO Co may give notice to the
                              Department's Agent that such further works have
                              been completed or measures taken and the
                              Department's Agent shall inspect such further
                              works or measures as soon as reasonably
                              practicable following such notice, whereupon the
                              provisions of Clauses 11.1.1.4 to 11.1.1.6
                              (inclusive) and this Clause 11.1.1.7 shall apply,
                              mutatis mutandis;

                    11.1.1.8  the DBFO Co will notify the Department's Agent on
                              each of the dates occurring 28, 14 and 7 days
                              prior to the Expected Final Inspection Date;

                    11.1.1.9  on the date identified in the 7 day notice served
                              pursuant to Clause 11.1.1.8 (but subject to the
                              provision of a DBFO Co's Substantial Completion
                              Certificate in accordance with paragraph 32 of
                              Section A of Part 3 of Schedule 4 on or before
                              such date), the Department's Agent shall commence
                              an inspection of the New Road and the provisions
                              of Clause 11.1.2 shall apply (the date of such
                              commencement being the "Final Inspection
                              Commencement Date");

                    11.1.1.10 the provisions of this Clause 11.1.1, including
                              without limitation, the issue of any provisional
                              confirmation in accordance with Clause 11.1.1.6.1,
                              shall be without prejudice to the provisions of
                              Clauses 11.1.2 to 11.1.5 (inclusive);

                    11.1.1.11 without prejudice to the Department's Agent's
                              rights under Clause 11.1.3 to refuse to issue the
                              Permit to Use, the Department's Agent shall
                              endeavour in good faith to advise the DBFO Co
                              promptly following his becoming aware (as a result
                              of any inspection carried out under the foregoing
                              provisions of this Clause 11.1.1) of any matter
                              which, in the Department's Agent's opinion, is
                              likely to cause the Permit to Use not to be
                              issued; and

                    11.1.1.12 for the avoidance of doubt:

                              11.1.1.12.1 only the inspection of the Works made
                                          in accordance with Clause 11.1.1.9
                                          shall be relevant for the purposes of
                                          the Department's Agent's determination
                                          of whether or not to issue the Permit
                                          to Use; and

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                              11.1.1.12.2 nothing in this Clause 11.1.1,
                                          including without limitation the issue
                                          of a provisional confirmation in
                                          accordance with Clause 11.1.1.6.1,
                                          shall prevent the Department's Agent
                                          from relying on any matter which was
                                          known to him at the time of such
                                          provisional confirmation as a ground
                                          for refusing to issue the Permit to
                                          Use.

          11.1.2    Subject to the Department's Agent's having issued a
                    provisional confirmation in accordance with Clause 11.1.1.6
                    in respect of each Inspection Area prior to the Final
                    Inspection Commencement Date, the Secretary of State shall,
                    on the Final Inspection Commencement Date (or on the first
                    available publication date thereafter), procure the
                    publication of the notice of opening in respect of the New
                    Road in accordance with the Special Roads (Notice of
                    Opening) Regulations 1992 (the "Notice of Opening").

          11.1.3    The Department's Agent shall not later than the date which
                    is the later of (i) the date (the "Relevant Date") which is
                    10 Working Days after the Final Inspection Commencement Date
                    and (ii) the date which is 8 days after the publication of
                    the Notice of Opening, either:

                    11.1.3.1  issue the Permit to Use, whereupon the New Road
                              shall as soon as practicable be made available for
                              public use without traffic management restrictions
                              (other than those necessary and permitted in
                              respect of Construction Finishing Works or the
                              Excepted Works); or

                    11.1.3.2  notify the DBFO Co in writing of his decision not
                              to issue the Permit to Use and state the reasons
                              for such decision (which must be reasons within
                              Clause 11.1.6).

          11.1.4    If the Permit to Use is not issued on or before the Relevant
                    Date solely by reason of any act, omission or default of the
                    Secretary of State in procuring the publication of the
                    Notice of Opening in accordance with Clause 11.1.2, then for
                    the purposes only of Clause 29.2 the Permit to Use will be
                    deemed to have been issued on the Relevant Date.

          11.1.5    If the Permit to Use is deemed to have been issued on the
                    Relevant Date under Clause 11.1.4, then, for the purposes of
                    determining the amount of the Traffic Payment in respect of
                    the period from the Relevant Date to the date immediately
                    preceding the date on which the Permit to Use is actually
                    issued (the "Deemed Issue Period"), the numbers of vehicle
                    kilometres in respect of Other Vehicles and HGVs
                    respectively for each Road Length during the Deemed Issue
                    Period shall be deemed to be such numbers of vehicle
                    kilometres in respect of Other Vehicles and HGVs
                    respectively as are determined in respect of that period
                    which commences on the date on which the Permit to Use is
                    actually issued and whose duration is equal to that of the
                    Deemed Issue Period.

          11.1.6    The Department's Agent may only refuse to issue the Permit
                    to Use if:

                    11.1.6.1  the New Road has not been completed to such extent
                              as to be suitable and safe for use by members of
                              the public without traffic management restrictions
                              (other than those necessary and permitted in
                              respect of the Construction Finishing Works);

                    11.1.6.2  there has been and continues to be material
                              non-compliance with the Design and Certification
                              Procedure;

                    11.1.6.3  satisfactory evidence of compliance with Clause
                              18.1.1.2 [Insurance Cover] has not been adduced;
                              or

                    11.1.6.4  the Relevant Date has not occurred.

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          11.1.7    In the event of service of a notice by the Department's
                    Agent under Clause 11.1.3.2 and following completion by the
                    DBFO Co of such further works or other measures necessary or
                    appropriate to remedy or remove the cause of the refusal to
                    issue the Permit to Use, the DBFO Co may give notice to the
                    Department's Agent that such further works have been
                    completed or measures taken and the Department's Agent shall
                    inspect such further works or measures within 5 Working Days
                    of such notice and the provisions of Clauses 11.1.2 to
                    11.1.6 (inclusive) and this Clause 11.1.7 shall thereafter
                    apply to such notice mutatis mutandis.

          11.1.8    The Department's Agent may not refuse to issue the Permit to
                    Use by reason only of all or any of the Construction
                    Finishing Works not having been completed prior to the Final
                    Inspection Commencement Date.

11.2      Completion Certificate

          11.2.1    Notwithstanding the issue of the Permit to Use in respect of
                    the New Road, the DBFO Co shall promptly complete all
                    outstanding Works, if any, as soon as practicable.

          11.2.2    Not later than 28 days prior to the date upon which the DBFO
                    Co expects the whole of the Works (other than any Excepted
                    Works) to be completed, the DBFO Co shall issue to the
                    Department's Agent a notice to that effect. Upon the DBFO Co
                    confirming completion as aforesaid, the Department's Agent
                    shall within 15 Working Days of receipt of such confirmation
                    commence an inspection of the Works.

          11.2.3    The Department's Agent shall within 10 Working Days of the
                    commencement of such inspection either:

                    11.2.3.1  issue the Completion Certificate; or

                    11.2.3.2  notify the DBFO Co in writing of his decision not
                              to issue the Completion Certificate and state the
                              reasons for such decision (which must be reasons
                              within Clause 11.2.4).

          11.2.4    The Department's Agent may only refuse to issue the
                    Completion Certificate if:

                    11.2.4.1  the Works (other than any Excepted Works) have not
                              been completed in all material respects in
                              accordance with the Construction Requirements and
                              the Communications Requirements; or

                    11.2.4.2  there has been and continues to be material
                              non-compliance with the Design and Certification
                              Procedure.

          11.2.5    In the event of service of a notice by the Department's
                    Agent under Clause 11.2.3.2 and following completion by the
                    DBFO Co of such further works or other measures necessary or
                    appropriate to remedy or remove the cause of the refusal to
                    issue the Completion Certificate, the DBFO Co may give
                    notice to the Department's Agent that such further works
                    have been completed or measures taken and the Department's
                    Agent shall inspect such further works or measures within 5
                    Working Days of such notice and the provisions of Clauses
                    11.2.3 and 11.2.4 and this Clause 11.2.5 shall thereafter
                    apply to such notice mutatis mutandis.

          11.2.6    The issue of the Completion Certificate shall be without
                    prejudice to:

                    11.2.6.1  the obligation of the DBFO Co to operate and
                              maintain the Project Facilities in accordance with
                              this Agreement;

                    11.2.6.2  any warranties given by the DBFO Co under this
                              Agreement;

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                    11.2.6.3  the obligation of the DBFO Co to complete all
                              Excepted Off-Site Works as soon as practicable
                              following the grant of access to the relevant
                              areas by the relevant highway authority for the
                              purpose of carrying out such Works; or

                    11.2.6.4  the obligation of the DBFO Co to complete all
                              Insulation Works in accordance with the
                              requirements of Part 6 of Schedule 4.

          11.2.7    In this Clause 11.2, "Excepted Off-Site Works" means
                    Off-Site Works which:

                    11.2.7.1  are required to be carried out on land or highways
                              in the control or ownership of a highway authority
                              other than the Secretary of State; and

                    11.2.7.2  have not been completed in all material respects
                              in accordance with the Construction Requirements
                              and the Communications Requirements at the time of
                              the inspection under Clause 11.2.2 solely by
                              reason of such highway authority not having given
                              access to the DBFO Co to such areas to carry out
                              such Off-Site Works (provided such failure to give
                              access is not attributable to any act, neglect or
                              default of the DBFO Co or any failure by the DBFO
                              Co to give reasonable prior notice to such highway
                              authority of the DBFO Co's requirement for such
                              access).

11.3      Local Facilities and De-Trunked Segments

          11.3.1    Not later than 28 days prior to the date upon which the DBFO
                    Co expects:

                    11.3.1.1  the works in respect of any Local Authority Road
                              will be completed in all material respects in
                              accordance with the Construction Requirements and,
                              without limitation thereto, completed to such
                              extent that such Local Authority Road shall be
                              suitable and safe for use by members of the
                              public; or

                    11.3.1.2  the works in respect of any other Local Facilities
                              will be completed in all material respects in
                              accordance with the Construction Requirements;

                    the DBFO Co shall issue a notice to that effect to the
                    Department's Agent. Upon the DBFO Co confirming that
                    completion as aforesaid has occurred then the Department's
                    Agent shall within 15 Working Days of receipt of such
                    confirmation commence an inspection of such Local
                    Facilities, and the DBFO Co shall not object to the
                    participation in such inspection of any Local Person to whom
                    such Local Facilities are intended to be handed over.

          11.3.2    The Department's Agent shall within 10 Working Days of the
                    commencement of such inspection either:

                    11.3.2.1  issue a Taking Over Certificate; or

                    11.3.2.2  notify the DBFO Co in writing of his decision not
                              to issue a Taking Over Certificate and state the
                              reasons for such decision (which must be reasons
                              within Clause 11.3.3).

          11.3.3    The Department's Agent may only refuse to issue a Taking
                    Over Certificate if:

                    11.3.3.1  in the case of a Local Authority Road, it has not
                              been completed in all material respects in
                              accordance with the Construction Requirements or
                              has not been completed to such extent as to be
                              suitable and safe for use by members of the
                              public;

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                    11.3.3.2  in the case of any Local Facilities other than a
                              Local Authority Road, they have not been completed
                              in all material respects in accordance with the
                              Construction Requirements; or

                    11.3.3.3  in the case of any Local Facilities there has been
                              and continues to be material non-compliance with
                              the Design and Certification Procedure.

          11.3.4    Upon the issue of a Taking Over Certificate in respect of
                    any Local Facilities or (if earlier or if no Works are to be
                    carried out in respect of a De-Trunked Segment) any
                    de-trunking order coming into effect in respect of any
                    De-Trunked Segment:

                    11.3.4.1  either the Secretary of State shall procure that
                              the relevant Local Person assumes responsibility
                              for the operation and maintenance (subject to
                              Clause 11.3.4.3) of such Local Facilities or
                              De-Trunked Segment or the Secretary of State shall
                              himself assume responsibility for the operation
                              and maintenance (subject to Clause 11.3.4.3) of
                              such Local Facilities or De-Trunked Segment;

                    11.3.4.2  subject to Clause 11.3.8, those parts of the Works
                              comprising such Local Facilities and those parts
                              of the Existing Road comprising any De-Trunked
                              Segment shall be excluded from the definition of
                              "Existing Road" or "Off-Site Facilities", as the
                              case may be, for all purposes of this Agreement
                              (save for the purpose of giving effect to the
                              provisions of this Clause 11.3); and

                    11.3.4.3  the DBFO Co shall execute all such work of
                              amendment, reconstruction, and remedying of
                              defects, shrinkages or other faults as the
                              Department's Agent may reasonably instruct the
                              DBFO Co to execute in order to bring or return the
                              relevant Local Facilities to the standard required
                              by the Construction Requirements, such instruction
                              to be issued either during the period of 52 weeks
                              following the date of issue of the Taking Over
                              Certificate or within 14 days after the expiration
                              of such period, as a result of an inspection made
                              by or on behalf of the Department's Agent prior to
                              its expiration.

          11.3.5    In the event of service of a notice by the Department's
                    Agent under Clause 11.3.2.2 and following completion by the
                    DBFO Co of such further works or other measures necessary or
                    appropriate to remedy or remove the cause of the refusal to
                    issue a Taking Over Certificate, the DBFO Co may give notice
                    to the Department's Agent that such further works have been
                    completed or measures taken. The Department's Agent shall
                    inspect such further works or measures within 5 Working Days
                    of such notice, and the DBFO Co shall not object to the
                    participation in such inspection of the relevant Local
                    Person. The provisions of Clauses 11.3.2 and 11.3.3 and this
                    Clause 11.3.5 shall thereafter apply to such notice mutatis
                    mutandis.

          11.3.6    For the avoidance of doubt, all work referred to in Clause
                    11.3.4.3 shall be executed by the DBFO Co at its own cost.

          11.3.7    If the relevant Local Person assumes the responsibility for
                    the operation and maintenance of the Local Facilities or
                    De-Trunked Segment in accordance with Clause 11.3.4.1, then
                    it shall be entitled to the benefit of any warranties by the
                    DBFO Co under this Agreement to the extent applicable to
                    such Local Facilities and to the benefit of the undertakings
                    by the DBFO Co under this Clause 11.3 to the extent
                    applicable to such Local Facilities or De-Trunked Segment.
                    The DBFO Co shall execute such further documents and do all
                    such other things as may be reasonably requested by the
                    Secretary of State for the purpose of confirming or giving
                    effect to the provisions of this Clause 11.3.7.

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          11.3.8    If the Secretary of State assumes responsibility for the
                    operation and maintenance of any Local Facilities or
                    De-Trunked Segment in accordance with Clause 11.3.4.1, then
                    he may at his option by notice to the DBFO Co require the
                    DBFO Co to continue the operation and maintenance of such
                    Local Facilities or De-Trunked Segment for such period as
                    may be specified in such notice. In such event:

                    11.3.8.1  the Secretary of State shall pay to the DBFO Co
                              such sum in respect of the operation and
                              maintenance of such Local Facilities or De-Trunked
                              Segment as may be agreed between the Secretary of
                              State and the DBFO Co or, in the absence of
                              agreement, as may be determined under the Disputes
                              Resolution Procedure to be reasonable in the
                              circumstances; and

                    11.3.8.2  such Local Facilities or De-Trunked Segment shall
                              continue to be included in the definition of
                              "Existing Road" or "Off-Site Facilities", as the
                              case may be, for all purposes of this Agreement
                              for the period specified in such notice.

          11.3.9    Subject to Clause 11.3.8, as soon as practicable following
                    the issue of a Taking Over Certificate, the DBFO Co shall
                    vacate the relevant part of the Adjacent Areas or Existing
                    Road and leave it clear and free from such debris,
                    construction materials, Construction Plant and the like as
                    shall arise from the execution of the Works in respect of
                    the relevant Local Facilities to the reasonable satisfaction
                    of the Department's Agent.

          11.3.10   Subject to Clause 11.3.8, as soon as practicable after a
                    de-trunking order comes into effect with respect to a
                    De-Trunked Segment in respect of which no Works are required
                    under the Construction Requirements, the DBFO Co shall
                    vacate the relevant De-Trunked Segment, leaving it in no
                    worse condition than when the DBFO Co first was given access
                    to or occupation of the relevant De-Trunked Segment.

11.4      Disputed Certificate

          11.4.1    If there shall be any Dispute as to whether the Permit to
                    Use, the Completion Certificate or a Taking Over Certificate
                    is required to be issued in accordance with the terms of
                    Clause 11.1, Clause 11.2 or Clause 11.3 respectively, then
                    either the Department's Agent or the DBFO Co may refer such
                    Dispute for resolution under the Disputes Resolution
                    Procedure.

          11.4.2    The issues for resolution in any such referral to the
                    Disputes Resolution Procedure shall be:

                    11.4.2.1  whether the Permit to Use, Completion Certificate
                              or Taking Over Certificate, as the case may be,
                              was required to be issued in accordance with the
                              terms of Clause 11.1, Clause 11.2 or Clause 11.3
                              respectively; and

                    11.4.2.2  if so, the date on which such Permit to Use,
                              Completion Certificate or Taking Over Certificate
                              should have been issued.

          11.4.3    The provisions of Part 5 of Schedule 12 [Compensation
                    Events] shall, if applicable, be given effect.

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12.       OPERATION AND MAINTENANCE

12. 1     Operation and Maintenance

          Subject to the last sentence of Clause 9.1:

          12.1.1    Save to the extent that it is prohibited from so doing by
                    reason of a breach by the Secretary of State of his
                    obligations under Clause 8.1 [Access for DBFO Co], from the
                    Commencement Date or such later date or dates as are
                    specified in Clause 7.3 and thereafter throughout the
                    Contract Period the DBFO Co shall operate and maintain the
                    Project Facilities (other than the New Road (but excluding
                    from the definition of New Road any Upgraded Section)) in
                    accordance with the terms of this Agreement (including
                    without limitation the O&M Requirements) and in such manner
                    as to procure satisfaction of the Core O&M Requirements.

          12.1.2    Save to the extent that it is prohibited from so doing by
                    reason of a breach by the Secretary of State of his
                    obligations under Clause 8.1 [Access for DBFO Co], from the
                    date of issue of the Permit to Use in respect of the New
                    Road and thereafter throughout the Contract Period, the DBFO
                    Co shall operate and maintain the New Road in accordance
                    with the terms of this Agreement (including without
                    limitation the O&M Requirements) and in such a manner as to
                    procure satisfaction of the Core O&M Requirements.

12.2      O&M Requirements

          12.2.1    The DBFO Co may at any time hereafter submit to the
                    Department's Representative in accordance with the Review
                    Procedure any proposed revision to or substitution for the
                    O&M Requirements or the Communications Requirements so far
                    as they relate to operation and maintenance of the DBFO Co's
                    Systems (as defined in Schedule 17) (as set out in Part 2 of
                    Schedule 6 or Schedule 17 or as previously varied in
                    accordance with this Clause 12.2) or any part thereof. If
                    there shall be no objection to such proposed revision or
                    substitution (on the grounds set out in paragraph 3.6 of
                    Part 3 of Schedule 7), then the O&M Requirements or the
                    Communications Requirements (as the case may be) as so
                    varied shall be the O&M Requirements or the Communications
                    Requirements (as the case may be) for purposes of this
                    Agreement, subject to any further revision or substitution
                    to which there has been no objection in accordance with the
                    Review Procedure.

          12.2.2    Without limitation to Clause 12.2.1, within 90 days of issue
                    of the Permit to Use in respect of the New Road, the DBFO Co
                    shall prepare and submit to the Department's Representative
                    in accordance with the Review Procedure a revision of the
                    then existing O&M Requirements containing such revisions as
                    necessary to provide for the operation and maintenance of
                    the entire Project Road, including the New Road

12.3      Inspections

          12.3.1    The DBFO Co shall give the Department's Representative
                    timely notice of any general or principal inspection or any
                    other inspection of structures to be conducted in accordance
                    with the O&M Requirements.

          12.3.2    The Department's Representative shall be entitled to attend
                    any inspection of the Project Facilities (whether or not it
                    is entitled to receive or has received notice thereof in
                    accordance with Clause 12.3.1) upon giving reasonable notice
                    to the DBFO Co.

12.4      Access

          12.4.1    The DBFO Co shall procure that:

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                    12.4.1.1  the Department's Nominee and any designee of the
                              Department's Nominee has unrestricted access to
                              the Site and the Adjacent Areas at all reasonable
                              times throughout the Contract Period in order to
                              perform its functions under this Agreement; and

                    12.4.1.2  the Secretary of State and any contractor or other
                              designee of the Secretary of State has
                              unrestricted access to the Site and the Adjacent
                              Areas at all reasonable times throughout the
                              Contract Period in order:

                              12.4.1.2.1  to perform any obligations or exercise
                                          any rights of the Secretary of State
                                          under this Agreement, or

                              12.4.1.2.2  to fulfill any statutory functions of
                                          the Secretary of State, or

                              12.4.1.2.3  without limitation to Clauses
                                          12.4.1.2.1 and 12.4.1.2.2, to conduct
                                          any study or trial for purposes of
                                          research initiated by the Secretary of
                                          State;

                              provided that any such action shall be conducted
                              in such manner as to minimise any adverse effect
                              on traffic flows on the Project Road and no such
                              action shall, without the consent of the DBFO Co
                              (such consent not to be unreasonably withheld or
                              delayed), substantially affect the physical
                              integrity of the Project Facilities at all (in the
                              case of any such action pursuant to Clause
                              12.4.1.2.3) or (in the case of any such action
                              pursuant to Clause 12.4.1.2.1 or Clause
                              12.4.1.2.2) beyond the extent reasonably necessary
                              to perform the obligations, exercise the rights or
                              fulfill the statutory functions of the Secretary
                              of State; provided further that no such action
                              shall be deemed to have substantially affected the
                              physical integrity of the Project Facilities if
                              appropriate remedial measures are taken following
                              the completion of such action to leave the Project
                              Facilities substantially in the condition they
                              were in prior to such action.

          12.4.2    The DBFO Co shall procure that all Relevant Authorities have
                    access to the Site and the Adjacent Areas throughout the
                    Contract Period in order to carry out any work (including
                    without limitation surveys and inspections) in accordance
                    with any Statutory Requirement or any right of such Relevant
                    Authority under any Law, subject, other than in the case of
                    an emergency, to reasonable notice being given. Whenever
                    consistent with the requirements of the Relevant Authority
                    in carrying out such work, such access may be limited so as
                    not unnecessarily to impede or restrict traffic flows or any
                    works being carried out by the DBFO Co.

          12.4.3    The Secretary of State shall procure that the DBFO Co (or
                    the Contractor) has access to the Connecting Roads at all
                    times throughout the Contract Period to the extent necessary
                    to enable the DBFO Co to perform its obligations under this
                    Agreement, subject, other than in the case of emergency, to
                    reasonable notice being given.

12.5      Emergencies and Liaison

          12.5.1    As soon as practicable after the date hereof the Parties
                    shall develop Liaison Procedures in accordance with the
                    provisions of Parts 1 and 2 of Schedule 16.

          12.5.2    Notwithstanding any other provision of this Agreement, the
                    DBFO Co shall and shall be entitled to take (at its own
                    cost) such steps as necessary in an emergency for the
                    protection of the public, but subject to the provisions of
                    the Liaison Procedures.

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12.6      Maintenance and Other Works

          The provisions of Clause 9 and paragraphs 3.4, 3.13, 4 and 7 of Part 3
          of Schedule 7 shall apply, mutatis mutandis, to any works the subject
          of a Proposal other than the Works and other than any works in
          relation to any Improvement, with any reference therein to:

          12.6.1    the Works being deemed a reference to such works the subject
                    of the Proposal;

          12.6.2    the Department's Agent being deemed a reference to the
                    Department's Representative;

          12.6.3    a DBFO Co's Works Change being deemed a reference to an
                    Alternative Proposal;

          12.6.4    a DBFO Co's Works Change Certificate being deemed a
                    reference to an Alternative Proposal Certificate;

          12.6.5    a Department's Works Change being deemed a reference to a
                    Department's Change in Specification; and

          12.6.6    a Works Change being deemed a reference to an Alternative
                    Proposal or a Department's Change in Specification, as the
                    case may be.

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13.       TRAFFIC MANAGEMENT

          13.1      Traffic Management

                    13.1.1    Subject to Clauses 13.1.3 and 13.2, general
                              management of traffic on the Project Road shall be
                              the responsibility of the DBFO Co.

                    13.1.2    Users of the Project Road shall be subject to the
                              same Laws as those using the remainder of the
                              public highway network, and the enforcement of
                              those Laws shall be the responsibility of the
                              police.

                    13.1.3    Control of any network control system applicable
                              to the Project Road (including without limitation
                              any system of variable message signs) shall be in
                              the absolute control of the police or (where they
                              fail or refuse to exercise such control) the
                              Secretary of State, or such other person as may be
                              appointed by the Secretary of State from time to
                              time to carry out that function.

13.2      Liaison

          The DBFO Co shall be responsible during the conduct of the Operations
          for ensuring compliance with the reasonable requirements of the
          Secretary of State in respect of then existing highways (other than
          the Project Road) for which he is the highway authority, of other
          highway authorities and of the police with regard to the management of
          traffic which may be affected by the carrying out of the Operations,
          all in accordance with the Liaison Procedures.

13.3      Lane Closures

          13.3.1    Within 90 days after the date of execution of this Agreement
                    the DBFO Co shall submit to the Department's Representative
                    in accordance with the Review Procedure a Schedule of Lane
                    Closures in respect of the Project Road for the First
                    Contract Year and the next succeeding Contract Year. Not
                    later than 1st January in each Contract Year after the First
                    Contract Year the DBFO Co shall submit to the Department's
                    Representative in accordance with the Review Procedure a
                    Schedule of Lane Closures in respect of the Project Road for
                    the next succeeding Contract Year. Any such Schedule of Lane
                    Closures shall give details of the proposed start and end
                    dates for each period of Lane Closure and the works to be
                    carried out.

          13.3.2    Not later than 60 days prior to the commencement of any
                    Quarter, the DBFO Co may submit to the Department's
                    Representative in accordance with the Review Procedure a
                    revision of the Schedule of Lane Closures submitted pursuant
                    to Clause 13.3.1 showing proposed revisions to the periods
                    of Lane Closure in respect of such Quarter. If there is no
                    objection to any such revision in accordance with the Review
                    Procedure, then it shall replace the annual Schedule of Lane
                    Closures in respect of such Quarter.

          13.3.3    The Department's Representative may raise comments in
                    respect of any period of Lane Closure requested in a
                    Schedule of Lane Closures submitted by the DBFO Co pursuant
                    to Clause 13.3.1 or Clause 13.3.2 in accordance with
                    paragraph 3.7 of Part 3 of Schedule 7. In such event, the
                    Department's Representative shall notify the DBFO Co thereof
                    with reasons and shall indicate, in the case of an objection
                    pursuant to paragraph 3.7.3 or 3.7.4 of Part 3 of Schedule
                    7, an appropriate duration for such Lane Closure and in any
                    other case a period when the unacceptable period can be
                    re-scheduled, on the basis that each such re-scheduled
                    period shall be as close as reasonably practicable to the
                    requested period of Lane Closure and of equal duration or,
                    if the DBFO Co has indicated another period and/or duration
                    that would be preferable to it and that is acceptable to the
                    Department's Representative, such other period and/or
                    duration. The DBFO Co shall thereupon amend the relevant
                    Schedule of Lane

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                    Closures accordingly and re-submit the same to the
                    Department's Representative in accordance with the Review
                    Procedure.

          13.3.4    The DBFO Co shall not effect any Lane Closures save:

                    13.3.4.1  in accordance with a Schedule of Lane Closures to
                              which no objection has been made under the Review
                              Procedure;

                    13.3.4.2  in accordance with the procedures set out in
                              Clause 13.3.6;

                    13.3.4.3  in an emergency, in accordance with Clause 13.3.7;
                              or

                    13.3.4.4  for Type C lane closures (as defined in Section 6
                              of Chapter 8 of the Traffic Signs Manual).

                    The DBFO Co shall not effect any Lane Closure without first
                    obtaining any order in respect of such Lane Closure
                    necessary under any Law.

          13.3.5    Notwithstanding that there has been no objection to a
                    Schedule of Lane Closures in accordance with the Review
                    Procedure, the Department's Representative may upon 90 days
                    prior written notice require the DBFO Co to re-schedule a
                    period of Lane Closure if due to a change in any
                    circumstances such re-scheduling is necessary to satisfy the
                    standards set out in paragraph 3.7.1 or 3.7.2 of Part 3 of
                    Schedule 7, provided, however, that the Department's
                    Representative may not require:

                    13.3.5.1  that such period of Lane Closure be brought
                              forward by more than 60 days from the scheduled
                              date of commencement of such period of Lane
                              Closure; or

                    13.3.5.2  that a period of Lane Closure be deferred by more
                              than 60 days from the scheduled date of
                              commencement of such period of Lane Closure.

          13.3.6    If the need arises for unprogrammed maintenance or repair
                    works (not being an emergency) requiring Lane Closures
                    otherwise than in accordance with an approved Schedule of
                    Lane Closures, the DBFO Co shall advise the Department's
                    Representative of such need and request approval of the
                    proposed commencement date and estimated duration of the
                    requisite Lane Closures. The Department's Representative's
                    approval of such works shall not be unreasonably withheld or
                    delayed, having regard to the factors set out in paragraph
                    3.7 of Part 3 of Schedule 7.

          13.3.7    If as a result of an emergency the need arises for
                    unprogrammed maintenance or repair works requiring Lane
                    Closures otherwise than in accordance with an approved
                    Schedule of Lane Closures, the DBFO Co may effect such Lane
                    Closures, provided that the DBFO Co shall as soon as
                    reasonably practicable advise the Department's
                    Representative of such closure and the reasons therefor and
                    shall take all reasonable steps to minimise the duration of
                    such Lane Closure.

          13.3.8    In the event of an emergency occurring on a Connecting Road,
                    at the request of the Department's Representative the DBFO
                    Co shall as far as is reasonably practicable temporarily
                    remove or modify any existing Lane Closures and delay any
                    proposed Lane Closures under any Schedule of Lane Closures
                    to which there has been no objection under the Review
                    Procedure which in either such case conflict with any lane
                    closures or other arrangements implemented to deal with the
                    emergency.

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          13.3.9    Notwithstanding any other provision of this Clause 13.3, the
                    DBFO Co shall not effect any Lane Closure on the Existing
                    Road on any day on which a fixture relating to the 1996
                    European Football Championships is scheduled to take place
                    at any of the following stadia:

                    13.3.9.1  Old Trafford (Manchester);

                    13.3.9.2  Elland Road (Leeds);

                    13.3.9.3  St James' Park (Newcastle);

                    13.3.9.4  Anfield (Liverpool); and

                    13.3.9.5  Hillsborough (Sheffield).

          13.3.10   The DBFO Co shall promptly remove traffic cones which are no
                    longer required.

13.4      Information Requirements

          13.4.1    The DBFO Co shall provide to the Secretary of State such
                    information (including without limitation details of
                    proposed Lane Closures and information about its traffic
                    safety and management measures on the Project Road) as may
                    be required for purposes of any public information service
                    operated by or on behalf of the Secretary of State
                    (including without limitation the National Lane Closure
                    Bulletin and the Cones Hotline or any facility replacing the
                    same) from time to time. Such information shall contain such
                    details, be in such format and be sent to such address at
                    such times as may be notified to the DBFO Co by the
                    Secretary of State from time to time.

          13.4.2    The DBFO Co shall operate a telephone service 24 hours per
                    day to:

                    13.4.2.1  provide relevant information to callers about the
                              DBFO Co's traffic safety and management measures
                              on the Project Road and existing and planned Lane
                              Closures; and

                    13.4.2.2  to receive any complaints in respect of the
                              Project Road.

13.5      Secretary of State's Maintenance

          13.5.1    Without prejudice to Clause 13.3.8, the Secretary of State
                    shall use reasonable endeavours to co-ordinate his
                    maintenance programme for the Connecting Roads with any
                    Schedule of Lane Closures in respect of the Project Road to
                    which there has been no objection under the Review
                    Procedure, so as to minimise any disruption to the operation
                    of the Project Road.

          13.5.2    Within 90 days after the date of execution of this Agreement
                    the Department's Representative shall provide to the DBFO Co
                    a Schedule of Lane Closures in respect of the Connecting
                    Roads for the First Contract Year and the next succeeding
                    Contract Year. Not later than 1st February in each Contract
                    Year after the First Contract Year the Department's
                    Representative shall provide to the DBFO Co a Schedule of
                    Lane Closures in respect of the Connecting Roads for the
                    next succeeding Contract Year.

          13.5.3    Other than in the case of emergency, the Department's
                    Representative shall give prompt notice to the DBFO Co of
                    any revisions to the Schedule of Lane Closures provided to
                    the DBFO Co pursuant to Clause 13.5.2.

          13.5.4    The Schedule of Lane Closures provided to the DBFO Co
                    pursuant to Clause 13.5.2 and any revisions thereto provided
                    pursuant to Clause 13.5.3 shall be for information purposes
                    only.

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                    The Secretary of State shall have no liability to the DBFO
                    Co in respect of any variations of or departures from any
                    such Schedule of Lane Closures.

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14.       SIGNING AND COMMUNICATIONS

14.1      Traffic Signs Provisions

          The DBFO Co shall procure that all Traffic Signs on or near the
          Project Road shall be in accordance with the Traffic Signs Provisions
          and the Traffic Signs Manual, except:

          14.1.1    to the extent required by any contrary provision in the
                    Technical Requirements;

          14.1.2    to the extent required by any Department's Change in
                    Specification; and

          14.1.3    for any Traffic Signs on the Project Road on the
                    Commencement Date, provided that any such Traffic Signs
                    which under the Traffic Signs Provisions are required by a
                    specified time to be replaced by signs of a different design
                    or removed shall be so replaced or removed.

14.2      New Signs

          Save to the extent that any of the same are specified by the Technical
          Requirements or any Department's Change in Specification and
          notwithstanding and without prejudice to any obligation to obtain any
          necessary authorisations in accordance with the Traffic Signs
          Provisions in respect thereof, the DBFO Co shall submit the proposed
          layout, location, type, size, colour and content of all Traffic Signs
          or other signs (including without limitation the signs referred to in
          Clause 14.5) to be located on or near the Project Road to the
          Department's Nominee in accordance with the Review Procedure. The
          Department's Nominee shall be entitled to raise comments on any such
          proposal only on the grounds set out in paragraph 3.8 of Part 3 of
          Schedule 7.

14.3      Local Roads

          Signing on roads for which the Secretary of State is not the highway
          authority shall be subject to agreement between the DBFO Co and the
          relevant local highway authority.

14.4      Directional Signs

          The Secretary of State shall, at his own cost, install on motorways or
          trunk roads for which the Secretary of State is the highway authority
          (other than the Project Road) such signs notifying motorists of the
          access to the Project Road as shall be necessary in accordance with
          the Secretary of State's duties as highway authority. Without
          limitation to the foregoing, the Secretary of State will install and,
          for a period not exceeding eighteen months from the date of issue of
          the Permit to Use, maintain at each location specified in Part 1 of
          Schedule 20 a traffic sign (a "DBFO Co Traffic Sign"), provided that:

          14.4.1    the DBFO Co shall bear and indemnify the Secretary of State
                    in respect of all costs and expenses incurred by the
                    Secretary of State relating to the manufacture or purchase
                    of all DBFO Co Traffic Signs and all costs and expenses
                    incurred by the Secretary of State in connection with their
                    installation and maintenance;

          14.4.2    the legends appearing on the DBFO Co Traffic Signs shall be
                    those set out in Part 2 of Schedule 20 or as otherwise
                    approved in advance by the Secretary of State; and

          14.4.3    the Secretary of State's obligations in respect of DBFO Co
                    Traffic Signs shall be subject always to any conflicting
                    requirements arising as a result of the Secretary of State's
                    duties as highways authority.

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14.5      Notification Signs

          The DBFO Co shall install on the Project Road at distances not further
          than l kilometre from each access to or exit from the Project Road
          signs notifying the Users that the DBFO Co is responsible for the
          maintenance and operation of the Project Road and giving a single
          readily assimilable telephone number (not being chargeable at premium
          rates) for enquiries and complaints in respect of the Project Road.

14.6      Additional Signs

          For the avoidance of doubt, the Secretary of State may require the
          DBFO Co to place Traffic Signs (other than those required in
          accordance with the Technical Requirements or Clauses 14.4 and 14.5)
          on or near the Project Road or to remove any such Traffic Signs. Where
          the Secretary of State does so require, then prior to the issue of the
          Permit to Use in respect of signs to be placed on or near or removed
          from the New Road such requirement shall be treated as a Department's
          Works Change and otherwise it shall be treated as a Department's
          Change in Specification.

14.7      Removal of Signs

          The DBFO Co shall, at its own cost, remove all signs referred to in
          Clause 14.5 within 30 days following termination of this Agreement.

14.8      Communications

          14.8.1    The DBFO Co shall comply with the Communications
                    Requirements.

          14.8.2    The DBFO Co shall obtain in a timely manner and maintain in
                    force any licence or consent required under the
                    Telecommunications Act 1984 in order to perform its
                    obligations under this Agreement.

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15.       LATENT DEFECTS IN EXISTING ROAD

15.1      Latent Defects

          15.1.1    For the purposes of this Agreement, the term "Latent Defect"
                    shall mean any defect in the Existing Road at the date
                    hereof which could not reasonably have been ascertained by a
                    competent person acting in accordance with Good Industry
                    Practice during the inspection referred to in Clause 6.1 or
                    from an analysis of all relevant information available to
                    the DBFO Co prior to the date of execution of this Agreement
                    (including without limitation the information referred to in
                    Clause 34.2.1).

          15.1.2    Without limitation to Clause 15.1.1, the DBFO Co
                    acknowledges that:

                    15.1.2.1  it is aware of the defects which are identified in
                              Part 4 of Schedule 3 and that no such defects
                              shall constitute a Latent Defect; and

                    15.1.2.2  the list included in Part 4 of Schedule 3 is not
                              intended as an exhaustive list of those matters
                              which do not constitute Latent Defects.

15.2      Discovery of Defects

          In the event that a Latent Defect in the Existing Road shall become
          apparent, the DBFO Co shall promptly give notice to the Secretary of
          State identifying such defect. If the Secretary of State gives notice
          to the DBFO Co that he believes such defect ought reasonably to be
          remedied or rectified during the Contract Period, the Parties shall
          endeavour to agree the required remedial action to be taken to enable
          the Existing Road to be returned to a standard complying with the O&M
          Requirements and as would enable the DBFO Co at the end of the
          Contract Period to satisfy the requirements of Clause 17.1 [Handback
          Requirements] on the assumption that the DBFO Co complied with its
          obligations as to operation and maintenance of the Existing Road under
          this Agreement, and in default of agreement the Dispute shall be
          referred to the Disputes Resolution Procedure.

15.3      Remedial Action

          The DBFO Co shall be responsible for the execution of the remedial
          works agreed or determined under Clause 15.2.

15.4      Costs of Latent Defects

          15.4.1    Without prejudice to Clause 15.4.3, the costs of and
                    associated with execution of the remedial works agreed or
                    determined under Clause 15.2 shall be borne by the DBFO Co.

          15.4.2    For the avoidance of doubt, the Secretary of State shall
                    have no liability to the DBFO Co in respect of any loss of
                    profit, loss of income, loss of contract or any other losses
                    arising out of or in connection with the existence of a
                    Latent Defect in the Existing Road and the execution of the
                    remedial works.

          15.4.3    The following provisions of this Clause 15.4.3 shall apply
                    in relation to the imposition of Lane Closure Charges in
                    respect of any Lane Closures on the Existing Road as a
                    result of the carrying out of the remedial works agreed or
                    determined under Clause 15.2 ("Relevant Remedial Works"):

                    15.4.3.1  the Parties shall seek to agree upon a schedule of
                              necessary lane closures (each a "Permitted
                              Closure") in respect of each relevant section of
                              the Existing Road in respect of the Relevant
                              Remedial Works prior to their commencement;

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                    15.4.3.2  if the Parties shall fail to agree upon any
                              Permitted Closure within 45 days after the date on
                              which the Relevant Remedial Works are agreed or
                              determined under Clause 15.2, the Dispute may be
                              referred by either Party to the Disputes
                              Resolution Procedure;

                    15.4.3.3  to the extent that any actual Lane Closure on a
                              particular section of the Existing Road exceeds
                              the Permitted Closure for that section (whether as
                              to the number of lanes, duration or otherwise),
                              Lane Closure Charges will be payable by the DBFO
                              Co in respect of that excess in accordance with
                              Part 3 of Schedule 9 (other than as solely
                              applicable to Construction Period LCCs), provided
                              that, to the extent that any such Lane Closure on
                              a particular section of the Existing Road
                              occurring during the Construction Period exceeds
                              the Permitted Closure for that section (whether as
                              to the number of lanes, duration or otherwise),
                              Lane Closure Charges will be payable by the DBFO
                              Co in respect of that excess in accordance with
                              Part 3 of Schedule 9 as it relates to Construction
                              Period LCCs.

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16.       FOSSILS AND ANTIQUITIES

16.1      Archaeological Works

          16.1.1    The DBFO Co shall procure that the Archaeologist has
                    unrestricted access to the Site and the Adjacent Areas at
                    all reasonable times prior to the issue of the Completion
                    Certificate and, without limitation to Clause 16.3, shall
                    give due regard to any recommendation of the Archaeologist
                    in regard to any archaeological surveys or inspections of
                    the Site or the Adjacent Areas.

          16.1.2    The DBFO Co shall undertake archaeological works on the Site
                    and Adjacent Areas in accordance with the Construction
                    Requirements (in particular as set out in Annex 14 to Part 2
                    of Schedule 4).

16.2      Ownership

          As between the Secretary of State and the DBFO Co, all Fossils and
          Antiquities shall be the property of the Secretary of State.

16.3      Disposal

          The DBFO Co shall take all reasonable precautions to prevent the
          removal or damage of any such Fossils and Antiquities. It shall
          immediately inform the Department's Nominee of the discovery of any
          such Fossils and Antiquities and shall (at the expense of the
          Secretary of State) carry out any orders of the Department's Nominee
          regarding the examination and disposal of the same.

16.4      Costs

          If there will be a delay in or increase in the cost of the execution
          of the Works or the conduct of the Operations as a consequence of
          compliance with Clause 16.3, the Department's Nominee shall request a
          Department's Works Change pursuant to Part 2 of Schedule 12 or, as
          appropriate, a Department's Change in Specification pursuant to Part 3
          of Schedule 12; provided that if the Department's Nominee does not
          make such a request within 28 days after the issuance of any order
          under Clause 16.3 then the DBFO Co may give a notice to the
          Department's Nominee reflecting the terms of such order and such
          notice shall be treated as a notice of a Department's Works Change
          pursuant to Part 2 of Schedule 12 or, as appropriate, a Department's
          Change in Specification pursuant to Part 3 of Schedule 12, provided
          that the DBFO Co shall not be entitled to make any objection in
          respect of such notice pursuant to paragraph 2.1 of Part 2 of Schedule
          12 or paragraph 2.1.1 of Part 3 of Schedule 12. Save as agreed or
          determined in accordance with Clause 10.6 or Part 2 or Part 3 of
          Schedule 12, no extensions of time will be granted nor increases in
          costs allowed as a consequence of compliance with Clause 16.3.

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17.       HANDBACK

17.1      Handback Requirements

          Upon the date of expiry of this Agreement in accordance with the
          provisions of Clause 38.2 [Expiry of Term] (the "Expiry Date"), each
          element of the Project Facilities shall comply with the Handback
          Requirements (but without prejudice, in the case of the Maintenance
          Depot, to the terms of the Lease).

17.2      Initial Inspection

          17.2.1    Not less than 57 months nor more than 63 months prior to the
                    expected Expiry Date, the DBFO Co and the Department's
                    Representative shall conduct a joint inspection (the
                    "Initial Inspection") of the pavement of the Project Road
                    and all Structures forming part of the Project Road.

          17.2.2    Such inspection shall comply with the requirements set out
                    in paragraph 2 of Part 4 of Schedule 4.

17.3      Renewal Programme

          17.3.1    Within 90 days after the completion of the Initial
                    Inspection, the DBFO Co shall provide to the Department's
                    Representative a report on the condition of the pavement of
                    the Project Road and the Structures referred to in Clause
                    17.2.1 and a notice setting out:

                    17.3.1.1  the DBFO Co's proposals as to the Maintenance
                              Works or other works of renewal, reconstruction,
                              repair or reinstatement (the "Renewal Works")
                              required to be carried out in respect of the
                              pavement and such Structures in order to procure
                              that they will, on the Expiry Date, satisfy the
                              Handback Requirements;

                    17.3.1.2  the DBFO Co's proposals as to the programme (the
                              "Renewal Programme") for the carrying out of the
                              Renewal Works over the remainder of the Contract
                              Period; and

                    17.3.1.3  the DBFO Co's estimate of the cost of carrying out
                              the Renewal Works (the amount of such cost agreed
                              or determined in accordance with this Clause 17
                              being the "Renewal Amount").

          17.3.2    The proposals referred to in Clause 17.3.1.1 shall be made,
                    inter alia:

                    17.3.2.1  on the basis of an assessment of the Residual Life
                              of the relevant element of the Project Facilities
                              in accordance with the provisions of paragraph 2
                              of Part 4 of Schedule 4; and

                    17.3.2.2  on the assumption that the Project Facilities will
                              be maintained in accordance with the O&M
                              Requirements for the remainder of the Contract
                              Period.

          17.3.3    The Department's Representative may, within 90 days after
                    receipt of the notice from the DBFO Co in accordance with
                    Clause 17.3.1, by notice to the DBFO Co object to the
                    proposals in respect of any or all of the Renewal Works, the
                    Renewal Programme and the Renewal Amount as set out in the
                    DBFO Co's notice. The notice from the Department's
                    Representative shall give details of the grounds for such
                    objection and shall give the Department's Representative's
                    proposals in respect of the Renewal Works and Renewal
                    Programme and its estimate of the Renewal Amount.

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          17.3.4    If no agreement is reached between the DBFO Co and the
                    Department's Representative as to any matter referred to in
                    the notice given in accordance with Clause 17.3.3 within 60
                    days, then either the DBFO Co or the Department's
                    Representative may refer the matter to the Disputes
                    Resolution Procedure for determination:

                    17.3.4.1  in the case of an objection in respect of the
                              Renewal Works, whether or not the objection is
                              justified and whether any alternative proposals by
                              the Department's Representative are more
                              appropriate to ensure that the pavement of the
                              Project Road and the relevant Structures will
                              satisfy the Handback Requirements on the Expiry
                              Date (on the basis referred to in Clause 17.3.2);

                    17.3.4.2  in the case of an objection in respect of the
                              Renewal Programme, what programme would be
                              reasonable for the implementation of the Renewal
                              Works; and

                    17.3.4.3  in the case of an objection in respect of the
                              Renewal Amount, what amount would represent the
                              reasonable cost of carrying out the Renewal Works,
                              on the assumption that such Renewal Works will be
                              carried out in accordance with Good Industry
                              Practice.

          17.3.5    Upon agreement or determination in accordance with the
                    Disputes Resolution Procedure of the Renewal Works and the
                    Renewal Programme, the DBFO Co shall procure that the
                    Renewal Works are carried out in accordance with the Renewal
                    Programme. For the avoidance of doubt, the DBFO Co shall
                    procure at its own cost that the Renewal Works are carried
                    out notwithstanding that the actual cost of the Renewal
                    Works may be higher than the Renewal Amount.

          17.3.6    For the avoidance of doubt, neither the agreement of the
                    Department's Representative to any Renewal Works, Renewal
                    Programme or Renewal Amount, nor the participation of the
                    Department's Representative in any inspection under this
                    Clause 17, nor the complete or partial carrying out of the
                    Renewal Works shall relieve or absolve the DBFO Co from:

          17.3.6.1  its obligation under Clause 17.1; or

          17.3.6.2  any obligation to conduct any other inspection or perform
                    any other works in accordance with the O&M Requirements.

17.4      Second Inspection

          17.4.1    Not less than 15 months nor more than 18 months prior to the
                    expected Expiry Date, the DBFO Co and the Department's
                    Representative shall conduct a joint inspection (the "Second
                    Inspection") of all elements of the Project Facilities,
                    including without limitation the pavement and the Structures
                    referred to in Clause 17.2.1 (whether or not the Renewal
                    Works in respect of the pavement and such Structures have
                    been carried out).

          17.4.2    Such inspection shall comply with the requirements set out
                    in paragraph 2 of Part 4 of Schedule 4 as applicable to each
                    element of the Project Facilities.

17.5      Revised Renewal Programme

          17.5.1    Within 60 days after the completion of the Second
                    Inspection, the DBFO Co shall provide to the Department's
                    Representative a report on the condition of the Project
                    Facilities and a notice setting out:

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                    17.5.1.1  the DBFO Co's proposals as to any revisions or
                              additions to the Renewal Works (including without
                              limitation those referred to in Clause 17.5.6)
                              required in order to procure that all elements of
                              the Project Facilities will, on the Expiry Date,
                              satisfy the Handback Requirements;

                    17.5.1.2  the DBFO Co's proposals as to any revisions to the
                              Renewal Programme as a consequence of such
                              revisions or additions to the Renewal Works; and

                    17.5.1.3  the DBFO Co's estimate of any changes in the
                              Renewal Amount as a consequence of such revisions
                              or additions to the Renewal Works.

          17.5.2    The proposals referred to in Clause 17.5.1.1 shall be made,
                    inter alia, on the basis set out in Clause 17.3.2.

          17.5.3    The Department's Representative may, within 28 days after
                    receipt of the notice from the DBFO Co in accordance with
                    Clause 17.5.1, by notice to the DBFO Co object to any
                    proposed revisions or additions to any or all of the Renewal
                    Works, the Renewal Programme and the Renewal Amount as set
                    out in the DBFO Co's notice. The notice from the
                    Department's Representative shall give details of the
                    grounds for such objection and shall give the Department's
                    Representative's proposals in respect of such matters.

          17.5.4    If no agreement is reached between the DBFO Co and the
                    Department's Representative as to any matter referred to in
                    the notice given in accordance with Clause 17.5.3 within 28
                    days, then either the DBFO Co or the Department's
                    Representative may refer the matter to the Disputes
                    Resolution Procedure for determination:

                    17.5.4.1  in the case of an objection in respect of any
                              revisions or additions to the Renewal Works,
                              whether or not the objection is justified and
                              whether any alternative proposals by the
                              Department's Representative are more appropriate
                              to ensure that each element of the Project
                              Facilities will satisfy the Handback Requirements
                              on the Expiry Date (on the basis referred to in
                              Clause 17.3.2);

                    17.5.4.2  in the case of an objection in respect of any
                              revisions to the Renewal Programme, what programme
                              would be reasonable for the implementation of the
                              Renewal Works (as revised or added to in
                              accordance with the provisions of this Clause
                              17.5); and

                    17.5.4.3  in the case of an objection in respect of any
                              change in the Renewal Amount, what amount would
                              represent the reasonable cost of carrying out the
                              Renewal Works (as revised or added to in
                              accordance with the provisions of this Clause
                              17.5).

          17.5.5    Upon agreement or determination in accordance with the
                    Disputes Resolution Procedure of any revision or addition to
                    the Renewal Works or the Renewal Programme, the DBFO Co
                    shall procure that the Renewal Works (as so revised or added
                    to) are carried out in accordance with the Renewal Programme
                    (as so revised). For the avoidance of doubt, the DBFO Co
                    shall procure at its own cost that the Renewal Works (as so
                    revised or added to) are carried out notwithstanding that
                    the actual cost of the Renewal Works may be higher than the
                    Renewal Amount (as changed in accordance with this Clause
                    17.5).

          17.5.6    The Renewal Works proposed pursuant to Clause 17.5.1.1 shall
                    include the following:

                    17.5.6.1  the renewal of all reflecting road studs on the
                              Project Facilities within the last 6 months of the
                              Contract Period, provided that metal housings
                              having a Residual Life of at least 5 years at the
                              Expiry Date need not be renewed; and

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                    17.5.6.2  the renewal of all lamps on the Project Facilities
                              within the last 6 months of the Contract Period.

17.6      Handback Inspection

          17.6.1    Not later than 28 days after the Expiry Date, the DBFO Co
                    and the Department's Representative shall conduct a joint
                    inspection of the Project Facilities (the "Handback
                    Inspection"). Such inspection shall comply with the
                    requirements set out in paragraph 2 of Part 4 of Schedule 4
                    as applicable to each element of the Project Facilities.

          17.6.2    Within 90 days after the completion of the Handback
                    Inspection, the Department's Representative shall either:

                    17.6.2.1  issue to the DBFO Co a Handback Certificate; or

                    17.6.2.2  notify the DBFO Co in writing of its decision not
                              to issue the Handback Certificate and state the
                              reason for such decision (being a reason within
                              Clause 17.6.3).

          17.6.3    The Department's Representative may only refuse to issue the
                    Handback Certificate if.

                    17.6.3.1  the DBFO Co shall have failed to complete all of
                              the Renewal Works; or

                    17.6.3.2  the Project Facilities for any other reason do not
                              comply with the Handback Requirements in all
                              respects (otherwise than by virtue of an event
                              occurring after the Expiry Date).

          17.6.4    Any notice given by the Department's Representative in
                    accordance with Clause 17.6.2.2 shall set out each respect
                    in which the Renewal Works have not been completed or the
                    Project Facilities do not comply with the Handback
                    Requirements and shall state the Department's
                    Representative's estimate of the cost of completing such
                    Renewal Works and/or of procuring that the Project
                    Facilities comply in all respects with the Handback
                    Requirements.

          17.6.5    The DBFO Co may, within 28 days after receipt of a notice
                    given in accordance with Clause 17.6.2.2, by notice to the
                    Department's Representative object to any matter set out in
                    the Department's Representative's notice. The notice from
                    the DBFO Co shall give details of the grounds for such
                    objection and shall give the DBFO Co's proposals in respect
                    of such matters.

          17.6.6    If no agreement is reached between the DBFO Co and the
                    Department's Representative as to any matter referred to in
                    the notice given in accordance with Clause 17.6.5 within 60
                    days, then either the DBFO Co or the Department's
                    Representative may refer the matter to the Disputes
                    Resolution Procedure for determination, as the case may be:

                    17.6.6.1  whether the Renewal Works have been completed;

                    17.6.6.2  whether the Project Facilities comply in all
                              respects with the Handback Requirements; and

                    17.6.6.3  of the estimated cost of procuring that such
                              Renewal Works are completed and that the Project
                              Facilities comply in all respects with the
                              Handback Requirements.

          17.6.7    If it is agreed or determined in accordance with the
                    Disputes Resolution Procedure that the DBFO Co has not
                    completed the Renewal Works or that the Project Facilities
                    do not comply in all respects with the Handback
                    Requirements, then without prejudice to any other right or

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                    remedy of the Secretary of State the DBFO Co shall pay to
                    the Secretary of State an amount equal to the estimated cost
                    of completing such Renewal Works or procuring that the
                    Project Facilities comply in all respects with the Handback
                    Requirements, as agreed or determined in accordance with
                    Clause 17.6.6 (the "Handback Amount"). Such payment shall be
                    made not later than 14 days after such estimated cost has
                    been agreed or determined in accordance with this Clause
                    17.6.

17.7      Retention Account

          17.7.1    The Secretary of State and the DBFO Co shall procure that
                    the Retention Account is established with a bank located in
                    the United Kingdom not later than the date which is 5 years
                    prior to the Expiry Date. The Secretary of State may by
                    notice in writing to the DBFO Co designate the Retention
                    Account as a "Charged Retention Account". Any interest
                    accrued on any money standing to the credit of the Retention
                    Account shall be credited to the Retention Account. All sums
                    standing to the credit of the Retention Account from time to
                    time, including without limitation any accrued interest,
                    shall be dealt with only in accordance with the provisions
                    of this Clause 17. The DBFO Co shall be entitled to grant a
                    security interest to European Investment Bank and European
                    Investment Fund in and to the Retention Account on terms
                    that at all times such security interest:

                    17.7.1.1  is subject to, and ranks behind, any Encumbrance
                              (whenever created) in favour of the Secretary of
                              State over, and any other rights of the Secretary
                              of State in and to, the Retention Account, all
                              sums from time to time standing to the credit of
                              the Retention Account and all accrued interest;

                    17.7.1.2  is subject to the provisions of this Agreement;
                              and

                    17.7.1.3  shall not in any way interfere with, prejudice or
                              otherwise affect any of the rights and obligations
                              of the Parties under this Agreement (in
                              particular, but without limitation, this Clause
                              17) or in respect of the Retention Account,

                    and otherwise upon such terms as the Secretary of State
                    shall approve in writing in advance. The DBFO Co shall
                    execute such documents and do such things as the Secretary
                    of State may reasonably require to give effect to the
                    ranking of any security interest contemplated by this Clause
                    17.

          17.7.2    Subject to Clause 17.7.3, from the date which is 5 years
                    prior to the expected Expiry Date, the Secretary of State
                    shall withhold from any payment which would otherwise be due
                    to the DBFO Co under this Agreement in respect of any
                    Monthly Traffic Payment or any DBFO Payment (other than any
                    Aggregate Commuted Sum) a sum equal to 40% of such payment.
                    The Secretary of State shall procure that such sum is
                    deposited into the Retention Account on the date on which
                    payment of such sum would, absent the provisions of this
                    Clause 17.7.2, be due to the DBFO Co.

          17.7.3    If at any time the amount standing to the credit of the
                    Retention Account (including any accrued interest but less
                    any bank charges and any tax on interest arising by reason
                    of the operation of the Retention Account) is equal to the
                    Retention Sum less the amount of any Advance Release Amount
                    agreed or determined in accordance with Clause 17.8, then
                    subject to Clause 17.7.5.1 the Secretary of State shall not
                    be entitled to withhold any further sums in accordance with
                    Clause 17.7.2 and the DBFO Co shall be entitled to receive
                    directly the full amount of any sum due to it under any
                    other provision of this Agreement.

          17.7.4    If, following the Initial Inspection, it is agreed or
                    determined in accordance with Clause 17.3 that no Renewal
                    Works are required, then within 14 days of such agreement or
                    determination the Secretary of State and the DBFO Co shall
                    pay to the DBFO Co all sums standing to the

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                    credit of the Retention Account (including any accrued
                    interest but less any bank charges and any tax on interest
                    arising by reason of the operation of the Retention
                    Account), but without prejudice to the provisions of Clause
                    17.7.5.

          17.7.5    If, as a result of the Second Inspection:

                    17.7.5.1  the Renewal Amount is increased, then the
                              provisions of Clause 17.7.2 shall apply, or shall
                              again apply, until the amount held in the
                              Retention Account equals the increased Retention
                              Sum less the amount of any Advance Release Amount
                              agreed or determined in accordance with Clause
                              17.8;

                    17.7.5.2  there is a decrease in the Renewal Amount, such
                              that the total amount held in the Retention
                              Account (including accrued interest but less any
                              bank charges and any tax on interest arising by
                              reason of the operation of the Retention Account)
                              exceeds the revised Retention Sum less the amount
                              of any Advance Release Amount agreed or determined
                              in accordance with Clause 17.8, then the Secretary
                              of State and the DBFO Co shall, within 14 days of
                              the agreement or determination of the revised
                              Renewal Amount in accordance with the provisions
                              of Clause 17.5, pay the amount of such excess out
                              of the Retention Account to the DBFO Co.

          17.7.6    Within 14 days after the issue of a Handback Certificate in
                    accordance with Clause 17.6.2.1, the Secretary of State and
                    the DBFO Co shall pay the monies standing to the credit of
                    the Retention Account (including any accrued interest but
                    less any bank charges and any tax on interest arising by
                    reason of the operation of the Retention Account) to the
                    DBFO Co.

          17.7.7    If the Department's Representative gives a notice in
                    accordance with Clause 17.6.2.2, then pending the agreement
                    or determination in accordance with the Disputes Resolution
                    Procedure of all matters referred to in that notice, the
                    Secretary of State and the DBFO Co shall retain in the
                    Retention Account whichever is the lesser of:

                    17.7.7.1  the amount standing to the credit of the Retention
                              Account (including accrued interest), and

                    17.7.7.2  the amount stated by the Department's
                              Representative in the notice given in accordance
                              with Clause 17.6.2.2 as its estimate of the cost
                              of completing the Renewal Works and/or of
                              procuring that the Project Facilities comply in
                              all respects with the Handback Requirements,

                    and the balance (if any) of any amount standing to the
                    credit of the Retention Account (less any bank charges and
                    any tax on interest arising by reason of the operation of
                    the Retention Account) shall be released to the DBFO Co in
                    accordance with Clause 17.7.6.

          17.7.8    If any sum is retained in the Retention Account in
                    accordance with Clause 17.7.7, then the Secretary of State
                    and the DBFO Co shall continue to hold such sum in the
                    Retention Account pending the agreement or determination
                    under the Disputes Resolution Procedure of all matters
                    raised in the notice given by the Department's
                    Representative in accordance with Clause 17.6.2.2.

          17.7.9    Within 14 days after the agreement or determination in
                    accordance with the Disputes Resolution Procedure of the
                    Handback Amount, the Secretary of State and the DBFO Co
                    shall pay out of the Retention Account to the Secretary of
                    State an amount equal to the Handback Amount or, if the
                    amount standing to the credit of the Retention Account is
                    insufficient to pay the Handback Amount in full, the entire
                    amount (including accrued interest but less any bank charges
                    and any tax on interest arising by reason of the operation
                    of the Retention Account)

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                    standing to the credit of the Retention Account. Any
                    remaining sums standing to the credit of the Retention
                    Account (after deducting the amount payable to the Secretary
                    of State and any bank charges and any tax on interest
                    arising by reason of the operation of the Retention Account)
                    shall be paid by the Secretary of State and the DBFO Co out
                    of the Retention Account to the DBFO Co.

          17.7.10   If the amount standing to the credit of the Retention
                    Account is less than the Handback Amount, then the payment
                    of any sum to the Secretary of State in accordance with
                    Clause 17.7.9 in or towards satisfaction of the Handback
                    Amount shall not in any way prejudice or affect any other
                    rights or remedies of the Secretary of State for the purpose
                    of recovering the remainder of the Handback Amount.

          17.7.11   Upon the occurrence of an Event of Default, the Secretary of
                    State may at his option and without prejudice to any of his
                    other rights or remedies require that any amount standing to
                    the credit of the Retention Account be applied in payment of
                    any amount due from the DBFO Co to the Secretary of State or
                    becoming due as a consequence of such Event of Default or
                    any termination of this Agreement (including without
                    limitation any damages arising from such Event of Default).
                    The DBFO Co and the Secretary of State shall pay to the
                    Secretary of State out of the Retention Account such sum or,
                    if the amount standing to the credit of the Retention
                    Account is insufficient to pay such amount in full, the
                    entire amount (including accrued interest but less bank
                    charges) standing to the credit of the Retention Account
                    upon termination of this Agreement. Any remaining sums
                    standing to the credit of the Retention Account (after
                    deducting the amount payable to the Secretary of State and
                    any bank charges and any tax on interest arising by reason
                    of the operation of the Retention Account) shall be paid by
                    the Secretary of State and the DBFO Co out of the Retention
                    Account to the DBFO Co.

          17.7.12   The foregoing provisions of this Clause 17.7 shall not apply
                    if, not later than the date which is 5 years prior to the
                    expected Expiry Date, the DBFO Co procures that a
                    performance guarantee is provided to the Secretary of State
                    in respect of the DBFO Co's obligations under this Clause 17
                    (other than this Clause 17.7) by a bank or other institution
                    approved by the Secretary of State and in form and substance
                    acceptable to him (in each case in his absolute discretion).

17.8      Advance Renewal Works

          17.8.1    Provided that the relevant Advance Release Amount (as
                    determined in accordance with Clause 17.8.4) would, if an
                    Advance Release Certificate were to be issued in respect
                    thereof in accordance with Clause 17.8.3, be a positive
                    amount, the DBFO Co may, on completion of any Renewal Works
                    (the "Relevant Renewal Works") prior to the Second
                    Inspection, give notice to the Secretary of State:

                    17.8.1.1  identifying the Relevant Renewal Works which have
                              been completed;

                    17.8.1.2  giving full particulars of the costs of the
                              Relevant Renewal Works; and

                    17.8.1.3  specifying the amount which the DBFO Co requires
                              to be released to it from the Retention Account in
                              advance of the date of release which would
                              otherwise be determined in accordance with Clause
                              17.7.

          17.8.2    Not later than 28 days after receipt by the Secretary of
                    State of a notice under Clause 17.8.1, the DBFO Co and the
                    Department's Representative shall conduct a joint inspection
                    of the Relevant Renewal Works which inspection shall comply
                    with the requirements set out in paragraph 2 of Part 4 of
                    Schedule 4 as applicable to each element of the Relevant
                    Renewal Works, provided that, for the avoidance of doubt,
                    the required Residual Life for each such

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                    element shall be calculated from expiry of the period of 30
                    years from the Commencement Date.

          17.8.3    Within 60 days after completion of such inspection, the
                    Department's Representative shall either:

                    17.8.3.1  issue an Advance Release Certificate in respect of
                              the Relevant Renewal Works for the Advance Release
                              Amount (as determined in accordance with Clause
                              17.8.4); or

                    17.8.3.2  notify the DBFO Co in writing of its decision not
                              to issue an Advance Release Certificate in respect
                              of the Relevant Renewal Works.

          17.8.4    The Advance Release Amount shall be an amount equal to the
                    lesser of:

                    17.8.4.1  the amount attributed (in determining the Renewal
                              Amount) to the Relevant Renewal Works; and

                    17.8.4.2  such amount as, on its release from the Retention
                              Account, would leave an amount standing to the
                              credit of the Retention Account equal to the
                              aggregate amount of the Renewal Amount attributed
                              (in determining the Renewal Amount) to the Renewal
                              Works which have not been completed by the DBFO Co
                              as at the date of such release.

          17.8.5    The Department's Representative may refuse to issue an
                    Advance Release Certificate if:

                    17.8.5.1  the DBFO Co shall have failed to complete all of
                              the Relevant Renewal Works; or

                    17.8.5.2  there shall have occurred and be subsisting an
                              Event of Default or an event or circumstance which
                              with the lapse of time, the giving of notice or
                              the satisfaction of any other condition would
                              become an Event of Default.

          17.8.6    Any notice given by the Department's Representative in
                    accordance with Clause 17.8.3.2 shall specify which of the
                    grounds for refusal set out in Clause 17.8.5 is being relied
                    upon by the Department's Representative. Where the ground
                    for refusal is that the DBFO Co shall have failed to
                    complete all of the Relevant Renewal Works in accordance
                    with the requirements set out in paragraph 2 of Part 4 of
                    Schedule 4, such notice shall also set out each respect in
                    which the Relevant Renewal Works have not been completed.

          17.8.7    The DBFO Co may:

                    17.8.7.1  within 28 days after receipt of an Advance Release
                              Certificate, by notice to the Department's
                              Representative object to the Department's
                              Representative's determination of the cost of the
                              Relevant Renewal Works for the purposes of
                              calculating the Advance Release Amount; or

                    17.8.7.2  within 28 days after receipt of a notice given in
                              accordance with Clause 17.8.3.2, by notice to the
                              Department's Representative object to any matter
                              set out in the Department's Representative's
                              notice,

                    and, in either case, the notice from the DBFO Co shall give
                    details of the grounds for objection and shall give the DBFO
                    Co's proposals in respect of such matters.

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          17.8.8    If no agreement is reached between the DBFO Co and the
                    Department's Representative as to any matter referred to in
                    a notice given in accordance with Clause 17.8.7 within 60
                    days after receipt of such notice, then either the DBFO Co
                    or the Department's Representative may refer the matter to
                    the Disputes Resolution Procedure.

          17.8.9    Within 45 days after the date of an Advance Release
                    Certificate or, if the DBFO Co shall have given notice in
                    accordance with Clause 17.8.7.1, within 14 days after the
                    date on which the costs of the Relevant Renewal Works are
                    finally determined in accordance with the Disputes
                    Resolution Procedure, and subject in either case to there
                    not having occurred and being subsisting an Event of Default
                    or an event or circumstance which with the lapse of time,
                    the giving of notice or the satisfaction of any other
                    condition would become an Event of Default, the Secretary of
                    State and the DBFO Co shall pay from the Retention Account
                    the Advance Release Amount to the DBFO Co, provided that
                    there shall be deducted from such amount and paid to the
                    Secretary of State the full amount of all reasonable costs
                    and expenses of the Secretary of State and the Department's
                    Representative in conducting the inspection under Clause
                    17.8.2 and making all determinations, assessments and other
                    decisions for the purposes of this Clause 17.8.

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18.       INSURANCE

18.1      Insurance Cover

          18.1.1    The DBFO Co shall take out and maintain in force the
                    insurances specified in Schedule 10 throughout the relevant
                    stages of the Contract Period as follows:

                    18.1.1.1  the DBFO Co shall procure that the insurances
                              identified in paragraph 1 of Schedule 10 are taken
                              out prior to the commencement of the Works and are
                              maintained until the issue of the Completion
                              Certificate; and

                    18.1.1.2  the DBFO Co shall procure that the insurances
                              identified in paragraph 2 of Schedule 10 are taken
                              out in respect of each section of the Existing
                              Road prior to the commencement of any activities
                              in respect of the operation and maintenance of the
                              relevant section of the Existing Road in
                              accordance with the provisions of Clause 7.3.2 and
                              in respect of the New Road prior to the issue of
                              the relevant Permit to Use and are, thereafter
                              maintained throughout the Contract Period.

          18.1.2    Prior to taking out or changing any such insurances, the
                    DBFO Co shall submit to the Department's Agent (with respect
                    to the insurances referred to in paragraph 1 of Schedule 10
                    or the Department's Representative (in respect of the
                    insurances referred to in paragraph 2 of Schedule 10) in
                    accordance with the Review Procedure:

                    18.1.2.1  the identity of the insurer, and

                    18.1.2.2  the principal terms and conditions of such
                              insurances or any revision to such terms and
                              conditions;

                    and there shall have been no objection in accordance with
                    the Review Procedure (on the grounds set out in paragraph
                    3.9 of Part 3 of Schedule 7).

          18.1.3    The DBFO Co shall not take any action or fail to take any
                    reasonable action, or (insofar as it is reasonably within
                    its power) permit anything to occur in relation to it, which
                    would entitle any insurer to refuse to pay any claim under
                    any such insurance policy.

18.2      Copies

          The DBFO Co shall furnish copies of all insurance policies to the
          Department's Nominee on request. The Department's Nominee shall be
          entitled to inspect during ordinary business hours the original
          policies of insurance taken out and maintained pursuant to Clause 18.1
          which are or should be in the custody of the DBFO Co, together with
          evidence that the premiums payable thereunder have been paid and that
          the insurances are in full force and effect.

18.3      Rights of Subrogation and Notice of Cancellation

          All such policies of insurance shall contain a clause to the effect
          that the insurers have agreed to waive all rights of subrogation
          against the Secretary of State and his servants and agents and shall
          provide for 30 days written notice to be given to the Secretary of
          State prior to any cancellation, non-renewal or material modification
          of any such policy.

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18.4      Renewal Certificates

          Renewal certificates in relation to such insurances shall be obtained
          as and when necessary and copies thereof (certified in a manner
          acceptable to the Department's Nominee) shall be forwarded to the
          Department's Nominee as soon as possible but in any event at least 10
          days before the renewal date.

18.5      Secretary of State's Right to Insure

          If the DBFO Co fails or refuses to obtain or maintain any insurance
          required to be effected by it under the provisions of this Clause 18
          or to provide the Department's Nominee with copies of the renewal
          certificates in relation thereto (certified in a manner acceptable to
          the Department's Nominee) as and when required, the Secretary of State
          shall, without prejudice to any of its rights under this Agreement or
          otherwise, have the right itself to procure such insurances, in which
          event any sums so paid by the Secretary of State in this regard shall
          immediately become due and payable to the Secretary of State by the
          DBFO Co and the Secretary of State shall be entitled to deduct such
          sums from any moneys due or which may become due to the DBFO Co.

18.6      Notification of Claims

          The DBFO Co shall give the Department's Nominee notification of any
          claim (other than a claim for less than (pound)10,000) with respect to
          any of the insurance policies referred to in this Clause 18
          accompanied by full details of the incident giving rise to such claim.

18.7      Application of Proceeds

          18.7.1    The DBFO Co shall ensure that the insurers of any of the
                    insurance policies which the DBFO Co is required to take out
                    and maintain in force pursuant to Clause 18.1.1 pay the
                    proceeds of:

                    18.7.1.1  any insurance policy for third party legal
                              liability or employees' liability:

                              18.7.1.1.1  directly to the third party or
                                          employee concerned; or

                              18.7.1.1.2  to the Secretary of State as loss
                                          payee (and the Secretary of State
                                          shall, promptly upon receipt of such
                                          proceeds, pay the same to the relevant
                                          third party or employee concerned);

                    18.7.1.2  any other policies of such insurances to the
                              Secretary of State as loss payee except where the
                              DBFO Co has already restored, replaced or
                              reinstated the Project Facilities or any other
                              asset (as the case may be), in which case the
                              proceeds shall be paid directly to the DBFO Co,
                              and where the proceeds of such policies of
                              insurances are paid to the Secretary of State as
                              loss payee in whole or in part, the Secretary of
                              State shall pay the amount of such proceeds
                              received by the Secretary of State to the DBFO Co
                              promptly upon the DBFO Co's restoring, replacing
                              or reinstating the Project Facilities or any other
                              asset (as the case may be) or, as the case may be,
                              that part of the Project Facilities or any other
                              such asset in respect of which such proceeds have
                              been paid to the Secretary of State as loss payee.

18.8      Re-instatement of the Maintenance Depot

          The following provisions of this Clause 18.8 shall apply in the event
          of termination of the Lease in accordance with sub-clause 3.28(f)
          thereof:

          18.8.1    the Secretary of State and the DBFO Co shall consult and
                    shall use their respective reasonable endeavours, for a
                    period of not less than 3 months, to locate and agree upon a
                    site owned by

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                    the Secretary of State, being reasonably proximate to the
                    Project Road, which would be suitable for the construction
                    of a maintenance depot and for use by the DBFO Co in the
                    performance of its obligations under this Agreement;

          18.8.2    if the Secretary of State and the DBFO Co shall agree upon
                    such a site within such 3 month period (or such longer
                    period as they may agree), then:

                    18.8.2.1  the Secretary of State shall apply any insurance
                              proceeds received by him in respect of the
                              Maintenance Depot in or towards the construction
                              of a new maintenance depot on such site by the
                              DBFO Co under Clause 18.8.2.2;

                    18.8.2.2  the DBFO Co shall construct such new maintenance
                              depot to such specification as the Secretary of
                              State shall reasonably require (not being a higher
                              standard of specification than that of the
                              Maintenance Depot), obtain at its own cost all
                              necessary consents in connection with such
                              construction and fund the costs of such
                              construction to the extent that they exceed the
                              amount of such insurance proceeds; and

                    18.8.2.3  on completion of the construction of such new
                              maintenance depot, the Secretary of State shall
                              (subject to first obtaining a court order on
                              respect thereof as is referred in Clause 7.1.5,
                              both parties using their reasonable efforts to
                              obtain such court order) grant to the DBFO Co a
                              lease of such new maintenance depot on the same
                              terms, mutatis mutandis, as the Lease (provided
                              that the term of such new lease shall be
                              co-terminous with this Agreement (howsoever
                              terminated));

          18.8.3    if the Secretary of State and the DBFO Co shall fail to
                    agree upon such a site within such 3 month period (or such
                    longer period as they may agree), then:

                    18.8.3.1  the proceeds of such insurance shall be payable to
                              the Secretary of State absolutely; and

                    18.8.3.2  the Maintenance Depot shall be excluded from the
                              Handback Requirements,

                    provided that, for the avoidance of doubt, nothing in this
                    Clause 18.8 or the Lease shall in any way affect or diminish
                    the obligations of the DBFO Co under this Agreement in
                    respect of the operation and maintenance of the Project
                    Facilities (other than the Maintenance Depot).

18.9      Saving

          Neither failure to comply nor full compliance with the insurance
          provisions of this Agreement shall limit or relieve the DBFO Co of its
          liabilities and obligations under this Agreement and in particular the
          DBFO Co's obligation to hold the Secretary of State harmless in
          compliance with any indemnity provisions contained in this Agreement.

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19.       SECRETARY OF STATE'S OBLIGATIONS

19.1      Connecting Roads

          Without prejudice to Clause 35.1.14, the Secretary of State shall
          repair and maintain the Connecting Roads throughout the Contract
          Period having regard to the classification of each highway in question
          (for example (without limitation) as a motorway, trunk road, rural
          road, urban road, dual or single carriageway) and the traffic which is
          reasonably to be expected to use it and to the standard of maintenance
          appropriate for a highway of that classification and used by such
          traffic.

19.2      Information

          The Secretary of State shall provide to the DBFO Co such information
          within his possession or control with respect to the Project as the
          DBFO Co may reasonably request to enable it to perform its obligations
          under this Agreement, provided that the Secretary of State shall have
          no obligation to provide any information with respect to which he is
          subject to an obligation of confidentiality (whether under any Law or
          contract or otherwise) which he is not able to have released using his
          reasonable endeavours (without the payment of any sum).

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                                    PART III
                          RELATIONSHIPS AND MONITORING

20.       REPRESENTATIVES

20.1      The Department's Agent and Department's Representative

          20.1.1    The Secretary of State has appointed the Department's Agent
                    to act as his agent in relation to the design, construction,
                    completion, commissioning and testing of the Works and,
                    prior to the issue of the Completion Certificate, the
                    maintenance of the New Road (excluding any Upgraded
                    Sections). The Department's Agent will exercise the
                    functions set out in this Agreement (a summary of which is
                    set out in Part 1 of Schedule 7) and such other functions in
                    respect of this Agreement as the Secretary of State may
                    notify to the DBFO Co from time to time (but, for the
                    avoidance of doubt, such right of notification may not
                    increase the rights the Secretary of State has against the
                    DBFO Co under this Agreement).

          20.1.2    The Secretary of State has appointed the Department's
                    Representative to act as his agent in connection with all
                    Operations other than those referred to in Clause 20.1.1.
                    The Department's Representative will exercise the functions
                    set out in this Agreement (a summary of which is set out in
                    Part 2 of Schedule 7) and such other functions in respect of
                    this Agreement as the Secretary of State may notify to the
                    DBFO Co from time to time (but, for the avoidance of doubt,
                    such right of notification may not increase the rights the
                    Secretary of State has against the DBFO Co under this
                    Agreement).

          20.1.3    The functions of the Department's Agent and the Department's
                    Representative shall be separate and apart and neither shall
                    have the power to override the other. In the event of any
                    conflict between the instructions or actions of the
                    Department's Agent and the Department's Representative or of
                    any confusion as to their respective roles, the matter shall
                    be referred to the Secretary of State.

          20.1.4    During any period when there is no Department's Agent or
                    Department's Representative, the Secretary of State shall
                    carry out the functions which would otherwise be performed
                    by the Department's Agent or Department's Representative, as
                    the case may be.

          20.1.5    Except as expressly stated in this Agreement, neither the
                    Department's Agent nor the Department's Representative shall
                    have any authority to relieve the DBFO Co of any of its
                    obligations under this Agreement.

          20.1.6    Except as notified by the Secretary of State to the DBFO Co
                    in writing, the DBFO Co shall be entitled to treat any act
                    of the Department's Agent or the Department's Representative
                    which is authorised by this Agreement as being expressly
                    authorised by the Secretary of State, and the DBFO Co shall
                    not be required to determine whether an express authority
                    has in fact been given.

20.2      The DBFO Co's Representative

          20.2.1    The DBFO Co shall appoint a competent and qualified person
                    to act as its agent in connection with this agreement. Such
                    appointment shall be subject to the approval of the
                    Secretary of State, such approval not to be unreasonably
                    withheld or delayed.

          20.2.2    The DBFO Co's Representative shall have full authority to
                    act on behalf of the DBFO Co for all purposes of this
                    Agreement. The Secretary of State, the Department's Agent
                    and the Department's Representative shall be entitled to
                    treat any act of the DBFO Co's Representative in connection
                    with this Agreement as being expressly authorised by the
                    DBFO

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                    Co, and the Secretary of State, the Department's Agent and
                    the Department's Representative shall not be required to
                    determine whether any express authority has in fact been
                    given.

20.3      Change of Representatives

          20.3.1    The Secretary of State may at any time and from time to time
                    by notice to the DBFO Co terminate the appointment of the
                    Department's Agent or Department's Representative or appoint
                    a substitute Department's Agent or Department's
                    Representative. Any such notice shall specify the date on
                    which such termination or substitution shall have effect,
                    which date shall, other than in the case of an emergency, be
                    such as will not cause serious inconvenience to the DBFO Co
                    in the execution of its obligations hereunder.

          20.3.2    Save in the case of death, serious illness or termination of
                    employment (for whatever reason and including retirement),
                    the appointment of the DBFO Co's Representative shall not be
                    terminated without the prior approval of the Secretary of
                    State. Immediately upon the DBFO Co's Representative ceasing
                    to act in the case of death or serious illness and prior to
                    termination of the appointment in all other cases, the DBFO
                    Co shall by notice to the Secretary of State appoint a
                    substitute. Such appointment shall be subject to the
                    approval of the Secretary of State, such approval not to be
                    unreasonably withheld or delayed.

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21.       QUALITY ASSURANCE

21.1      Quality Management Systems and Plans

          21.1.1    The DBFO Co shall procure that all aspects of the Operations
                    are the subject of quality management systems which comply
                    with the provisions of this Clause 21 (the "Quality
                    Management Systems").

          21.1.2    The Quality Management Systems shall comply with:

                    21.1.2.1  BS EN ISO 9001 or BS EN ISO 9002 as appropriate;

                    21.1.2.2  the Technical Requirements; and

                    21.1.2.3  Good Industry Practice;

                    and shall be reflected in appropriate Quality Plans which
                    comply with the requirements set out in Part 1 of Schedule
                    5.

          21.1.3    Without limitation to the generality of Clause 21.1.2, there
                    shall be:

                    21.1.3.1  a DBFO Co's Quality Plan, which shall meet the
                              requirement set out in:

                              21.1.3.1.1  Annex 1 to Part 1 of Schedule 5 (the
                                          DBFO Co's Quality Plan, to the extent
                                          meeting such requirements, being
                                          referred to as the "DBFO Co's Quality
                                          Plan for the Management of
                                          Construction");

                              21.1.3.1.2  Annex 5 to Part 1 of Schedule 5 (the
                                          DBFO Co's Quality Plan, to the extent
                                          meeting such requirements, being
                                          referred to as the "DBFO Co's Quality
                                          Plan for the Management of O&M"); and

                              21.1.3.1.3  Annex 6 to Part 1 of Schedule 5 (the
                                          DBFO Co's Quality Plan, to the extent
                                          meeting such requirements, being
                                          referred to as the "DBFO Co's Quality
                                          Plan for O&M");

                    21.1.3.2  a Designer's Quality Plan, which shall meet the
                              requirements set out in:

                              21.1.3.2.1  Annex 2 to Part 1 of Schedule 5 (the
                                          Designer's Quality Plan, to the extent
                                          meeting such requirements, being
                                          referred to as the "Designer's Quality
                                          Plan for Design"); and

                              21.1.3.2.2  Annex 3 to Part 1 of Schedule 5 (the
                                          Designer's Quality Plan, to the extent
                                          meeting such requirements, being
                                          referred to as the "Designer's Quality
                                          Plan for Examination of the Works");
                                          and

                    21.1.3.3  a Contractor's Quality Plan, which shall meet the
                              requirements set out in Annex 4 to Part 1 of
                              Schedule 5 (the "Contractor's Quality Plan")

          21.1.4    The DBFO Co shall not commence or permit the commencement of
                    any aspect of the Operations before those parts of the
                    Quality Plans which concern such aspect of the Operations
                    have been submitted to the Department's Nominee and there
                    has been no objection thereto in accordance with the Review
                    Procedure (on the grounds set out in paragraph 3.10 of Part
                    3 of Schedule 7).

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          21.1.5    It shall not be necessary to submit to the Review Procedure
                    in accordance with the provisions of Clause 21.1.4 the
                    Quality Plans (or parts thereof) which have been agreed at
                    the date of execution of this Agreement, which are set out
                    in Part 2 of Schedule 5.

          21.1.6    The DBFO Co shall comply with the DBFO Co's Quality Plan and
                    shall procure that:

                    21.1.6.1  the Designer complies with the Designer's Quality
                              Plan; and

                    21.1.6.2  the Contractor complies with the Contractor's
                              Quality Plan.

          21.1.7    Where any aspect of the Operations is performed by more than
                    one contractor or sub-contractor, then the provisions of
                    this Clause 21 shall apply in respect of each of such
                    contractors or sub-contractors, and references in this
                    Clause 21 to the DBFO Co, the Designer and the Contractor
                    shall be construed accordingly.

          21.1.8    The DBFO Co shall from time to time submit to the
                    Department's Nominee in accordance with the Review Procedure
                    any changes to any of the Quality Plans required for such
                    Quality Plan to continue to reflect Quality Management
                    Systems which comply with the requirements set out in Clause
                    21.1.2. The Department's Nominee may object to any such
                    proposed change only on the grounds set out in paragraph
                    3.10 of Part 3 of Schedule 7.

          21.1.9    If the DBFO Co fails to propose any change required pursuant
                    to Clause 21.1.8, then the Secretary of State may propose
                    such change and it shall be dealt with in accordance with
                    the Review Procedure as though it had been proposed by the
                    DBFO Co.

          21.1.10   If there is no objection under the Review Procedure to a
                    part of a Quality Plan referred to in Clause 21.1.4 or a
                    change proposed pursuant to Clause 21.1.8 or Clause 21.1.9,
                    the Quality Plan shall be amended to incorporate such part
                    or change.

21.2      Quality Manuals and Procedures

          If any Quality Plan refers to, relies on or incorporates any quality
          manual or procedure, then such quality manual or procedure or the
          relevant parts thereof shall be submitted to the Department's Nominee
          at the time that the relevant Quality Plan or part of or change to a
          Quality Plan is submitted in accordance with the Review Procedure, and
          the contents of such quality manual or procedure shall be taken into
          account in the consideration of the relevant Quality Plan or part of
          or change to a Quality Plan in accordance with the Review Procedure.
          The Department's Nominee may require the amendment of any such quality
          manual or procedure to the extent necessary to enable the relevant
          Quality Plan to satisfy the requirements of Clause 21.1.2.

21.3      Additional Information

          Notwithstanding any other provision of this Clause 21, the DBFO Co
          shall provide to the Department's Nominee such information as the
          Department's Nominee may reasonably require to demonstrate compliance
          with this Clause 21 and the provisions of Part 1 of Schedule 5.

21.4      Testing

          All on-site and off site testing shall be carried out by laboratories
          accredited by the National Measurement Accreditation Service for that
          test or by laboratories accredited to an equivalent standard, where
          this is required by Table NG 1/1 in the Notes for Guidance.

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21.5      Project Quality Director

          The DBFO Co shall appoint as soon as reasonably practicable a Project
          Quality Director, who shall be independent of the project management
          team (but, for the avoidance of doubt, need not be a director of the
          DBFO Co). The identity of the Project Quality Director (and any
          replacement) and the terms and conditions of his engagement shall be
          subject to the approval of the Secretary of State (such approval not
          to be unreasonably withheld or delayed). Without limitation to the
          foregoing, the terms and conditions of engagement of the Project
          Quality Director shall require him to:

          21.5.1    ensure the effective operation of the Quality Management
                    Systems;

          21.5.2    audit the Quality Management Systems at regular intervals
                    and report the findings of such audit to the Department's
                    Nominee;

          21.5.3    review all Quality Management Systems at intervals agreed
                    with the Department's Nominee to ensure their continued
                    suitability and effectiveness; and

          21.5.4    liaise with the Department's Nominee on all matters relating
                    to quality management.

21.5      Quality Monitoring

          Without limitation to Clause 24 [Monitoring of Performance], the
          Department's Nominee may carry out audits of the DBFO Co's Quality
          Management Systems (including without limitation all Quality Plans and
          any Quality Manuals) at approximate intervals of 3 months and may
          carry out other periodic monitoring, spot checks and auditing of the
          Quality Management Systems.

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22.      REPORTS AND INFORMATION

22.1     Required Reports

         The DBFO Co shall submit to the Department's Nominee the reports
         specified in Part 2 of Schedule 14, in such numbers as provided
         therein.

22.2     Form

         The form of such Reports shall be agreed with the Department's Nominee,
         such agreement not to be unreasonably withheld.

22.3     Further Information

         The DBFO Co shall at any time and from time to time at its own cost
         provide to the Department's Agent or the Department's Representative
         one copy of such information with respect to the Project as the
         Department's Agent or the Department's Representative may reasonably
         require.

22.4     Objections to Reports

          22.4.1    If the Department's Nominee considers that any Report either
                    has not been compiled in accordance with the provisions of
                    this Agreement or has been based on erroneous information or
                    data, then it may serve a notice to that effect on the DBFO
                    Co within 28 days of receipt of such Report objecting to
                    such Report.

          22.4.2    If any such objection has not been resolved by agreement
                    between the Department's Nominee and the DBFO Co within 14
                    days after the service of such notice, then either of them
                    may refer the matter to the Disputes Resolution Procedure.

22.5      Revisions to Reports

          If either:

          22.5.1    the resolution (whether by agreement or determination under
                    the Disputes Resolution Procedure) of any objection made
                    pursuant to Clause 22.4.1; or

          22.5.2    the correction of any calculation pursuant to Clause 28.7,

                    requires any revision or adjustment to any Report, then the
                    DBFO Co shall as soon as practicable issue revised versions
                    of each affected Report and such revised Report shall for
                    all purposes of this Agreement take the place of the
                    original Report.

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23.       RECORDS

23.1      Required Records

          23.1.1    The DBFO Co shall maintain and update those records relating
                    to the Project set out in Part 1 of Schedule 14.

          23.1.2    The Secretary of State shall be entitled at his own cost
                    within 180 days after the Commencement Date to deliver up to
                    the DBFO Co the existing records of the Secretary of State
                    in respect of the Project Facilities and shall be required
                    to deliver any such records (or copies thereof) to the
                    extent such records are required for the conduct of the
                    Operations. In such event, the DBFO Co shall retain such
                    records in safe storage at its own cost and such records
                    shall thereafter be treated for all purposes as though they
                    were records referred to in Clause 23.1.1.

23.2      Audit

          The records referred to in Clause 23.1 shall be kept in good order and
          in such form as to be capable of audit (including by electronic means)
          by the Department's Nominee. The DBFO Co shall make such records
          available for inspection by or on behalf of the Secretary of State,
          the Department's Agent and the Department's Representative at all
          reasonable times.

23.3      Copies

          The Secretary of State, the Department's Agent and the Department's
          Representative shall be entitled to take copies of all such records at
          the DBFO Co's cost and for that purpose to use such copying facilities
          as are maintained at the place where the records are kept.

23.4      Retention of Records

          23.4.1    All records referred to in Clause 23.1 shall be retained for
                    no less than the period specified in respect of such records
                    in Part 1 of Schedule 14 or, if no such period is specified,
                    a period of 7 years after the end of the Contract Year to
                    which such records relate.

          23.4.2    Where the period for the retention of any records (as set
                    out against the relevant class of records in Part 1 of
                    Schedule 14) has expired, then the DBFO Co shall notify the
                    Secretary of State as to what it intends to do with such
                    records. If it intends to dispose of them or subsequently
                    decides to dispose of them, the DBFO Co shall notify the
                    Secretary of State, and if the Secretary of State shall
                    within 40 days of such notice elect to receive those records
                    or any part of them the DBFO Co, at its own cost, shall
                    deliver up such records to the Secretary of State in the
                    manner and at such location as the Secretary of State shall
                    reasonably specify.

          23.4.3    Upon the termination for whatever reason of this Agreement,
                    the DBFO Co shall as soon as practicable and at its own cost
                    deliver up to the Secretary of State in the manner and at
                    such location as the Secretary of State shall reasonably
                    specify all such records as are referred to in Clause 23.1
                    which were in existence at the Termination Date (or, where
                    those records are required by statute to remain with the
                    DBFO Co, copies thereof) or such part of such records as the
                    Secretary of State may by notice to the DBFO Co specify. The
                    Secretary of State shall make available to the DBFO Co all
                    the records the DBFO Co delivers up pursuant to this Clause
                    23.4.3, subject to reasonable notice.

23.5      Computer Records

          To the extent that the records of the DBFO Co are to be created or
          maintained on a computer or other electronic storage device, then the
          DBFO Co shall agree with the Department's Nominee a procedure for

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          back-up and off-site storage for copies of such records and shall
          adhere to such agreed procedure and shall cause the Contractor, the
          Designer, and its or their sub-contractors to implement and adhere to
          such agreed procedure.

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24.       MONITORING OF PERFORMANCE

24.1      Remedial Works

          If at any time the DBFO Co has failed to perform any of its
          obligations under this Agreement and such failure is capable of
          remedy, then the Department's Nominee may serve a notice on the DBFO
          Co requiring the DBFO Co (at its own cost and expense) to remedy such
          failure (and any damage resulting from such failure) within a
          reasonable period (the "Remedial Period") and for the avoidance of
          doubt a failure to perform shall include a failure to remedy as
          required by this Clause 24.1.

24.1A     Shadow Penalty Points

          24.1A.1   If at any time circumstances exist in which, but for the
                    giving of the Penalty Points Commencement Notice (as defined
                    in Clause 24.1A.3), the Department's Nominee would have been
                    entitled to award any Penalty Points to the DBFO Co in
                    accordance with the provisions of Clause 24.2, the
                    Department's Nominee may serve a notice (a "Shadow Penalty
                    Point Notice") on the DBFO Co.

          24.1A.2   A Shadow Penalty Point Notice shall specify:

                    24.1A.2.1 the reasons for the serving of such Notice; and

                    24.1A.2.2 the number of Penalty Points ("Shadow Penalty
                              Points") which, had the Penalty Point Commencement
                              Notice been given prior to the date of the
                              relevant Shadow Penalty Point Notice, would have
                              been awarded in respect of the matters referred to
                              in the reasons given in accordance with Clause
                              24.1A.2.1.

          24.1A.3   If at any time the DBFO Co has been awarded a total of 25 or
                    more Shadow Penalty Points in any 1 year period, the
                    Secretary of State may serve on the DBFO Co a notice (the
                    "Penalty Points Commencement Notice") bringing into effect
                    the provisions of Clause 24.2, such notice to be signed on
                    behalf of the Secretary of State by the Project Director of
                    the Project or any more senior official of the Department.

24.2      Penalty Points

          24.2.1    If at any time following the date of the Penalty Points
                    Commencement Notice:

                    24.2.1.1  any Report indicates or the Department's Nominee
                              otherwise becomes aware that the DBFO Co has
                              failed to perform any of its obligations under
                              this Agreement; or

                    24.2.1.2  the Department's Nominee serves a notice under
                              Clause 24.1 and the DBFO Co fails to remedy the
                              failure within the Remedial Period,

                    then (subject to Clause 24.2.5 and Clause 24.2.6) the
                    Department's Nominee may (without prejudice to any other
                    right or remedy available to the Secretary of State) by
                    notice to the DBFO Co award points (herein called "Penalty
                    Points") calculated by reference to the table set out in
                    Schedule 18, provided that, in the case of any Penalty
                    Points awarded in respect of a failure to perform identified
                    under Clause 24.2.1.1, the Department's Nominee shall, in
                    the case of a failure which is capable of remedy, at the
                    same time serve on the DBFO Co a notice under Clause 24.1;
                    if the DBFO Co remedies the relevant failure within the
                    relevant Remedial Period, the number of Penalty Points in
                    respect thereof shall be reduced by 50 per cent.

          24.2.2    The Parties acknowledge that Schedule 18 provides a list of
                    examples of matters which may attract Penalty Points (or
                    Shadow Penalty Points) but is only by way of illustration of
                    the matters for which Penalty Points (or Shadow Penalty
                    Points) may be awarded and the severity

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                    attributed to such defaults and in no way restricts the
                    Department's Nominee's right to award Penalty Points (or
                    Shadow Penalty Points) for other failures by the DBFO Co to
                    perform its obligations under this Agreement or to enforce
                    other remedies in respect of such breaches of this
                    Agreement.

          24.2.3    If, within 14 days after receipt of a Shadow Penalty Points
                    Notice or a notice pursuant to Clause 24.2.1, the DBFO Co
                    demonstrates to the reasonable satisfaction of the
                    Department's Nominee that the failure in respect of which
                    the relevant Shadow Penalty Points or Penalty Points were
                    awarded occurred solely as a result of an event beyond the
                    reasonable control of the DBFO Co (or its contractors,
                    subcontractors, servants or agents), having regard to the
                    nature of the obligation which DBFO Co failed to perform and
                    such steps as the DBFO Co took or could reasonably be
                    expected to have taken in order to mitigate the effects of
                    such failure, then the award of such Shadow Penalty Points
                    or Penalty Points shall be rescinded.

          24.2.4    The DBFO Co may within 28 days of receipt of any Shadow
                    Penalty Point Notice or any notice pursuant to Clause 24.2.1
                    object to the award of any such Shadow Penalty Points or
                    Penalty Points or, where Shadow Penalty Points or Penalty
                    Points have been awarded in respect of a matter which is not
                    set out in Schedule 18, to the number of such Shadow Penalty
                    Points or Penalty Points. If the Department's Nominee and
                    the DBFO Co are unable to reach agreement on any such matter
                    within 14 days, either may refer the Dispute for resolution
                    under the Disputes Resolution Procedure. In respect of any
                    Dispute as to the number of Shadow Penalty Points or Penalty
                    Points to be awarded pursuant to Clause 24.2.2, the issue
                    for decision shall be how many Shadow Penalty Points or
                    Penalty Points should be awarded in comparison with the
                    number of Shadow Penalty Points or Penalty Points set out in
                    Schedule 18 for defaults of equivalent severity.

          24.2.5    If the DBFO Co has been awarded a total of 50 Penalty Points
                    in any 12 month period, then (subject to Clause 24.2.6) any
                    further Penalty Points may only be validly awarded if the
                    notice under Clause 24.2.1 is countersigned by the Project
                    Director of the Project (or any more senior official of the
                    Department) on behalf of the Secretary of State.

          24.2.6    If the DBFO Co has been awarded a total of 75 Penalty Points
                    in any 12 month period, any further Penalty Points may only
                    be validly awarded if the notice under Clause 24.2.1 is
                    countersigned by the Director of the Northern Network
                    Management Division of the Highways Agency (or any successor
                    office or body) or any more senior official of the
                    Department, and in such event the countersignature of any
                    such notice by the Project Director of the Project shall
                    cease to be required.

          24.2.7    If the DBFO Co shall effect any Lane Closure in breach of
                    Clause 13.3.9 then:

                    24.2.7.1  the Penalty Points Commencement Notice shall be
                              deemed to have been given for purposes of this
                              Agreement with effect from the day preceding the
                              first day of any such Lane Closure; and

                    24.2.7.2  without limitation to Clause 24.2.7.1, the
                              Department's Agent shall be entitled to award
                              Penalty Points in respect of such Lane Closure in
                              accordance with Clause 24.2.1 (and not Shadow
                              Penalty Points in accordance with Clause 24.1A.1)
                              and the proviso to Clause 24.2.1 shall not apply
                              in respect of such Lane Closure.

          24.2.8    Notwithstanding anything else in this Clause 24.2 (but
                    without prejudice to Clause 24.2.1.2), Shadow Penalty Points
                    and Penalty Points shall not be awarded more than once in
                    respect of a particular failure to perform by the DBFO Co or
                    under more than one category in Schedule 18 in respect of
                    the same failure to perform by the DBFO Co, provided that
                    where more than one such category is relevant to a
                    particular failure to perform the number of Shadow Penalty
                    Points or Penalty Points which may be awarded is the highest
                    number applicable to any of such categories in Schedule 18.

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24.3      Warning Notices

          Without prejudice to any other right or remedy available to the
          Secretary of State, if at any time the DBFO Co has committed any
          material breach of its obligations under this Agreement or has been
          awarded a total of 300 or more Penalty Points (the "Qualifying
          Number") in any 3 year period, then the Department's Nominee may give
          written notice (herein called a "Warning Notice") to the DBFO Co
          setting out in general terms the matter or matters giving rise to such
          notice and containing a reminder to the DBFO Co of the implications of
          such notice. Any such notice shall state on its face that it is a
          "Warning Notice" and shall be signed by or on behalf of the Secretary
          of State. In determining whether or not the Qualifying Number of
          Penalty Points has been incurred in any relevant period, there shall
          be excluded any Penalty Points which have already been comprised in a
          Qualifying Number of Penalty Points in respect of which a Warning
          Notice has already been issued under this Clause 24.3.

24.4      Increased Monitoring

          In the event of the DBFO Co either:

          24.4.1    being awarded a total of 50 or more Penalty Points in any 1
                    year period; or

          24.4.2    receiving one or more Warning Notices,

          the Department's Nominee may (without prejudice to any other right or
          remedy available to the Secretary of State) by notice to the DBFO Co
          increase the level of its monitoring of the DBFO Co until such time as
          the DBFO Co shall have demonstrated to the reasonable satisfaction of
          the Department's Nominee that it will perform and is capable of
          performing its obligations under this Agreement. The notice to the
          DBFO Co shall specify the additional measures to be taken by the
          Department's Nominee in monitoring the DBFO Co in response to the
          matters which led to such Penalty Points being awarded or Warning
          Notice sent. The DBFO Co shall compensate the Secretary of State for
          all costs incurred by him as a result of such increased level of
          monitoring (including, without limitation, the relevant administrative
          expenses of the Secretary of State, including an appropriate sum in
          respect of general staff costs and overheads).

24.5      Step-In Rights

          24.5.1    Without prejudice to Clause 24.5.2, if at any time the
                    Department's Nominee serves a notice under Clause 24.1 and
                    the DBFO Co fails to remedy the failure within the Remedial
                    Period, then the Secretary of State may (without prejudice
                    to any other right or remedy available to him) himself take
                    such steps as necessary to remedy such failure or engage
                    others to take such steps, and the provisions of Clauses
                    24.5.3 and 24.5.4 shall apply.

          24.5.2    Without prejudice to any other right or remedy of the
                    Secretary of State:

                    24.5.2.1  in the event that the Secretary of State considers
                              that a breach by the DBFO Co of an obligation
                              under this Agreement may create an immediate and
                              serious threat to public safety; or

                    24.5.2.2  in the event of an emergency; or

                    24.5.2.3  where it appears to the Secretary of State
                              necessary or expedient in the interests of road
                              safety,

                    the Secretary of State may give notice requiring the DBFO Co
                    forthwith to take such steps as he reasonably considers
                    necessary or expedient to mitigate or preclude such state of
                    affairs. In the event that the DBFO Co shall fail to take
                    such steps as the Secretary of State may reasonably think
                    necessary and within such time as the Secretary of State
                    shall reasonably

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                    think fit, then the Secretary of State may take such steps
                    himself or engage others to take such steps, and the
                    provisions of Clauses 24.5.3 and 24.5.4 shall apply.

          24.5.3    To the extent that the Parties shall agree, or it shall be
                    determined under the Disputes Resolution Procedure, that the
                    DBFO Co had not failed to perform its obligations under this
                    Agreement (in the case of any action taken pursuant to
                    Clause 24.5.1) or the Secretary of State was not reasonable
                    in requiring the DBFO Co to take such steps as are referred
                    to in Clause 24.5.2 or, in the case of Clause 24.5.2.1, that
                    no such breach had occurred (any such determination to be
                    made on the basis of the facts available to the Secretary of
                    State at the time he took or required such action to be
                    taken), then the provisions of Part 5 of Schedule 12 shall
                    apply.

          24.5.4    Except in the circumstances referred to in Clause 24.5.3,
                    the DBFO Co shall reimburse the Secretary of State for all
                    costs incurred by him in taking the steps or engaging others
                    to take the steps referred to in Clause 24.5.1 or Clause
                    24.5.2 (including, without limitation, the relevant
                    administrative expenses of the Secretary of State, including
                    an appropriate sum in respect of general staff costs and
                    overheads).

          24.5.5    Where the Secretary of State has exercised his rights under
                    Clause 24.5.1 or Clause 24.5.2 to take any steps in respect
                    of any obligation of the DBFO Co of a continuing nature,
                    then the DBFO Co shall recommence the performance of such
                    obligation (and the Secretary of State shall cease the
                    taking of such steps) upon the later to occur of:

                    24.5.5.1  the date on which the DBFO Co proves to the
                              reasonable satisfaction of the Secretary of State
                              that it is capable of performing and will perform
                              such obligation in accordance with the terms of
                              this Agreement; and

                    24.5.5.2  the expiry of any agreement entered into by the
                              Secretary of State with any third party for the
                              performance of such obligation.

24.6      Removal of Personnel

          The Department's Nominee may require the DBFO Co to remove forthwith
          from the Site and Adjacent Areas any person who, in the opinion of the
          Department's Nominee, misconducts himself or is incompetent or
          negligent in the proper performance of his duties, or whose presence
          on the Site or Adjacent Areas is otherwise considered by the
          Department's Nominee to be undesirable, and such person shall not be
          again allowed upon the Site or the Adjacent Areas without the consent
          of the Department's Nominee.

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25.       STATUTORY POWERS

25.1      Application

          Whenever the exercise by the Secretary of State of any statutory power
          is necessary to enable the DBFO Co to perform any obligation under
          this Agreement, the provisions of this Clause 25 shall apply.

25.2      Procedure

          25.2.1    If the DBFO Co believes that the exercise by the Secretary
                    of State of any statutory power is necessary (or desirable)
                    to enable the DBFO Co to perform (or to perform more
                    expediently) any obligation under this Agreement, the DBFO
                    Co shall give notice to that effect to the Secretary of
                    State.

          25.2.2    Any notice given by the DBFO Co in accordance with Clause
                    25.2.1 shall:

                    25.2.2.1  clearly specify the action requested of the
                              Secretary of State, the duty of the DBFO Co under
                              this Agreement in respect of which such action is
                              requested and the reasons why such action by the
                              Secretary of State is required;

                    25.2.2.2  indicate the time by which the requested action is
                              required; and

                    25.2.2.3  set out any recommendation by the DBFO Co in
                              respect of the requested action.

          25.2.3    Within 21 days after receipt of a notice given in accordance
                    with Clause 25.2.1, the Secretary of State shall acknowledge
                    receipt of such notice and shall give his good faith
                    estimate of the date on which he will respond on the merits
                    of the request, provided that no such estimate shall be
                    binding on the Secretary of State.

          25.2.4    The Secretary of State shall respond to the merits of the
                    request contained in the notice given in accordance with
                    Clause 25.2.1 as soon as reasonably practicable in the
                    circumstances, taking into consideration, inter alia, any
                    requirement for consultation with the public or other
                    interested parties in connection with such request.

25.3      No Fetter on Discretion

          The Secretary of State shall consider on its merits in accordance with
          his statutory duties any request for action contained in a notice
          given in accordance with Clause 25.2.1. Without in any way limiting
          the discretion of the Secretary of State in responding to any such
          request, the Secretary of State shall, in reaching any such decision,
          give consideration in good faith, inter alia, to the matters set out
          in Clause 25.4. The decision of the Secretary of State on the merits
          of the request shall not be subject to review under the Disputes
          Resolution Procedure.

25.4      Relevant Considerations

          The considerations referred to in Clause 25.3 are the following:

          25.4.1    whether the Secretary of State has the statutory power to
                    take the action requested;

          25.4.2    whether there is any alternative course available to the
                    DBFO Co (and the cost of such alternative course) which
                    would not require action by the Secretary of State;

          25.4.3    the effect the requested action would have on the interests
                    of any third parties;

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          25.4.4    whether the timing and substance of the request is such as
                    to enable the Secretary of State to consider the merits of
                    the request in accordance with the principles of procedural
                    fairness (taking into account where appropriate the
                    necessity or desirability of consultation with other
                    interested parties); and

          25.4.5    whether the action requested would have any implications for
                    safety, either of Users or of any other third parties.

25.5      Refusal of Request

          25.5.1    This Clause 25.5 shall apply only in relation to a notice
                    pursuant to Clause 25.2.1 requesting the exercise by the
                    Secretary of State of a statutory power which is necessary
                    (and not merely desirable) to enable the DBFO Co to perform
                    (and not merely to perform more expediently or at a lower
                    cost) any obligation under this Agreement (a "Relevant
                    Notice").

          25.5.2    Subject to Clause 25.5.3, if, in the exercise of his
                    discretion, the Secretary of State refuses to take the
                    action requested in a Relevant Notice, then the DBFO Co
                    shall be relieved from liability under this Agreement to the
                    extent that by reason of such refusal the DBFO Co is not
                    able to perform the obligations identified in the request
                    contained in the notice given in accordance with Clause
                    25.2.1.

          25.5.3    The DBFO Co shall be relieved of its liability in accordance
                    with Clause 25.5.2 only if it has taken all steps necessary
                    to mitigate the effects of the refusal of the Secretary of
                    State to take the requested action.

          25.5.4    If the failure to take any action requested in a Relevant
                    Notice renders impossible (and not merely more expensive)
                    the DBFO Co's performance of this Agreement or has a
                    fundamental effect on the rights or obligations of the DBFO
                    Co under this Agreement, then the Parties shall negotiate
                    for a period of not less than 90 days in good faith in an
                    attempt to agree an alternative means of performance which
                    does not require the exercise of any statutory power and
                    which:

                    25.5.4.1  still provides substantially the same level of
                              service to the Secretary of State; and

                    25.5.4.2  does not involve the DBFO Co in any material
                              increase in cost or reduction of return.

                    If the Parties are unable to reach agreement within such
                    period of 90 days, the provisions of Clause 38.4 shall
                    apply.

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26.       STATUTORY UNDERTAKERS

26.1      Definitions

          For the purpose of this Clause 26:

          26.1.1    "Apparatus" means all apparatus (including apparatus as
                    defined in 1991 Act) located in, on, under, over, across,
                    along or adjacent to the Site or Adjacent Areas;

          26.1.2    "Authorised Functions" means each of the functions conferred
                    on the Secretary of State by the 1991 Act which the DBFO Co
                    is authorised by the Secretary of State from time to time to
                    exercise pursuant to Clause 26.4.1 or 26.4.5, as the case
                    may be;

          26.1.3    "Authorisation Period" means either the Contract Period or
                    the period commencing on the Commencement Date and expiring
                    10 years therefrom, whichever is shorter;

          26.1.4    "Bridge Authority" has the meaning given in Section
                    147(1)(b) of the 1991 Act;

          26.1.5    "Codes of Practice" means the codes of practice issued from
                    time to time pursuant to Part III of the 1991 Act;

          26.1.6    "Diversionary Works" means works involving the diversion,
                    change in level, protection or removal of Apparatus or other
                    works in relation to Apparatus which are necessary to
                    facilitate the execution of the Operations;

          26.1.7    "Highway Authority" has the same meaning as ascribed in the
                    Highways Act;

          26.1.8    "Major Highway Works" means both major highway works as
                    defined in Section 86(3) of the 1991 Act and major bridge
                    works as defined in Section 90(2) of the 1991 Act;

          26.1.9    "the Regulations" means regulations issued pursuant to Part
                    III of the 1991 Act;

          26.1.10   "the Renewed Authorisation Period" has the meaning given in
                    Clause 26.4.5.2;

          26.1.11   "Street Authority" has the meaning given in Section 49(1) of
                    the 1991 Act;

          26.1.12   "Street Works Licences" has the meaning given in Section
                    50(1) of the 1991 Act;

          26.1.13   "Sample Inspections" has the meaning given to it in the Code
                    of Practice entitled Code of Practice for Inspections;

          26.1.14   "Traffic Authority" has the meaning given in Section 121A of
                    the Road Traffic Regulation Act 1984;

          26.1.15   "Works for Road Purposes" has the meaning given in Section
                    86(2) of the 1991 Act;

          26.1.16   "1991 Act" means the New Roads and Street Works Act 1991;

          26.1.17   "1995 Order" means the Contracting Out (Highway Functions)
                    Order 1995 (SI 1995/1986); and

          26.1.18   "affected" or "affecting" shall be regarded as including the
                    meaning given to "affected" in Section 105(4) of the 1991
                    Act.

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26.2      Primary Duty of Co-ordination

          26.2.1    The DBFO Co covenants with the Secretary of State to use its
                    best endeavours to co-ordinate the execution of works of all
                    kinds affecting the Project Facilities and the surrounding
                    highway network:

                    26.2.1.1  in the interests of safety;

                    26.2.1.2  so as to minimise the inconvenience to persons
                              using the Project Facilities having regard in
                              particular to the needs of people with
                              disabilities;

                    26.2.1.3  so as to protect the structure of the Project
                              Facilities and the integrity of Apparatus;

                    and in accordance with all relevant Codes of Practice.

          26.2.2    The DBFO Co shall comply with such directions as to the
                    co-ordination of works of all kinds including the
                    co-ordination of works on streets other than the Project
                    Road, as the Secretary of State may give from time to time
                    consistent with Good Industry Practice.

26.3      General

          26.3.1    In constructing and operating the Project Facilities and
                    otherwise performing the Operations, the DBFO Co shall
                    comply with the 1991 Act, the Regulations, the Codes of
                    Practice and any requirements of Statutory Undertakers
                    notified to the DBFO Co or the Secretary of State pursuant
                    to the 1991 Act.

          26.3.2    The DBFO Co shall notify the Secretary of State of all
                    proposed Major Highway Works, Diversionary Works and Works
                    for Road Purposes necessary in connection with the
                    Operations and shall contract, commit or compromise in
                    respect of such works with Statutory Undertakers and carry
                    out any such works in accordance with the 1991 Act, the
                    Regulations, the Codes of Practice and the provisions of
                    this Clause 26.

          26.3.3    The DBFO Co will be responsible for all costs of, and shall
                    make all payments due to, Statutory Undertakers in
                    connection with any Diversionary Works and shall indemnify
                    the Secretary of State against all Losses or Claims of any
                    person arising out of or in connection with Diversionary
                    Works.

          26.3.4    Subject to Clauses 26.3.5 and 26.6.2 the Secretary of State
                    will pay to the DBFO Co within 28 days of receipt any monies
                    actually received by him from any Statutory Undertaker in
                    respect of the Project Facilities pursuant to any provision
                    of the 1991 Act, the Regulations or the Codes of Practice,
                    other than fees relating to Sample Inspections.

          26.3.5    If a contribution is made to the Secretary of State pursuant
                    to Section 78 of the 1991 Act then payment will only be made
                    to the DBFO Co if the contribution relates to costs actually
                    incurred or likely to be incurred by the DBFO Co during the
                    Contract Period and the DBFO Co shall pay to the Secretary
                    of State any contribution received if the contribution
                    relates to costs incurred or likely to be incurred outside
                    the Contract Period.

          26.3.6    At the request of the DBFO Co, and subject to an indemnity
                    for all costs including administrative costs, general staff
                    costs and overheads, the Secretary of State will use his
                    reasonable endeavours to recover all damages, losses,
                    charges, fees, contributions and costs due to the Secretary
                    of State as Street Authority in respect of the Project
                    Facilities pursuant to the 1991 Act, the Regulations or
                    Codes of Practice.

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          26.3.7    The DBFO Co shall provide to such person as may be nominated
                    from time to time by the Secretary of State such information
                    as may be prescribed pursuant to Sections 53 and 54 of the
                    1991 Act and such other information of which it becomes
                    aware which is eligible for registration and shall make such
                    payment or payments to such party as the Secretary of State
                    may require pursuant to Section 53(5) of the 1991 Act. The
                    DBFO Co shall maintain at all times a terminal linked to the
                    street works register for the purposes of giving and
                    receiving notices and information affecting the Project Road
                    and the surrounding road network.

          26.3.8    Subject to the provisions of Section 50 and Schedule 3 of
                    the 1991 Act, the Secretary of State will, as soon as is
                    reasonably practicable after receiving a request from the
                    DBFO Co, grant a Street Works Licence to the DBFO Co on the
                    following terms:

                    26.3.8.1  it shall be non-assignable;

                    26.3.8.2  it shall not inure beyond the shorter of the
                              Contract Period and the period during which the
                              Secretary of State is Street Authority in respect
                              of the Project Facilities;

                    26.3.8.3  it shall only be exercisable after consultation
                              with any affected Relevant Authority or person
                              owning Apparatus.

          26.3.9    [Clause not used].

          26.3.10   The DBFO Co shall notify the Secretary of State of any
                    possible offence committed or likely to be committed by a
                    Statutory Undertaker under the 1991 Act of which the DBFO Co
                    is or should reasonably be aware and shall provide such
                    information relating to such offence as may be specified by
                    the Secretary of State.

          26.3.11   The DBFO Co will at all times assist and facilitate the
                    Secretary of State in carrying out, and shall take all steps
                    necessary to ensure that the Secretary of State is able to
                    comply with, his duties under the 1991 Act, the Regulations
                    and the Codes of Practice.

          26.3.12   The DBFO Co and (if so requested by the DBFO Co by notice in
                    writing, but at the DBFO Co's cost) the Secretary of State
                    shall each take such actions as are (in the case of the DBFO
                    Co) appropriate or (in the case of the Secretary of State)
                    reasonably requested by the DBFO Co to inform all interested
                    parties of the DBFO Co's role on behalf of the Secretary of
                    State pursuant to Clauses 26.4 and 26.5.

26.4      Contracting Out of Functions

          26.4.1    Subject to the provisions of this Clause 26.4 and pursuant
                    to the 1995 Order, the DBFO Co is hereby authorised by the
                    Secretary of State as Street Authority, Highway Authority,
                    Bridge Authority and Traffic Authority (as the case may be)
                    for the Authorisation Period to exercise in respect of the
                    Project Facilities each of the functions of the Secretary of
                    State listed in Part 1 of Schedule 19.

          26.4.2    From the Commencement Date and for so long as any
                    authorisation made under this Clause 26.4. is effective, the
                    DBFO Co shall exercise properly and fully in respect of the
                    Project Facilities each of the Authorised Functions.

          26.4.3    The authorisation made under this Clause 26.4 in respect of
                    an Authorised Function is made on the following terms:

                    26.4.3.1  it shall be non assignable;

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                    26.4.3.2  the DBFO Co shall not delegate any such Authorised
                              Function.

          26.4.4    On or before the expiry of the Authorisation Period (or any
                    Renewed Authorisation Period) in respect of an Authorised
                    Function the DBFO Co may request the Secretary of State to
                    renew the authorisation for any period not exceeding 10
                    years from the date of renewal. The decision whether or not
                    to renew the authorisation in whole or in part shall be in
                    the absolute discretion of the Secretary of State. The
                    decision of the Secretary of State shall not be subject to
                    review under the Disputes Resolution Procedure.

          26.4.5    If, following a request under Clause 26.4.4, the Secretary
                    of State decides to renew the authorisation, he shall
                    confirm the same by notice in writing to the DBFO Co. Such
                    notice shall specify:

                    26.4.5.1  the function of the Secretary of State which the
                              DBFO Co is authorised to exercise in respect of
                              the Project Facilities; and

                    26.4.5.2  the authorisation period, which shall not exceed
                              the shorter of the Contract Period and 10 years
                              from the date of the renewal (the "Renewed
                              Authorisation Period").

          26.4.6    If the 1995 Order or any replacement order made under
                    Sections 69 and 77 of the Deregulation and Contracting Out
                    Act 1994 shall cease for whatever reason to be in effect,
                    the DBFO Co may request the Secretary of State to take such
                    action as necessary to bring into effect a further order in
                    respect of part or all of the functions the subject of the
                    original order. The provisions of Clauses 25.2, 25.3 and
                    25.4 (but for the avoidance-of doubt not Clause 25.5) shall
                    apply mutatis mutandis to any such request.

          26.4.7    In exercising the Authorised Functions the DBFO Co will act
                    in accordance with the principles of administrative law
                    which govern the conduct of the Secretary of State and,
                    without prejudice to the generality of the foregoing, will:

                    26.4.7.1  obey all relevant legal and procedural
                              requirements;

                    26.4.7.2  not take any decisions or actions which may be
                              considered perverse and liable to be quashed in a
                              court of law; and

                    26.4.7.3  obey the rules of natural justice.

          26.4.8    For so long as any authorisation under this Clause 26.4 is
                    effective the DBFO Co shall provide to the Department's
                    Nominee five copies of a formal monthly report on all
                    actions taken by the DBFO Co pursuant to the Authorised
                    Functions, including without limitation details of:

                    26.4.8.1  all notices given and received;

                    26.4.8.2  all directions and consents given to Statutory
                              Undertakers;

                    26.4.8.3  all agreements, commitments or compromises reached
                              with Statutory Undertakers with regard to
                              Diversionary Works; and

                    26.4.8.4  any arbitration proceedings commenced or proposed.

          26.4.9    Without prejudice to the generality of Clause 26.4.8, the
                    DBFO Co shall provide the Department's Nominee with copies
                    of all consents and directions given by the DBFO Co and all
                    notices given and received by the DBFO Co pursuant to the
                    1991 Act.

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          26.4.10   The DBFO Co shall indemnify the Secretary of State against
                    all Losses or Claims of any person arising out of or in
                    connection with the DBFO Co's exercise, purported exercise
                    or failure to exercise any of the Authorised Functions.

          26.4.11   If the DBFO Co fails to exercise any Authorised Function in
                    the manner set out in Clause 26.4.7 then the Secretary of
                    State may withdraw or suspend the authorisation in respect
                    of such Authorised Function and the DBFO Co shall indemnify
                    the Secretary of State against all costs incurred by him in
                    performing or engaging others to perform such Authorised
                    Function. Such suspension or withdrawal shall not be treated
                    by the DBFO Co as a repudiation by the Secretary of State.

          26.4.12   If an authorisation under this Clause 26.4 is revoked by the
                    Secretary of State, other than in accordance with Clause
                    26.4.11, then for the purposes of Section 73 of the
                    Deregulation and Contracting Out Act 1994 "relevant
                    contract" shall mean this Clause 26.4 and no other provision
                    of this Agreement.

26.5      Management of Operations affecting Apparatus

          26.5.1    If at any time an authorisation under Clause 26.4 is revoked
                    or expires (and is not renewed) the DBFO Co shall be
                    released from exercising and shall not exercise the relevant
                    Authorised Function. Subject to Clause 26.5.3, the DBFO Co
                    shall instead perform those services set out in Part 2 of
                    Schedule 19 (if any) which relate to the same function of
                    the Secretary of State as the Authorised Function which has
                    been revoked or has expired.

          26.5.2    In addition to its obligations under Clause 26.4 or Clause
                    26.5.1 as the case may be but subject to Clause 26.5.3, the
                    DBFO Co shall throughout the Contract Period perform the
                    services set out in Part 3 of Schedule 19.

          26.5.3    In carrying out its services pursuant to this Clause 26.5,
                    the DBFO Co shall not contract with, enter into binding
                    commitments with, compromise with, give a notice of
                    intention to proceed to, impose obligations upon, issue
                    Street Works Licences to or seek to recover costs from
                    Statutory Undertakers or carry out works affecting Statutory
                    Undertakers without the prior written approval of the
                    Secretary of State.

          26.5.4    For the purposes of Clause 26.5.3, the approval of the
                    Secretary of State may be given from time to time either in
                    terms relating to a particular contract, commitment,
                    compromise or works or upon terms relating to particular
                    classes of contracts, commitment, compromise or works.

26.6      The Secretary of State's Responsibility

          26.6.1    Without prejudice to the DBFO Co's obligations pursuant to
                    Clause 26.3.12 the Secretary of State shall:

                    26.6.1.1  from time to time, at the request of DBFO Co,
                              notify Statutory Undertakers that, subject to the
                              terms and conditions set out in this Clause 26,
                              the DBFO Co will be exercising the Authorised
                              Functions or will be performing the services set
                              out in Clause 26.5 (as the case may be);

                    26.6.1.2  notify the DBFO Co promptly of any Statutory
                              Undertaker's requirements or notices or any
                              notices from Street Authorities for streets other
                              than the Project Road (but which affect the
                              Project Road) which he receives pursuant to the
                              1991 Act, the Regulations or the Codes of
                              Practice.

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          26.6.2    If works are necessary as a consequence of an event
                    described in Section 82(2) of the 1991 Act then those works
                    shall be considered as a Department's Change in
                    Specification and any sums received by the Secretary of
                    State from any Statutory Undertaker shall not be subject to
                    Clause 26.3.4.

26.7      Yorkshire Electricity

          The DBFO Co acknowledges that the Secretary of State has settled two
          invoices from Yorkshire Electricity in the amount of (pound)282,808.33
          and (pound)664,599.58 in respect of the diversion of the 132 Kv
          overhead lines at Rothwell Haigh and Lofthouse which, if such invoices
          had been issued after the date of this Agreement, would have been the
          responsibility of the DBFO Co. The DBFO Co shall, without further
          demand by the Secretary of State, repay (or procure the repayment) to
          the Secretary of State on or before 14th May 1996 the sum of
          (pound)947,407.91 and if it fails to do so such sum shall bear
          interest in accordance with Clause 30.7.

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26A.      OTHER FUNCTIONS OF THE SECRETARY OF STATE

26A.1     Definitions

          For the purpose of this Clause 26A:

          26A.1.1   "Highway Authority" has the same meaning as ascribed in the
                    Highways Act;

          26A.1.2   "Statutory Provisions" means the provisions of the statutes
                    and regulations set out in Schedule 21 and (subject to
                    Clause 26A.3.7.3) the provisions of any statute or
                    regulation which the Secretary of State has authorised the
                    DBFO Co to exercise pursuant to Clause 26A.3.7;

          26A.1.3   "Third Party" means any third party (but excluding any
                    Statutory Undertaker to the extent that the provisions of
                    Clause 26 apply in relation to such Statutory Undertaker in
                    any particular case);

          26A.1.4   "Third Party Authorised Functions" means each of the
                    functions conferred on the Secretary of State by the
                    Statutory Provisions, which the DBFO Co is authorised by the
                    Secretary of State from time to time to exercise pursuant to
                    Clause 26A.3. 1, Clause 26A.3.5 or (subject to Clause
                    26A.3.7.3) Clause 26A.3.7;

          26A.1.5   "Third Party Authorisation Period" means, in the case of an
                    authorisation pursuant to Clause 26A.3.1, either the
                    Contract Period or the period commencing on the Commencement
                    Date and expiring 10 years therefrom, whichever is shorter
                    or, in the case of an authorisation pursuant to Clause
                    26A.3.7.3, the period specified in the notice given by the
                    Secretary of State pursuant to Clause 26A.3.7.2.2;

          26A.1.6   "Third Party Renewed Authorisation Period" has the meaning
                    given in Clause 26A.3.5.2;

          26A.1.7   "1995 Order" means the Contracting Out (Highway Functions)
                    Order 1995 (SI 1995/1986).

26A.2     General

          26A.2.1   Without limitation to Clause 3.4, the DBFO Co will at all
                    times assist and facilitate the Secretary of State in
                    carrying out, and shall take all steps necessary to ensure
                    that the Secretary of State is able to comply with, his
                    duties under the Statutory Provisions.

          26A.2.2   The DBFO Co shall take such actions as are appropriate to
                    inform all interested parties of its role on behalf of the
                    Secretary of State pursuant to Clauses 26A.3 and 26A.4.

26A.3     Contracting Out of Functions

          26A.3.1   Subject to the provisions of this Clause 26A.3 and pursuant
                    to the 1995 Order, the DBFO Co is hereby authorised by the
                    Secretary of State as Highway Authority and as Minister
                    under the Parish Councils Act 1957 (as the case may be) for
                    the Third Party Authorisation Period to exercise in respect
                    of the Project Facilities each of the functions of the
                    Secretary of State listed in Schedule 21.

          26A.3.2   From the Commencement Date and for so long as any
                    authorisation made under this Clause 26A.3 is effective, the
                    DBFO Co shall exercise properly and fully in respect of the
                    Project Facilities each of the Third Party Authorised
                    Functions.

          26A.3.3   The authorisation made under this Clause 26A.3 in respect of
                    a Third Party Authorised Function is made on the following
                    terms:

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                    26A.4.3.1 it shall be non assignable;

                    26A.4.3.2 the DBFO Co shall not delegate any such Third
                              Party Authorised Function.

          26A.3.4   On or before the expiry of the Third Party Authorisation
                    Period (or any Third Party Renewed Authorisation Period) in
                    respect of a Third Party Authorised Function the DBFO Co may
                    request the Secretary of State to renew the authorisation
                    for any period not exceeding 10 years from the date of
                    renewal. The decision whether or not to renew the
                    authorisation in whole or in part shall be in the absolute
                    discretion of the Secretary of State. The decision of the
                    Secretary of State shall not be subject to review under the
                    Disputes Resolution Procedure.

          26A.3.5   If, following a request under Clause 26A.3.4, the Secretary
                    of State decides to renew the authorisation, he shall
                    confirm the same by notice in writing to the DBFO Co. Such
                    notice shall specify:

                    26A.3.5.1 the function of the Secretary of State which the
                              DBFO Co is authorised to exercise in respect of
                              the Project Facilities; and

                    26A.3.5.2 the authorisation period, which shall not exceed
                              the shorter of the Contract Period and 10 years
                              from the date of the renewal (the "Third Party
                              Renewed Authorisation Period").

          26A.3.6   If the 1995 Order or any replacement order made under
                    Sections 69 and 77 of the Deregulation and Contracting Out
                    Act 1994 shall cease for whatever reason to be in effect,
                    the DBFO Co may request the Secretary of State to take such
                    action as necessary to bring into effect a further order in
                    respect of part or all of the functions the subject of the
                    original order. The provisions of Clauses 25.2, 25.3 and
                    25.4 (but for the avoidance of doubt not Clause 25.5) shall
                    apply mutatis mutandis to any such request.

          26A.3.7   The DBFO Co may at any time and from time to time request
                    the Secretary of State to authorise it to exercise any one
                    or more of the functions conferred on the Secretary of State
                    by the provisions of any of the statutes or regulations set
                    out in any of the schedules to the 1995 Order (other than
                    those functions authorised pursuant to Clause 26A.3.1 and
                    Clause 26.4.1) and the following provisions shall apply to
                    any such request by the DBFO Co:

                    26A.3.7.1 the provisions of Clauses 25.2, 25.3 and 25.4 (but
                              for the avoidance of doubt not Clause 25.5) shall
                              apply mutatis mutandis in relation to any such
                              request pursuant to this Clause 26A.3.7;

                    26A.3.7.2 if the Secretary of State decides to make any such
                              authorisation, he shall confirm the same by a
                              notice in writing to the DBFO Co. Such notice
                              shall specify:

                              26A.3.7.2.1 the function(s) of the Secretary of
                                          State which the DBFO Co is authorised
                                          to exercise in respect of the Project
                                          Facilities;

                              26A.3.7.2.2 the authorisation period, which shall
                                          not exceed the shorter of the Contract
                                          Period and 10 years from the date of
                                          the grant of the authorisation; and

                    26A.3.7.3 each of the statutes or regulations setting out
                              one of the functions so authorised shall be deemed
                              to be a Statutory Provision from the date of the
                              authorisation and the provisions of this Clause
                              26A applicable to Third Party Authorised Functions
                              (other than this Clause 26A.3.7) shall apply
                              mutatis mutandis in respect of such function from
                              such date.

                    The decision of the Secretary of State whether or not to
                    accede to any request of the DBFO Co pursuant to this Clause
                    26A.3.7 in whole or in part shall not be subject to review
                    under the Disputes Resolution Procedure.

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          26A.3.8   In exercising the Third Party Authorised Functions the DBFO
                    Co will act in accordance with the principles of
                    administrative law which govern the conduct of the Secretary
                    of State and, without prejudice to the generality of the
                    foregoing, will:

                    26A.3.8.1 obey all relevant legal and procedural
                              requirements;

                    26A.3.8.2 not take any decisions or actions which may be
                              considered perverse and liable to be quashed in a
                              court of law; and

                    26A.3.8.3 obey the rules of natural justice.

          26A.3.9   For so long as any authorisation under this Clause 26A.3 is
                    effective the DBFO Co shall provide to the Department's
                    Nominee five copies of a formal monthly report on all
                    actions taken by the DBFO Co or which the DBFO Co is aware
                    of relating to the Third Party Authorised Functions,
                    including without limitation details of:

                    26A.3.9.1 all notices given and received;

                    26A.3.9.2 all directions, permissions and consents given to
                              Third Parties in the exercise of any Third Party
                              Authorised Functions;

                    26A.3.9.3 all agreements, commitments or compromises reached
                              with Third Parties in the exercise of any Third
                              Party Authorised Functions; and

                    26A.3.9.4 any legal proceedings (including without
                              limitation any appeals) commenced or proposed or
                              threatened to be commenced in relation to any
                              Statutory Provision or the exercise of any Third
                              Party Authorised Function.

          26A.3.10  Without prejudice to the generality of Clause 26A.3.9, the
                    DBFO Co shall provide the Department's Nominee with copies
                    of all permissions, consents, directions and proceedings
                    issued by the DBFO Co and all notices given and received by
                    the DBFO Co and all proceedings (including without
                    limitation any appeals) commenced against the DBFO Co in
                    respect of any Statutory Provision or the exercise of any
                    Third Party Authorised Function.

          26A.3.11  The DBFO Co shall indemnify the Secretary of State against
                    all Losses or Claims of any person arising out of or in
                    connection with the DBFO Co's exercise, purported exercise
                    or failure to exercise any of the Third Party Authorised
                    Functions.

          26A.3.12  If the DBFO Co fails to exercise any Third Party Authorised
                    Function in the manner referred to in Clause 26A.3.8, then
                    the Secretary of State may withdraw or suspend the
                    authorisation in respect of such Third Party Authorised
                    Function and the DBFO Co shall indemnify the Secretary of
                    State against all costs reasonably and properly incurred by
                    him in performing or engaging others to perform such
                    Authorised Function. Such suspension or withdrawal shall not
                    be treated by the DBFO Co as a repudiation by the Secretary
                    of State.

          26A.3.13  If an authorisation under this Clause 26A.3 is revoked by
                    the Secretary of State, other than in accordance with Clause
                    26A.3.12, then for the purposes of Section 73 of the
                    Deregulation and Contracting Out Act 1994 "relevant
                    contract" shall mean this Clause 26A.3 and no other
                    provision of this Agreement.

26A.4     Management of Operations

          26A.4.1   If at any time and from time to time:

                    26A.4.1.1 an authorisation under Clause 26A.3 is revoked or
                              expires (and is not renewed) the DBFO Co shall be
                              released from exercising and shall not exercise
                              the relevant Third Party Authorised Function and,
                              subject to Clause 26A.4.5 and unless otherwise
                              directed by the Secretary of State, the DBFO Co
                              shall instead perform those services set out in
                              Clause 26A.4.2 insofar as they apply to the

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                              same function of the Secretary of State as the
                              Third Party Authorised Function which has been
                              revoked or has expired;

                    26A.4.1.2 a Third Party requests the DBFO Co or the
                              Secretary of State (and the Secretary of State
                              notifies the DBFO Co of such request) to exercise
                              in relation to the Project Facilities or the
                              Operations any function of the Secretary of State
                              as Highway Authority under any statute or
                              regulation (other than a Third Party Authorised
                              Function) (an "Other Function"), then, subject to
                              Clause 26A.4.5 and unless otherwise directed by
                              the Secretary of State, the DBFO Co shall perform
                              those services set out in Clause 26A.4.2 insofar
                              as they apply to the Other Function.

          26A.4.2   In the circumstances referred to in Clauses 26A.4. 1.1 and
                    26A.4.1.2 , in relation to:

                    26A.4.2.1 any application for a permission, consent,
                              authorisation or other form of approval relating
                              to the Project Facilities or the execution of the
                              Operations the grant of which is required by Law
                              to be made by or on behalf of the Secretary of
                              State (an "Application"), the DBFO Co shall
                              assemble all requisite documentation to support
                              and explain the relevant Application and shall
                              prepare a recommendation in respect of (i) any
                              terms and conditions to be attached to any consent
                              to the Application (if relevant) and (ii) the
                              merits of the relevant Application, and submit the
                              same to the Secretary of State. Upon the Secretary
                              of State granting or refusing any Application, the
                              DBFO Co shall upon notice from the Secretary of
                              State take all necessary steps to give effect to
                              any such grant or refusal and comply with the
                              terms thereof,

                    26A.4.2.2 any proceedings commenced by a Third Party
                              relating to any decision made or condition imposed
                              on an Application ("Appeal"), the DBFO Co shall
                              assemble all requisite documentation and evidence
                              to defend the Appeal and shall prepare a
                              recommendation in respect of the merits of the
                              relevant Appeal and submit the same to the
                              Secretary of State;

                    26A.4.2.3 any power to carry out any works on the Project
                              Road by or on behalf of the Secretary of State and
                              to recover the expenses from any Third Party, the
                              DBFO Co shall assemble all relevant documentation
                              and evidence necessary to explain why the said
                              works should be carried out and prepare a
                              recommendation as to how the said expenses should
                              be recovered;

                    26A.4.2.4 any requirement for a notice or a direction to a
                              Third Party which is required by Law to be made by
                              or on behalf of the Secretary of State (a
                              "Direction"), the DBFO Co shall assemble all
                              requisite documentation to support and explain the
                              Direction and prepare a recommendation as to
                              whether the Direction should be made and the terms
                              thereof. Upon the Secretary of State making a
                              Direction the DBFO Co shall serve the Direction on
                              the relevant Third Party on behalf of the
                              Secretary of State;

                    26A.4.2.5 any power to manage, maintain or provide
                              facilities on any part of the Project Facilities
                              by or on behalf of the Secretary of State, the
                              DBFO Co shall prepare recommendations to the
                              Secretary of State as and when required by the
                              Secretary of State in respect of the exercise of
                              the aforementioned powers in relation to the
                              Project Facilities;

                    26A.4.2.6 any right of the Secretary of State as Highway
                              Authority in relation to the Project Facilities to
                              object to a proposed course of action by a Third
                              Party ("Objection"), the DBFO Co shall assemble
                              all requisite documentation and evidence in
                              relation to the Objection and prepare a
                              recommendation in relation to the Objection and
                              submit the same to the Secretary of State.

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          26A.4.3   As part of the Liaison Procedures the DBFO Co shall
                    establish with the Department's Representative a procedure
                    for the communication of the matters referred to in Clause
                    26A.4.2 to the Secretary of State.

          26A.4.4   Without limitation to Clause 3.4, the DBFO Co shall deal
                    with all matters relating to its obligations pursuant to
                    Clause 26A.4.2 in a timely and expeditious manner so as to
                    ensure that the Secretary of State is able to discharge or
                    exercise any relevant duty, power or discretion within the
                    time required by Law.

          26A.4.5   In carrying out its services pursuant to this Clause 26A.4,
                    the DBFO Co shall not contract with, enter into binding
                    commitments with, compromise with, give a notice of
                    intention to proceed to, impose obligations upon, respond to
                    any Application from or Appeal by, issue any Direction to or
                    seek to recover costs from any Third Party or carry out
                    works affecting any Third Party without the prior written
                    approval of the Secretary of State.

          26A.4.6   For the purposes of Clause 26A.4.5, the approval of the
                    Secretary of State may be given from time to time either in
                    terms relating to a particular matter relating to the
                    relevant Statutory Provision or upon terms relating to
                    particular classes of such matters.

          26A.4.7   Actions taken by the DBFO Co pursuant to this Clause 26A.4
                    shall not in any way limit or fetter the discretion of the
                    Secretary of State in the discharge or exercise of his
                    duties or powers. The decision of the Secretary of State on
                    the merits of any recommendation made by the DBFO Co
                    pursuant to Clause 26A.4.2 shall not be subject to review
                    under the Disputes Resolution Procedure.

26A.5     The Secretary of State's Responsibility

          Without prejudice to the DBFO Co's obligations pursuant to Clause
          26A.2.2, the Secretary of State shall:

          26A.5.1   from time to time, at the request of DBFO Co, notify Third
                    Parties that, subject to the terms and conditions set out in
                    this Clause 26A, the DBFO Co will be exercising the Third
                    Party Authorised Functions or will be performing the
                    services set out in Clause 26A.4 (as the case may be);

          26A.5.2   notify the DBFO Co promptly of any Third Parties'
                    requirements, notices or details of legal proceedings which
                    he receives relating to the Statutory Provisions.

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27.       OTHER THIRD PARTIES

27.1      Third Party Claims

          27.1.1    The DBFO Co shall deal with any complaints received (whether
                    received orally or in writing, and whether from a User or
                    others) in a prompt, courteous and efficient manner.

          27.1.2    If the DBFO Co receives any Claim from a third party
                    relating wholly to any period or any act or omission in
                    respect of the Project Facilities prior to the date of
                    execution of this Agreement, it shall promptly forward such
                    Claim to the Secretary of State. All other Claims from third
                    parties shall be dealt with in accordance with the
                    provisions of Clause 35.

27.2      Claims Against Third Parties

          27.2.1    As between the Secretary of State and the DBFO Co, the DBFO
                    Co will bear, without recourse to the Secretary of State,
                    any Loss suffered by the DBFO Co, its agents, contractors or
                    sub-contractors of any tier or the employees of any of them
                    which is:

                    27.2.1.1  caused by or results from the presence of any
                              persons not entitled to be upon the Site or the
                              Adjacent Areas (including, without limitation, any
                              Protestors); or

                    27.2.1.2  caused by the acts or omissions of any User of the
                              Project Facilities,

                    including without limitation any damage to property, any
                    personal injury or death, and any loss of income (including
                    without limitation any reduction in DBFO Payments).

          27.2.2    For the avoidance of doubt, nothing in Clause 27.2.1 shall
                    affect:

                    27.2.2.1  any right of the Secretary of State to make or
                              recover any Claim against any person referred to
                              in Clause 27.2.1 for damage suffered by the
                              Secretary of State, its agents or contractors
                              (other than the DBFO Co) or sub-contractors of any
                              tier or the employees of any of them, or

                    27.2.2.2  any right of the DBFO Co to make or recover any
                              Claim against any person referred to in Clause
                              27.2.1 for damage suffered by the DBFO Co, its
                              agents, contractors or sub-contractors of any
                              tier, or the employees of any of them.

          27.2.3    Subject to the prior consent of the Secretary of State (such
                    consent not to be unreasonably withheld or delayed and to be
                    on such terms as the Secretary of State may reasonably
                    require), the DBFO Co may if necessary bring any action
                    against a person referred to in Clause 27.2.1 in the name of
                    the Secretary of State, provided that the DBFO Co shall
                    indemnify and keep indemnified the Secretary of State
                    against all costs and expenses of and Losses and Claims
                    arising out of any such action.

27.3      Police

          The DBFO Co shall comply at all times with all instructions of the
          police in respect of the Project Facilities.

27.4      Interested Parties

          27.4.1    The DBFO Co shall discharge the Requirements of Interested
                    Parties.

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          27.4.2    Without limitation to Clause 27.4.1, the DBFO Co shall be
                    responsible for complying with any requirements of any
                    Interested Party of which the DBFO Co has notice or ought
                    reasonably to be aware from time to time.

27.5      Abnormal Indivisible Loads

          27.5.1    The Secretary of State shall promptly advise the DBFO Co of
                    any notice it receives of any Abnormal Indivisible Load to
                    be transported over the Project Road. The DBFO Co shall be
                    responsible for liaising with the police and other relevant
                    persons regarding any Abnormal Indivisible Load.

          27.5.2    For the avoidance of doubt, the provisions of Clause 27.2.1
                    shall apply in respect of any damage caused to the Project
                    Facilities by any such Abnormal Indivisible Load.

27.6      Litter Authority

          27.6.1    If and so long as required by the Secretary of State (by
                    notice) to do so, the DBFO Co shall discharge in respect of
                    the Project Road (or any part thereof) the duties of the
                    Secretary of State under Sections 89(1) and 89(2) of the
                    Environmental Protection Act 1990. In discharging those
                    duties, the DBFO Co shall have regard to any codes of
                    practice in force under Section 89(7) of such Act from time
                    to time.

          27.6.2    For the avoidance of doubt, in respect of any period during
                    which, or any part of the Project Road in respect of which,
                    the Secretary of State has not given a notice pursuant to
                    Clause 27.6.1, the DBFO Co shall procure access for the
                    Relevant Authority in accordance with Clause 12.4.2 to
                    discharge the duties under Sections 89(1) and 89(2) of the
                    Environmental Protection Act 1990.

27.7      Shared Facilities

          27.7.1    If any electrical power supply serving the Project
                    Facilities also serves any facilities (other than the
                    Project Facilities) for which the Secretary of State is the
                    highway authority, then:

                    27.7.1.1  the DBFO Co shall use all reasonable endeavours to
                              procure at the earliest date practicable the
                              installation of separate meters measuring only the
                              supply of electricity used in respect of the
                              Project Facilities and shall make payment for such
                              supply directly to the provider of such supply;
                              and

                    27.7.1.2  in respect of any period during which there are no
                              such separate meters installed, the Secretary of
                              State shall in the first instance meet the cost of
                              such supply and he shall be reimbursed by the DBFO
                              Co a proportion of such cost equal to the ratio of
                              the power rating of the DBFO Co's equipment which
                              is connected to that supply to the power rating of
                              all equipment which is connected to that supply.

          27.7.2    For the avoidance of doubt, save to the extent otherwise
                    agreed by the DBFO Co with the relevant third party, the
                    DBFO Co shall be fully responsible, at its expense, for the
                    operation and maintenance of any shared facilities forming
                    part of the Project Facilities (including, without
                    limitation, those set out in Part 4A of Schedule 3 [Shared
                    Facilities]).

27.8      Liaison Procedures

          Whenever the DBFO Co is required by this Agreement to take any action
          in accordance with the Liaison Procedures, it shall take such action
          in accordance with the procedures set out in or agreed in accordance
          with the provisions of Schedule 16.

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27.9      Acts of Terrorism

          27.9.1    Without prejudice and in addition to Clause 33 [Force
                    Majeure], the following provisions shall apply in respect of
                    any damage to the Project Road caused by an act of terrorism
                    referred to in paragraph 1.5 of Part 2 of Schedule 11 (for
                    the avoidance of doubt, not being any act by or damage by or
                    resulting from any persons not entitled to be upon the Site
                    or Adjacent Areas and who are engaged in a protest action
                    against the construction or operation of the Project Road or
                    against the construction or operation of highways
                    generally).

          27.9.2    In the event that any damage to the Project Road is caused
                    by an act of terrorism to which this Clause 27.9 applies,
                    the DBFO Co shall promptly give notice to the Secretary of
                    State identifying such damage. The Parties shall endeavour
                    to agree the required remedial action to be taken to enable
                    the Project Road to be returned to a standard complying with
                    the O&M Requirements and as would enable the DBFO Co at the
                    end of the Contract Period to satisfy the requirements of
                    Clause 17.1 [Handback Requirements] on the assumption that
                    the DBFO Co complied with its obligations as to operation
                    and maintenance of the Project Road under this Agreement,
                    and in default of agreement the Dispute shall be referred to
                    the Disputes Resolution Procedure.

          27.9.3    The DBFO Co shall be responsible for the execution (at its
                    own cost) of all necessary remedial works ("Terrorist
                    Remedial Works") in respect of such damage agreed or
                    determined under Clause 27.9.2.

          27.9.4    The following provisions shall apply in relation to the
                    imposition of Lane Closure Charges in respect of any lane
                    closures on the Project Road as a result of the carrying out
                    of the Terrorist Remedial Works:

                    27.9.4.1  the Parties shall seek to agree upon a Permitted
                              Closure (as defined in Clause 15.4.3.1) in respect
                              of each affected section of the Project Road in
                              respect of the Terrorist Remedial Works prior to
                              their commencement;

                    27.9.4.2  if the Parties shall fail to agree upon any
                              Permitted Closure within 45 days after the date on
                              which the Terrorist Remedial Works are agreed or
                              determined under Clause 27.9.2, the Dispute shall
                              be referred to the Disputes Resolution Procedure;

                    27.9.4.3  to the extent that any actual lane closure on a
                              particular section of the Project Road exceeds the
                              Permitted Closure for that section (whether as to
                              the number of lanes, duration or otherwise), Lane
                              Closure Charges will be payable by the DBFO Co in
                              respect of that closure in accordance with Part 3
                              of Schedule 9.

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                                     PART IV
                                    PAYMENTS

28.       MEASUREMENT OF TRAFFIC

28.1      Measurement Method

          At all times from and after the date of issue of the Permit to Use,
          the traffic using the Project Road shall be continuously measured by
          the DBFO Co at each Measurement Point using the Measuring Equipment.

28.2      Measurement Points

          28.2.1    Each of the following shall be a Measurement Point for the
                    purposes of this Agreement:

                    28.2.1.1  each of the points so designated on drawings
                              numbered C2/09/100/14 Revision B, C1/09/100/01
                              Revision C, C3/09/100/01 Revision B and
                              C3/09/100/02 Revision C contained in Part 7 of
                              Schedule 3; and

                    28.2.1.2  if as a result of any Subsequent Scheme,
                              Additional Works or otherwise the Measurement
                              Points specified in Clause 28.2.1.1 shall be
                              insufficient or inadequate to Measure accurately
                              all traffic using the Project Road, such other
                              point or points as necessary to Measure such
                              traffic accurately.

          28.2.2    If there is any Dispute between the DBFO Co and the
                    Department's Representative as to the need for or location
                    of any Measurement Point referred to in Clause 28.2.1.2 or
                    as to any amendment required to Part 6 of Schedule 9 as a
                    consequence of the addition of any such Measurement Point,
                    such Dispute shall at the request of either be submitted to
                    the Disputes Resolution Procedure.

          28.2.3    The Secretary of State shall bear the cost of any additional
                    Measurement Point required pursuant to Clause 28.2.1.2 as a
                    result of any Additional Works. The DBFO Co shall bear the
                    cost of any other Measurement Point required pursuant to
                    Clause 28.2.1.2.

28.3      Measuring Equipment

          28.3.1    The DBFO Co shall provide and install (at its own cost, save
                    as provided in Clause 28.2.3) the following equipment (the
                    "Measuring Equipment") at each Measurement Point:

                    28.3.1.1  one set of vehicle detection equipment meeting the
                              specification set out in Section A of Part 1 and
                              Section A of Part 2 of Schedule 17; and

                    28.3.1.2  all other measuring and verification equipment
                              (together with necessary housings, appliances and
                              buildings) required to Measure the traffic passing
                              the Measurement Point.

          28.3.2    The Measuring Equipment shall be capable of classifying each
                    vehicle passing the Measurement Point into one of the
                    following categories:

                    28.3.2.1  HGVs; and

                    28.3.2.2  Other Vehicles.

          28.3.3    The DBFO Co shall provide and install at its own cost at the
                    Measurement Point so designated on drawing numbered C
                    1/09/100/01 Revision C contained in Part 7 of Schedule 3

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                    the following equipment (the "Traffic Census Equipment") in
                    addition to the Measuring Equipment:

                    28.3.3.1  one set of vehicle detection equipment meeting the
                              specification set out in Section B of Part 1 and
                              Section B of Part 2 of Schedule 17; and

                    28.3.3.2  such cables or other means of electronic data
                              transmission as necessary to connect the equipment
                              referred to in Clause 28.3.3.1 to the public
                              service telephone network.

          28.3.4    The Measuring Equipment and the Traffic Census Equipment
                    shall include such alternative facilities as may reasonably
                    be required to ensure that failure or withdrawal for
                    maintenance or adjustment of any individual component does
                    not materially affect the Measurement of traffic by the
                    Measuring Equipment or the Traffic Census Equipment (as the
                    case may be).

          28.3.5    Prior to the installation or replacement of any component of
                    the Measuring Equipment or Traffic Census Equipment which
                    may materially affect the accuracy of Measurement of such
                    Measuring Equipment or Traffic Census Equipment, the DBFO Co
                    shall notify the Department's Representative of the design
                    and type of such equipment and such notice shall be dealt
                    with under the Review Procedure.

          28.3.6    Without limitation to Clause 28.3.4, the DBFO Co shall
                    install, maintain, repair, replace and operate all Measuring
                    Equipment and Traffic Census Equipment in accordance with
                    Good Industry Practice.

          28.3.7    The Secretary of State shall be entitled at any time and
                    from time to time to install and operate (at its own expense
                    and risk) at any Measurement Point:

                    28.3.7.1  check measuring equipment to check the Measurement
                              of the traffic at such Measurement Point; and/or

                    28.3.7.2  equipment linked directly to the Measuring
                              Equipment;

                    to provide at the Secretary of State's premises independent
                    confirmation and/or direct readings of the Measurement of
                    the traffic at such Measurement Point.

          28.3.8    Any equipment installed by the Secretary of State pursuant
                    to Clause 28.3.7 shall be compatible with and shall not
                    interfere with the use or operation of the Measuring
                    Equipment.

28.4      Verification

          28.4.1    The DBFO Co shall Verify the Measuring Equipment and the
                    Traffic Census Equipment at each Measurement Point at least
                    once in every 90 days or at such other frequency as may be
                    agreed by the Department's Representative. Without
                    limitation to Clause 28.7.1 the DBFO Co shall adjust such
                    Measuring Equipment to read centrally and accurately within
                    the limits of accuracy set out in paragraph 2 of Section A
                    of Part 1 of Schedule 17 (the "Measurement Limits of
                    Accuracy") and shall adjust such Traffic Census Equipment to
                    read centrally and accurately within the limits of accuracy
                    set out in paragraph 2 of Section B of Part 1 of Schedule 17
                    (the "Census Limits of Accuracy").

          28.4.2    The DBFO Co shall give to the Department's Representative
                    reasonable notice of the date and time of any Verification
                    pursuant to Clause 28.4.1 and the Department's
                    Representative shall be entitled to attend and witness any
                    such Verification. The Department's Representative may
                    require the DBFO Co to Verify any Measuring Equipment or the
                    Traffic Census Equipment at any other time.

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          28.4.3    Verifications shall be made at the expense of the DBFO Co,
                    except that the Secretary of State shall bear the costs of
                    the attendance of the Department's Representative at any
                    Verification and the whole expense of any Verification
                    (other than periodic) made at the request of the
                    Department's Representative if the Measuring Equipment or
                    Traffic Census Equipment (as the case may be) is found to be
                    registering within the Measurement Limits of Accuracy or
                    Census Limits of Accuracy (as the case may be).

28.5      Collection of Data

          28.5.1    The DBFO Co shall procure that the Traffic Data is collected
                    at such times and in such format as will enable the DBFO Co
                    to prepare the Monthly Report.

          28.5.2    Subject to Clause 28.7.2, if there is more than one set of
                    vehicle detection equipment measuring the same flow of
                    traffic at a Measurement Point, then the traffic passing the
                    Measurement Point during any period shall be deemed to be
                    the average of the figures produced by each of such sets of
                    vehicle detection equipment during such period. Such average
                    shall be calculated and provided to the Secretary of State
                    in the Monthly Report together with the figures produced for
                    each of such sets of vehicle detection equipment.

28.6      Inspection and Auditing

          The Department's Representative shall be entitled at all reasonable
          times to inspect:

          28.6.1    any Measuring Equipment and the Traffic Census Equipment;
                    and

          28.6.2    any charts or other measurement or test data relating to the
                    Measuring Equipment or the Traffic Census Equipment.

28.7      Correction of Defects

          28.7.1    If at any time any Measuring Equipment is found to be
                    defective or measuring outside the Measurement Limits of
                    Accuracy, the DBFO Co shall as soon as practicable adjust
                    such equipment (the "Defective Equipment") to read centrally
                    and accurately within such limits or (if that is not
                    possible) shall replace it with serviceable equipment

          28.7.2    If the Defective Equipment comprises only one of two or more
                    sets of vehicle detection equipment at a Measurement Point,
                    then the calculation for the relevant Measurement Point
                    pursuant to Clause 28.5.2 shall be retrospectively
                    corrected, excluding from such calculations the data from
                    such defective set of vehicle detection equipment from the
                    time when such set of vehicle detection equipment became
                    defective or (where that time cannot be established) from
                    the time which is the mid-point between the last
                    Verification which indicated that the set of vehicle
                    detection equipment was operating within the Measurement
                    Limits of Accuracy and the next following Verification.

          28.7.3    In all other circumstances where there is any Defective
                    Equipment, the Traffic Data from the relevant Measurement
                    Point or (where there are two or more sets of vehicle
                    detection equipment at a Measurement Point) the calculations
                    for the relevant Measurement Point pursuant to Clause 28.5.2
                    shall be retrospectively corrected from the time when such
                    equipment became defective (or where two or more sets of
                    vehicle detection equipment are defective, from the time
                    when the second such set of vehicle detection equipment
                    became defective) or (where that time cannot be established)
                    from the time which is the mid-point between the last
                    Verification which indicated that the equipment was
                    operating within the Measurement Limits of Accuracy and the
                    next following Verification.

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          28.7.4    Calculations shall be corrected for purposes of Clause
                    28.7.3 by applying the methods set out below in the order in
                    which they appear:

                    28.7.4.1  by using the readings recorded by any check
                              measuring equipment, provided that such equipment
                              is operating within the Measurement Limits of
                              Accuracy. If such equipment is not operating
                              accurately or if no such equipment has been
                              installed, then

                    28.7.4.2  by correcting the error if the percentage of error
                              is ascertainable to the satisfaction of the DBFO
                              Co and the Department's Representative by
                              calibration, test or mathematical calculation. If
                              the percentage of error is not so ascertainable,
                              then

                    28.7.4.3  by using the readings recorded during the
                              comparable period of the immediately preceding
                              month, provided the relevant equipment was
                              operating within the Measurement Limits of
                              Accuracy during such period. If such equipment was
                              not operating accurately or if there are no such
                              readings, then

                    28.7.4.4  by estimating the number and classification of
                              vehicles by reference to Measurements made under
                              similar circumstances when the Defective Equipment
                              was registering accurately. If there is any
                              Dispute between the DBFO Co and the Department's
                              Representative on any such estimate, then such
                              Dispute shall at the request of either be
                              submitted to the Disputes Resolution Procedure.

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29.       CALCULATION OF PAYMENTS

29.1      DBFO Payments

          29.1.1    In consideration for the conduct of the Operations from the
                    date of this Agreement but subject to the provisions of
                    Clause 29.2 (in particular, but without limitation, Clause
                    29.2.1), the Secretary of State shall pay to the DBFO Co in
                    respect of each Contract Year an amount (the "DBFO Payment")
                    determined in accordance with the following formula:

                    P = TP - LCC + SPP + CS

                    where:

                      P       =   the DBFO Payment in respect of the Contract
                                  Year.

                      TP      =   the Traffic Payment in respect of the Contract
                                  Year, calculated in accordance with Part 2 of
                                  Schedule 9.

                      LCC     =   the Lane Closure Charge in respect of the
                                  Contract Year, calculated in accordance with
                                  Part 3 of Schedule 9.

                      SPP     =   the Safety Performance Payment in respect of
                                  the Contract Year, calculated in accordance
                                  with Part 4 of Schedule 9.

                      CS      =   the aggregate of all Commuted Sums, calculated
                                  in accordance with paragraph 6 of Part 1 of
                                  Schedule 12, payable in respect of the
                                  Contract Year (the "Aggregate Commuted Sum").

          29.1.2    Subject to paragraph 6 of Part 3 of Schedule 9, the DBFO
                    Payment in respect of a Contract Year shall be paid in
                    monthly instalments in accordance with Clause 29.3
                    [Provisional DBFO Payments], as adjusted in accordance with
                    Clause 29.4 [Annual Reconciliation].

29.2      Commencement of Payments

          29.2.1    Notwithstanding any other provision of this Agreement, no
                    DBFO Payment (including any provisional DBFO Payment
                    pursuant to Clause 29.3) shall be payable by the Secretary
                    of State to the DBFO Co in respect of any vehicle kilometres
                    measured in respect of any part of the Project Road during
                    any period prior to the Permit to Use Date. The Traffic
                    Payment payable in respect of the Contract Year during which
                    the Permit to Use Date occurs shall be calculated in
                    accordance with Part 1 of Schedule 9.

          29.2.2    Notwithstanding the provisions of Clauses 29.1 and 29.2.1
                    (but subject to paragraph 6 of Part 3 of Schedule 9), in
                    respect of any period following the issue of the Permit to
                    Use in respect of the New Road but prior to the issue of the
                    Completion Certificate, the DBFO Co shall be entitled to
                    receive:

                    29.2.2.1  in respect of any Monthly Traffic Payment, only 80
                              per cent of the sum which would otherwise be
                              payable under the other provisions of this Clause
                              29 in respect of that Monthly Traffic Payment; and

                    29.2.2.2  in respect of the Traffic Payment for the Contract
                              Year in which such period (or any part of it)
                              falls, the amount determined in accordance with
                              paragraph 2 of Part 1 of Schedule 9.

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29.3      Provisional DBFO Payments

          29.3.1    Subject to Clauses 29.2.1, 29.3.2 and 29.3.3 and to
                    paragraph 6 of Part 3 of Schedule 9, the Secretary of State
                    shall pay to the DBFO Co in respect of each month during a
                    Contract Year, as a provisional payment in respect of the
                    DBFO Payment for that Contract Year (the "Provisional
                    Monthly Payment"), the aggregate of:

                    29.3.1.1  the aggregate of all Relevant Monthly Amounts
                              payable in respect of such month in accordance
                              with paragraph 6 of Part 1 of Schedule 12 (the
                              "Aggregate Relevant Monthly Amount"); and

                    29.3.1.2  an amount (the "Monthly Traffic Payment") equal to
                              the Traffic Payment for the Contract Year
                              immediately prior to the Contract Year in
                              question, divided by 12.

          29.3.2    For purposes of Clause 29.3.1:

                    29.3.2.1  the Monthly Traffic Payment in respect of each
                              month during the first Contract Year in respect of
                              which payments are to be made under this Agreement
                              shall be (pound)4,000,000; and

                    29.3.2.2  the Monthly Traffic Payment in respect of each
                              month during the next succeeding Contract Year
                              shall be the Traffic Payment for such first
                              Contract Year divided by the number of whole or
                              partial months during such first Contract Year in
                              respect of which Monthly Traffic Payments were
                              required to be made under this Agreement.

          29.3.3    If the Traffic Payment for the preceding Contract Year has
                    not been determined in accordance with Part 2 of Schedule 9
                    at the time the Monthly Traffic Payment in respect of any
                    month is to be determined for the purposes of Clause 29.3.1,
                    then the Monthly Traffic Payment applicable immediately
                    prior to the beginning of the Contract Year in which such
                    month falls shall be used as the Monthly Traffic Payment in
                    respect of such month. For the avoidance of doubt, once the
                    Traffic Payment for the preceding Contract Year has been
                    determined, the Monthly Traffic Payment in respect of all
                    subsequent months in the Contract Year in question shall be
                    determined as provided in Clause 29.3.1, but no adjustment
                    shall be made in respect of any Monthly Traffic Payments
                    previously made other than in accordance with Clause 29.4.

29.4      Annual Reconciliation

          29.4.1    Not later than 28 days following the end of each Contract
                    Year the DBFO Co shall notify the Secretary of State of the
                    following information:

                    29.4.1.1  the actual DBFO Payment in respect of such
                              Contract Year, determined in accordance with
                              Clause 29.1.1;

                    29.4.1.2  the total of the Monthly Traffic Payments,
                              Aggregate Relevant Monthly Amounts and Permitted
                              O&M Payments paid in respect of such Contract
                              Year;

                    29.4.1.3  the amount payable by the Secretary of State to
                              the DBFO Co in respect of the DBFO Payment, being
                              the amount by which the amount in Clause 29.4.1.1
                              exceeds the amount in Clause 29.4.1.2, or the
                              amount payable by the DBFO Co to the Secretary of
                              State in respect of the DBFO Payment, being the
                              amount by which the amount in Clause 29.4.1.2
                              exceeds the amount in Clause 29.4.1.1;

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                    29.4.1.4  any Value Added Tax payable on the amount payable
                              pursuant to Clause 29.4.1.3 or, where the amount
                              is payable to the Secretary of State, the amount
                              of VAT over-paid by the Secretary of State;

                    29.4.1.5  any other adjustments to reflect previous
                              over-payments and/or under-payments (each
                              adjustment stated separately);

                    29.4.1.6  any other amount due and payable from one Party to
                              the other under this Agreement;

                    29.4.1.7  any interest payable in respect of any amounts
                              owed; and

                    29.4.1.8  the net amount owing by the Secretary of State to
                              the DBFO Co or by the DBFO Co to the Secretary of
                              State.

          29.4.2    The notice given pursuant to Clause 29.4.1 (the "Annual
                    Reconciliation Notice") shall be accompanied by workpapers
                    clearly setting forth the derivation of the figures set out
                    in the Annual Reconciliation Notice. The workpapers shall
                    illustrate, inter alia, the calculation of:

                    29.4.2.1  the DBFO Payment (following the formula specified
                              in Clause 29.1.1) and showing separately the
                              calculation of the Traffic Payment in accordance
                              with Part 2 of Schedule 9, the calculation of the
                              Lane Closure Charge in accordance with Part 3 of
                              Schedule 9, the calculation of the Safety
                              Performance Payment in accordance with Part 4 of
                              Schedule 9 and the calculation of the relevant
                              Commuted Sums and the Aggregate Commuted Sum in
                              accordance with paragraph 6 of Part 1 of Schedule
                              12 and Clause 29.1.1;

                    29.4.2.2  any adjustments to reflect previous over-payments
                              and/or under-payments;

                    29.4.2.3  any other amount due and payable from one Party to
                              the other under this Agreement; and

                    29.4.2.4  if the Annual Reconciliation Notice reflects any
                              amounts due and owing on which interest is
                              payable, the amount of interest.

          29.4.3    The following provisions of this Clause 29.4.3 shall apply
                    where the relevant Contract Year falls wholly or partly at
                    any time after the payment of a Commuted Sum under paragraph
                    6 of Part 1 of Schedule 12:

                    29.4.3.1  the DBFO Payment specified in Clause 29.4.1.1 for
                              that relevant Contract Year shall be reduced in
                              accordance with this Clause 29.4.3, by reference
                              to the amount of any Tax Reliefs to which the DBFO
                              Co is entitled in respect of any accounting period
                              (as defined in Section 12 of the Income and
                              Corporation Taxes Act 1988) ending within such
                              Contract Year where the entitlement to the Tax
                              Reliefs arises as a direct consequence of
                              expenditure of the DBFO Co which was financed from
                              that Commuted Sum. No amount of Tax Reliefs shall
                              be taken into account more than once under this
                              Clause 29.4.3 and, in particular, if DBFO Co
                              becomes entitled to Tax Reliefs in an earlier
                              accounting period (the "earlier period") and
                              subsequently carries any or all of those Tax
                              Reliefs forward to a later accounting period (the
                              "later period"), the Tax Reliefs shall only be
                              taken into account in reducing the DBFO Payment as
                              mentioned above for the Contract Year in which the
                              earlier period ends;

                    29.4.3.2  where the Tax Reliefs consist of any amount which
                              can be taken into account so as to restrict or
                              reduce, in any manner, the amount of any income,
                              profits or

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                              gains of the DBFO Co or to create or increase a
                              loss or deficit of the DBFO Co for the relevant
                              accounting period, then the DBFO Payment shall be
                              reduced by a sum equal to the face value of such
                              Tax Reliefs multiplied by the rate of Tax to which
                              the DBFO Co is subject, for the relevant
                              accounting period or periods, in respect of its
                              income, profits or gains, or to which it would be
                              so subject for such period or periods if it had
                              sufficient income, profits or gains;

                    29.4.3.3  where the Tax Reliefs consist of a credit against
                              Tax, a right of set-off against Tax or a right to
                              repayment of Tax, the DBFO Payment shall be
                              reduced by a sum equal to the face value of such
                              Tax Reliefs; and

                    29.4.3.4  where the Tax Reliefs consist of any amount of
                              expenditure which could be used so as to
                              discharge, in whole or in part, a liability to Tax
                              of the DBFO Co, assuming a sufficiency of taxable
                              income, profits or gains of the DBFO Co, then the
                              DBFO Payment shall be reduced by a sum equal to
                              the face value of such Tax Reliefs multiplied by
                              the rate of Tax to which the DBFO Co is subject,
                              for the relevant accounting period or periods, in
                              respect of its income, profits or gains or to
                              which it would be so subject for such period or
                              periods if it had sufficient income, profits or
                              gains.

          29.4.4    If, in the reasonable opinion of the DBFO Co, it is not in
                    the event entitled to any Tax Reliefs which have been taken
                    into account under Clause 29.4.3.1 then the DBFO Payment
                    specified in Clause 29.4.1.1 shall be treated as never
                    having been reduced in accordance with Clause 29.4.3 by
                    reference to such Tax Reliefs and an amount equal to any
                    such reduction shall be repayable to the DBFO Co, provided
                    that this Clause 29.4.4 shall not apply where the DBFO Co is
                    not entitled to such Tax Reliefs because of its failure to
                    make a claim or election in a timely manner.

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30.       INVOICING AND PAYMENT

30.1      Monthly Invoices

          30.1.1    The Monthly Traffic Payment and any Aggregate Relevant
                    Monthly Amount shall be payable by the Secretary of State to
                    the DBFO Co monthly in arrears.

          30.1.2    Within 10 days following the last day of each month, the
                    DBFO Co shall deliver to the Secretary of State a report
                    setting out the payments payable in respect of such month.
                    The report shall show:

                    30.1.2.1  the Monthly Traffic Payment and any Aggregate
                              Relevant Monthly Amount for the relevant month;

                    30.1.2.2  any Value Added Tax payable for the relevant
                              month;

                    30.1.2.3  any adjustments to reflect previous over-payments
                              and/or under-payments (each adjustment stated
                              separately);

                    30.1.2.4  any other amount due and payable from one Party to
                              the other under this Agreement;

                    30.1.2.5  any interest payable in respect of any amounts
                              owed; and

                    30.1.2.6  the net amount owing by the Secretary of State to
                              the DBFO Co or by the DBFO Co to the Secretary of
                              State.

          30.1.3    The report delivered pursuant to Clause 30.1.2 shall be
                    accompanied by workpapers clearly setting forth the
                    derivation of the Monthly Traffic Payment and any Aggregate
                    Relevant Monthly Amount, all other charges and any
                    adjustments. The workpapers shall illustrate, inter alia,
                    the calculation of:

                    30.1.3.1  the Monthly Traffic Payment and any Aggregate
                              Relevant Monthly Amount;

                    30.1.3.2  any adjustments to the invoice to reflect previous
                              over-payments or under-payments;

                    30.1.3.3  any other amount due and payable from one Party to
                              the other under this Agreement; and

                    30.1.3.4  if the invoice reflects any amounts due and owing
                              on which interest is being charged, the amount of
                              interest.

          30.1.4    If the report delivered pursuant to Clause 30.1.2 shows a
                    net amount owing by the Secretary of State to the DBFO Co,
                    it shall be accompanied by an invoice from the DBFO Co to
                    the Secretary of State in respect of such amount (which
                    invoice shall separately identify any additional VAT payable
                    by the Secretary of State). If the report shows a net amount
                    owing by the DBFO Co to the Secretary of State, the
                    Secretary of State shall issue a debit note to the DBFO Co
                    in respect of such amount promptly following his receipt of
                    such report (which debit note shall separately identify any
                    VAT overpaid by the Secretary of State).

30.2      Annual Invoices

          30.2.1    If the Annual Reconciliation Notice shows an amount payable
                    by the DBFO Co to the Secretary of State, the Secretary of
                    State shall issue a debit note to the DBFO Co in respect of

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                    such amount promptly following his receipt of the Annual
                    Reconciliation Notice (which debit note shall separately
                    identify any VAT overpaid by the Secretary of State).

          30.2.2    If the Annual Reconciliation Notice shows an amount payable
                    by the Secretary of State to the DBFO Co, the DBFO Co shall
                    issue an invoice to the Secretary of State in respect of
                    such amount together with the Annual Reconciliation Notice
                    (which invoice shall separately identify any additional VAT
                    payable by the Secretary of State).

30.3      Secretary of State's Invoices

          If the DBFO Co fails to issue any report or invoice within the time
          period required pursuant to Clause 30.1 or Clause 30.2, the Secretary
          of State may himself prepare such report or invoice and the report or
          invoice so prepared shall be deemed to have been issued by the DBFO
          Co.

30.4      Due Date for Payments

          30.4.1    Without prejudice to Clause 30.6, the Secretary of State
                    shall pay to the DBFO Co the amount of an invoice issued by
                    the DBFO Co pursuant to Clause 30.1.4 not later than the
                    later of:

                    30.4.1.1  the last day of the month following the month to
                              which the invoice relates; or

                    30.4.1.2  the twentieth day after the Secretary of State has
                              received both the said invoice and the Monthly
                              Report in respect of such month.

          30.4.2    Without prejudice to Clause 30.6, the DBFO Co shall pay to
                    the Secretary of State the amount of a debit note issued by
                    the Secretary of State pursuant to Clause 30.1.4 not later
                    than the later of:

                    30.4.2.1  the last day of the month following the month to
                              which the debit note relates; or

                    30.4.2.2  the twentieth day after the DBFO Co has received
                              the said debit note.

          30.4.3    Without prejudice to Clause 30.6, the Secretary of State
                    shall pay to the DBFO Co the amount of an invoice issued by
                    the DBFO Co pursuant to Clause 30.2.2 not later than the
                    later of:

                    30.4.3.1  30 days after receipt of such invoice; or

                    30.4.3.2  the twentieth day after the Secretary of State has
                              received all of the said invoice, the Annual
                              Reconciliation Notice in respect of the relevant
                              Contract Year and the Annual Report in respect of
                              such Contract Year.

          30.4.4    Without prejudice to Clause 30.6, the DBFO Co shall pay to
                    the Secretary of State the amount of a debit note issued by
                    the Secretary of State pursuant to Clause 30.2.1 not later
                    than 20 days after receipt of such debit note.

          30.4.5    Should the original due date for any payment pursuant to
                    this Agreement not be a Working Day, then the due date shall
                    be the Working Day next following the original due date.

30.5      Payments

          All payments under this Agreement shall be made in pounds sterling by
          telegraphic transfer or equivalent instantaneous transfer of funds for
          value on the day in question to the bank account of the recipient
          (located in the United Kingdom) specified in the invoice or debit
          note, quoting the invoice or debit note number against which payment
          is made.

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30.6      Disputed Amounts

          30.6.1    Either Party shall have the right to dispute, in good faith,
                    any amount specified in an invoice or debit note referred to
                    in this Agreement. The Party disputing any such amount shall
                    pay such amount of the invoice or debit note in question as
                    is not in dispute and shall be entitled to withhold the
                    balance pending resolution of the dispute.

          30.6.2    The Parties shall use all reasonable endeavours to resolve
                    the dispute in question within 30 days of the dispute
                    arising. If they fail so to resolve it, either Party may
                    refer the matter to the Disputes Resolution Procedure.

          30.6.3    Following resolution of the dispute, any amount agreed or
                    adjudged to be due shall promptly on demand be paid,
                    together with interest thereon at a rate per annum equal to
                    the Interest Rate plus 1 per cent per annum from the day
                    after the date on which payment was due to (and including)
                    the date of payment.

30.7      Late Payments

          If any undisputed payment due under this Agreement remains unpaid
          after its due date, such payment shall bear interest at a rate per
          annum equal to the Interest Rate plus 2 per cent per annum from the
          day after the date on which the payment was due to (and including) the
          date of payment. The right of either Party to receive interest in
          respect of the late payment of any sum due shall be without prejudice
          to such other rights as that Party may have under this Agreement.

30.8      Satisfaction of Obligation

          If the calculation of any amounts payable by the Secretary of State
          under this Agreement would (otherwise than for this Clause 30.8)
          require the Secretary of State to pay an amount more than once within
          the same provision or under more than one provision of this Agreement,
          in respect of the same costs, expense, liability or obligation, the
          Secretary of State's obligations in respect thereof shall be
          discharged if and to the extent that payment of such amount is paid
          once only.

30.9      Set-Off

          30.9.1    Subject to Clause 30.9.2, whenever any sum of money shall be
                    recoverable from or payable by the DBFO Co under this
                    Agreement, such sum may be deducted from or reduced by the
                    amount of any sum then due or which at any time thereafter
                    may become due to the DBFO Co under this Agreement or any
                    other contract between the DBFO Co and any department,
                    office, instrumentality or agency of the Government.

          30.9.2    Clause 30.9.1 shall not apply in respect of any sum of money
                    claimed to be recoverable from or payable by the DBFO Co if,
                    at the time at which the provisions of Clause 30.9.1 would
                    otherwise apply:

                    30.9.2.1  the amount of such sum, or the liability to pay
                              it, is the subject of a bona fide Dispute which,
                              before such time, has been referred to, but not
                              finally determined in accordance with, the
                              Disputes Resolution Procedure; and

                    30.9.2.2  no Event of Default has occurred and is
                              continuing.

30.10     Examination of Records

          Without limitation to Clause 23.2 [Audit], the Secretary of State
          shall have the right at reasonable hours upon giving the DBFO Co
          reasonable notice and at its own expense to examine the books and
          records of the DBFO Co relative to this Agreement to the extent
          necessary to verify the accuracy of any accounting

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          statement, charge, computation or claim made pursuant to any of the
          provisions of this Agreement, provided that:

          30.10.1   such books and records need not (unless the same contain
                    information relating to a bona fide Dispute) be preserved
                    longer than the period specified in respect of such books or
                    records in Part 1 of Schedule 14 or (if no such period is so
                    specified) a period of 7 years after the end of the Contract
                    Year to which such books or records refer;

          30.10.2   if any such examination reveals any inaccuracy in any
                    invoice theretofore made, the necessary adjustments in such
                    invoice and payment shall be made within 14 days after the
                    date that such inaccuracy is established by agreement or
                    adjudication; and

          30.10.3   such right to examine must be exercised within the period
                    specified for retention of such books or records in Part 1
                    of Schedule 14 or (if no such period is so specified) a
                    period of 7 years after the end of the Contract Year to
                    which the books or records being examined refer.

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                                     PART V
                       CHANGE, LIABILITIES AND TERMINATION

31.       CHANGE PROCEDURE

          If at any time after the date of this Agreement an Eligible Change
          occurs, except and to the extent that the same arises out of a breach
          by the DBFO Co (or any person for whom it is responsible) of any
          obligations under this Agreement or the Project Documents, or User
          Paid Tolls are introduced or changed, the provisions of Schedule 12
          [Change] shall apply.

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32.      ADDITIONAL WORKS SERVICES AND SUBSEQUENT SCHEMES

32.1     Additional Works Services

         Where the Secretary of State requires the DBFO Co to carry out any
         Additional Works Services, the DBFO Co shall procure that such
         Additional Works Services are carried out in accordance with the
         provisions of Part 1 of Schedule 13.

32.2     Compensation

         32.2.1   The DBFO Co shall be entitled to compensation from the
                  Secretary of State in respect of Additional Works Services,
                  calculated in accordance with the provisions of Part 2 of
                  Schedule 13.

         32.2.2   The provisions of Part 4 of Schedule 12 shall apply with
                  respect to any Change in Costs or Change in Revenues of the
                  DBFO Co consequential upon the carrying out of any Additional
                  Works.

32.3     Subsequent Schemes

         Subject to Clause 32.5, where the DBFO Co desires a Subsequent Scheme
         to be carried out the provisions of Part 3 of Schedule 13 shall apply.

32.4     Improvements

         Subject to Clause 32.5, where the DBFO Co desires to make any
         Improvement to the Project Facilities the provisions of Part 4 of
         Schedule 13 shall apply.

32.5     Safety Improvements

         Where the DBFO Co desires to make any Safety Improvement, the
         provisions of Part 5 of Schedule 13 shall apply.

32.6     East Leeds Radial Junction

         32.6.1   It is acknowledged by both Parties that Leeds City Council is
                  the highway authority in respect of the proposed East Leeds
                  Radial Junction, that the East Leeds Radial Junction will not
                  form part of the Project Facilities, and that, subject to
                  Clause 32.6.5, the Secretary of State shall have no
                  responsibility for, and shall not as a consequence of this
                  Agreement have any liability to the DBFO Co in respect of, the
                  East Leeds Radial Junction.

         32.6.2   If the DBFO Co or any Associated Company of the DBFO Co enters
                  into an agreement with Leeds City Council for the construction
                  of the East Leeds Radial Junction, the DBFO Co shall submit to
                  the Department's Nominee under the Review Procedure any
                  proposal for the modification of any part of the Project
                  Facilities to accommodate the East Leeds Radial Junction. The
                  Department's Nominee shall be entitled to object to any such
                  proposal in its absolute discretion.

         32.6.3   Subject to Clause 32.6.6, the DBFO Co shall indemnify and keep
                  indemnified the Secretary of State in respect of any Claims or
                  Losses of the DBFO Co or of any Associated Company of the DBFO
                  Co which may arise out of, or in the course of or in
                  connection with, the design, construction, completion,
                  commissioning, testing, operation or maintenance of the East
                  Leeds Radial Junction.

         32.6.4   Without limitation to Clauses 32.6.1 and 32.6.3, but subject
                  to Clause 32.6.6, the DBFO Co:

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                  32.6.4.1 shall not be relieved from any liability for Lane
                           Closure Charges in respect of any Lane Closure,
                           occasioned by the construction, operation or
                           maintenance of the East Leeds Radial Junction or any
                           part thereof;

                  32.6.4.2 shall not be entitled to any compensation from the
                           Secretary of State in respect of any costs or loss of
                           revenues occasioned by the construction, operation or
                           maintenance of the East Leeds Radial Junction.

         32.6.5   The Secretary of State shall have the right but not the
                  obligation to give a notice under Clause 32.1 requiring the
                  DBFO Co to carry out any Additional Works Services in respect
                  of the East Leeds Radial Junction, and in such event the
                  provisions of Clauses 32.1 and 32.2 and Parts 1 and 2 of
                  Schedule 13 shall apply in accordance with their terms.

         32.6.6   If the Secretary of State, as contemplated by Clause 32.6.5,
                  gives a notice under Clause 32.1 requiring the DBFO Co to
                  carry out any Additional Works Services in respect of the East
                  Leeds Radial Junction, Clauses 32.6.3 and 32.6.4 shall not
                  apply in respect of any such Additional Works Services.

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33.      FORCE MAJEURE

33.1     Relief from Liability

         The Parties shall be relieved from liability under this Agreement to
         the extent that by reason of Force Majeure they are not able to perform
         their obligations under this Agreement.

33.2     Notice

         Relief under Clause 33.1 shall not be given unless the Party intending
         to claim relief has, by notice to the other Party within 10 days of
         becoming aware of the event of Force Majeure or, if later, of the
         failure to perform, informed the other Party that it intends to claim
         relief. Such notice shall contain such relevant information relating to
         such failure as is available, including (without limitation) the
         actions being taken to remedy such failure to perform and an estimate
         of the period of time required to remedy such failure.

33.3     Obligation to Remedy

         As soon as practicable after the occurrence of an event of Force
         Majeure the Party affected shall take all necessary steps to remedy the
         failure to perform and relief under this Clause 33 shall cease to be
         available to a Party if it fails so to take all necessary steps to
         remedy the failure.

33.4     Consequences of Force Majeure

         If the Parties agree or it is determined through the Disputes
         Resolution Procedure that:

         33.4.1   Force Majcure has prior to the issue of the Completion
                  Certificate prevented the DBFO Co from, or delayed the DBFO Co
                  in, completing the Works (other than the Excepted Works), the
                  DBFO Co may make application to the Department's Agent for an
                  extension of time for completion of the Works (other than the
                  Excepted Works) pursuant to Clause 10.6 [Extension of Time],
                  provided that the aggregate of all such extensions pursuant to
                  this Clause 33.4.1 shall not in any event exceed 18 months.
                  Where such a grant of extension of time is made, the Contract
                  Period shall be extended by an equivalent period;

         33.4.2   Eligible Force Majeure has prior to the issue of the
                  Completion Certificate caused damage to the Works then:

                  33.4.2.1 the DBFO Co shall give notice thereof to the
                           Department's Agent together with details of the
                           effect thereof and the proposed steps to rectify the
                           damage and the costs thereof;

                  33.4.2.2 the Parties shall enter into discussions concerning
                           the event of Eligible Force Majeure and the damage
                           with the intent that as soon as possible after the
                           cessation of the event of Eligible Force Majeure
                           rectification work can be commenced;

                  33.4.2.3 following agreement between the Parties on the
                           rectification works to be carried out, or in default
                           of agreement upon a decision under the Disputes
                           Resolution Procedure, the DBFO Co shall procure that
                           such rectification works are carried out as though
                           the Secretary of State had requested a Department's
                           Works Change in respect of such Works and the
                           provisions of Part 2 of Schedule 12 [Department's
                           Works Changes] shall apply, except that:

                           33.4.2.3.1 the DBFO Co shall not be entitled to give
                                      a notice under paragraph 2.1 or 2.2 of
                                      Part 2 of Schedule 12; and

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                           33.4.2.3.2 for purposes of determining the Revised
                                      Values in accordance with paragraph 5 of
                                      Part 1 of Schedule 12, no Change in
                                      Traffic shall be taken into account;

         33.4.3   [Clause not used];

         33.4.4   Eligible Force Majeure occurring after the issue of the
                  Completion Certificate or prior to the issue of the Completion
                  Certificate and affecting the Existing Road (other than any
                  Upgraded Section), has substantially affected the traffic flow
                  on the Project Road, then the Contract Period shall be
                  extended by a period equal to the period during which the
                  traffic flow on the Project Road has been so affected,
                  provided that:

                  33.4.4.1 there shall be excluded from such period of extension
                           the first 7 days of each occurrence of an Eligible
                           Force Majeure event so affecting the traffic flow,
                           and

                  33.4.4.2 the aggregate extension of the Contract Period
                           pursuant to this Clause 33.4.4 shall not in any event
                           exceed 1 year;

         33.4.5   Eligible Force Majeure has prior to the issue of the
                  Completion Certificate caused damage to the Existing Road
                  (other than any Upgraded Section) or has after the issue of
                  the Completion Certificate caused damage to the Project
                  Facilities (other than the Maintenance Depot); then:

                  33.4.5.1 the DBFO Co shall give notice thereof to the
                           Department's Representative together with details of
                           the effect thereof and the proposed steps to rectify
                           the damage and the costs thereof,

                  33.4.5.2 the Parties shall enter into discussions concerning
                           the event of Eligible Force Majeure and the damage
                           with the intent that as soon as possible after the
                           cessation of the event of Eligible Force Majeure
                           rectification work can be commenced;

                  33.4.5.3 following agreement between the Parties on the
                           rectification works to be carried out, or in default
                           of agreement upon a decision under the Disputes
                           Resolution Procedure, the DBFO Co shall procure that
                           such rectification works are carried out as though
                           they were Additional Works in accordance with the
                           provisions of Part 1 of Schedule 13 and the
                           provisions of Part 4 of Schedule 12 [Additional
                           Works] shall apply, except that for purposes of
                           determining the Revised Values in accordance with
                           paragraph 5 of Part 1 of Schedule 12, no Change in
                           Traffic shall be taken into account.

         33.4.6   Where an occurrence of Eligible Force Majeure renders the
                  performance of this Agreement financially or practicably
                  impossible or has a fundamental effect on the rights or
                  obligations of either of the Parties the provisions of Clause
                  38.1 shall apply.

         33.4.7   For the avoidance of doubt, save as expressly set out in this
                  Clause 33 (other than this Clause 33.4.7), none of the
                  Secretary of State, his servants or agents shall have any
                  liability to the DBFO Co in relation to any Loss or Claim
                  which the DBFO Co suffers or incurs as a result of any event
                  of Force Majeure and, accordingly, as between the Parties, any
                  such Loss or Claim shall be borne by the DBFO Co.

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33A.     CHANGE IN LAW

33A.1    Relevant Change in Law

         33A.1.1  If the DBFO Co believes that a Relevant Change in Law has
                  occurred which is a Compensation Event, the DBFO Co may give a
                  notice pursuant to paragraph 2.1 of Part 1 of Schedule 12 and
                  the General Change Procedure shall apply in accordance with
                  Part 5 of Schedule 12.

         33A.1.2  Where, after the date of this Agreement, any Relevant Change
                  in Law is repealed or modified or any Law is enacted or
                  modified the effect of which is to neutralise or reduce the
                  discriminatory effect of a Relevant Change in Law, then the
                  Secretary of State may give a notice to that effect to the
                  DBFO Co and the provisions of Part 5 of Schedule 12 shall
                  apply, mutatis mutandis, as if such event were a Compensation
                  Event, with references to the Secretary of State being deemed
                  to be references to the DBFO Co, and vice versa, and with
                  references to Relevant Change in Law being replaced by
                  references to the repeal, modification or enactment referred
                  to in this Clause 33A.1.2. For the avoidance of doubt, the
                  Secretary of State shall be the "Proponent" and the DBFO Co
                  shall be the "Other Party" for the purposes of the General
                  Change Procedure.

33A.2    Deemed Department's Change

         33A.2.1  Where the DBFO Co believes that a Change in Law constitutes a
                  Deemed Department's Change, it may serve a notice (a "Deemed
                  Department's Change Notice") to that effect on the
                  Department's Nominee.

         33A.2.2  The Deemed Department's Change Notice shall:

                  33A.2.2.1 identify the relevant Change in Law;

                  33A.2.2.2 give details of the variation to the Works and/or
                            the other Operations which has become necessary as a
                            result of the relevant Change in Law; and

                  33A.2.2.3 set out the basis of its belief that the same should
                            have been effected by means of a Department's Works
                            Change or a Department's Change in Specification.

         33A.2.3  Within 45 days of receipt of the Deemed Department's Change
                  Notice, the Department's Nominee shall notify the DBFO Co that
                  either:

                  33A.2.3.1 it agrees that a Deemed Department's Change has
                            occurred; or

                  33A.2.3.2 it does not agree that a Deemed Department's Change
                            has occurred, in which case the Department's Nominee
                            shall set out in the notice the grounds of
                            objection.

         33A.2.4  Where the Department's Nominee fails to respond to a Deemed
                  Department's Change Notice within such 45 day period, a Deemed
                  Department's Change shall be deemed to have occurred and the
                  DBFO Co may serve a notice on the Department's Nominee
                  requiring him to issue a Department's Works Change or a
                  Department's Change in Specification as appropriate and the
                  provisions of Part 2 or Part 3 of Schedule 12 (as appropriate)
                  shall apply.

         33A.2.5  Where the Department's Nominee gives a notice under Clause
                  33A.2.3.2, the Parties shall negotiate for a period of 60 days
                  in an attempt to agree:

                  33A.2.5.1 whether a Deemed Department's Change has occurred;
                            and

                  33A.2.5.2 where a Deemed Department's Change has occurred, the
                            effect, if any, it has on the Works and/or the other
                            Operations.

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         33A.2.6  If the Parties fail to agree any matter referred to in Clause
                  33A.2.5 within such 60 day period, then either Party may refer
                  the Dispute to the Disputes Resolution Procedure.

         33A.2.7  Where the Department's Nominee agrees, or it is determined in
                  accordance with the Disputes Resolution Procedure, that there
                  has been a Deemed Department's Change, the Department's
                  Nominee shall issue a Department's Works Change or a
                  Department's Change in Specification as appropriate and the
                  provisions of Part 2 or Part 3 of Schedule 12 (as appropriate)
                  shall apply.

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34.      WARRANTIES AND DISCLAIMERS

34.1     Warranties by the DBFO Co

         Without prejudice to any warranties or conditions implied by law, the
         DBFO Co warrants and undertakes at all times during this Agreement
         (save in the case of the warranties contained in Clauses 34.1.7,
         34.1.11, 34.113 and 34.1.15 which shall be given solely at the date of
         this Agreement) that:

         34.1.1   it will fully comply with and meet the Technical Requirements;

         34.1.2   the design of the Works and of any other works the subject of
                  a Proposal will in all respects meet the Technical
                  Requirements and all other requirements of this Agreement;

         34.1.3   the Works and any other works the subject of a Proposal will
                  comprise only materials and goods which will be of sound and
                  merchantable quality and have been manufactured or prepared in
                  accordance with the Technical Requirements and with the
                  quality assurance procedures established pursuant to Clause 21
                  [Quality Assurance] and all workmanship shall be in accordance
                  with sound construction practice applicable at the time of
                  construction;

         34.1.4   the DBFO Co will at all times comply with the requirements of
                  the Department's Nominee as permitted under this Agreement and
                  the Requirements of Interested Parties and any Statutory
                  Requirement;

         34.1.5   the Works and any other works the subject of a Proposal when
                  constructed will comply in all respects with the Core
                  Construction Requirements, the Construction Requirements, the
                  Core Communications Requirements, the Communications
                  Requirements and the design as received in accordance with
                  Clause 9 [Design and Construction] or Clause 12.6 [Maintenance
                  and Other Works] (as the case may be) and the Design and
                  Certification Procedure;

         34.1.6   subject to the terms of the Design and Certification
                  Procedure, the design of the Works and of any other works the
                  subject of a Proposal will be carried out by or under the
                  supervision of the Designer and the persons carrying out any
                  design and/or supervision are suitably qualified and
                  experienced so to do and in particular have adequate previous
                  experience of the part of the design they are carrying out or
                  supervising;

         34.1.7   all information, representations and other matters of fact
                  communicated in writing to the Secretary of State or his
                  agents or employees in connection with the DBFO Co's response
                  to the invitation to tender in respect of the Project or in
                  the course of the subsequent negotiations in respect of this
                  Agreement are true, complete and accurate in all material
                  respects;

         34.1.8   it is a limited liability company, duly incorporated and
                  validly existing under the laws of the jurisdiction of its
                  incorporation;

         34.1.9   it has full power and authority to enter into this Agreement
                  and to carry out the Operations;

         34.1.10  the entry into and performance by it of this Agreement do not
                  and will not:

                  34.1.10.1 conflict with its constitutional documents; or

                  34.1.10.2 conflict with any document which is binding upon it
                            or any of its assets to the extent that such
                            conflict would be reasonably likely to have a
                            material adverse effect on the ability of the DBFO
                            Co to perform its obligations under this Agreement;

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         34.1.11  there has been no material adverse change in the financial
                  condition of Trafalgar House Corporate Development Limited
                  since its accounts dated 30th September 1995 or of BICC plc
                  since its accounts dated 31st December 1995;

         34.1.12  the Financial Terms are the basis on which the DBFO Co will
                  finance the Project;

         34.1.13  each of the Project Documents is in full force and effect and
                  constitutes the valid, binding and enforceable obligations of
                  the parties thereto, the copies of the Project Documents which
                  the DBFO Co has delivered to the Secretary of State are true
                  and complete copies of such documents, and there are not in
                  existence any other agreements or documents replacing or
                  relating to any of the Project Documents which would
                  materially affect the interpretation or application of any of
                  the Project Documents;

         34.1.14  any items referred to in Clauses 45.1.1 and 45.1.2 will be
                  original and will not infringe any third party's copyright,
                  moral rights, design rights, trade mark or any other
                  intellectual property rights; and

         34.1.15  the DBFO Co has not carried out any trading activity or
                  business since the date of its incorporation, and it has no
                  liabilities (contingent or otherwise) other than (a) in
                  relation to the Project to the extent disclosed to the
                  Secretary of State by the DBFO Co in a DBFO Co disclosure
                  letter of even date herewith and/or (b) those arising under or
                  in connection with this Agreement or any of the agreements
                  referred to in Clause 2.3.1 or any other agreement which the
                  DBFO Co is required to enter into by the terms of this
                  Agreement and/or (c) those arising (if any) under various
                  letters in relation to this Agreement of even date herewith
                  exchanged between the parties to this Agreement.

34.2     Disclaimer

         34.2.1   The Secretary of State has made available to the DBFO Co prior
                  to the date hereof certain materials, documents and data (the
                  "Disclosed Data") related to the design or construction of the
                  Works, the operation and maintenance of the Project
                  Facilities, the Site, the Adjacent Areas, traffic records and
                  forecasts and other matters which are or may be relevant to
                  the Project and the obligations undertaken by the DBFO Co
                  under this Agreement. The Disclosed Data includes, without
                  limitation, all such materials, documents and data which were
                  provided to the DBFO Co in connection with the invitation to
                  tender in respect of the Project (including all such contained
                  in the data room in respect of the Project).

         34.2.2   The Secretary of State shall not be liable to the DBFO Co
                  (whether in contract, tort, by statute or otherwise howsoever
                  and whether or not arising out of any negligence on the part
                  of the Secretary of State or any agent or servant of his) in
                  respect of any inaccuracy, error, omission, unfitness for
                  purpose, defect or inadequacy of any kind whatsoever in the
                  Disclosed Data.

         34.2.3   The Secretary of State gives no warranty or undertaking that
                  the Disclosed Data represents all of the information in his
                  possession or power (either during the tender for the Project
                  or at the execution of this Agreement) relevant or material to
                  the Project or the obligations undertaken by the DBFO Co under
                  this Agreement. The Secretary of State shall not be liable to
                  the DBFO Co in respect of any failure to disclose or make
                  available (whether before or after the execution of this
                  Agreement) to the DBFO Co any information, documents or data,
                  nor to keep the Disclosed Data up to date, nor to inform the
                  DBFO Co (whether before or after execution of this Agreement)
                  of any inaccuracy, error, omission, unfitness for purpose,
                  defects or inadequacy in the Disclosed Data.

         34.2.4   The DBFO Co acknowledges and confirms that:

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                  34.2.4.1 it has conducted its own analysis and review of the
                           Disclosed Data and has before the execution of this
                           Agreement satisfied itself as to the accuracy,
                           completeness and fitness for purpose of all such
                           Disclosed Data upon which it places reliance; and

                  34.2.4.2 it shall not be entitled to make any claim against
                           the Secretary of State whether in damages or for
                           extensions of time or additional payments under this
                           Agreement on the grounds of any misunderstanding or
                           misapprehension in respect of the Disclosed Data or
                           the matters referred to in Clause 6 or Clause
                           34.2.4.1 or on the grounds that incorrect or
                           insufficient information relating thereto or to the
                           Site or Adjacent Areas was given to it by any person,
                           whether or not in the employ of the Secretary of
                           State. Nor shall the DBFO Co be relieved from any
                           risks or obligations imposed on or undertaken by it
                           under this Agreement on any such ground.

34.3     Savings

         The warranty by the DBFO Co under any provision of this Agreement shall
         be without limitation to any warranty by the DBFO Co under any other
         provision of this Agreement.

34.4     Warranties by the Secretary of State

         The Secretary of State warrants (solely at the date of this Agreement)
         that (save as referred to in the Secretary of State's disclosure letter
         of even date herewith from the Secretary of State to the DBFO Co):

         34.4.1   save as contained or referred to in the Disclosed Data, the
                  Secretary of State is not aware of any Rights in respect of
                  land affecting the Site which would have a material and
                  adverse effect on the ability of the DBFO Co to perform its
                  obligations under this Agreement; and

         34.4.2   the Scheme Orders have been properly made and are, or will be
                  at the Commencement Date, in full force and effect.

34.5     Data Room

         The Secretary of State shall, for the period of the Contract Period and
         one year thereafter, retain and keep together the Disclosed Data and
         shall allow the DBFO Co (or such other persons as it may nominate from
         time to time on its behalf) access, upon reasonable prior notice and at
         reasonable times during any Working Day, to the Disclosed Data. The
         DBFO Co (and such nominees) may, at their own cost, take such copies of
         the Disclosed Data as they may require. The Secretary of State shall
         take such reasonable care of the Disclosed Data as he would of his own
         papers and data. For the avoidance of doubt, nothing in the foregoing
         provisions of this Clause 34.5 shall in any way prevent or restrict the
         right of the Secretary of State or the Department's Nominee to have
         access to, use, and/or take copies of any of the Disclosed Data at any
         time or to permit any of their respective officers, employees, agents
         or contractors to do so.

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35.      INDEMNITIES

35.1     DBFO Co's Indemnities

         Save to the extent that the DBFO Co is entitled to an indemnity from
         the Secretary of State under Clause 35.4 [Secretary of State's
         Indemnities], the DBFO Co shall indemnify and keep indemnified the
         Secretary of State in respect of any Claims or Losses of any person
         (including, for the avoidance of doubt, the DBFO Co and the Secretary
         of State) which may arise out of, or in the course of or in connection
         with, the Operations or the performance of or failure to perform any
         obligation under this Agreement and, without limitation to the
         generality of the foregoing, in respect of:

         35.1.1   any criminal penalties or fines arising out of or resulting
                  from the breach by the DBFO Co of any of its obligations under
                  this Agreement;

         35.1.2   any damages or compensation payable to any workman or other
                  person in the employment of the DBFO Co or any contractor or
                  sub-contractor of any tier of the DBFO Co;

         35.1.3   any loss or damage to the Works or the Project Facilities or
                  any materials or Plant to be used in the construction of the
                  Works or the Project Facilities from any cause (other than as
                  provided in Clause 33 [Force Majeure]);

         35.1.4   all Losses of the DBFO Co caused by any of the defects in the
                  Existing Road identified in Part 4 of Schedule 3, including
                  without limitation all costs of any remedial action taken in
                  respect of any such defect and any loss of income as a
                  consequence of any such defect or any such remedial action;

         35.1.5   all Losses to be borne by the DBFO Co in accordance with
                  Clause 15 [Latent Defects in Existing Road];

         35.1.6   any Claims for damage suffered by any User of the Project
                  Facilities or any other third party which arises out of the
                  execution of the Works or the operation, maintenance or
                  improvement of the Project Facilities (including without
                  limitation any Claims in respect of environmental mitigation
                  measures);

         35.1.7   any Claims made by any person in respect of any accommodation
                  works which the DBFO Co has performed or agreed to perform
                  whether pursuant to any requirement of this Agreement or
                  otherwise;

         35.1.8   any Loss or Claims arising whether directly or indirectly out
                  of a breach of the provisions of Clause 26 [Statutory
                  Undertakers];

         35.1.9   any Loss which is to be borne by the DBFO Co in accordance
                  with Clause 27.2 [Claims Against Third Parties];

         35.1.10  any Loss or Claims which may arise out of or in connection
                  with any breach of the warranties set out in Clause 6 or
                  Clause 34.1;

         35.1.11  any Loss or Claims arising out of the carrying out of any
                  Ground, Physical and Geophysical Investigations or
                  archaeological or ecological surveys in each case carried out
                  by or on behalf of the DBFO Co;

         35.1.12  any costs, charges, Losses or Claims to be borne by the DBFO
                  Co in accordance with Clause 8.4 [Additional Access];

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         35.1.13  any Loss or Claim arising whether directly or indirectly out
                  of any act or omission of the DBFO Co which directly or
                  indirectly causes any breach by the Secretary of State of any
                  of his statutory duties;

         35.1.14  any Loss or Claim arising whether directly or indirectly out
                  of any damage to the Connecting Roads in the course of or in
                  connection with the Operations;

         35.1.15  any Loss suffered or incurred by, or any Claim made by, any
                  third party resulting from any event of Force Majeure other
                  than any Loss which is to be borne by the Secretary of State
                  in accordance with Clause 33 [Force Majeure];

         35.1.16  any inaccuracy, error, omission, unfitness for purpose, defect
                  or inaccuracy of any kind whatsoever in the Disclosed Data
                  (whether or not arising from any negligence on the part of the
                  Secretary of State or any servant or agent of his);

         and (in the case of Clauses 35.1.1 to 35.1.15) whether arising out of
         the act, neglect or omission of the DBFO Co, its contractors or
         sub-contractors of any tier or agents or its or their employees.

35.2     Savings

         35.2.1   The DBFO Co's liability to the Secretary of State arising
                  under any indemnity in this Agreement shall be without
                  prejudice to any other right or remedy available to the
                  Secretary of State and in particular shall not prejudice in
                  any way the ability of the Secretary of State to enforce any
                  guarantee given pursuant to Clause 4 at any time and in any
                  manner whatsoever.

         35.2.2   The indemnity by the DBFO Co under any provision of this
                  Agreement shall be without limitation to any indemnity by the
                  DBFO Co under any other provision of this Agreement.

35.3     Conduct of Claims Subject to DBFO Co's Indemnities

         35.3.1   If the Secretary of State receives any notice, demand, letter
                  or other document concerning any Claim from which it appears
                  that the Secretary of State is or may become entitled to
                  indemnification under this Agreement, the Secretary of State
                  shall give notice in writing to the DBFO Co as soon as
                  reasonably practicable.

         35.3.2   Subject to Clauses 35.3.3, 35.3.4 and 35.3.5 and, with respect
                  to any Claim arising under or in respect of the New Roads and
                  Street Works Act 1991, the provisions of Clause 26 or Clause
                  26A, on the giving of a notice pursuant to Clause 35.3.1 the
                  DBFO Co shall be entitled to and shall resist the Claim in the
                  name of the Secretary of State at its own expense and shall
                  have the conduct of any defence, dispute, compromise or appeal
                  of the Claim and of any incidental negotiations, and the
                  Secretary of State will give the DBFO Co all reasonable
                  cooperation, access and assistance for the purposes of
                  considering and resisting such Claim.

         35.3.3   With respect to any Claim subject to Clause 35.3.2:

                  35.3.3.1 the DBFO Co shall keep the Secretary of State fully
                           informed and consult with him about the conduct of
                           the Claim;

                  35.3.3.2 to the extent that the Secretary of State is not
                           entitled to be indemnified by the DBFO Co for all of
                           the liability arising out of the act or omission
                           which is the subject of the Claim, no action shall be
                           taken pursuant to Clause 35.3.2 which shall increase
                           the amount of any payment to be made by the Secretary
                           of State in respect of that part of the Claim which
                           is not covered by the indemnity from the DBFO Co; and

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                  35.3.3.3 the DBFO Co shall not (save to the extent it is
                           required to do so by Law) pay or settle such Claim
                           without the consent of the Secretary of State, such
                           consent not to be unreasonably withheld or delayed;
                           provided that such consent shall not be required to
                           the payment or settlement of a Claim subject to the
                           indemnity in Clause 35.1.6 if the Claim is paid or
                           settled in full and the amount of such payment or
                           settlement does not exceed (pound)10,000 (in April
                           1995 prices).

         35.3.4   The Secretary of State shall be free to pay or settle any
                  Claim on such terms as he may in his absolute discretion think
                  fit and without prejudice to his rights and remedies under
                  this Agreement if:

                  35.3.4.1 within 28 days of the notice from the Secretary of
                           State under Clause 35.3.1 the DBFO Co fails to notify
                           the Secretary of State of its intention to dispute
                           the Claim; or

                  35.3.4.2 the DBFO Co fails to comply in any material respect
                           with the provisions of Clause 35.3.3.

         35.3.5   The Secretary of State shall be free at any time to give
                  notice to the DBFO Co that he is taking over the conduct of
                  any defence, dispute, compromise or appeal of any Claim
                  subject to Clause 35.3.2 or of any incidental negotiations.
                  Upon receipt of such notice the DBFO Co shall promptly take
                  all steps necessary to transfer the conduct of such Claim to
                  the Secretary of State and shall provide to the Secretary of
                  State all reasonable cooperation, access and assistance for
                  the purposes of considering and resisting such Claim. If the
                  Secretary of State gives any notice pursuant to this Clause
                  35.3.5, then the DBFO Co shall be released from its indemnity
                  in respect of such Claim.

35.4     Secretary of State's Indemnities

         The Secretary of State shall indemnify and keep indemnified the DBFO Co
         in respect of:

         35.4.1   any Loss or Claims to the extent resulting from any negligent
                  act or omission of the Secretary of State, his agents,
                  employees or other contractors (not being employed by the DBFO
                  Co) save in respect of the matters referred to in Clause
                  35.1.16;

         35.4.2   the cost of acquiring all land or Rights in respect of land
                  the subject of the rights of access and occupation set out in
                  Clause 8.1 [Access for DBFO Co];

         35.4.3   any Claims made by any person in respect of any accommodation
                  works, other than any accommodation works which the DBFO Co
                  has performed or agreed to perform whether pursuant to any
                  requirement of this Agreement or otherwise; and

         35.4.4   any Loss which is to be borne by the Secretary of State in
                  accordance with Clause 33 [Force Majeure].

35.5     Disclaimer

         Save as expressly provided in Clause 35.4 [Secretary of State's
         Indemnities], the Secretary of State shall not under any circumstances
         be liable to the DBFO Co whether in contract, tort or otherwise and
         whether or not arising from any negligence on the part of the Secretary
         of State or any of his agents or employees, for any Claims or Losses of
         any person arising out of, or in the course of or in connection with,
         the Operations. This Clause 35.5 shall not apply in relation to:

         35.5.1   any failure by the Secretary of State to make proper payment
                  to the DBFO Co in accordance with the terms of this Agreement;

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         35.5.2   any negligent act or omission of the Secretary of State or any
                  of his agents or employees giving rise to death or personal
                  injury; and

         35.5.3   any liability of the Secretary of State for any breach of his
                  obligations under this Agreement.

35.6     Conduct of Claims Subject to Secretary of State's Indemnities

         35.6.1   If the DBFO Co receives any notice, demand, letter or other
                  document concerning any Claim from which it appears that the
                  DBFO Co is or may become entitled to indemnification under
                  this Agreement, the DBFO Co shall give notice in writing to
                  the Secretary of State as soon as reasonably practicable.

         35.6.2   Subject to Clauses 35.6.3 and 35.6.4, on the giving of a
                  notice pursuant to Clause 35.6.1 the Secretary of State shall
                  be entitled to resist the Claim in the name of the DBFO Co at
                  his own expense and to have the conduct of any defence,
                  dispute, compromise or appeal of the Claim and of any
                  incidental negotiations, and the DBFO Co will give the
                  Secretary of State all reasonable cooperation, access and
                  assistance for the purposes of considering and resisting such
                  Claim.

         35.6.3   With respect to any Claim subject to Clause 35.6.2:

                  35.6.3.1 the Secretary of State shall keep the DBFO Co fully
                           informed and consult with it about the conduct of the
                           Claim;

                  35.6.3.2 to the extent that the DBFO Co is not entitled to be
                           indemnified by the Secretary of State for all of the
                           liability arising out of the act or omission which is
                           the subject of the Claim, no action shall be taken
                           pursuant to Clause 35.6.2 which shall increase the
                           amount of any payment to be made by the DBFO Co in
                           respect of that part of the Claim which is not
                           covered by the indemnity from the Secretary of State;
                           and

                  35.6.3.3 the Secretary of State shall not pay or settle such
                           Claim without the consent of the DBFO Co, such
                           consent not to be unreasonably withheld or delayed.

         35.6.4   The DBFO Co shall be free to pay or settle the Claim on such
                  terms as it may in its absolute discretion think fit and
                  without prejudice to its rights and remedies under this
                  Agreement if:

                  35.6.4.1 within 28 days of the notice from the DBFO Co under
                           Clause 35.6.1 the Secretary of State fails to notify
                           the DBFO Co of its intention to dispute the Claim; or

                  35.6.4.2 the Secretary of State fails to comply in any
                           material respect with the provisions of Clause
                           35.6.3.

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36.      DEFAULT

36.1     Events of Default

         The following shall be Events of Default:

         36.1.1   the occurrence of any act of insolvency in respect of the DBFO
                  Co or an Contracting Associate or any Sponsor, including:

                  36.1.1.1 any meeting of creditors of the person in question
                           being held or any arrangement or composition with or
                           for the benefit of its creditors (including any
                           voluntary arrangement as defined in the Insolvency
                           Act 1986) being proposed or entered into by or in
                           relation to the person in question;

                  36.1.1.2 a supervisor, receiver, administrator, administrative
                           receiver or other encumbrancer taking possession of
                           or being appointed over, or any distress, execution
                           or other process being levied or enforced (and not
                           being discharged within 7 days) upon the whole or any
                           part of the assets of the person in question;

                  36.1.1.3 the person in question ceasing or threatening to
                           cease to carry on business, or being or becoming
                           unable to pay its debts within the meaning of Section
                           123 of the Insolvency Act 1986;

                  36.1.1.4 a petition being presented or circumstances existing
                           for a petition being presented, or a meeting being
                           convened for the purpose of considering a resolution,
                           for the making of an administration order or the
                           winding-up, bankruptcy or dissolution of the person
                           in question; or

                  36.1.1.5 if the person in question shall suffer any event
                           analogous to any of the foregoing in any jurisdiction
                           in which it is incorporated or resident;

                  but in the case of any of the foregoing affecting a
                  Contracting Associate or Sponsor, only if the occurrence will
                  have a material effect on the ability of the DBFO Co to
                  perform its obligations under this Agreement;

         36.1.2   the occurrence of any change in control as referred to in
                  Clause 41.3;

         36.1.3   the DBFO Co or a Contracting Associate or a Sponsor sells,
                  transfers, leases or otherwise disposes of the whole or any
                  part (which is material in the context of the performance of
                  the DBFO Co's obligations under this Agreement) of its
                  undertakings, properties or assets by a single transaction or
                  a number of transactions (whether related or not and whether
                  at the same time or over a period of time and other than in
                  respect of the grant of security pursuant to Clause 41.2.2)
                  without prior consent of the Secretary of State, but in the
                  case of a Contracting Associate or a Sponsor, only if the
                  disposal would have a material effect on the ability of the
                  DBFO Co to perform its obligations under this Agreement;

         36.1.4   the failure of the conditions referred to in Clause 7.1 to be
                  satisfied within three days after the date of this Agreement;

         36.1.5   the repudiation of this Agreement by the DBFO Co;

         36.1.6   the DBFO Co commits a serious breach of its material
                  obligations under this Agreement, including without limitation
                  the DBFO Co otherwise than as a consequence of a breach by the
                  Secretary of State of his obligations under this Agreement:

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                  36.1.6.1  abandoning the Works;

                  36.1.6.2  failing to complete the Works (other than the
                            Excepted Works) to such standard as would enable the
                            issuance of the Completion Certificate by the Date
                            for Completion;

                  36.1.6.3  ceasing to maintain or operate the Project
                            Facilities or any, or any material part of any, of
                            them;

         36.1.7   the DBFO Co neglecting persistently to comply with any of its
                  material obligations under this Agreement and such neglect has
                  a material effect on the performance of the Operations;

         36.1.8   without limitation to the generality of Clause 36.1.7:

                  36.1.8.1  the DBFO Co receiving a total number of two or more
                            Warning Notices in any 5 year period;

                  36.1.8.2  the DBFO Co being awarded a total of 150 (after
                            taking into account the reduction (if any) in
                            Penalty Points pursuant to the proviso in Clause
                            24.2.1 and any Penalty Points rescinded pursuant to
                            Clause 24.2.3) or more Penalty Points in any 1 year
                            period;

         36.1.9   any of the warranties in Clause 6 or Clause 34.1 shall prove
                  to be materially untrue or incorrect, in the case of the
                  warranties contained in Clauses 34.1.7, 34.1.11, 34.1.13 and
                  34.1.11.15 at the date of this Agreement, and, in the case of
                  the warranties in Clause 6 and any of the other warranties in
                  Clause 34.1, at any time; or

         36.1.10  any of the Project Documents:

                  36.1.10.1 ceases to be in full force and effect or no longer
                            constitutes the valid, binding and enforceable
                            obligations of the parties thereto (except in
                            accordance with its terms or where a substitute
                            agreement has been entered into in accordance with
                            Clause 2.3.2), or

                  36.1.10.2 is materially amended, varied or departed from
                            (other than in accordance with Clause 2.3.2),

                  and, in any such case where the DBFO Co is not a party to such
                  Project Document, this would materially adversely affect the
                  ability of the DBFO Co to perform its obligations under this
                  Agreement or any right of the Secretary of State under this
                  Agreement or his ability to enforce any such right or to
                  perform his obligations under this Agreement or to perform any
                  statutory duty; or

         36.1.11  the DBFO Co fails to pay any sum due to the Secretary of State
                  hereunder (which sum is not in dispute) and such failure
                  continues for 90 days; or

         36.1.12  the DBFO Co commits any breach of Clause 2.4.1 or Clause
                  41.2.1; or

         36.1.13  the DBFO Co either:

                  36.1.13.1 commits a serious breach of any of its material
                            obligations under the Lease; or

                  36.1.13.2 neglects persistently to comply with any of its
                            material obligations under the Lease and such
                            neglect has a material effect on the performance of
                            the Operations; or

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         36.1.14  the failure of the DBFO Co fully to perform its obligations
                  under Clause 7.3.4 or Clause 7.3.5 by the date for such
                  performance specified in such Clause,

         provided that:

         (A)      none of the events or circumstances set out in Clause 36.1.5,
                  36.1.6 or 36.1.7 shall constitute an Event of Default to the
                  extent that Penalty Points are awarded in respect thereof
                  under Clause 24.2; and

         (B)      the appointment of any receiver or manager or administrative
                  receiver of the whole or any part of the assets of the DBFO Co
                  shall not constitute an Event of Default under Clause 36.1.1.2
                  if on the date of such appointment the Intercreditor Agent
                  delivers a Step-In Bond to the Secretary of State and the
                  Step-In Obligor gives to the Secretary of State a Step-In
                  Undertaking in accordance with the terms of Clause 4.2.3 of
                  the Direct Agreement, provided further that if the
                  Intercreditor Agent on behalf of the Credit Providers fails to
                  observe or perform in full any of its material obligations and
                  liabilities under the Direct Agreement or the Step-In Obligor
                  fails to perform in full any of its material obligations and
                  liabilities under such Step-In Undertaking, or the Step-In
                  Period shall be terminated (whether by expiry or otherwise),
                  and, in any such case, such appointment is continuing, then
                  such appointment shall constitute an Event of Default under
                  Clause 36.1.1.2 with effect from the time of such failure by
                  the Intercreditor Agent or the Step-In Obligor (as the case
                  may be) or such termination of the Step-in Period.

36.2     Notification of Events of Default

         The DBFO Co undertakes that it shall notify the Secretary of State of
         the occurrence and details of any Event of Default and of any event or
         circumstance which would, with the passage of time or otherwise,
         constitute or give rise to an Event of Default, in either case promptly
         upon the DBFO Co becoming aware of the occurrence thereof.

36.3     Remedies

         Upon the occurrence of an Event of Default, and so long as the same is
         continuing or there are any outstanding liabilities owing by the DBFO
         Co to the Secretary of State arising as a consequence of the occurrence
         of an Event of Default, the Secretary of State may at his option and
         without prejudice to any of his other rights or remedies and to any
         rights of action which shall accrue or shall have already accrued to
         the Secretary of State do any or all of the following (provided that
         where the Secretary of State has given.a Termination Notice pursuant to
         Clause 3.1 of the Direct Agreement any or all of the following rights
         or remedies shall continue to be exercisable, subject to the terms of
         the Direct Agreement, notwithstanding that such Event of Default has
         ceased to be continuing or there are no longer any such outstanding
         liabilities owing by the DBFO Co to the Secretary of State):

         36.3.1   subject to Clause 36.3A, suspend payment of the DBFO Payments
                  and any other payments otherwise due hereunder or retain any
                  amount due from the Secretary of State to the DBFO Co
                  howsoever arising;

         36.3.2   apply any sums standing to the credit of the Retention Account
                  in accordance with Clause 17.7.11;

         36.3.3   without determining this Agreement, by notice in writing
                  having immediate effect suspend performance by the DBFO Co of
                  part only of the functions to be performed by it under this
                  Agreement until such time as the DBFO Co shall have
                  demonstrated to the reasonable satisfaction of the Secretary
                  of State that it will perform and is capable of performing it
                  obligations under this Agreement and thereafter himself
                  perform or procure a third party to perform such part of the
                  functions for such period, and in such event the provisions of
                  Clause 36.4 shall apply;

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         36.3.4   in the case of the Events of Default referred to in Clauses
                  36.1.1 to 36.1.4 (both inclusive), Clause 36.1.8 and Clause
                  36.1.6.2 and any other Event of Default arising as a result of
                  a breach of this Agreement by the DBFO Co which is incapable
                  of remedy, terminate the Agreement in its entirety by notice
                  in writing having immediate effect;

         36.3.5   in the case of any Event of Default other than those referred
                  to in Clause 36.3.4, serve notice of default on the DBFO Co
                  requiring the DBFO Co at the DBFO Co's option either:

                  36.3.5.1          to remedy the breach or breaches referred to
                                    in such notice of default within 60 days of
                                    such notice (or such longer period as may be
                                    agreed by the Secretary of State in his
                                    absolute discretion); or

                  36.3.5.2          to put forward within 21 days of such notice
                                    a reasonable programme for the remedying of
                                    the breach or breaches, such programme to
                                    specify in reasonable detail the manner in
                                    which such breach or breaches is or are
                                    proposed to be remedied and the latest date
                                    by which it is proposed that such breach or
                                    all such breaches shall be remedied, and the
                                    provisions of Clause 36.5 shall apply.

36.3A    Suspension of Payments

         36.3A.1      The rights of the-Secretary of State under Clause 36.3.1
                      to suspend payment of or retain the amount of any payment
                      which would have been due and payable to the DBFO Co but
                      for the exercise by the Secretary of State of his rights
                      under such Clause (together "Relevant Payments") shall be
                      exercisable in accordance with and subject to the
                      following provisions of this Clause 36.3A.

         36.3A.2      If the DBFO Co is performing none of the Service
                      Obligations at any time following the occurrence of an
                      Event of Default, the Secretary of State may suspend or
                      retain Relevant Payments in full, without prejudice to the
                      Secretary of State's obligations to resume the making of
                      Relevant Payments under Clause 36.3A.4 if performance of
                      the Service Obligations is subsequently resumed in full or
                      in part, as the case may be.

         36.3A.3      For so long as the DBFO Co performs all of the Service
                      Obligations in full continuously and at all times
                      following the occurrence of an Event of Default, the
                      Secretary of State shall continue to make Relevant
                      Payments in full (subject to prior deduction of any costs
                      of the Secretary of State arising from or in connection
                      with such Event of Default, including without limitation
                      all administrative expenses of the Secretary of State
                      including general staff costs and overheads).

         36.3A.4      If and for so long as neither Clause 36.3A.2 nor Clause
                      36.3A.3 applies following the occurrence of an Event of
                      Default, the Secretary of State may suspend or retain
                      Relevant Payments in full until such time as the DBFO Co
                      has demonstrated to the reasonable satisfaction of the
                      Secretary of State that it is capable of performing all of
                      the Service Obligations and the DBFO Co resumes such
                      performance. Upon resumption of such performance, and
                      subject to there being no continuing Event of Default or
                      other material unperformed obligations under this
                      Agreement:

                      36.3A.4.1     the Secretary of State shall resume the
                                    making of Relevant Payments with effect
                                    from, and in respect of periods commencing
                                    after, such resumption of performance
                                    (provided that if the amount of the costs
                                    referred to in Clause 36.3A.4.2.2 exceeds
                                    the amount of the Accrued Relevant Payments
                                    (as defined in Clause 36.3A.4.2.1) the
                                    Secretary of State shall be entitled to
                                    deduct the amount of such excess from such
                                    Relevant Payments until discharged); and

                      36.3A.4.2     subject to the DBFO Co performing all of the
                                    Service Obligations in full continuously and
                                    at all times for a period of not less than
                                    one month after such

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                                    resumption of such performance, the
                                    Secretary of State shall pay to the DBFO Co
                                    an amount equal to the lesser of:

                                    36.3A.4.2.1  such proportion of those
                                                 payments (the "Accrued Relevant
                                                 Payments") constituting the
                                                 Relevant Payments accrued (but
                                                 unpaid) during the period (the
                                                 "Default Period") from the
                                                 occurrence of the relevant
                                                 Event of Default to the date of
                                                 such resumption of performance
                                                 as equates to the proportion
                                                 (as determined by the Secretary
                                                 of State) which the actual
                                                 amount of the Service
                                                 Obligations performed by the
                                                 DBFO Co during the Default
                                                 Period bears to the full amount
                                                 of Service Obligations falling
                                                 due to be performed by it
                                                 during such Period; and

                                    36.3A.4.2.2  the amount of the Accrued
                                                 Relevant Payments less the
                                                 amount of any costs of the
                                                 Secretary of State arising from
                                                 or in connection with the
                                                 relevant Event of Default,
                                                 including without limitation
                                                 all costs incurred by him in
                                                 performing or engaging others
                                                 to perform the functions of the
                                                 DBFO Co and all administrative
                                                 expenses of the Secretary of
                                                 State including general staff
                                                 costs and overheads.

         36.3A.5      In this Clause 36.3A "Service Obligations" means all or
                      any of the DBFO Co's obligations under this Agreement
                      falling due to be performed at the relevant time, as
                      determined by the Secretary of State, in respect of or in
                      connection with the operation and maintenance of the
                      Project Facilities (including without limitation the
                      performance of any Maintenance Works and any Routine
                      Maintenance) and the conduct of any other works or
                      operations on or in relation to the Project Facilities,
                      the Site or the Adjacent Areas and any other obligation of
                      the DBFO Co under this Agreement arising after the issue
                      of the Permit to Use.

         36.3A.6  Notwithstanding the foregoing provisions of this Clause 36.3A:

                      36.3A.6.1     if, during the subsistence of an Event of
                                    Default, the DBFO Co considers that, solely
                                    by reason of any suspension or retention of
                                    Relevant Payments under Clause 36.3A.2 or
                                    36.3A.4, the DBFO Co has insufficient
                                    financial resources from which to fund
                                    Relevant O&M Costs, the DBFO Co may serve a
                                    written notice to such effect on the
                                    Secretary of State, together with
                                    particulars supporting such assertion;

                      36.3A.6.2     the Secretary of State shall, within 15 days
                                    after receipt of such notice (and subject to
                                    receipt of such further supporting
                                    particulars as he shall reasonably require)
                                    notify the DBFO Co whether or not he agrees
                                    that the DBFO Co has insufficient financial
                                    resources from which to fund Relevant O&M
                                    Costs; if the Secretary of State does not so
                                    agree, either Party may refer the matter for
                                    determination under the Disputes Resolution
                                    Procedure;

                      36.3A.6.3     subject to agreement or determination of the
                                    matters referred to in Clauses 36.3A.6.1 and
                                    36.3A.6.2, the Secretary of State shall, in
                                    respect of each month during the Partial
                                    Payment Period, pay to the DBFO Co the
                                    Permitted O&M Payment in respect of such
                                    month, such payment to be made subject to
                                    and in accordance with the following
                                    provisions of this Clause 36.3A.6 and,
                                    subject to such provisions, Clause 30;

                      36.3A.6.4     the DBFO Co shall promptly submit to the
                                    Department's Representative all such proof
                                    of expenditure in respect of the Relevant
                                    O&M Costs in respect of each month during
                                    the Partial Payment Period as the
                                    Department's Representative shall require
                                    for the purpose of determining the amount of
                                    the Permitted O&M Payment for such month;

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                      36.3A.6.5     (subject to his having received from the
                                    DBFO Co such proof of expenditure as the
                                    Department's Representative shall have
                                    required for such purposes in accordance
                                    with Clause 36.3A.6.4) the Department's
                                    Representative shall determine the Relevant
                                    O&M Costs and the amount of the Permitted
                                    O&M Payment in respect of each month during
                                    the Partial Payment Period as soon as
                                    reasonably practicable following the end of
                                    that month;

                      36.3A.6.6     prior to the malting of any Permitted O&M
                                    Payment, the Secretary of State and the DBFO
                                    Co shall procure that there is established
                                    an account (the "O&M Account") in the joint
                                    names of the Secretary of State and the DBFO
                                    Co with a bank located in the United
                                    Kingdom, the mandate for which shall include
                                    a condition that no cheques or other
                                    payments may be drawn against or debited to
                                    the O&M Account without the prior written
                                    authority or countersignature of a duly
                                    authorised representative of the
                                    Department's Representative;

                      36.3A.6.7     all Permitted O&M Payments shall be paid by
                                    the Secretary of State directly to the O&M
                                    Account for application in accordance with
                                    the provisions of this Clause 36.3A;

                      36.3A.6.8     the amount of the Permitted O&M Payment in
                                    respect of a month which is credited to the
                                    O&M Account shall be applied in or towards
                                    the discharge (to the extent of the
                                    Permitted O&M Payment) of the Relevant O&M
                                    Costs for such month, provided that no
                                    cheques or other payments may be drawn
                                    against or debited to the O&M Account
                                    without the prior written authority or
                                    countersignature of the Department's
                                    Representative;

                      36.3A.6.9     the Department's Representative may only
                                    withhold his authority or countersignature
                                    for the purposes of Clause 36.3A.6.6 or
                                    Clause 36.3A.6.8 if:

                                    36.3A.6.9.1  the relevant cheque or other
                                                 payment is not being drawn
                                                 against or debited to the O&M
                                                 Account in or towards the
                                                 discharge (to the extent of the
                                                 Permitted O&M Payment) of the
                                                 Relevant O&M Costs for the
                                                 relevant month; or

                                    36.3A.6.9.2  the proposed payee of the
                                                 relevant cheque or other
                                                 payment is not the payee
                                                 identified in the proof of
                                                 expenditure provided to the
                                                 Department's Representative
                                                 under Clause 36.3A.6.4;

                                    36.3A.6.10   without prejudice to Clause
                                                 41.2.1, and notwithstanding
                                                 Clause 41.2.2, the DBFO Co
                                                 shall not assign or transfer
                                                 any interest in, or create or
                                                 allow to subsist any
                                                 Encumbrance, trust or other
                                                 interest in or over, the O&M
                                                 Account or any Permitted O&M
                                                 Payment or any interest in
                                                 either of them;

                                    36.3A.6.11   for the avoidance of doubt,
                                                 neither the suspension or
                                                 retention of any Relevant
                                                 Payments under Clauses 36.3A.2
                                                 and 36.3A.4 nor the limitation
                                                 of the amount of any
                                                 Provisional Monthly Payment in
                                                 accordance with the foregoing
                                                 provisions of this Clause
                                                 36.3A.6 shall in any way
                                                 release, diminish or affect, or
                                                 relieve the DBFO Co from, any
                                                 of the DBFO Co's obligations
                                                 and liabilities under this
                                                 Agreement;

                                    36.3A.6.12   in determining whether, for the
                                                 purposes of this Clause
                                                 36.3A.6, the DBFO Co has
                                                 insufficient financial
                                                 resources from which to fund
                                                 Relevant O&M Costs, regard
                                                 shall be had only to amounts
                                                 standing to the credit of:

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                                                 (a) the Operating Account to
                                                     the extent that such funds
                                                     represent Included Funds;

                                                 (b) the Maintenance Reserve
                                                     Account to the extent that
                                                     such funds represent funds
                                                     for the Relevant O&M Costs
                                                     to which this Clause
                                                     36.3A.6 refers (the
                                                     certificate of the
                                                     Intercreditor Agent as to
                                                     such amount being
                                                     conclusive in the absence
                                                     of manifest error); and

                                                 (c) any accounts which the DBFO
                                                     Co may from time to time
                                                     hold other than the Cash
                                                     Collateral Account, the EIB
                                                     Collateral Accounts, and
                                                     other accounts which are
                                                     not Project Accounts at the
                                                     time in question for the
                                                     purposes of the
                                                     Intercreditor Agreement.

                                    36.3A.6.13   For the purposes of this Clause
                                                 36.3A.6:

                                                 "Cash Collateral Account" has
                                                 the meaning given in the
                                                 facility agreement referred to
                                                 in Clause 2.3.1.3.2;

                                                 "Included Funds" means the
                                                 amount, for the time being,
                                                 standing to the credit of the
                                                 Operating Account to the extent
                                                 that the DBFO Co would be
                                                 permitted to withdraw such
                                                 funds on the next Payment Date
                                                 in accordance with paragraph
                                                 (xx) or (xxi) of Clause 16.3
                                                 and Clause 16.7 of the
                                                 Intercreditor Agreement;

                                                 "Intercreditor Agreement" means
                                                 the intercreditor agreement
                                                 referred to in Clause
                                                 2.3.1.3.19;

                                                 "Partial Payment Period" means
                                                 the period:

                                                 (a) commencing on the date
                                                     agreed or determined in
                                                     accordance with Clause
                                                     36.3A.6.2 to be the first
                                                     date following the relevant
                                                     suspension or retention of
                                                     Relevant Payments on which
                                                     the DBFO Co had
                                                     insufficient financial
                                                     resources from which to
                                                     finance Relevant O&M Costs;
                                                     and

                                                 (b) ending on the date which is
                                                     the earlier of:

                                                     (i)  the date on which the
                                                          Secretary of State
                                                          resumes the making of
                                                          Relevant Payments
                                                          under Clause
                                                          36.3A.4.1; and

                                                     (ii) the Termination Date;

                                                 "Permitted O&M Payment" means
                                                 an amount determined by the
                                                 Department's Representative as
                                                 being equal to the lesser of:

                                                 (a) an amount equal to one
                                                     twelfth of the Projected
                                                     Relevant O&M Costs for the
                                                     Contract Year in which the
                                                     first day of such month
                                                     occurs; and

                                                 (b) the amount of the Relevant
                                                     O&M Costs in respect of
                                                     such month;

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                                                 less, in either case, the
                                                 amount of any financial
                                                 resources available to the DBFO
                                                 Co for the purposes of funding
                                                 any of the Relevant O&M Costs
                                                 in respect of such month;

                                                 "Projected Relevant O&M Costs"
                                                 means, in respect of any
                                                 Contract Year, the projected
                                                 amount of routine maintenance
                                                 costs and winter maintenance
                                                 costs in respect of such
                                                 Contract Year as shown in the
                                                 Financial Model as in force at
                                                 the date of this Agreement;

                                                 "Relevant O&M Costs" means, in
                                                 respect of any month, the
                                                 aggregate amount (as determined
                                                 by the Department's
                                                 Representative), excluding VAT,
                                                 of:

                                                 (a) costs properly and
                                                     prudently incurred by the
                                                     DBFO Co in the carrying out
                                                     of Routine Maintenance in
                                                     respect of the Project Road
                                                     during such month; and

                                                 (b) reasonable administrative
                                                     and staff costs properly
                                                     and prudently incurred by
                                                     the DBFO Co in respect of
                                                     such month for the purposes
                                                     of carrying out the Routine
                                                     Maintenance referred to in
                                                     paragraph (a) above;

                                                 and the following terms have
                                                 the meanings ascribed to them
                                                 in the Intercreditor Agreement:

                                                     (a) EIB Collateral
                                                         Accounts;

                                                     (b) Intercreditor Agent;

                                                     (c) Maintenance Reserve
                                                         Account;

                                                     (d) Operating Account;

                                                     (e) Payment Date; and

                                                     (f) Project Accounts.

36.4     Partial Suspension

         In the case of a partial suspension of the performance by the DBFO Co
         under this Agreement in accordance with Clause 36.3.3, the DBFO Co
         shall (save to the extent that the Secretary of State is reimbursed in
         respect of such costs by means of any deduction from payments made by
         him under Clause 36.3A.3 or Clause 36.3A.4) reimburse the Secretary of
         State for all costs reasonably incurred by him in performing or
         engaging others to perform the functions of the DBFO Co which are
         suspended (including, without limitation, the relevant administrative
         expenses of the Secretary of State, including an appropriate sum in
         respect of general staff costs and overheads).

36.5     Termination in Full

         36.5.1   Where the DBFO Co puts forward a programme in accordance with
                  Clause 36.3.5.2 the Secretary of State shall have 28 days
                  within which to notify the DBFO Co that it does not accept
                  such programme as being reasonable, failing which the
                  Secretary of State shall be deemed to have accepted such
                  programme. Where the Secretary of State notifies the DBFO Co
                  that it does not accept such programme as being reasonable,
                  the parties shall endeavour

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                  within the following 7 days to agree any necessary amendments
                  to the programme put forward. In the absence of agreement
                  within such 7 day period, the question of whether or not the
                  programme (as the same may have been amended by agreement) is
                  reasonable may be referred by either Party to the Disputes
                  Resolution Procedure.

         36.5.2   If:

                  36.5.2.1 the breach or breaches notified in a notice of
                           default served under Clause 36.3.5 is or are not
                           remedied:

                           36.5.2.1.1 before the expiry of the period referred
                                      to in Clause 36.3.5.1 (if applicable); or

                           36.5.2.1.2 where the DBFO Co puts forward a programme
                                      pursuant to Clause 36.3.5.2 which has been
                                      accepted by the Secretary of State or
                                      determined by the Disputes Resolution
                                      Procedure as being reasonable, in
                                      accordance with such programme; or

                  36.5.2.2 such programme as is put forward by the DBFO Co
                           pursuant to Clause 36.3.5.2 is rejected by the
                           Secretary of State as not being reasonable, and the
                           Disputes Resolution Procedure does not find against
                           that rejection,

                  the Secretary of State may terminate this Agreement in its
                  entirety by notice in writing having immediate effect.

36.6     Savings

         The rights of the Secretary of State under this Clause 36 are in
         addition and without prejudice to any other right the Secretary of
         State may have to claim the amount of any loss or damage suffered by
         the Secretary of State on account of the acts or omissions of the DBFO
         Co, whether pursuant to any bond or guarantee given in accordance with
         the requirements of this Agreement or otherwise.

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37.      TERMINATION BY THE DBFO CO

37.1     DBFO Co Termination Events

         The following are DBFO Co Termination Events:

         37.1.1   the Government sequesters, requisitions or otherwise seizes
                  the Project Facilities or any, or any material part of any, of
                  them otherwise than pursuant to this Agreement or otherwise
                  than as a result of any default by the DBFO Co;

         37.1.2   the Secretary of State shall fail to issue the Certificate of
                  Commencement within 14 days after the date of receipt by the
                  Secretary of State of the DBFO Co's notice under Clause 7.2;

         37.1.3   the Secretary of State shall be in material breach of its
                  obligations under Clause 8.1 [Access for DBFO Co] and such
                  breach shall materially adversely affect the ability of the
                  DBFO Co to perform its obligations under this Agreement for a
                  period of not less than 180 days;

         37.1.4   the Secretary of State shall cease to be the highway authority
                  in respect of the Project Road or any material part of the
                  Project Road (but excluding by way of any temporary or
                  permanent delegation of the whole or any part of his statutory
                  functions as highway authority);

         37.1.5   the obligations of the Secretary of State under this Agreement
                  shall (without the prior consent of the DBFO Co, such consent
                  not to be unreasonably withheld or delayed) be novated or
                  otherwise transferred (whether by virtue of any Law or any
                  scheme pursuant to any Law or otherwise) to another person
                  other than:

                  37.1.5.1 any department, office, instrumentality or agency of
                           the Government; or

                  37.1.5.2 any person whose obligations under this Agreement are
                           guaranteed by the Government or any department,
                           office, instrumentality or agency of the Government;

         37.1.6   the Secretary of State shall fail to pay any sum due to the
                  DBFO Co hereunder (which sum is not in dispute), and such
                  failure continues for 90 days; or

         37.1.7   the failure by the Secretary of State to take any action which
                  gives rise to the circumstances referred to in Clause 25.5.3.

37.2     Termination Procedure

         37.2.1   Upon the occurrence of a DBFO Co Termination Event and so long
                  as such DBFO Co Termination Event is subsisting, the DBFO Co
                  may at its option serve notice on the Secretary of State of
                  the occurrence of such DBFO Co Termination Event. If the
                  relevant matter or circumstance has not been rectified or
                  remedied by the Secretary of State or otherwise within 60 days
                  of such notice, the DBFO Co may serve a further notice on the
                  Secretary of State terminating this Agreement with immediate
                  effect.

         37.2.2   Upon a termination of this Agreement pursuant to Clause 37.2.1
                  (other than a termination for the reason set out in Clause
                  37.1.7), the DBFO Co shall be entitled to compensation in
                  accordance with Clause 40 [Compensation on Termination].

         37.2.3   The DBFO Co may give notice to the Secretary of State
                  terminating this Agreement only in accordance with the
                  provisions of this Clause 37.2, Clause 38.1.1.1, Clause 38.4
                  or Clause 38.5.

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38.      NON-DEFAULT TERMINATION

38.1     Termination for Eligible Force Majeure

         38.1.1   Where an occurrence of Eligible Force Majeure renders the
                  performance of this Agreement financially or practicably
                  impossible or has a fundamental effect on the rights or
                  obligations of either of the Parties:

                  38.1.1.1 in either case for a continuous period of more than
                           18 months, either Party may, following consultation
                           for a period of not less than a further 90 days to
                           reach a solution acceptable to both Parties, and so
                           long as such circumstances continue, terminate this
                           Agreement by notice to the other having immediate
                           effect; or

                  38.1.1.2 the Secretary of State may at any time after such
                           occurrence, but following consultation for a period
                           of not less than 90 days to reach a solution
                           acceptable to both Parties, and so long as such
                           circumstances continue, terminate this Agreement by
                           notice to the DBFO Co having immediate effect.

         38.1.2   In the event of any termination pursuant to Clause 38.1.1.1,
                  the Secretary of State shall pay to the DBFO Co the amounts
                  determined in accordance with Clause 40.3.

         38.1.3   In the event of any termination by the Secretary of State
                  pursuant to Clause 38.1.1.2, the Secretary of State shall pay
                  to the DBFO Co the amounts determined in accordance with
                  Clause 40.3 and Clause 40.4.

38.2     Expiry of Term

         This Agreement shall terminate automatically upon the expiry of the
         period of 30 years from the Commencement Date (or such other period as
         may be substituted therefor in accordance with Clause 3 or Clause
         33.4.4) unless it shall have previously been terminated in accordance
         with the provisions of this Agreement.

38.3     Termination for Failure to Provide Access to DBFO Co

         38.3.1   If:

                  38.3.1.1 there shall be a material breach by the Secretary of
                           State of the provisions of Clause 8.1 [Access for
                           DBFO Co] giving rise to a Compensation Event;

                  38.3.1.2 the DBFO Co shall be entitled to be compensated in
                           respect of such Compensation Event under the General
                           Change Procedure; and

                  38.3.1.3 the period in respect of which such compensation is
                           payable by the Secretary of State exceeds 180 days in
                           aggregate,

                  then the Secretary of State may at any time after such 180 day
                  period terminate this Agreement by notice to the DBFO Co
                  having immediate effect.

         38.3.2   In the event of any termination pursuant to Clause 38.3.1, the
                  Secretary of State shall pay to the DBFO Co the amounts
                  determined in accordance with Clause 40.2 or Clause 40.3, as
                  the case may be, and Clause 40.4.

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38.4     Termination for Failure to Exercise Powers

         If the Parties are unable to reach agreement within the period of 90
         days referred to in Clause 25.5.4, then either Party may terminate this
         Agreement by notice to the other, provided that the DBFO Co shall not
         be entitled to any compensation as a consequence of any such
         termination.

38.5     Termination on Relevant Change in Law

         38.5.1   If a Relevant Change in Law comes into effect which renders
                  illegal or impossible (but not merely more expensive) all or
                  substantially all of the DBFO Co's obligations under this
                  Agreement, then either Party may terminate this Agreement by
                  notice to the other.

         38.5.2   In the event of any termination pursuant to Clause 38.5.1, the
                  Secretary of State shall pay to the DBFO Co the amounts
                  determined in accordance with Clause 40.3 and Clause 40.4.

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39.      EFFECT OF TERMINATION

39.1     Step-in Rights

         39.1.1   Without prejudice to Clause 24.5 [Step-In Rights], in the
                  event that the Secretary of State has given notice of default
                  or notice of termination under Clause 36.3, Clause 36.5,
                  Clause 38.1, Clause 38.3, Clause 38.4 or Clause 38.5 or the
                  DBFO Co has given notice of termination under Clause 37.2,
                  Clause 38.1.1.1, Clause 38.4 or Clause 38.5 and, in any such
                  case, members of the public shall be unable to use the Project
                  Facilities either safely, without undue delay or at all, then:

                  39.1.1.1 the Secretary of State may by 7 days notice to the
                           DBFO Co expel the DBFO Co from the Site and the
                           Adjacent Areas without thereby avoiding this
                           Agreement or releasing the DBFO Co from any of its
                           outstanding obligations or liabilities under this
                           Agreement; and

                  39.1.1.2 whether or not he exercises the right under Clause
                           39.1.1.1, the Secretary of State may take, or employ
                           others to take, such steps in relation to the
                           operation and maintenance of the Project Facilities
                           as he may think fit to protect the position of such
                           members of the public, and (in the case of a notice
                           of default or notice of termination under Clause 36.3
                           or Clause 36.5) the Secretary of State may recover
                           all costs of so doing (including, without limitation,
                           the relevant administrative expenses of the Secretary
                           of State, including an appropriate sum in respect of
                           general staff costs and overheads) from the DBFO Co.

         39.1.2   For the avoidance of doubt, subject to the exercise by the
                  Secretary of State of any right under Clause 39.1.1, the
                  Parties shall continue to perform their obligations under this
                  Agreement notwithstanding the giving of any notice of default
                  or notice of termination until the termination of this
                  Agreement becomes final in accordance with the provisions of
                  this Clause 39.

39.2     Disputed Termination

         39.2.1   Notwithstanding the provisions of Clauses 36.3 [Remedies],
                  36.5 [Termination in Full], 37.2 [Termination Procedure], 38.1
                  [Termination for Eligible Force Majeure], 38.3 [Termination
                  for Failure to Provide Access to DBFO Co], 38.4 [Termination
                  for Failure to Exercise Powers] and 38.5 [Termination on
                  Relevant Change in Law], where either Party has given notice
                  of termination of this Agreement and the other Party has
                  within 14 days of receipt of such notice referred the question
                  of whether or not this Agreement has been wrongfully
                  terminated to the Disputes Resolution Procedure, termination
                  of this Agreement shall not take effect unless and until it is
                  finally determined in accordance with the Disputes Resolution
                  Procedure that such termination is not wrongful.

         39.2.2   If at any time a notice of termination has been received and a
                  reference to the Disputes Resolution Procedure has not been
                  made pursuant to Clause 39.2.1, then either Party may (within
                  the 14 days period referred to in Clause 39.2.1) apply to the
                  Court for injunctive or declaratory relief (whichever shall be
                  appropriate) in respect of such purported termination and/or
                  refer to the Court the question whether this Agreement has
                  been wrongfully terminated and, if so, the damages accruing
                  therefrom, in which event such matter shall be dealt with by
                  the Court and not pursuant to the Disputes Resolution
                  Procedure. Termination of this Agreement shall not take effect
                  until it has been finally determined by the Court whether or
                  not injunctive or declaratory relief is to be granted. Any
                  Court proceedings shall be conducted by both Parties with due
                  expedition.

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         39.2.3   If the Secretary of State has given notice of termination of
                  this Agreement to the DBFO Co and has exercised the right
                  referred to in Clause 39.1.1.1, then such termination shall be
                  final notwithstanding a determination under the Disputes
                  Resolution Procedure that such termination was wrongful and
                  the DBFO Co shall not be entitled to access to any part of the
                  Site or Adjacent Areas.

39.3     Savings

         39.3.1   Save as otherwise expressly provided in this Agreement:

                  39.3.1.1 termination of this Agreement shall be without
                           prejudice to any accrued rights and obligations under
                           this Agreement as at the date of termination
                           (including without limitation the right of the
                           Secretary of State to recover damages from the DBFO
                           Co where the termination has arisen as a result of an
                           Event of Default); and

                  39.3.1.2 termination of this Agreement shall not affect the
                           continuing rights and obligations of the DBFO Co and
                           the Secretary of State under Clauses 14.7 [Removal of
                           Signs], 18 [Insurance], 27.2 [Claims Against Third
                           Parties], 29 [Calculation of Payments], 30 [Invoicing
                           and Payment], 35 [Indemnities], 38.1 [Termination for
                           Eligible Force Majeure], 38.3 [Termination for
                           Failure to Provide Access to DBFO Co], 38.4
                           [Termination for Failure to Exercise Powers], 38.5
                           [Termination on Relevant Change in Law], 40
                           [Compensation on Termination], 44 [Taxes], 45
                           [Intellectual Property] and 46 [Confidentiality],
                           Schedules 14 [Records and Reports] and 15 [Disputes
                           Resolution Procedure] and this Clause 39 or under any
                           other Clause which is expressed to survive
                           termination or which is required to give effect to
                           such termination or the consequences of such
                           termination.

                  Save as provided in this Clause 39.3, all rights and
                  obligations of the Secretary of State and the DBFO Co under
                  this Agreement shall cease and be of no further force and
                  effect upon termination of this Agreement.

         39.3.2   Notwithstanding any breach of this Agreement by either Party
                  and without prejudice to any other rights which the other
                  Party may have in relation thereto, the other Party may elect
                  to continue to treat this Agreement as in full force and
                  effect and to enforce its rights hereunder, and failure of
                  either Party to exercise any right hereunder including any
                  right to terminate this Agreement and any right to claim
                  damages shall not be deemed a waiver of such right for any
                  continuing or subsequent breach.

39.4     Transfer of Assets, etc

         On the termination of this Agreement (other than by a novation of this
         Agreement to a Substitute Entity as defined in, and in accordance with,
         the Direct Agreement) or, in the case of Clause 39.4.5, on and for the
         duration of the exercise by the Secretary of State of his step-in
         rights under Clause 39.1.1:

         39.4.1   the rights of access under Clause 8.1 [Access for DBFO Co]
                  shall automatically terminate;

         39.4.2   if prior to the issue of the Completion Certificate, the DBFO
                  Co shall transfer to and there shall vest in the Secretary of
                  State such part of the Works as shall have been carried out,
                  and if the Secretary of State so elects:

                  39.4.2.1 the Construction Contract shall be novated to the
                           Secretary of State (and upon such election the DBFO
                           Co shall take all necessary steps as soon as
                           reasonably practicable to procure such novation to
                           the Secretary of State) and all Plant and

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                           all materials on the Site or adjacent thereto shall
                           remain available to him for the purposes of
                           completing the Works; and

                  39.4.2.2 the Construction Plant shall remain available to the
                           Secretary of State for the purposes of completing the
                           Works subject to payment therefor of a reasonable
                           hire charge;

         39.4.3   the DBFO Co shall hand over to and there shall vest in the
                  Secretary of State any interest of the DBFO Co in the Project
                  Facilities, which in the case of the termination of this
                  Agreement in accordance with Clause 38.2 shall be in the state
                  required in accordance with Clause 17 [Handback];

         39.4.4   if the Secretary of State so elects, each Relevant O&M
                  Contract in effect at the Termination Date shall be novated to
                  him and upon such election the DBFO Co shall take all
                  necessary steps as soon as reasonably practicable to procure
                  such novation to the Secretary of State;

         39.4.5   the Secretary of State shall have an option to purchase or
                  (where the Secretary of State has exercised his step-in rights
                  under Clause 39.1.1) hire from the DBFO Co or any of its
                  Associated Companies at a fair market value (as between a
                  willing vendor and willing purchaser, with any disputes as to
                  such fair market value being determined by the Expert) and
                  free from any security interest all or any part of the stocks
                  of material, road vehicles, spare parts and other moveable
                  property owned by the DBFO Co or any of its Associated
                  Companies and reasonably required in connection with the
                  operation and maintenance of the Project Facilities;

         39.4.6   the DBFO Co shall deliver to the Secretary of State or his
                  designee "as built drawings" showing all alterations made
                  since the commencement of operation for the Project
                  Facilities;

         39.4.7   the DBFO Co shall deliver to the Secretary of State operation
                  and maintenance manuals for the Project Facilities, including
                  without limitation in respect of communications; signalling
                  and other systems in service at the Termination Date;

         39.4.8   the DBFO Co shall procure that the benefit of all
                  manufacturer's warranties in respect of mechanical and
                  electrical equipment included in the Project Facilities is
                  assigned to the Secretary of State; and

         39.4.9   the DBFO Co shall deliver to the Secretary of State or his
                  designee the records referred to in Clause 23.4.3.

39.5     Handover

         On the termination of this Agreement for any reason:

         39.5.1   the DBFO Co shall cooperate fully with the Secretary of State
                  and any successor operator of the Project Facilities in order
                  to achieve a smooth transfer of the operation of the Project
                  Facilities, so as to protect the safety of and avoid undue
                  delay or inconvenience to the members of the public;

         39.5.2   the DBFO Co shall as soon as practicable remove from the Site,
                  the Adjacent Areas and, without prejudice to the terms of the
                  Lease, the Maintenance Depot, all Plant, materials,
                  Construction Plant, temporary buildings, road vehicles, spare
                  parts and other property not required by the Secretary of
                  State pursuant to Clause 39.4.2 or acquired by the Secretary
                  of State pursuant to Clause 39.4.5, and if it has not done so
                  within 28 days after any notice from the Secretary of State
                  requiring it to do so the Secretary of State may (without
                  being responsible for any Loss (unless caused by his gross
                  negligence or wilful default)) remove

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                  and sell any such property and shall hold any proceeds less
                  all costs incurred to the credit of the DBFO Co;

         39.5.3   the DBFO Co shall within 1 week of the Termination Date
                  deliver to the Department's Representative:

                  39.5.3.1 keys to all traffic sign housings; and

                  39.5.3.2 lifting keys for all types of chamber covers; and

         39.5.4   the DBFO Co shall as soon as practicable vacate the Site, the
                  Adjacent Areas and, without prejudice to the terms of the
                  Lease, the Maintenance Depot and shall leave the Site, the
                  Adjacent Areas and, without prejudice to the terms of the
                  Lease, the Maintenance Depot in a clean and orderly condition.

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40.      COMPENSATION ON TERMINATION

40.1     Termination Accounts

         40.1.1       The DBFO Co shall procure that not later than 90 days
                      after termination of this Agreement pursuant to Clause 37
                      [Termination by the DBFO Co] (other than a termination for
                      the reason set out in Clause 37.1.7), Clause 38.1
                      [Termination for Eligible Force Majeure], Clause 38.3
                      [Termination for Failure to Provide Access to DBFO Co] or
                      Clause 38.5 [Termination on Relevant Change in Law] (or
                      such longer period as may be agreed between the
                      Department's Representative and the DBFO Co's auditors),
                      the Termination Accounts shall be drawn up. The
                      Termination Accounts shall be audited by the DBFO Co's
                      auditors and shall have annexed thereto a report signed by
                      the DBFO Co's auditors in respect of the amount of the
                      deductions to be made pursuant to Clause 40.3.2, which
                      such report shall for the purposes of this Clause 40 be
                      deemed to form part of the Termination Accounts.

         40.1.2       The Termination Accounts shall be presented to the
                      Department's Representative for review. In order to enable
                      the Department's Representative to review the Termination
                      Accounts, the DBFO Co will ensure that it keeps up to date
                      and makes available at all reasonable times to the
                      Department's Representative and its or the Secretary of
                      State's professional advisers all books, records and other
                      information as may be reasonably required by the
                      Department's Representative or its or the Secretary of
                      State's professional advisers. The DBFO Co shall and shall
                      procure that its auditors shall cooperate with the
                      Department's Representative and its or the Secretary of
                      State's professional advisers with regard to such review.

         40.1.3       If the Department's Representative does not within 60 days
                      of presentation to it of the Termination Accounts notify
                      the DBFO Co that it agrees with the basis of preparation
                      of the Termination Accounts and the calculations contained
                      therein, the Parties shall attempt in good faith to reach
                      agreement in respect thereof. If they are unable to do so
                      within 28 days of the expiry of such 60 day period or the
                      earlier notification by the Department's Representative
                      that it does not agree such basis of preparation, any
                      matter over which there is disagreement may be referred to
                      the Expert. The determination by the Expert shall then be
                      reflected in the Termination Accounts which, as so
                      amended, shall be final and binding upon the Parties.

40.2     [Clause not used].

40.3     Termination

         40.3.1       If the DBFO Co terminates this Agreement pursuant to
                      Clause 37 [Termination by the DBFO Co] (other than a
                      termination for the reason set out in Clause 37.1.7) as a
                      consequence of the occurrence of a DBFO Co Termination
                      Event or this Agreement is terminated by either Party
                      pursuant to Clause 38.1.1 or Clause 38.5.1 or by the
                      Secretary of State pursuant to Clause 38.3.1 as a result
                      of the occurrence of an event or circumstance giving rise
                      to such termination after the Commencement Date, then
                      subject to the provisions of Clauses 40.3.2 to 40.3.7
                      (inclusive) the Secretary of State shall pay to the DBFO
                      Co an amount, as determined from the Termination Accounts,
                      equal to the aggregate of:

                      40.3.1.1      the Relevant Funding Liabilities; and

                      40.3.1.2      all other liabilities and obligations of the
                                    DBFO Co to third parties (including
                                    employees) arising out of or in connection
                                    with the Project, which are in existence at
                                    the date of termination or arise as a result
                                    of or in connection with such termination.

         40.3.2       There shall be excluded from the amount payable pursuant
                      to Clause 40.3.1:

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                      40.3.2.1      any liability of the DBFO Co in respect of
                                    subscription monies paid by or any other
                                    obligations owed to holders of the Ordinary
                                    Shares in respect of such Ordinary Shares;

                      40.3.2.2      any sums received in respect of the Project
                                    from the Funders, or otherwise derived from
                                    the Project, and subsequently applied for
                                    purposes other than the Project, such other
                                    purposes not to include the application of
                                    sums by way of the return of principal or
                                    capital or the payment of interest,
                                    dividends or distributions to Funders or
                                    otherwise pursuant to the Funding Agreements
                                    and being, in the case of such principal and
                                    capital, in reduction of amounts owing to
                                    Funders thereunder;

                      40.3.2.3      all liabilities and obligations arising out
                                    of agreements or arrangements entered into
                                    by the DBFO Co prior to such termination, to
                                    the extent that such agreements or
                                    arrangements were not entered into in the
                                    ordinary course of business and on
                                    commercial arm's length terms;

                      40.3.2.4      all liabilities and obligations arising out
                                    of agreements or arrangements entered into
                                    by the DBFO Co on or following such
                                    termination and any agreements or
                                    arrangements entered into at whatever time
                                    with any professional advisers or
                                    consultants of the DBFO Co or the Funders:

                                    40.3.2.4.1   regarding any claim or
                                                 potential claim against the
                                                 Secretary of State arising from
                                                 or in connection with such
                                                 termination; or

                                    40.3.2.4.2   in respect of the payment of
                                                 any amounts due as a
                                                 consequence of the termination
                                                 of the engagement of any such
                                                 adviser or consultant which are
                                                 not directly attributable to
                                                 work done or services performed
                                                 or costs reasonably incurred by
                                                 such adviser or consultant as a
                                                 consequence of the termination
                                                 of this Agreement; and

                                    40.3.2.4.3   in the case of amounts due to
                                                 advisers or consultants
                                                 employed by the Funders, all
                                                 such amounts in excess of
                                                 (pound)500,000;

                      40.3.2.5      all liabilities and obligations of the DBFO
                                    Co arising as a result of a breach of a
                                    contract relating to the Project (except any
                                    breach of contract arising as a result of
                                    termination of this Agreement);

                      40.3.2.6      (without prejudice to Clause 40.3.2.4) any
                                    liability of the DBFO Co, under or in
                                    respect of any contract relating to the
                                    Project, to pay any amount by way of
                                    reimbursement of, or indemnification in
                                    respect of costs and expenses incurred by
                                    any other party to any such contract if and
                                    to the extent that:

                                    40.3.2.6.1   such costs and expenses were
                                                 not properly incurred; or

                                    40.3.2.6.2   such costs and expenses were
                                                 properly incurred but exceed a
                                                 reasonable amount.

         40.3.3       For the purposes of this Clause 40.3, "Relevant Funding
                      Liabilities" shall, subject to Clauses 40.3.4 and 40.3.7,
                      mean:

                      40.3.3.1      if at the Termination Date there are no
                                    Funding Agreements other than Approved
                                    Funding Agreements, all outstanding amounts
                                    owing by the DBFO Co to the Funders under
                                    the Approved Funding Agreements at the
                                    Termination

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                                    Date (having taken account of all proceeds
                                    of enforcement of security which have
                                    previously been applied in reduction
                                    thereof) and all amounts owing to such
                                    Funders under such Approved Funding
                                    Agreements which arise from such termination
                                    (including amounts owing in respect of any
                                    liabilities and obligations to such Funders
                                    under such Approved Funding Agreements
                                    arising from the early repayment of monies
                                    and any interest which accrues under such
                                    Approved Funding Agreements from the
                                    Termination Date to the date of payment
                                    under this Clause 40.3 and swap agreement
                                    termination costs); and

                      40.3.3.2      if at the Termination Date there are any
                                    Funding Agreements other than Approved
                                    Funding Agreements, an amount equal to the
                                    lesser of:

                                    40.3.3.2.1   all outstanding amounts owing
                                                 by the DBFO Co to the Funders
                                                 under the Funding Agreements at
                                                 the Termination Date (having
                                                 taken account of all proceeds
                                                 of enforcement of security
                                                 which have previously been
                                                 applied in reduction thereof)
                                                 and all amounts owing to such
                                                 Funders under such Funding
                                                 Agreements which arise from
                                                 such termination (including
                                                 amounts owing in respect of any
                                                 liabilities and obligations to
                                                 such Funders under such Funding
                                                 Agreements arising from the
                                                 early repayment of monies and
                                                 any interest which accrues
                                                 under such Funding Agreements
                                                 from the date of termination of
                                                 this Agreement to the date of
                                                 payment under this Clause 40.3
                                                 and swap agreement termination
                                                 costs); and

                                    40.3.3.2.2   all outstanding amounts which
                                                 would have been owing by the
                                                 DBFO Co to the Funders under
                                                 the Approved Funding Agreements
                                                 at the Termination Date (having
                                                 taken account of all proceeds
                                                 of enforcement of security
                                                 which have previously been
                                                 applied in reduction of amounts
                                                 outstanding under the Funding
                                                 Agreements) and all amounts
                                                 which would have been owing to
                                                 such Funders under the Approved
                                                 Funding Agreements and which
                                                 would have arisen from such
                                                 termination (including amounts
                                                 which would have been owing in
                                                 respect of any liabilities and
                                                 obligations to such Funders
                                                 under the Approved Funding
                                                 Agreements arising from the
                                                 early repayment of monies and
                                                 any interest which would have
                                                 accrued under the Approved
                                                 Funding Agreements from the
                                                 Termination Date to the date of
                                                 payment under this Clause 40.3
                                                 and swap agreement termination
                                                 costs) provided that for the
                                                 purpose of determining such
                                                 amounts the following
                                                 assumptions shall apply, namely
                                                 that:

                                                 40.3.3.2.2.1 (without prejudice
                                                              to Clause 2.4.1)
                                                              the Approved
                                                              Funding Agreements
                                                              remained in force
                                                              at the Termination
                                                              Date upon the
                                                              terms and
                                                              conditions
                                                              approved by the
                                                              Secretary of
                                                              State;

                                                 40.3.3.2.2.2 no Funding
                                                              Agreements were
                                                              entered into in
                                                              addition to the
                                                              Approved Funding
                                                              Agreements; and

                                                 40.3.3.2.2.3 the aggregate
                                                              principal amounts
                                                              drawn down under
                                                              the Approved
                                                              Funding Agreements
                                                              prior to the
                                                              Termination Date
                                                              were those
                                                              projected as being
                                                              drawn down in the
                                                              Financial Model as
                                                              in force at the
                                                              date of this
                                                              Agreement, as
                                                              amended to reflect
                                                              the terms of any
                                                              Approved Funding
                                                              Agreement entered
                                                              into after the
                                                              date of this
                                                              Agreement,
                                                              together with (i)

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                                                              any amount which
                                                              would have been
                                                              drawn down under
                                                              any standby or
                                                              similar facility
                                                              contained in any
                                                              Approved Funding
                                                              Agreement in order
                                                              to pay for
                                                              escalation in the
                                                              contract price
                                                              under the
                                                              Construction
                                                              Contract as a
                                                              consequence of any
                                                              overall increase
                                                              in the Index
                                                              referred to in
                                                              Annex 2 of Part 1
                                                              of Schedule 9
                                                              above that shown
                                                              in the Financial
                                                              Model as in force
                                                              at the date of
                                                              this Agreement and
                                                              (ii) any amount
                                                              which had actually
                                                              been drawn down
                                                              under any standby
                                                              or similar
                                                              facility contained
                                                              in any Approved
                                                              Funding Agreement
                                                              as at the
                                                              Termination Date.

         40.3.4       The following provisions of this Clause 40.3.4 shall apply
                      notwithstanding the provisions of any Funding Agreement,
                      and notwithstanding that any Funding Agreement is an
                      Approved Funding Agreement:

                      40.3.4.1      in calculating the amount of any interest
                                    (including, without limitation, any
                                    capitalised interest) comprised in the
                                    Relevant Funding Liabilities, the percentage
                                    rate per annum by reference to which such
                                    interest shall be calculated shall not
                                    exceed the lesser of:

                                    40.3.4.1.1   the relevant Applicable
                                                 Interest Rate(s); and

                                    40.3.4.1.2   the rate applying under the
                                                 terms of the relevant Funding
                                                 Agreement; and

                      40.3.4.2      in the case of any Funding Agreement which
                                    is a Hedging Agreement, in calculating the
                                    Relevant Funding Liabilities in respect of
                                    such Funding Agreement, any actual or
                                    notional percentage rate of interest per
                                    annum payable or expressed to be payable by
                                    the DBFO Co under or in relation to such
                                    Funding Agreement or by reference to which
                                    such Relevant Funding Liabilities would be
                                    calculated shall not exceed the lesser of:

                                    40.3.4.2.1   the relevant Applicable
                                                 Interest Rate(s); and

                                    40.3.4.2.2   the actual or notional rate
                                                 applying under the terms of
                                                 such Funding Agreement.

         40.3.5       The following provisions of this Clause 40.3.5 shall apply
                      in any case where amounts are payable by the Secretary of
                      State to the DBFO Co under this Clause 40.3:

                      40.3.5.1      if any amount payable by the Secretary of
                                    State to the DBFO Co under this Clause 40.3
                                    is subject to Tax (in whole or in part), the
                                    Secretary of State shall pay to the DBFO Co
                                    such additional amount or amounts as will
                                    put the DBFO Co in the same after-tax
                                    position as it would have been in had the
                                    payment not been subject to Tax, provided
                                    that in determining the after-tax position
                                    of the DBFO Co, no account shall be taken,
                                    other than in accordance with Clause
                                    40.3.5.2, of any Tax Reliefs which are or
                                    may be available to the DBFO Co (whether or
                                    not following any claim or election by the
                                    DBFO Co);

                      40.3.5.2      if the DBFO Co is also entitled to receive
                                    additional compensation under Clause 40, the
                                    DBFO Co shall use all reasonable endeavours
                                    to reduce or eliminate the Tax for which it
                                    is accountable in respect of sums payable
                                    under this Clause

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                                    40.3  whether by the use of Tax Reliefs, the
                                    making or withdrawing of any claims or
                                    otherwise, provided always that:

                                    40.3.5.2.1   the DBFO Co shall be entitled
                                                 to treat all available Tax
                                                 Reliefs as allocated in the
                                                 first place so as to reduce or
                                                 eliminate any Tax for which it
                                                 is accountable in respect of
                                                 any additional compensation to
                                                 which it is entitled in
                                                 accordance with Clause 40.4.2
                                                 or Clause 40.4.3 before
                                                 treating them, or any of them
                                                 which remains unutilised, as
                                                 allocated so as to reduce or
                                                 eliminate the Tax in respect of
                                                 sums payable under this Clause
                                                 40.3; and

                                    40.3.5.2.2   the obligations of the DBFO Co
                                                 under this Clause 40.3.5.2
                                                 shall not require it to revoke,
                                                 disclaim or withdraw any claim
                                                 or surrender made by it or
                                                 agreed to be made by it, prior
                                                 to the termination of this
                                                 Agreement, in respect of any
                                                 Tax Reliefs.

         40.3.6       The Secretary of State shall be entitled to deduct from
                      the amount payable pursuant to Clause 40.3.1:

                      40.3.6.1      in the case of Relevant Funding Liabilities,
                                    an amount equal to the proceeds of any
                                    insurances in respect of the Project
                                    received or to be received by any of the
                                    Funders at or at any time following the
                                    termination which gives rise to the
                                    obligation to make payment pursuant to
                                    Clause 40.3.1 and which, had they been
                                    received before the date of such
                                    termination, the Funders would have been
                                    entitled, upon receipt, to apply in and
                                    towards settlement of amounts which would
                                    otherwise be Relevant Funding Liabilities;
                                    and

                      40.3.6.2      in the case of the liabilities and
                                    obligations referred to in Clause 40.3.1.2,
                                    an amount equal to the proceeds of any
                                    insurances in respect of such liabilities
                                    and obligations received or to be received
                                    by the DBFO Co at or at any time following
                                    the termination which gives rise to the
                                    obligation to make payment pursuant to
                                    Clause 40.3.1.

         40.3.7       Notwithstanding any other provision of this Agreement,
                      unless otherwise agreed by the Secretary of State in his
                      absolute discretion (and, for the avoidance of doubt, the
                      exercise of such discretion may not be referred to the
                      Disputes Resolution Procedure or otherwise disputed or
                      challenged), the aggregate amount payable by the Secretary
                      of State under Clause 40.3.1 in respect of the Relevant
                      Funding Liabilities shall not exceed the aggregate amount
                      which would have been owing at the Termination Date under
                      the Original Funding Agreements by more than
                      (pound)50,000,000.

40.4     Additional Compensation

         40.4.1       If Clause 40.3 shall apply as a consequence of the
                      termination of this Agreement pursuant to Clause 37
                      [Termination by the DBFO Co] (other than a termination for
                      the reason set out in Clause 37.1.7), Clause 38.1.1.2,
                      Clause 38.3.1 or Clause 38.5.1, the Secretary of State
                      shall in addition to any amounts payable pursuant to
                      Clause 40.3 pay to the DBFO Co as at the date of
                      termination of this Agreement a sum calculated in
                      accordance with this Clause 40.4. The amount payable by
                      the Secretary of State shall be calculated:

                      40.4.1.1      in the case of a DBFO Co Termination Event
                                    referred to in any of Clauses 37.1.1,
                                    37.1.2, 37.1.4 and 37.1.5, as at the Working
                                    Day immediately preceding the date upon
                                    which such DBFO Co Termination Event occurs;

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                      40.4.1.2      in the case of a DBFO Co Termination Event
                                    referred to in Clauses 37.1.3 and 37.1.6, as
                                    at the Working Day immediately preceding the
                                    date upon which the DBFO Co gives notice
                                    terminating this Agreement;

                      40.4.1.3      in the case of termination of this Agreement
                                    by the Secretary of State pursuant to Clause
                                    38.3.1, as at the Working Day immediately
                                    preceding the date upon which the Secretary
                                    of State gives notice terminating this
                                    Agreement; and

                      40.4.1.4      in the case of termination of this Agreement
                                    by either Party pursuant to Clause 38.5.1,
                                    as at the Working Day immediately preceding
                                    the date upon which the relevant Party gives
                                    notice terminating this Agreement.

         40.4.2       If Clause 40.3 shall apply as a consequence of the
                      termination of this Agreement pursuant to Clause 37
                      [Termination by the DBFO Co] (other than a termination for
                      the reason set out in Clause 37.1.7), Clause 38.1.1.2,
                      Clause 38.3.1 or Clause 38.5.1 by reason of the event or
                      circumstance giving rise to such termination occurring
                      before the first anniversary of the date of the Completion
                      Certificate, the amount payable under Clause 40.4.1 shall
                      be equal to the aggregate of

                      40.4.2.1      all Eligible Equity at the Termination Date;
                                    and

                      40.4.2.2      an amount equal to interest on each amount
                                    of such Eligible Equity for the Commitment
                                    Period relating thereto calculated at the
                                    rate of 6 per cent per annum above Average
                                    LIBOR (such interest to accrue from day to
                                    day and to be payable on the basis of a year
                                    of 365 days).

                      For the purposes of this Clause 40.4.2:

                      "Commitment Period" means, in respect of each amount of
                      Eligible Equity, the period commencing on the later of (i)
                      the date on which the relevant amount of Eligible Equity
                      was subscribed or advanced to the DBFO Co and (ii) the
                      date of this Agreement, and ending on the Termination
                      Date.

                      "Eligible Equity" means all or any of the following (but
                      not exceeding in aggregate the sum of (pound)22,500,000
                      unless the Secretary of State shall otherwise agree in
                      writing):

                      (a)           the aggregate unredeemed amount subscribed
                                    for any Ordinary Shares of the DBFO Co; and

                      (b)           the aggregate outstanding principal amount
                                    of all loans (including any interest
                                    capitalised in accordance with the terms of
                                    the relevant agreements in respect of such
                                    loans) advanced to the DBFO Co for the
                                    purpose of carrying out the Operations and
                                    owing to the Sponsors or any of their
                                    Associated Companies or Yorkshire Holdings.

                      "LIBOR" means the percentage rate of interest per annum
                      (as determined by the Secretary of State), being the rate
                      per annum equal to the arithmetic mean of the rates which
                      are quoted as of 11 a.m. (London time) on each
                      Determination Date for deposits in Sterling of comparable
                      amount to the relevant amount of Eligible Equity on page
                      "LIBP" of the Reuter Monitor Money Rates Service (or any
                      other page which may replace page "LIBP" for the purpose
                      of displaying London interbank offered rates for Sterling
                      of leading reference banks) for a term of six months (or,
                      if six month periods are not quoted on page LIBP, any
                      period quoted on that page which the Secretary of State
                      determines to be substantially the same).

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                      "Determination Date" means the first Working Day of each
                      Commitment Period and the first Working Day of each of the
                      following consecutive periods of six months throughout
                      each Commitment Period.

                      "Average LIBOR" means, in relation to each amount of
                      Eligible Equity, a percentage rate per annum equal to the
                      aggregate LIBOR Amounts in respect of the Commitment
                      Period relating to such amount divided by the number of
                      weeks in such Commitment Period.

                      "LIBOR Amount" means, in respect of each LIBOR
                      Determination Period, the product of LIBOR as of the
                      Determination Date for that Period and the number of weeks
                      in that Period.

                      "LIBOR Determination Period" means, in respect of each
                      Determination Date, the period of six months commencing on
                      that Date or, in the case of the final Determination Date,
                      the period from that Date until the Termination Date.

         40.4.3       If Clause 40.3 shall apply as a consequence of the
                      termination of this Agreement pursuant to Clause 37
                      [Termination by the DBFO Co] (other than a termination for
                      the reason set out in Clause 37.1.7), Clause 38.1.1.2,
                      Clause 38.3.1 or Clause 38.5.1 by reason of the event or
                      circumstance giving rise to such termination occurring on
                      or after the first anniversary of the date of the
                      Completion Certificate, the amount payable under Clause
                      40.4.1 shall be equal to the Projected NPV (determined on
                      the basis and in accordance with the procedure set out in
                      Clause 40.4.4).

         40.4.4       In the circumstances referred to in Clause 40.4.3:

                      40.4.4.1      the Parties shall, within the period of 30
                                    days after the Termination Date, jointly
                                    commission the Determination Period Report;

                      40.4.4.2      the Parties shall within such period seek to
                                    agree upon a procedure by which the matters
                                    which are the subject of the Determination
                                    Period Report are to be determined by the
                                    Determination Period Expert and, failing
                                    such agreement within such period, the
                                    procedure for such determination shall be
                                    that which is contained in paragraph 6 of
                                    Schedule 15 (as if the Determination Period
                                    Expert were an Expert for the purposes of
                                    such Schedule);

                      40.4.4.3      the determination of the Determination
                                    Period Expert shall be final and binding
                                    upon the Parties, save in the case of fraud,
                                    manifest error or any failure by the
                                    Determination Period Expert to disclose any
                                    conflicting interest or duty;

                      40.4.4.4      within 60 days after the publication of the
                                    Determination Period Report, the Secretary
                                    of State shall, subject to the other
                                    provisions of this Clause 40, pay to the
                                    DBFO Co an amount equal to the Projected
                                    NPV.

                      For the purposes of this Clause 40.4.4:

                      "Determination Period" means the period from the
                      Termination Date to the Expiry Date.

                      "Determination Period Expert" means an independent expert
                      whose appointment is agreed by the Parties (or, failing
                      such agreement within 30 days after the Termination Date,
                      appointed in accordance with the provisions of paragraphs
                      3 and 4 of Schedule 15, as if such independent expert were
                      to be an Expert under the Disputes Resolution Procedure).

                      "Determination Period Report" means a report by the
                      Determination Period Expert containing his determination
                      of:

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                      (a)           the Projected Traffic;

                      (b)           the Projected Operating Costs; and

                      (c)           the Required Rate of Return.

                      "Projected NPV" means:

                      (a)           the Projected Net Operating Revenue;

                      less

                      (b)           the amount of the Relevant Funding
                                    Liabilities (but excluding (i) amounts owing
                                    to the relevant Funders under the relevant
                                    Funding Agreements arising from the early
                                    repayment of monies and swap agreement
                                    termination costs, provided such amounts
                                    would not have arisen but for the
                                    termination of this Agreement and (ii) any
                                    interest accruing under any Approved Funding
                                    Agreement from the Termination Date to the
                                    date of payment of the Relevant Funding
                                    Liabilities under Clause 40.3.1).

                      "Projected Net Operating Revenue" means an amount equal
                      to:

                      (a)           the Net Present Value (calculated as at the
                                    Termination Date by reference to a discount
                                    rate equal to the Required Rate of Return
                                    instead of the Discount Rate) of the
                                    Projected Operating Revenues;

                      less

                      (b)           the Net Present Value (calculated as at the
                                    Termination Date by reference to a discount
                                    rate equal to the Required Rate of Return
                                    instead of the Discount Rate) of the
                                    Projected Operating Costs,

                      but before deducting interest and tax.

                      "Projected Operating Costs" means the anticipated total
                      operating costs of the DBFO Co in performing all of its
                      obligations under this Agreement (including, without
                      limitation, complying with the O&M Requirements and the
                      Handback Requirements) in respect of each Contract Year
                      (or part of a Contract Year) during the Determination
                      Period, based on the assumptions that:

                      (a)           this Agreement had continued in full force
                                    and effect throughout the Determination
                                    Period in accordance with its terms as in
                                    effect at the Termination Date; and

                      (b)           all costs in respect of such Contract Year
                                    or such part of a Contract Year, as the case
                                    may be, are incurred on the day which is the
                                    mid point of such Contract Year or such part
                                    of a Contract Year, as the case may be.

                      "Projected Operating Revenues" means the anticipated total
                      revenues of the DBFO Co under this Agreement in respect of
                      each Contract Year (or part of a Contract Year) during the
                      Determination Period as determined by reference to the
                      Projected Traffic and based on the assumption that all
                      revenues in respect of such Contract Year or such part of
                      a Contract Year, as the case may be, are earned on the day
                      which is the mid point of such Contract Year or such part
                      of a Contract Year, as the case may be.

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                      "Required Rate of Return" means the nominal rate of return
                      at which the Project's projected cashflow should be valued
                      by investors as of the Termination Date as determined by
                      the Determination Period Expert on a pre-tax and
                      pre-interest basis and taking into account (to the extent
                      relevant or available as comparators):

                      (a)           the rate of return likely to have been
                                    required by investors if they had been
                                    offered immediately prior to the Termination
                                    Date (and ignoring the grounds that gave
                                    rise to the termination) the opportunity to
                                    purchase the cashflows of the Project;

                      (b)           the Projected Traffic and Projected
                                    Operating Costs;

                      (c)           the rates of return which comparable
                                    privately financed road schemes in the
                                    United Kingdom were projected to earn at the
                                    time they were let;

                      (d)           differences between the relative risk
                                    profiles of such schemes at the time they
                                    were let and the Project at the Termination
                                    Date; and

                      (e)           such other factors as the Determination
                                    Period Expert shall deem appropriate in the
                                    circumstances.

                      "Projected Traffic" means a forecast of the number of
                      vehicle kilometres for HGVs and Other Vehicles in respect
                      of each Contract Year (or part of a Contract Year) during
                      the Determination Period, based on:

                      (a)           the assumptions that:

                                                 (i)   this Agreement would have
                                                       continued in full force
                                                       and effect throughout the
                                                       Determination Period in
                                                       accordance with its terms
                                                       as at the Termination
                                                       Date; and

                                                 (ii)  there would be no changes
                                                       during the Determination
                                                       Period in the extent,
                                                       operation or management
                                                       of the United Kingdom
                                                       motorway or trunk road
                                                       network as at the
                                                       Termination Date (other
                                                       than any such changes as
                                                       are publicly announced by
                                                       the Government prior to
                                                       the Termination Date)
                                                       which would affect the
                                                       number of HGVs or Other
                                                       Vehicles using the
                                                       Project Road; and

                      (b)           such other assumptions as to factors
                                    affecting traffic levels in respect of the
                                    Project Road as the Determination Period
                                    Expert shall deem appropriate.

40.5     Adjustments to Compensation

         If the calculation of amounts payable under any provision of this
         Clause 40 gives a negative amount, such amount shall be aggregated with
         any amount payable under other provisions of this Clause 40, which
         shall be reduced accordingly, but in no circumstances shall the
         calculation of compensation under this Clause 40 give rise to an
         obligation on the DBFO Co to make payment to the Secretary of State
         (but without prejudice to any obligation of the DBFO Co to make any
         payment to the Secretary of State pursuant to any other provision of
         this Agreement).

40.6     Interest

         The Secretary of State shall pay interest to the DBFO Co on any amount
         due to the DBFO Co under this Clause 40 as a consequence of termination
         of this Agreement pursuant to Clause 37 [Termination by the

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         DBFO Co] (other than a termination for the reason set out in Clause
         37.1.7), Clause 38.1.1.2, Clause 38.3.1 or Clause 38.5.1 (but excluding
         the amounts payable in respect of interest which accrues under the
         Funding Agreements referred to in Clause 40.3.1.1) from the date of
         termination of this Agreement to the date of payment at a rate per
         annum equal to the Interest Rate plus 2 per cent per annum.

40.7     Satisfaction in Full

         40.7.1       Any payment made pursuant to this Clause 40 in respect of
                      a termination of this Agreement shall be in full
                      satisfaction of the DBFO Co's claim (if any) in respect of
                      the circumstances leading to that termination and the DBFO
                      Co shall be excluded from all other rights and remedies in
                      respect thereof.

         40.7.2       For the avoidance of doubt, in the event of a termination
                      of this agreement as a result of an Event of Default, the
                      DBFO Co shall not be entitled to the payment of any amount
                      in respect of the value of the Works or the Project
                      Facilities or any other compensation or damages.

40.8     Consultation

         In the event of a termination of this Agreement, and without prejudice
         to the other obligations of either party under this Clause 40, the DBFO
         Co and the Secretary of State shall consult in good faith to determine
         how any payments under this Clause 40 should be made so as to minimise
         the incidence of Taxation on them, provided always that nothing in the
         foregoing provisions of this Clause 40.8 shall oblige the DBFO Co to
         take any action or co-operate with the Secretary of State in any manner
         which it believes in its absolute discretion may be prejudicial to the
         business, operations or financial condition of the DBFO Co or of any
         Associated Company of the DBFO Co or of the Sponsors.

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                                     PART VI
                                  MISCELLANEOUS

41.      ASSIGNMENT AND SUB-CONTRACTING

41.1     Binding on Successors and Assigns

         This Agreement shall be binding on and shall enure to the benefit of
         the DBFO Co and the Secretary of State and their respective successors
         and permitted assigns.

41.2     Assignment

         41.2.1       Subject to Clause 41.2.2 the DBFO Co shall not and shall
                      procure that no Contracting Associate shall, in any such
                      case without the prior consent of the Secretary of State,
                      assign, novate, transfer or create or allow to subsist any
                      Encumbrance, trust or interest in this Agreement, the
                      Lease, the Design Contract, any Relevant O&M Contract or
                      the Construction Contract or any other contract entered
                      into by the DBFO Co in performing its obligations under
                      this Agreement or any part thereof or any benefit or
                      interest therein or thereunder or (save to the extent
                      permitted in accordance with Clause 17.7.1) in the
                      Retention Account or any sums from time to time standing
                      to the credit thereof.

         41.2.2       The provisions of Clause 41.2.1 do not apply:

                      41.2.2.1      in relation to the assignment of the benefit
                                    of any of the agreements referred to in
                                    Clause 41.2.1 by way of security in
                                    accordance with:

                                    41.2.2.1.1   the Original Funding
                                                 Agreements; or

                                    41.2.2.1.2   any Funding Agreements other
                                                 than the Original Funding
                                                 Agreements, provided such
                                                 assignment is on terms which
                                                 are substantially the same as,
                                                 or no more disadvantageous to
                                                 the Secretary of State than,
                                                 any Encumbrance created by or
                                                 pursuant to any of the Original
                                                 Funding Agreements, provided
                                                 that in the case of an
                                                 assignment of the benefit of
                                                 this Agreement or any part
                                                 thereof or any benefit or
                                                 interest therein or thereunder
                                                 any assignee shall have entered
                                                 into the Direct Agreement or
                                                 other similar agreement in
                                                 relation to the exercise of its
                                                 rights as the Secretary of
                                                 State shall require; or

                      41.2.2.2      to the novation of this Agreement to a
                                    Proposed Substitute in accordance with the
                                    provisions of the Direct Agreement.

         41.2.3       Without prejudice to Clauses 41.4.1, 41.4.2 and 41.4.3,
                      the DBFO Co shall procure that the Designer shall not be
                      permitted to assign the Design Contract or any part
                      thereof or any benefit or interest therein or thereunder
                      and the Contractor shall not be permitted to assign the
                      Construction Contract or any part thereof or any benefit
                      or interest therein or thereunder without the DBFO Co
                      having obtained the prior consent of the Secretary of
                      State.

         41.2.4       Without prejudice to Clause 41.2.1, no assignment,
                      novation or other transfer of this Agreement shall be
                      effective unless the Lease is simultaneously assigned,
                      novated or transferred (as the case may be) to the same
                      person.

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41.3     Change in Control

         41.3.1       Subject to Clause 41.3.3, there is a change in control of
                      the DBFO Co for the purposes of Clause 36.1.2 whenever:

                      41.3.1.1      any person has control of the DBFO Co who
                                    did not have control of the DBFO Co when
                                    this Agreement was executed; or

                      41.3.1.2      any person having control of the DBFO Co
                                    when this Agreement was executed ceases to
                                    have such control,

                      and, in either case, the change in control shall have
                      taken place without the prior consent of the Secretary of
                      State, which consent shall not be unreasonably withheld or
                      delayed in the following circumstances, and otherwise may
                      be withheld or delayed in his absolute discretion:

                      41.3.1.3      in the case of a reorganisation for bona
                                    fide fiscal purposes where the ultimate
                                    control of the DBFO Co does not change;

                      41.3.1.4      in respect of a change in control proposed
                                    at any time after the third anniversary of
                                    the date of issue of the Completion
                                    Certificate; and

                      41.3.1.5      where the proposed change in control is
                                    pursuant to:

                                    41.3.1.5.1   the transfer of the Ordinary
                                                 Shares to the mortgagee (acting
                                                 solely in that capacity) in
                                                 accordance with the share
                                                 mortgage (incorporating a
                                                 floating charge) referred to in
                                                 Clause 2.3.1.3.10; or

                                    41.3.1.5.2   the bona fide enforcement of
                                                 the share mortgage
                                                 (incorporating a floating
                                                 charge) referred to in Clause
                                                 2.3.1.3.10 following an Event
                                                 of Default to an entity of
                                                 financial standing (as
                                                 reasonably determined by the
                                                 Secretary of State) at least
                                                 equivalent to the financial
                                                 standing at the date of this
                                                 Agreement of the ultimate
                                                 Holding Company of the Sponsor
                                                 whose shares are proposed to be
                                                 sold.

         41.3.2       Subsections (2) and (4) to (6) of Section 416 of the
                      Income and Corporation Taxes Act 1988 shall apply for the
                      purpose of determining whether for the purposes of this
                      Clause 41.3 a person has or had control of the DBFO Co,
                      with the following modifications:

                      41.3.2.1      for the words "the greater part" wherever
                                    they occur in the said subsection (2) there
                                    shall be substituted the words "one third or
                                    more"; and

                      41.3.2.2      in the said subsection (6), for the word
                                    "may" there shall be substituted the word
                                    "shall", the words from "and such
                                    attributions" onwards shall be omitted and
                                    in the other provisions of that subsection
                                    any reference to an associate of a person
                                    shall be construed as including only a
                                    relative of his (as defined by Section
                                    417(4) of that Act), a partner of his and a
                                    trustee of a settlement (as defined by
                                    Section 660(G)(1) of that Act) of which he
                                    is a beneficiary.

41.3.3   A change in control:

                      41.3.3.1      of any Sponsor or any of its Holding
                                    Companies which arises from any bona fide
                                    open market transactions in any shares or
                                    other securities of such Sponsor

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                                    or such Holding Company effected on a
                                    recognised investment exchange (within the
                                    meaning of the Financial Services Act 1986);
                                    or

                      41.3.3.2      of BICC plc or of any entity which controls
                                    BICC plc from time to time,

                      shall not constitute a change in control for the purposes
                      of Clause 36.1.2.

         41.3.4       A change in control of Trafalgar House Corporate
                      Development Limited which arises from any offer made by
                      Kvaerner A.S. for any shares or other securities of
                      Trafalgar House plc pursuant to the announcement by
                      Kvaerner A.S. on 4th March, 1996 of its agreed bid for
                      Trafalgar House plc (including pursuant to any revisions
                      of such offer) shall not constitute a change in control
                      for the purposes of Clause 36.1.2.

41.4     Sub-Contracting

         41.4.1       Neither the engagement nor employment of the following
                      persons shall be terminated without the written consent of
                      the Secretary of State (such consent not to be
                      unreasonably withheld or delayed) to the appointment of
                      any proposed substitute and the terms of engagement or
                      employment of the proposed substitute:

                      41.4.1.1      the Contractor;

                      41.4.1.2      the Designer;

                      41.4.1.3      any Checker;

                      41.4.1.4      the Archaeologist; and

                      41.4.1.5      the Project Quality Director.

         41.4.2       If any of the persons referred to in Clause 41.4.1 shall
                      cease to act at any time, the DBFO Co shall forthwith
                      appoint (or, in the case of the Designer, procure that the
                      Contractor appoints) a replacement, subject to the prior
                      approval of the Secretary of State (such approval not to
                      be unreasonably withheld or delayed) both as to the
                      substitute to be appointed and the terms of engagement or
                      employment of the proposed substitute.

         41.4.3       Without prejudice to any obligation under Clause 21
                      [Quality Assurance] the Works may be sub-contracted by the
                      Contractor without the consent of the Secretary of State
                      or the Department's Agent, subject always to compliance
                      with the Design and Certification Procedure.

         41.4.4       Without prejudice to any obligation under Clause 21
                      [Quality Assurance] the operation and maintenance of the
                      Project Facilities may be sub-contracted by-the DBFO Co
                      without the consent of the Secretary of State or the
                      Department's Representative, subject always to compliance
                      with the Design and Certification Procedure and the
                      provisions of Clause 2.3.5.

         41.4.5       The DBFO Co shall procure that the Contractor procures
                      that the Archaeologist is appointed on terms which ensure
                      that his or her functions is carried out independently of
                      the Designer and the Contractor and that such independence
                      is maintained at all times in relation to the Project.

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41.5     Consents

         Save as provided in Clause 41.3.1, 41.4.1 and 41.4.2, any consent to be
         given by the Secretary of State under this Clause 41 shall be in his
         absolute discretion and upon such terms as he may in his absolute
         discretion determine.

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42.      NOTICES

42.1     Requirement for Writing

         Wherever in this Agreement provision is made for the giving or issuing
         of any notice, endorsement, consent, approval, certificate or
         determination by any person (a "Notice"), unless otherwise specified
         such Notice shall be in writing and the words "notify", "endorsed",
         "consent", "approval", "certify" or "determined" shall be construed
         accordingly.

42.2     Addresses

         Any Notice shall be duly given if signed by or on behalf of a duly
         authorised officer of the person giving the Notice and left at or sent
         by recorded delivery post or facsimile transmission to the following
         addresses:

         Secretary of State

         The Highways Agency
         8th Floor West
         City House
         New Station Street
         PO Box 206
         Leeds LS1 4UR

         Telefax: 0113 283 6623
         Attention: J R Langham

         DBFO Co

         Yorkshire Link Limited
         20 Eastbourne Terrace
         London W2 6LE

         Telefax: 0171 957 3529
         Attention: The Company Secretary

         Department's Agent

         Pell Frischmann Consultants Limited
         George House
         George Street
         Wakefield
         West Yorkshire
         WF1 1LY

         Telefax: 01924 376643
         Attention: J Gallagher

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         Department's Representative

         The Northern Network Management Division
         The Highways Agency
         8th Floor West
         City House
         New Station Street
         PO Box 206
         Leeds LS1 4UR

         Telefax: 0113 283 6623
         Attention: J R Langham

42.3     Changes

         Either Party may change its address for notice to another address in
         England and Wales by prior notice to the other Party with a copy to the
         Department's Agent and the Department's Representative. The
         Department's Agent or the Department's Representative may change its
         address for notice to another address in England and Wales by prior
         notice to the Parties.

42.4     Receipt

         Any Notice shall be deemed to have been received:

         42.4.1       if sent by hand or recorded delivery post, when delivered;

         42.4.2       if sent by facsimile, upon sending, subject to:

                      42.4.2.1      confirmation of uninterrupted transmission
                                    by a transmission report; and

                      42.4.2.2      there having been no telephonic
                                    communication by the recipient to the sender
                                    (any such telephonic communication to be
                                    confirmed in writing) that the facsimile has
                                    not been received in legible form:

                                    42.4.2.2.1   within 3 hours after sending,
                                                 if sent on a Working Day and
                                                 between the hours of 9.00 am.
                                                 and 4.00 p.m.; or

                                    42.4.2.2.2   by noon on the next following
                                                 Working Day if sent after 4.00
                                                 p.m. on a Working Day but
                                                 before 9.00 a.m. on the next
                                                 following Working Day;

                      provided that any Notice (other than a routine Notice)
                      given by fax shall be confirmed by letter sent by hand or
                      post, but without prejudice to the original fax Notice if
                      received in accordance with this Clause 42.4.2.

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43.      CONSENTS AND APPROVALS

43.1     Review Procedure

         43.1.1       Any proposed document (including without limitation any
                      Design Data) or proposed course of action on the part of
                      the DBFO Co which, under the terms of this Agreement, is
                      required to be submitted to the Review Procedure shall be
                      dealt with in accordance with the provisions of Part 3 of
                      Schedule 7.

         43.1.2       Without limitation to Clause 43.3, notwithstanding the
                      application of the Review Procedure, the DBFO Co shall not
                      be entitled to recover from the Secretary of State and
                      shall indemnify him against any Losses and Claims which
                      may arise out of or in connection with any inadequacy,
                      error or failure of any matter which has been subject to
                      the Review Procedure and any comments made by the
                      Department's Nominee in the course thereof. The DBFO Co
                      shall obtain from the Designer and Contractor waivers of
                      liability in favour of the Secretary of State and the
                      Department's Nominee in respect of any such Losses and
                      Claims. No comments or absence of comments on any matter
                      in the course of the Review Procedure shall relieve the
                      DBFO Co of any of its obligations under this agreement in
                      connection with the Operations.

43.2     Reasonableness

         Unless otherwise specified, where any agreement, certificate, consent,
         permission, expression of satisfaction or other approval (an
         "Approval") is to be given by the Secretary of State or any person on
         his behalf under the terms of this Agreement, the same shall not be
         unreasonably withheld or delayed.

43.3     Effect of Consents, Approvals and Inspections

         43.3.1       Neither the giving of any Approval, knowledge of the terms
                      of any agreement or document (including without limitation
                      the Project Documents), nor the review of any document or
                      course of action pursuant to the Review Procedure by or on
                      behalf of the Secretary of State, the Department's Agent
                      or the Department's Representative shall relieve the DBFO
                      Co of any of its obligations under this Agreement or of
                      its duty to ensure the correctness, accuracy or
                      suitability of the matter or thing which is the subject of
                      the Approval, knowledge or review under the Review
                      Procedure.

         43.3.2       Without limitation to Clause 43.3.1, no examination or
                      lack of examination by the Department's Agent or the
                      Department's Representative of the DBFO Co's drawings,
                      documents, calculations, or details relating to the
                      design, construction, completion, commissioning, testing
                      and maintenance of the Works or the operation, maintenance
                      or improvement of the Project Facilities or otherwise nor
                      any comment, rejection or Approval expressed by such
                      person in regard thereto, either with or without
                      modifications, shall in any respect relieve or absolve the
                      DBFO Co from any obligations or liability under or in
                      connection with this Agreement whether in relation to
                      accuracy, safety, suitability, adequacy of performance or
                      practicality of its design or howsoever otherwise arising.

         43.3.3       Without limitation to Clause 43.3.1, notwithstanding any
                      inspection by the Department's Agent or the Department's
                      Representative under this Agreement or the failure of the
                      Department's Agent or the Department's Representative to
                      make any inspection under this Agreement, the DBFO Co's
                      responsibility under this Agreement shall not be relieved
                      or absolved or otherwise modified.

         43.3.4       Any Approval shall be final, subject to being opened up,
                      reviewed or revised:

                      43.3.4.1      if errors or further relevant facts are
                                    revealed after the Approval has been given;
                                    or

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                      43.3.4.2      in accordance with paragraph 7.3 of Schedule
                                    15.

         43.3.5       Without prejudice to Clause 43.3.4 any endorsement,
                      decision, opinion, instruction, notice, statement of
                      objection, finding, determination, requirement or
                      certificate of the Department's Agent or the Department's
                      Representative and any determination of an Expert shall be
                      final, subject to the exercise by either Party of any
                      rights of objection under this Agreement and to the terms
                      of the Disputes Resolution Procedure.

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44.      TAXES

44.1     VAT

         44.1.1       All amounts stated to be payable by either Party under
                      this Agreement shall be exclusive of any VAT properly
                      chargeable thereon.

         44.1.2       Each Party shall pay to the other Party any VAT properly
                      chargeable in respect of any supply made to it under this
                      Agreement provided that it shall first have received from
                      the other Party a valid tax invoice or authenticated
                      receipt in respect of that supply which complies with the
                      requirements of Part III Value Added Tax Regulations 1995.

         44.1.3       If either Party (in this Clause 44 the "First Party")
                      shall consider that any VAT which the other Party (in this
                      Clause 44 the "Second Party") claims to be properly
                      chargeable on a supply made under this Agreement is not in
                      fact properly so chargeable, the First Party shall be
                      entitled to require the Second Party to obtain a ruling
                      from the Commissioners for Customs and Excise (or, if
                      relevant, such other body as is charged at the time with
                      the collection and management of VAT) (in this Clause 44
                      the "Commissioners") as to the VAT (if any) properly so
                      chargeable. The Second Party shall forthwith request the
                      Commissioners for such a ruling.

         44.1.4       The following further provisions shall apply in respect of
                      the application for a ruling in accordance with Clause
                      44.1.3:

                      44.1.4.1      prior to submitting its request for such a
                                    ruling and any further communication to the
                                    Commissioners in connection with the
                                    obtaining of the ruling, the Second Party
                                    shall first obtain the agreement of the
                                    First Party to the contents of such request
                                    and any such further communication, such
                                    agreement not to be unreasonably withheld or
                                    delayed;

                      44.1.4.2      the Second Party shall provide to the First
                                    Party copies of all communications received
                                    from the Commissioners in connection with
                                    the application for a ruling as soon as
                                    practicable after receipt; and

                      44.1.4.3      the Second Party shall use all reasonable
                                    efforts (including without limitation the
                                    provision of such additional information as
                                    the Commissioners may require) to obtain
                                    such a ruling as soon as reasonably
                                    practicable following the initial request

         44.1.5       If a ruling is required by the First Party under Clause
                      44.1.3, the First Party shall not be obliged to pay the
                      VAT so claimed by the Second Party unless and until a
                      written ruling is received from the Commissioners which
                      states that a sum of VAT is properly so chargeable. In the
                      event of the receipt of a written ruling which states that
                      a sum of VAT (the "VAT Sum") is properly so chargeable,
                      then subject to Clause 44.1.6 and 44.1.7 and provided that
                      the First Party shall first have received a copy of the
                      written ruling and a valid tax invoice or authenticated
                      receipt which complies with the requirements of Part III
                      Value Added Tax Regulations 1995 and which states the VAT
                      Sum to be the amount of VAT chargeable, the First Party
                      shall pay the VAT Sum to the Second Party together with
                      any penalties or interest related to the VAT Sum.

         44.1.6       In the event that the First Party disagrees with any
                      ruling obtained pursuant to Clause 44.1.3 by the Second
                      Party from the Commissioners, then the Second Party shall
                      take such action and give such information and assistance
                      to the First Party as the First Party may require to
                      challenge such ruling or otherwise to resist or avoid the
                      imposition of VAT on the relevant

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                      supply and the First Party shall indemnify the Second
                      Party against all reasonable costs and expenses which it
                      may incur in relation thereto.

         44.1.7       The following further provisions shall apply in the event
                      that the First Party shall exercise its rights under
                      Clause 44.1.6:

                      44.1.7.1      the action which the First Party shall be
                                    entitled to require the Second Party to take
                                    shall include (without limitation)
                                    contesting any assessment to VAT or other
                                    relevant determination of the Commissioners
                                    before any VAT tribunal or court of
                                    competent jurisdiction and appealing any
                                    judgment or decision of any such tribunal or
                                    court;

                      44.1.7.2      in the event that the Second Party shall be
                                    required to pay to or deposit with the
                                    Commissioners a sum equal to the VAT
                                    assessed as a condition precedent to its
                                    pursuing any appeal, the First Party shall,
                                    at its election, either pay such sum to the
                                    Commissioners on behalf of the Second Party
                                    or the First Party shall pay such sum to the
                                    Second Party and the Second Party shall as
                                    soon as practicable provide receipt of proof
                                    in a form reasonably satisfactory to the
                                    First Party that the Second Party has paid
                                    such sum to or deposited such sum with the
                                    Commissioners;

                      44.1.7.3      save as specifically provided in Clause
                                    44.1.7.2, the First Party shall not be
                                    obliged to pay to the Second Party any sum
                                    in respect of the VAT in dispute or in
                                    respect of VAT on any further supplies made
                                    by the Second Party to the First Party which
                                    are of the same type and raise the same
                                    issues as the supplies which are the subject
                                    of the relevant dispute unless and until the
                                    final outcome of the relevant dispute is
                                    that it is either determined or agreed that
                                    VAT is properly chargeable on the relevant
                                    supply or supplies in which case payment of
                                    the VAT and penalties and interest shall be
                                    in accordance with Clause 44.1.5;

                      44.1.7.4      the Second Party shall account to the First
                                    Party for any costs awarded to the Second
                                    Party on any appeal, for any sum paid to or
                                    deposited with the Commissioners in
                                    accordance with Clause 44.1.7.2 which is
                                    repayable to the Second Party and for any
                                    interest to which the Second Party is
                                    entitled in respect of such sums.

44.2     Deductions from Payments

         Save as otherwise provided in this Agreement and save only as may be
         required by law all sums payable by either Party to the other under
         this Agreement shall be paid free and clear of all deductions or
         withholdings whatsoever in respect of taxation.

44.3     Construction Industry Tax Deduction Scheme

         44.3.1       In this Clause 44.3:

                      44.3.1.1      "the Act" means the Income and Corporation
                                    Taxes Act 1988;

                      44.3.1.2      "the Regulations" means the Income Tax
                                    (Sub-Contractors in the Construction
                                    Industry) Regulations 1993 (SI 1993/743);

                      44.3.1.3      "contractor" means a person who is a
                                    contractor for the purposes of the Act and
                                    the Regulations;

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                      44.3.1.4      "evidence" means such evidence as is
                                    required by the Regulations to be produced
                                    to a contractor for the verification of a
                                    sub-contractor's tax certificate;

                      44.3.1.5      "statutory deduction" means the deduction
                                    referred to in Section 559(4) of the Act or
                                    such other deduction as may be in force at
                                    the relevant time;

                      44.3.1.6      "sub-contractor" means a person who is a
                                    sub-contractor for the purposes of the Act
                                    and the Regulations; and

                      44.3.1.7      "tax certificate" is a certificate issuable
                                    under Section 561 of the Act.

         44.3.2       The provisions of this Clause 44.3 shall apply throughout
                      the term of this Agreement save for any period during such
                      term in respect of which the Secretary of State has
                      received written confirmation from the Inland Revenue in a
                      form which is reasonably satisfactory to the Secretary of
                      State that it is not a contractor (in which event only
                      Clause 44.3.11 shall apply).

         44.3.3       Not later than 21 days before the first payment under this
                      Agreement is due to be made to the DBFO Co or after this
                      Clause 44.3 applies for the first time and on each
                      occasion when this Clause 44.3 applies following a period
                      when it has not so applied the DBFO Co shall either:

                      44.3.3.1      provide the Secretary of State with the
                                    evidence that the DBFO Co is entitled to be
                                    paid without the statutory deduction, or

                      44.3.3.2      inform the Secretary of State in writing
                                    that it is not entitled to be paid without
                                    the statutory deduction.

         44.3.4       If the Secretary of State is not satisfied with the
                      validity of the evidence submitted in accordance with
                      Clause 44.3.3.1, he shall within 14 days of the DBFO Co
                      submitting such evidence notify the DBFO Co in writing
                      that he intends to make the statutory deduction from
                      payments due under this Agreement to the DBFO Co and give
                      his reasons for that decision.

         44.3.5       Where Clause 44.3.3.2 applies, the DBFO Co shall
                      immediately inform the Secretary of State if it obtains a
                      tax certificate, and thereupon Clause 44.3.3.1 shall
                      apply.

         44.3.6       If the period for which the tax certificate has been
                      issued to the DBFO Co expires before the final payment is
                      made to the DBFO Co under this Agreement and provided that
                      this Clause 44.3 applies at that time, the DBFO Co shall
                      not later than 28 days before the date of expiry either:

                      44.3.6.1      provide the Secretary of State with evidence
                                    that the DBFO Co from the said date of
                                    expiry is entitled to be paid for a further
                                    period without the statutory deduction, in
                                    which case the provisions of Clause 44.3.4
                                    shall apply if the Secretary of State is not
                                    satisfied with the evidence; or

                      44.3.6.2      inform the Secretary of State in writing
                                    that it will not be entitled to be paid
                                    without the statutory deduction after the
                                    said date of expiry.

         44.3.7       The DBFO Co shall immediately inform the Secretary of
                      State in writing if its current tax certificate is
                      cancelled and give the date of such cancellation.

         44.3.8       The Secretary of State shall, as a "contractor" in
                      accordance with the Regulations, send promptly to the
                      Inland Revenue any voucher which, in compliance with the
                      obligations of the DBFO Co as a "sub-contractor" under the
                      Regulations, the DBFO Co gives to the Secretary of State.

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         44.3.9       The Secretary of State shall be entitled to make a
                      deduction at the rate and from the amount specified in
                      Section 559(4) of the Act or at such other rate as may be
                      in force from time to time.

         44.3.10      Where any error or omission has occurred in calculating or
                      making the statutory deduction then:

                      44.3.10.1     in the case of an overdeduction, the
                                    Secretary of State shall correct that error
                                    by payment of the sum overdeducted to the
                                    DBFO Co; and

                      44.3.10.2     in the case of an underdeduction, the DBFO
                                    Co shall correct that error or omission by
                                    payment of the sum which should have been
                                    but was not deducted to the Secretary of
                                    State.

         44.3.11      The DBFO Co shall at the request of the Secretary of State
                      produce to the Secretary of State the original of any
                      current tax certificate which it holds and shall permit
                      the Secretary of State to make a copy of such tax
                      certificate and/or to record such details in respect of
                      such tax certificate as the Secretary of State may
                      consider appropriate.

         44.3.12      If compliance with this Clause 44.3 involves the Secretary
                      of State or the DBFO Co in not complying with any other of
                      the terms of this Agreement, then the provisions of this
                      Clause 44.3 shall prevail.

         44.3.13      Any Dispute arising out of the application of this Clause
                      44.3 shall be resolved in accordance with the Disputes
                      Resolution Procedure.

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45.      INTELLECTUAL PROPERTY

45.1     Design and Other Data

         The DBFO Co shall:

         45.1.1       make available to the Secretary of State without charge
                      all materials, documents and data of any nature (including
                      without limitation all Design Data) acquired or brought
                      into existence in any manner whatsoever by the DBFO Co for
                      the purposes of the design or construction of the Works,
                      the operation, maintenance or improvement of the Project
                      Facilities or the conduct of the other Operations and
                      which might reasonably be required by the Secretary of
                      State for the purposes of exercising his rights or
                      carrying out his duties under this Agreement or carrying
                      out any statutory duty; and

         45.1.2       make available to the Secretary of State all such
                      materials, documents and data acquired or brought into
                      existence by third parties for use by or on behalf of or
                      for the benefit of the DBFO Co as may reasonably be
                      required for the purposes referred to in Clause 45.1.1.

45.2     Licences

         45.2.1       The DBFO Co:

                      45.2.1.1      hereby grants to the Secretary of State a
                                    perpetual, transferable (but only to any
                                    assignee of any rights or benefits under
                                    this Agreement or upon or at any time
                                    following the termination of this
                                    Agreement), non-exclusive, royalty-free
                                    licence (carrying the right to grant
                                    sub-licences) to use for any purpose
                                    (whether during or after the Contract
                                    Period) relating to the design,
                                    construction, completion, commissioning or
                                    testing of the Works, the operation,
                                    maintenance or improvement of the Project
                                    Facilities, or the conduct of any other
                                    Operations or the carrying out by the
                                    Secretary of State of any statutory
                                    functions in respect of the Project
                                    Facilities all and any Intellectual Property
                                    which at the start of the Contract Period is
                                    or during the Contract Period becomes vested
                                    in the DBFO Co and to make any alterations,
                                    adaptations or additions to the Design Data
                                    and the Traffic Data which is or becomes
                                    vested in the DBFO Co; and

                      45.2.1.2      where any Intellectual Property is vested in
                                    any third party but is available for use by
                                    or on behalf of or for the benefit of the
                                    DBFO Co, it shall procure the grant of a
                                    like licence to the Secretary of State for
                                    any purpose (whether during or after the
                                    Contract Period) relating to the design,
                                    construction, completion, commissioning or
                                    testing of the Works, the operation,
                                    maintenance or improvement of the Project
                                    Facilities, the conduct of any other
                                    Operations or the carrying out by the
                                    Secretary of State of any statutory
                                    functions in respect of the Project
                                    Facilities.

         45.2.2       The Secretary of State hereby grants to the DBFO Co an
                      irrevocable, non-transferable, non-exclusive, royalty-free
                      licence (carrying the right to grant sub-licences to any
                      contractor or sub-contractor of the DBFO Co to the extent
                      required for the purposes of the design or construction of
                      the Works, the operation, maintenance or improvement of
                      the Project Facilities or the conduct of the other
                      Operations, on terms to the reasonable satisfaction of the
                      Secretary of State) to use (during the Contract Period
                      only) all and any Intellectual Property which is or
                      becomes vested in the Secretary of State for any purpose
                      relating to the design, construction, completion,
                      commissioning or testing of the Works, the operation,
                      maintenance or improvement of the Project Facilities or
                      the conduct of any other Operations.

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         45.2.3       With respect to Intellectual Property arising during the
                      Contract Period, the licence granted pursuant to Clause
                      45.2.1 or Clause 45.2.2 shall take effect immediately upon
                      the coming into existence of such Intellectual Property.

45.3     Computerised Data

         45.3.1       To the extent that any of the data, materials and
                      documents referred to in Clause 45.1 are generated by or
                      maintained on a computer or in any other machine readable
                      format, the DBFO Co shall procure for the benefit of the
                      Secretary of State at no charge the grant of a licence or
                      sub-licence for and supply of any relevant software or
                      database to enable the Secretary of State or his nominee
                      to access and otherwise use such data for the purposes set
                      out in this Agreement or following its termination for the
                      purposes of the design, construction, completion,
                      commissioning or testing of the Works or the operation,
                      maintenance or improvement of the Project Facilities,
                      provided that the DBFO Co may make a reasonable commercial
                      charge in respect of any such licence or sub-licence in
                      respect of any period after the Contract Period.

         45.3.2       Within 28 days after the execution of this Agreement the
                      DBFO Co shall submit to the Department's Agent in
                      accordance with the Review Procedure its proposals for
                      back-up and storage in safe custody of the data, materials
                      and documents referred to in Clause 45.1 and the
                      Department's Agent shall only be entitled to object and
                      require alterations or additions if the same shall not
                      accord with Good Industry Practice. The DBFO Co shall and
                      shall cause the Contractor and any other contractor or
                      sub-contractor of the DBFO Co to comply with the
                      procedures to which no such objection has been raised by
                      the Department's Agent. The DBFO Co may vary its
                      procedures for such back up and storage subject to
                      submitting in accordance with the Review Procedure its
                      proposals for change to the Department's Agent, or, after
                      issue of the Permit to Use, to the Department's
                      Representative, who may only object on the basis set out
                      above.

45.4     Indemnity

         The DBFO Co shall indemnify the Secretary of State from and against all
         Claims made or brought against the Secretary of State by any person for
         or on account of infringement of any Intellectual Property licensed to
         the Secretary of State under Clause 45.2 or any plant, machinery or
         equipment used in connection with the Works or Operations, and the
         provisions set out in Clause 35.3 [Conduct of Claims Subject to DBFO
         Co's Indemnities] shall apply to this indemnity.

45.5     Further Assurances

         The DBFO Co and the Secretary of State each undertakes at the request
         of the other to execute all documents and do all acts which may be
         necessary to bring into effect or confirm the terms of any assignment
         or licence contained in Clause 45.2 [Licences].

45.6     Traffic Data

         45.6.1       Without prejudice to any rights which the DBFO Co may have
                      in the Traffic Data, the Secretary of State shall be
                      entitled without further consent from the DBFO Co:

                      45.6.1.1      to use the Traffic Data for the purposes of
                                    exercising his rights or carrying out his
                                    duties under this Agreement or carrying out
                                    any statutory function; and

                      45.6.1.2      to incorporate the Traffic Data in any
                                    traffic or other statistics prepared by or
                                    on behalf of the Secretary of State and to
                                    publish such statistics or the Traffic Data
                                    either generally or to a limited category of
                                    persons and whether or not in return for any
                                    fee.

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         45.6.2       Without prejudice to any rights which the Secretary of
                      State may have in the Traffic Data, the DBFO Co shall be
                      entitled without further consent from the Secretary of
                      State:

                      45.6.2.1      to use the Traffic Data for the purposes of
                                    exercising its rights or carrying out its
                                    duties under this Agreement; and

                      45.6.2.2      to incorporate the Traffic Data in any
                                    traffic or other statistics prepared by or
                                    on behalf of the DBFO Co and to publish such
                                    statistics or the Traffic Data either
                                    generally or to a limited category of
                                    persons and whether or not in return for any
                                    fee.

45.7     Termination

         This Clause 45 shall survive the termination of this Agreement
         irrespective of the reason for termination.

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46.      CONFIDENTIALITY

46.1     Confidential Information

         Each Party agrees, for itself and its respective directors, officers,
         employees, servants and agents, to keep confidential and not to
         disclose to any person (save as hereinafter provided) any of the terms
         of this Agreement or any confidential or proprietary information
         (including documents, computer records, specifications, formulae,
         evaluations, methods, processes, technical descriptions, reports, and
         other data, records, drawings and information whether or not included
         in the Design Data or Traffic Data) (together the "Confidential
         Information") provided to or arising or acquired by it pursuant to the
         terms or performance of this Agreement (including without limitation
         any such documents or information supplied in the course of proceedings
         under the Disputes Resolution Procedure).

46.2     Exceptions

         Notwithstanding Clause 46.1, a Party shall be entitled to disclose the
         whole or any part of the Confidential Information:

         46.2.1       to its directors, officers, employees, servants,
                      subcontractors, agents, or professional advisers to the
                      extent necessary to enable it to perform (or to cause to
                      be performed) or to enforce any of its rights or
                      obligations under this Agreement; or

         46.2.2       when required to do so by law or by or pursuant to the
                      rules or any order having the force of law of any court,
                      association or agency of competent jurisdiction or any
                      governmental agency; or

         46.2.3       in the case of the DBFO Co, to any bank or financial
                      institution from whom it is seeking or obtaining finance;
                      or

         46.2.4       to the extent that the Confidential Information has,
                      except as a result of breach of confidentiality, become
                      publicly available or generally known to the public at the
                      time of such disclosure; or

         46.2.5       to the extent that the Confidential Information is already
                      lawfully in the possession of the recipient or lawfully
                      known to him prior to such disclosure; or

         46.2.6       to the extent that it has acquired the Confidential
                      Information from a third party who is not in breach of any
                      obligation as to confidentiality to the other Party; or

         46.2.7       to the extent permitted by Clause 45.2 [Licence] and
                      Clause 45.6 [Traffic Data]; or

         46.2.8       in the case of the Secretary of State, to the extent
                      required for the purpose of the design, construction,
                      completion, commissioning and testing of the Works or the
                      operation, maintenance or improvement of the Project
                      Facilities in the event of termination of this Agreement;

         46.2.9       in the case of the DBFO Co, to any shareholder or proposed
                      shareholder or any Contracting Associate of the DBFO Co
                      provided that such disclosure is either:

                      46.2.9.1      made by reason only of any employee or
                                    officer of the DBFO Co being an employee or
                                    officer of such shareholder, proposed
                                    shareholder or Contracting Associate and
                                    then only to the extent necessary in order
                                    to enable such employee or officer to
                                    perform his duties as an employee or
                                    office-holder (as the case may be); or

                                      180
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                      46.2.9.2      with the prior written consent of the
                                    Secretary of State;

         and, in the cases of Clauses 46.2.1, 46.2.3 and 46.2.9 upon obtaining
         from such person or entity to whom the disclosure is to be made an
         undertaking of strict confidentiality in relation to the Confidential
         Information in question.

46.3     Return of Confidential Information

         On the Termination Date each party shall return to the other such
         Confidential Information within its possession or control as may belong
         to the other Party, save that this Clause 46.3 shall not apply to:

         46.3.1       Confidential Information belonging to the DBFO Co
                      necessary for the design, construction, completion,
                      commissioning and testing of the Works or the operation,
                      maintenance or improvement of the Project Facilities,
                      which Confidential Information may be so used or applied
                      in the design, construction, completion, commissioning and
                      testing of the Works or the operation, maintenance or
                      improvement of the Project Facilities; or

         46.3.2       Traffic Data.

46.4     Continuation of Confidentiality Obligations

         The obligations of the parties under this Clause 46 shall continue for
         a period of 5 years following the Termination Date notwithstanding such
         termination.

46.5     Publicity Regarding Disputes

         Neither the DBFO Co nor the Secretary of State shall without the prior
         written authority of the other publish alone or in conjunction with any
         other person any articles or other material relating to any dispute
         arising under this Agreement nor impart any information regarding any
         such dispute except to its professional advisers under obligations of
         confidentiality, except and to the extent that such publication shall
         arise out of any statutory or regulatory obligation applicable to the
         DBFO Co or any obligation under any Law applicable to the Secretary of
         State.

                                      181
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47.      AGENCY

47.1     No Delegation

         For the avoidance of doubt, save as expressly provided in Clause 26 or
         26A no provision of this Agreement shall be construed as a delegation
         by the Secretary of State of any of his statutory authority to the DBFO
         Co.

47.2     No Agency: Crown Immunity

         Save as otherwise provided in this Agreement, the DBFO Co shall not be
         or be deemed to be an agent of the Secretary of State and the DBFO Co
         shall not hold itself out as having authority or power to bind the
         Secretary of State in any way. For the avoidance of doubt, the DBFO Co
         shall not have the benefit of any Crown immunity and, unless otherwise
         agreed by the Secretary of State, shall apply for and obtain all
         consents, licences and permissions which would be necessary under any
         Law on the basis that the DBFO Co does not have the benefit of any
         Crown immunity.

47.3     DBFO Co Responsibility

         As between the Parties, the DBFO Co shall be responsible for the acts,
         defaults, omissions and neglect of the Designer, the Checker, the
         Contractor, the Archaeologist, the Project Quality Director and any
         other contractor or sub-contractor of the DBFO Co of any tier and the
         agents, employees or workmen of any of them as fully as if they were
         the acts, defaults, omissions or neglect of the DBFO Co, its agents,
         employees or workmen.

47.4     DBFO Co Knowledge

         Without limitation to its actual knowledge, the DBFO Co shall for all
         purposes of this Agreement be deemed to have such knowledge in respect
         of the Project and the Operations as is held (or as ought reasonably to
         be held) by the Designer, the Contractor or the Archaeologist in the
         relevant circumstances.

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48.      DISPUTES RESOLUTION PROCEDURE

         Except as expressly provided in any other provision of this Agreement,
         all Disputes shall be resolved in accordance with the provisions set
         out in Schedule 15 [Disputes Resolution Procedure].

49.      WHOLE AGREEMENT

         This Agreement (including the Schedules) constitutes the whole
         agreement and understanding of the Parties as to the subject matter
         hereof and there are no prior or contemporaneous agreements between the
         Parties with respect thereto.

50.      WAIVER

         Failure by either Party at any time to enforce any provision of this
         Agreement or to require performance by the other Party of any of the
         provisions of this Agreement shall not be construed as a waiver of any
         such provision and shall not affect the validity of the Agreement or
         any part thereof or the right of such first Party to enforce any
         provision in accordance with its terms.

51.      AMENDMENTS

         No amendment to this Agreement shall be binding unless in writing and
         signed by the duly authorised representatives of the Secretary of State
         and the DBFO Co.

52.      CONFLICTS OF INTEREST

         The DBFO Co shall ensure that no conflict of interest arises between
         its performance of the Operations and any other matter in which it may
         be interested whether directly or indirectly.

53.      REGISTRABLE AGREEMENT

53.1     To the extent that this Agreement or any arrangement of which it forms
         part is registrable under the Restrictive Trade Practices Act 1976 (the
         "RTPA") then:

         53.1.1       any provision contained in this Agreement or in any
                      arrangement of which this Agreement forms part by virtue
                      of which this Agreement or such arrangement is subject to
                      registration under the RTPA shall not come into effect
                      until the day following the day on which particulars of
                      this Agreement and of any such arrangement have been
                      furnished to the Office of Fair Trading (or on such later
                      date as may be provided for in relation to any such
                      restriction); and

         53.1.2       the Parties agree to furnish such particulars within three
                      months of the date after this Agreement.

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54.      GOVERNING LAW AND JURISDICTION

54.1     Law

         This Agreement shall be governed by and construed in all respects in
         accordance with English law.

54.2     Jurisdiction

         Subject to the provisions of Clause 48 [Disputes Resolution Procedure],
         the Parties agree to submit to the non-exclusive jurisdiction of the
         English Courts as regards any claim or matter arising in relation to
         this Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as a Deed.

                                      184
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The Official Seal of the                     )
SECRETARY OF STATE FOR                       )
TRANSPORT hereunto affixed                   )
is authenticated by                          )
/s/ Illegible
---------------------------------------------
Name:

The Common Seal of                           )
YORKSHIRE LINK LIMITED                       )
was hereunto affixed                         )
in the presence of:                          )
/s/ Illegible
---------------------------------------------
Director
/s/ Illegible
---------------------------------------------
Director/Secretary

                                      185
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                                      INDEX

<TABLE>
<CAPTION>
                                                                                                               PAGE NO
<S>                                                                                                            <C>
PART I - GENERAL

1.       Definitions and Interpretation...........................................................................2
2.       Documentation...........................................................................................27
3.       The Project.............................................................................................33
4.       Guarantees..............................................................................................35
5.       Financial Model.........................................................................................37

PART II - OPERATIONS

6.       Site Inspection.........................................................................................38
7.       Commencement............................................................................................39
8.       Land....................................................................................................41
9.       Design and Construction.................................................................................45
10.      Programme and Date for Completion.......................................................................49
11.      Inspection and Completion...............................................................................53
12.      Operation and Maintenance...............................................................................60
13.      Traffic Management......................................................................................63
14.      Signing and Communications..............................................................................67
15.      Latent Defects in Existing Road.........................................................................69
16.      Fossils and Antiquities.................................................................................71
17.      Handback................................................................................................72
18.      Insurance...............................................................................................81
19.      Secretary of State's Obligations........................................................................84

PART III - RELATIONSHIPS AND MONITORING

20.      Representatives.........................................................................................85
21.      Quality Assurance.......................................................................................87
22.      Reports and Information.................................................................................90
23.      Records.................................................................................................91
24.      Monitoring of Performance...............................................................................93
25.      Statutory Powers........................................................................................97
26.      Statutory Undertakers...................................................................................99
26A.     Other Functions of the Secretary of State..............................................................105
27.      Other Third Parties....................................................................................110

PART IV - PAYMENTS

28.      Measurement of Traffic.................................................................................113
29.      Calculation of Payments................................................................................117
30.      Invoicing and Payment..................................................................................121

PART V - CHANGE, LIABILITIES AND TERMINATION

31.      Change Procedure.......................................................................................125
32.      Additional Works Services and Subsequent Schemes.......................................................126
33.      Force Majeure..........................................................................................128
33A.     Change in Law..........................................................................................130
34.      Warranties and Disclaimers.............................................................................132
</TABLE>

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<TABLE>
<S>                                                                                                             <C>
35.      Indemnities............................................................................................135
36.      Default................................................................................................139
37.      Termination by the DBFO Co.............................................................................148
38.      Non-Default Termination................................................................................149
39.      Effect of Termination..................................................................................151
40.      Compensation on Termination............................................................................155

PART VI - MISCELLANEOUS

41.      Assignment and Sub-Contracting.........................................................................165
42.      Notices................................................................................................169
43.      Consents and Approvals.................................................................................171
44.      Taxes..................................................................................................173
45.      Intellectual Property..................................................................................177
46.      Confidentiality........................................................................................180
47.      Agency.................................................................................................182
48.      Disputes Resolution Procedure..........................................................................183
49.      Whole Agreement........................................................................................183
50.      Waiver.................................................................................................183
51.      Amendments.............................................................................................183
52.      Conflicts of Interest..................................................................................183
53.      Registrable Agreement..................................................................................183
54.      Governing Law and Jurisdiction.........................................................................184
</TABLE>

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