CONTRACT
                                  --------


This Contract made and entered into this 12th day of September, 1997 by and
between China Steel Corporation, a corporation duly organized and existing
under the laws of the Republic of China, having its registered office at No.1
Chung Kang Road, Hsiao Kang, Kaohsiung, Taiwan, Republic of China
(hereinafter called "CSC" or "Purchaser"), the party of the first part, and
ETS International, Inc., a corporation duly organized and existing under the
laws of the United States of America, having its registered office at 1401
Municipal Road, NW, Roanoke, Virginia 24012-1309, U. S. A. (hereinafter
called "Contractor"), the party of the second part,

                                 WITNESSETH:
                                 -----------

WHEREAS, CSC desires to acquire and construct 3 Sets of Flue Gas
Desulfurization (FGD) System and Auxiliaries for operation at CSC's Kaohsiung
Steel Works;

WHEREAS, Contractor is able, willing and ready to design, engineer and supply
the aforesaid 3 Sets of Flue Gas Desulfurization (FGD) System and Auxiliaries
and furnish supervising services for erection and commissioning thereof and
also furnish training services to CSC's personnel, all in accordance with the
terms and conditions of this Contract and other documents designated as an
integral part hereof;

NOW, THEREFORE, the parties hereto covenant and agree hereby as follows:

<PAGE>
DEFINITIONS                                                              PAGE
-----------                                                              ----

TERMS OF CONTRACT
-----------------

1.    SCOPE OF SUPPLY AND TRANSFER OF TECHNICAL KNOW-HOW. . . . . . . . .   7
2.    PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
3.    PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
4.    DELIVERY TIME . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
5.    PERFORMANCE BOND. . . . . . . . . . . . . . . . . . . . . . . . . .  13
6.    COMPLETENESS OF EQUIPMENT AND SERVICES. . . . . . . . . . . . . . .  13
7.    SAFETY DEVICES. . . . . . . . . . . . . . . . . . . . . . . . . . .  14
8.    DELAYS IN DELIVERY AND LIQUIDATED DAMAGES . . . . . . . . . . . . .  14
9.    CHANGES IN SPECIFICATIONS . . . . . . . . . . . . . . . . . . . . .  16
10.   INVESTIGATION OF LOCAL CONDITIONS . . . . . . . . . . . . . . . . .  17
11.   INSPECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
12.   TESTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
13.   GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
14.   INTELLECTUAL AND INDUSTRIAL PROPERTIES. . . . . . . . . . . . . . .  28
15.   TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
16.   SUB-CONTRACTORS . . . . . . . . . . . . . . . . . . . . . . . . . .  29
17.   TRANSFER OF CONTRACT. . . . . . . . . . . . . . . . . . . . . . . .  30
18.   FORCE MAJEURE . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
19.   ARBITRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
20.   TERMINATION OF CONTRACT BY CSC. . . . . . . . . . . . . . . . . . .  31
21.   INFORMATION REGARDING CONTRACT. . . . . . . . . . . . . . . . . . .  32
22.   INTERFERENCE WITH CSC'S FACILITIES. . . . . . . . . . . . . . . . .  33
23.   WAIVER OF BREACH. . . . . . . . . . . . . . . . . . . . . . . . . .  33
24.   LIENS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
25.   WARRANTY AGAINST CONTINGENT FEES FOR SOLICITING OR SECURING AWARD .  33
26.   OFFICIALS AND EMPLOYEES NOT TO BENEFIT. . . . . . . . . . . . . . .  34
27.   LANGUAGE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
28.   MESSAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
29.   CHARGING OF AMOUNTS DUE CSC AGAINST OUTSTANDINGS DUE CONTRACTOR . .  35
30.   PUBLIC AND THIRD PARTY INTEREST . . . . . . . . . . . . . . . . . .  35
<PAGE>
31.   GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
32.   SUCCESSION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
33.   CONSEQUENTIAL DAMAGES . . . . . . . . . . . . . . . . . . . . . . .  35
34.   COUNTRY OF ORIGIN . . . . . . . . . . . . . . . . . . . . . . . . .  35
35.   EFFECTIVE DATE OF CONTRACT. . . . . . . . . . . . . . . . . . . . .  36
36.   EXECUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36

EXHIBITS
I     PRICE BREAKDOWN . . . . . . . . . . . . . . . . . . . . . . . . . . .37
II    SPECIMEN OF PERFORMANCE BOND. . . . . . . . . . . . . . . . . . . . .38
II-A  SPECIMEN OF CONTRACTOR'S AFFIDAVIT. . . . . . . . . . . . . . . . . .39
III   SHIPPING AND INSURANCE. . . . . . . . . . . . . . . . . . . . . . . .40
IV    PROJECT COORDINATION AND CONTRACTOR'S SUBMITTAL OF DRAWINGS 
      AND INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . .63
V     ERECTION, TRAINING AND COMMISSIONING SERVICES . . . . . . . . . . . .74

<PAGE>
DEFINITIONS
-----------

For the purpose of this Contract, the following definitions shall apply:

1.    "CSC" or "Purchaser" used herein interchangeably means:
      China Steel Corporation
      No. 1 Chung Kang Road
      Hsiao Kang, Kaohsiung 812
      Taiwan, Republic of China
      Telephone: (07) 8021111
      Facsimile: (07) 8022511, 8019427
      Telex: 71108, 71283, 71284, 71415
      Cable Address: STEELMILL KAOHSIUNG

2.    "Contractor" means:
      ETS International, Inc.
      1401 Municipal Road, NW
      Roanoke, Virginia 24012-1309
      U.S.A.
      Telephone: (540) 265-0004
      Telefax: (540) 265-0082
      E-Mail: etsi@roanoke.infi.net

3.    "Job Site Superintendent" means the responsible representative of
      Contractor on Job Site.

4.    "CSC Representative" means CSC's representative or his delegated
      representative  assigned by CSC to act on CSC's behalf on Job Site.

5.    "Contract" means this Contract, which consists of the undermentioned
      documents:

      1)    This Contract with Exhibits I through V;

      2)    All the minutes of clarification meeting, telefaxes, telexes,
            letters etc. related to this Contract and up to August 18, 1997;

      3)    CSC's Technical Specifications No. FGD-85W5S01 for Flue Gas
            Desulfurization (FGD) System and Auxiliaries;

      4)    CSC Design Standards;

      5)    Contractor's Technical Specifications dated August, 1997.

      All above documents shall be regarded as integral parts of this
      Contract.  Should there be any conflict among the above-mentioned
      documents, the order of priority shall be decided in accordance with
      the sequence as hereinabove defined, unless otherwise mutually agreed. 
      For document 2), the document with later date shall have the priority
      over that with earlier date unless otherwise mutually agreed. 
      Documents 2) through 5) together shall be referred to as "Contract
      Specifications".

6.    "Work" means any and all labor, supervision, services, materials,
      softwares, supplies, machinery, equipment and tools called for by the
      Contract.

7.    "Approved Equal" products will be considered approved only upon
      issuance of written approval by CSC to Contractor.
<PAGE>
8.    "Facilities" means the materials, supplies, structures, machineries,
      equipment, tools etc. finished by the Contractor under the terms of
      this Contract.

9.    "CSC's Facilities" means materials, structures, civil work or equipment
      on Job Site other than the Work.

10.   "Job Site" means the area, where CSC's project of this Contract will be
      carried out.

11.   "Erection Site" means that part of the Job Site, where the equipment
      furnished by the Contractor will be erected and utilized in accordance
      with their intended use.

12.   "Shop Test" means the test on the equipment furnished as a part of the
      Work assembled as fully as practical at Contractor's shops to operate
      the equipment to the extent possible in the presence of CSC's
      authorized representative.

13.   "Functional Unit" means equipment assembled and erected at the Erection
      Site, for which the Preliminary Functional Test may be conducted
      independent of the remainder of Work.  If there is no division of Work
      into two or more Functional Units in the Contract Specifications, the
      Work shall be the Functional Unit.  Any and all process control
      computer system in connection with a Functional Unit shall be an
      integral part of the Functional Unit.

14.   "Preliminary Functional Test" means the test to be carried out on each
      Functional Unit under no load conditions on Erection Site upon
      completion of the assembly of the Functional Unit.

15.   "Performance Test" means the tests to be carried out after commencement
      of commissioning of the complete Work under load conditions.

16.   "Final Acceptance" means that CSC accepts in writing the Work after the
      successful execution of Performance Test within the time period set
      forth in Contract.

17.   "Heavy Weight Cargo" means cargo which weighs more than thirty five
      (35) metric tons.

18.   "Lengthy Cargo" means cargo which measures more than fifteen (15)
      meters in length.

19.   "Last Major Shipment" means that the accumulated amount of delivered
      Facilities has reached an amount equal to 98% of the Contract Price,
      and furthermore the items remaining consists only of articles that in
      the opinion of CSC do not affect the progress of erection.  If there
      should be any article yet to be delivered that affects the progress of
      erection in the opinion of CSC, then the "Last Major Shipment" shall be
      the shipment of that article.

20.   "Final Shipment" means the last delivery for which the accumulated
      amount of delivered Facilities has reached 100% of the Contract Price.
<PAGE>
21.   "Month" means the calendar month in its ordinary sense.  In case it
      starts from a day other than the first day of a month, then the month
      shall mean the days between that day of the calendar month and the
      advent of the same day in the succeeding calendar month, except that in
      the event the same date is not in existence in the succeeding calendar
      month, the last day of that month shall be the substitute date.

22.   "Week" means the seven days between any day of the week and the advent
      of the same week day in the succeeding week.

23.   "Day" means any day of the month according to the Gregorian Calendar.

24.   "Government" includes all competent agencies, offices, and public
      authorities thereof.

25.   "CSC-declared holiday" means a holiday declared by CSC for the CSC
      personnel worked in day shift i.e. normal office hours.

26.   "Taiwan Portion" means part of the Work to be performed by Contractor
      through its sub-contractor(s) in Taiwan, the Republic of China.  Such
      sub-contractor shall be a manufacturer or an engineering firm as the
      sub-contract item may be.

27.   "Foreign Portion" means all of the Work, exclusive of Taiwan Portion
      and supervision service, to be performed by Contractor outside of the
      Republic of China.

28.   In this Contract wherever the masculine is used, it will be construed
      as if the feminine or the neuter, as the case may be, had been used
      where the context so requires.  The singular shall include the plural
      and vice versa, where appropriate.

29.   Article and sub-article numbering and heading used in the Contract are
      for convenience only and shall not affect the interpretation and
      construction of the Contract.
<PAGE>
TERMS OF CONTRACT
-----------------
1.    SCOPE OF SUPPLY AND TRANSFER OF TECHNICAL KNOW-HOW
      --------------------------------------------------
      Contractor shall provide all engineering, equipment, materials,
      training and supervision for erection and commissioning required for
      the installation, maintenance and operation by CSC of the Facilities
      specified in the Contract Specifications and shall be responsible for
      the attainment of stipulated guaranteed performance.  Contractor shall
      also furnish all necessary technical know-how, software, technical
      information and documents for erection, commissioning, testing and
      continued production of the Facilities.  Such technical know-how etc.
      shall be supplied and transferred in due course by Contractor or
      through a proper training agent which should be the present user of the
      similar equipment arranged by Contractor in coordination with CSC's
      project schedule.  Contractor further warrants that even after the
      Facilities have been finally accepted by CSC and are under normal
      operation, Contractor will continue to supply latest related technical
      know-how etc. to CSC free of charge respecting the equipment,
      maintenance, operation of the Facilities for improving production, for
      a period of two (2) years from the date of Final Acceptance.  The above
      scope of supply and transfer of technical know-how shall be deemed an
      essential purpose of this Contract.

2.    PRICE
      -----
      2.1   CSC shall pay to Contractor the following sums as full
            compensation for Work to be performed by Contractor pursuant to
            this Contract:

            2.1.1 Foreign Portion

                  The total price for the Foreign Portion is US$2,006,000.-
                  (Say United States Dollars Two Million Six Thousand Only,
                  hereinafter individually called "Contract Price for Foreign
                  Portion".)

                  Contract Price for Foreign Portion shall be understood and
                  represented as a price of F.O.B. main international
                  seaport/FCA international airport as per "INCOTERMS" in
                  force at the date of signing this Contract.  Prices for
                  erection and commissioning services, as specifically
                  provided in article 1 of EXHIBIT V ERECTION, TRAINING AND
                  COMMISSIONING SERVICES are not included in Contract Price
                  for Foreign Portion. 

            2.1.2 Taiwan Portion

                  The total price for Taiwan Portion is NT$113,042,500.- (Say
                  New Taiwan Dollars One Hundred Thirteen Million Forty-Two
                  Thousand Five Hundred.  Only, hereinafter individually
                  called "Contract Price for Taiwan Portion".) Contract Price
                  for Taiwan Portion shall be understood and represented as a
                  price of CSC's Job Site delivery.  However, for components
                  and materials under Foreign Portion used by Contractor for
                  processing and assembling into the Facilities in the shop
                  of Contractor's subcontractor(s) in Taiwan (hereinafter
                  called "Taiwan Subcontractor"), CSC shall be responsible
<PAGE>
                  for customs clearance and taking delivery to Job Site, and
                  Contractor shall be responsible for transportation to the
                  Taiwan Subcontractor's shop with loading the responsibility
                  of CSC.  For all of Work under Taiwan Portion (may or may
                  not include the above mentioned imported components),
                  Contractor shall deliver to CSC Job Site and shall be
                  responsible for unloading.

            2.1.3 The "Contract Price for Foreign Portion" plus the "Contract
                  Price for Taiwan Portion" is hereinafter collectively
                  called "Contract Price".  
                  Prices stated above are regarded as "Fixed and Firm Lump
                  Sum Prices" respectively.
                  Price breakdown of individual items including Foreign
                  Portion and Taiwan Portion shall be as set forth in EXHIBIT
                  I attached hereto and made a part hereof.

      2.2   In the event that any individual item of Foreign Portion as
            listed in the price breakdown will be delivered by two or more
            shipments, Contractor shall, prior to the first partial shipment
            of that item, allocate the item price into sub-itemized prices
            for each component or part by weight ratio or other measure that
            can justify the prices of each sub-item so that Contractor can
            invoice each sub-item in true value and the aggregated total
            shipping value of that item will exactly equal to the price shown
            in Contract.

      2.3   If Contractor wants to transfer any part of Taiwan Portion to
            Foreign Portion, such transfer shall be subject to CSC's approval
            and, if approved by CSC, only eighty (80) percent of the price of
            transferred portion will be converted into Contract Price for
            Foreign Portion and paid to Contractor.   Contractor is not
            entitled to request any compensation for the deducted twenty (20)
            percent of the price in N.T. Dollars.  Furthermore, the exchange
            rate for conversion shall be at CSC's discretion to adopt either
            the exchange rate of US$1.00=NT$27.859 or the exchange rate
            prevailing at the time of CSC's granting approval.  If Contractor
            wants to transfer any part of Foreign Portion to Taiwan Portion,
            such transfer shall also be subject to CSC's approval and the
            exchange rate shall be decided by CSC in the same way as
            mentioned above.

      2.4   Contractor shall warrant that:  (1) in the event of loss or
            damage of all or part of Work covered thereby during transit
            before arrival at Erection Sites, Contractor shall re-supply them
            at a price not higher than 110% of the invoice value, (2) in the
            event of partial loss or damage, and partial value is not clearly
            indicated in the invoice, Contractor shall re-supply them at a
            price not higher than 110% of the value assessed by a loss
            adjuster whose appointment shall be made by CSC.

      2.5   CSC's rights of import duty exemption, if any, shall not be
            available to imports by Contractor's Taiwan Subcontractor for
            fabricating into Facilities under this Contract.  Any components
            or parts under Foreign Portion that Contractor will furnish its
            Taiwan Subcontractors for fabricating into Facilities shall be
            shipped to CSC for customs clearance and taking delivery to Job
            Site.  Contractor or its subcontractor shall pick up such imports
            from CSC's Job Site at Contractor's or Taiwan Subcontractor's
            expense.
<PAGE>
            Contractor shall be responsible that Contractor's Taiwan
            Subcontractor shall not divert any materials imported as a part
            of Work to any use other than to manufacture the part of Work so
            subcontracted.  If as a result of any such diverting, the ROC
            Government suspends or withdraws CSC's duty exemption rights,
            Contractor shall be responsible for reimbursing CSC all such duty
            paid by CSC.  CSC shall have the right to claim from Contractor
            all other losses resulting from such diverting of materials even
            after other obligations have been fulfilled by Contractor.

      2.6   Prices of Spare Parts
            The unit prices of spare parts for the Facilities shall be as per
            the Contractor's Proposal dated March 21, 1997 and all subsequent
            revisions and supplements with price reduction of 10 percent.  If
            there are prices discrepancy for same items among the
            Contractor's Proposal and revisions and supplements, the unit
            price of the lowest one shall apply.  Furthermore, for any item's
            unit price, if CSC can prove that it is unreasonable, both
            parties shall meet to review and to decide a reasonable price
            reduction.  Although the specification of spare parts may be
            changed after the detailed design, the unit prices of spare parts
            quoted will not be changed within validity.

            The unit prices of spare parts shall represent the price of FOB
            main international seaport/FCA main international airport prices
            as per INCOTERMS and shall be firm and valid within eighteen (18)
            months after the date of signing this Contract or six (6) months
            after CSC's receipt of complete spare parts list, whichever comes
            later.  CSC reserves the right to place separate order(s) for the
            spare parts required by CSC at the prices as mentioned above
            within the period of validity of spare part prices.  100% of the
            ordered amount of spare parts shall be paid by an irrevocable
            non-confirmed Letter of Credit against shipping documents and
            liquidated damages for delay in delivery shall be 0.1% of the
            contract value of the delayed portion for each day's delay
            whether delay is within 30 days and 0.2% for each day's delay
            beyond 30 days but maximum of liquidated damages shall be 7% of
            the contract value of the delayed portion.

      2.7   Price of Installation
            CSC has the right to decide whether the installation work of
            Facilities will be performed by CSC itself or by a local company
            (hereinafter called "Erector") designated by the Contractor and
            approved by CSC in advance.  In the event that CSC decides the
            installation work to be performed by the Erector, Contractor
            guarantees that the Erector will sign a FGD installation contract
            with CSC in a total amount not exceeding NT$35,320,000.- (say New
            Taiwan Dollars Thirty-Five Million Three Hundred Twenty Thousand
            only) according to the terms and conditions stipulated in the
            Attachment K of CSC Specification No. FGD-85W5S01.  Contractor
            also warrants that if the Erector does not accept the aforesaid
            installation price or CSC's terms and conditions of Attachment K,
            the Contractor shall compensate CSC the price difference and be
            responsible for requesting the Erector to accept CSC's terms and
            conditions.  CSC shall be entitled to deduct such compensation
            from any payment due to Contractor.
<PAGE>
3.    PAYMENTS
      --------
      3.1   Foreign Portion
            ---------------
            Payment for items (a) - (d) shall be made against Contractor's
            invoice by telegraphic transfer to Contractor's account at a bank
            to be indicated in Contractor's invoice.  Payment for item (e)
            below shall be made against shipping documents by an irrevocable
            non-confirmed Letter of Credit (L/C) in favour of Contractor,
            issued by a bank appointed by CSC.  Cost for extension of Letter
            of Credit if caused by delay on the part of Contractor, shall be
            borne by Contractor.  CSC shall bear only the banking charges
            incurred in Taiwan.  All banking charges outside Taiwan shall be
            borne by the Contractor.

      Schedule of payment shall be:
      (a)   5% of the Contract Price for Foreign Portion within 45 days after
            the coming into effect of the Contract, and after the arrival in
            CSC's office of the performance bond specified in article 5
            hereof.

      (b)   5% of the Contract Price for Foreign Portion within 30 days after
            the completion of delivery to CSC of:

            (1)   Data and layout and arrangement drawings deemed sufficient
                  by CSC for CSC to design and construct buildings and
                  foundations.
            (2)   Utility requirement data deemed sufficient by CSC for CSC
                  to design piping and wiring leading to and from the Work.

      (c)   15%, 10% and 10% of the Contract Price for Foreign Portion within
            30 days after Final Acceptance of the 1st, 2nd and 3rd FGD system
            respectively or not later than 8 months after Final Shipment date
            of each FGD system if Final Acceptance is delayed for reasons
            entirely attributable to CSC.

      (d)   5% of the Contract Price for Foreign Portion within 30 days after
            expiry of the guarantee period of all three FGD systems, and
            after the complete delivery of as-built drawings, complete spare
            parts list and drawings as well as the complete delivery of spare
            parts for the Facilities covered by this Contract and/or any
            separate purchase order placed by CSC within the validity of the
            prices of the spare parts, and deliver to CSC of Contractor's
            Affidavit, worded as per the EXHIBITS II-A, regarding the lien as
            required by article 24 of this Contract.

      (e)   50% of the Contract Price for Foreign Portion to be paid pro rata
            according to the invoice value of the respective shipment against
            the following documents:

            -     Manually signed commercial invoice bearing the certificate
                  certifying that the invoice amount represents the true
                  value of shipment.

            -     Original Bills of Lading/Air Waybill/House Air Waybill.

            -     Signed packing lists.

            -     Other documents as may be necessary and reasonably
                  specified by CSC.
<PAGE>
            Invoicing procedures and allocation of Contract Price to each
            partial invoice shall be according to the provisions under
            article 2.2 hereinabove and article 11 of EXHIBIT III SHIPPING
            AND INSURANCE.

      3.2   Taiwan Portion
            --------------
            CSC shall pay the Contract Price for Taiwan Portion to
            Contractor's fixed place of business.  The said fixed place of
            business is hereinafter referred to as "payee".  (Note: The term
            "fixed place of business" refers to fixed places for operation of
            business with business and tax registration in the Republic of
            China including headquarters, administrative offices, branch or
            sub-branch offices, business offices, factories, workshops,
            warehouses, construction sites or other similar place.) The payee
            shall provide CSC the receipt for such funds in the form of
            government uniform invoice required by the Government of the
            Republic of China, and such receipt shall be the full evidence of
            having discharged CSC's payment obligations.  The business tax
            (value added tax) shall be borne by CSC.

      Schedule of payment shall be:
      (a)   5% within 45 days after coming into effect of the Contract and
            after the arrival of the performance bond as required by the
            article 5 against the payee's uniform invoice.

      (b)   5% within 30 days after the completion of delivery to CSC of the
            documents a and data required in the above article 3.1(b).

      (c)   55% pro rata in accordance with progress of delivery to Job Site
            against:

            (1)   The payee's uniform invoice.

            (2)   Contractor's certificate of inspection and acceptance.

            (3)   Contractor's delivery notes certified by CSC's
                  representative.  Payment shall be made within 30 days after
                  CSC's receipt of the goods delivered and the above-
                  mentioned documents.

            (d)   15%, 10% and 10% within 30 days after Final Acceptance of
                  the 1st, 2nd and 3rd FGD system respectively against the
                  payee's uniform invoice.

4.    DELIVERY TIME
      -------------
      The Contractor shall complete the FOB/FCA shipment for Foreign Portion
      on or before January 10, 1999 and complete CSC Job Site delivery for
      Taiwan Portion on or before February 10, 1999.  The detailed delivery
      schedule is specified in the Contract Specifications.

      FOB delivery for Foreign Portion shall be made at USA international
      seaport/airport and/or other international seaport/airport may be
      notified by Contractor and approved by CSC.
<PAGE>
5.    PERFORMANCE BOND
      ----------------
      Notwithstanding anything to the contrary elsewhere herein, this
      Contract shall not become effective, nor shall any payment be made
      unless Contractor has delivered to CSC an irrevocable stand-by letter
      of credit in such form and substance as per the attached EXHIBIT II
      issued by such bank satisfactory to CSC, through an advising bank
      (including branches of foreign banks) in Taiwan with expiry not less
      then six months after expiry of the Equipment Guarantee.  Amount of
      this letter of credit shall be 10% of the Contract Price.  Contractor
      may choose to issue the letter of credit in United States Dollar or in
      New Taiwan Dollar and apply the exchange rate of US$1.00 = NT$27.859
      for the conversion between the two currencies.  The amount shall be
      reduced to not less than 5% of the Contract Price after Final
      Acceptance.  Upon issuing Certificate of Final Acceptance to
      Contractor, CSC shall advise the issuing bank, through the advising
      bank, to reduce the amount of letter of credit.

      If Final Acceptance is delayed owing to causes attributable to
      Contractor, Contractor shall be responsible for extending the expiry of
      the letter of credit to a date satisfactory to CSC.  However, if Final
      Acceptance is delayed owing to causes solely attributable to CSC and
      the extension of the expiry of letter of credit is required by CSC, the
      banking charges for extending the expiry to cover such delayed period
      will be borne by CSC.  In such case, CSC will pay such charges to the
      bank concerned provided that the charges are reasonable and applicable.

      Delivery of said letter of credit shall not absolve Contractor of any
      of his contractual obligations.  Nor shall it be construed as CSC's
      renunciation of rights to claim for, or barring CSC and Contractor from
      agreeing to, higher amounts of damages at any stage before Contractor
      has discharged all of his contractual obligations.

6.    COMPLETENESS OF EQUIPMENT AND SERVICES
      --------------------------------------
      Contractor shall be responsible to provide in the scope of the Work the
      design and manufacture of all items listed in the Contract
      Specifications, as well as those items not listed, to make a complete
      operating unit to achieve the performance specified in the Contract
      Specifications.

      Items which are not listed in the Contract Specifications but which the
      Contractor knows should be included for achieving the performance
      specified in the Contract Specifications shall be furnished and brought
      to the attention of CSC.

      In the event of any surplus material and/or part remaining at job Site
      at the completion of erection, such material and/or part shall become
      property of CSC.

      If during execution of the Work, Contractor deems it necessary to
      expand the agreed scope in order to achieve the performance specified
      in the Contract Specifications and called for in the Contract, such
      equipment or services shall be provided by the Contractor at no expense
      to CSC.
<PAGE>
      Contractor is entitled to make technical alterations proving necessary
      during the progress of work which shall not influence quality and
      performance of equipment and services.  Any alterations of the scope of
      work and services require the written permission of CSC, and such
      permission shall in no way relieve Contractor from his contractual
      obligations.

7.    SAFETY DEVICES
      --------------
      7.1   The Contractor shall equip the Work covered by this Contract with
            all proper safety devices for the protection of workmen and shall
            provide suitable, removable safety guards for all exposed moving
            parts, such as gears, roller chains, belts, brake wheels,
            couplings, and the like.

            The Contractor warrants that such Work will meet the requirements
            of, and be in conformity with, any and all applicable laws,
            rules, regulations, and ordinances.

      7.2   Contractor should put the proper labels on the conspicuous place
            of the hazardous or harmful material, device, equipment or
            container, and submit to CSC the relevant detailed Material
            Safety Data Sheet.

8.    DELAYS IN DELIVERY AND LIQUIDATED DAMAGES
      -----------------------------------------
      8.1   Contractor shall begin and complete delivery of the Work
            including the delivery of engineering drawings for construction
            according to the schedule set forth in the Contract
            Specifications.  Progress of delivery shall be governed by target
            dates set forth in the above mentioned schedule.


      8.2   In the event progress of actual shipment/delivery of Facilities
            and/or actual delivery of engineering drawings for construction
            are later than any one of the target dates due for any item set
            forth in the agreed schedule, liquidated damages shall become
            due.  Said liquidated damages shall be computed by multiplying
            the longest time of delay for any target date or the time of
            delay for the completion of delivery, whichever is the longest,
            times 0.2% of the Contract Price per week of delay.  Delay of
            fractions of one week shall be computed by taking the week as
            seven days.  Maximum of said liquidated damages is 5% of Contract
            Price.  Contractor shall pay such liquidated damages, if any, to
            CSC before CSC's effecting payment for amount due under article
            3.1.(c) or, otherwise, CSC will deduct the said liquidated
            damages from the payment.  The payment of said liquidated damages
            shall not relieve Contractor from his obligations to complete the
            Work, to perform his other obligations and settle other claims
            resulting from the Contract.

            Contractor warrants that the Work covered by this Contract will
            be given higher priority than is given to any order entered into
            Contractor's production program after the date of signing this
            Contract in the allocation of Contractor's equipment personnel
            and resources.  This applies also to all subcontractor's
            equipment, personnel and resources.  For the purpose of checking
            compliance, Contractor shall make available to CSC or CSC's
<PAGE>
            designated party, all records of order entry and production
            resources allocations.  In the event of violation of this
            warranty as proved by CSC or a party designated by CSC, and if
            any delay occurs in the delivery of Work from the agreed
            schedule, CSC shall be entitled to claim from Contractor damages
            even to an extent beyond the limit set forth in the above.

      8.3   As soon as it becomes obvious that certain equipment or part is
            late to meet the scheduled delivery dates, Contractor shall
            inform CSC immediately.

            Should CSC deem that such delay will endanger the erection
            progress, Contractor shall, upon the request of CSC, air ship the
            delayed equipment or parts and bear the cost difference between
            air and surface transportation.

      8.4   Payment of liquidated damages shall not relieve Contractor from
            the obligation of airshipment in case of delay, nor shall
            airshipment and bearing of difference of transportation cost
            relieve the Contractor from paying liquidated damages due.

      8.5   If Contractor takes all possible measures to reduce the delay in
            erection progress and, in the opinion of CSC, the erection
            progress has not been substantially delayed and, as a result of
            CSC's evaluation made after Final Acceptance, Contractor has
            performed this Contract in satisfactory manner, CSC may, at its
            full discretion, reduce or waive the liquidated damages, as the
            case may be.

      8.6   Should the material or components delivered by Contractor to CSC
            prove to be insufficient to assemble and erect the Work at the
            Erection Site, Contractor shall airship the deficient part and/or
            materials, and bear all the cost of airshipment.  In such event,
            for the purpose of assessing liquidated damages provided herein,
            the completion of shipment shall be deemed to be the arrival at
            Erection Site of all such deficient parts and/or materials.

      8.7   The lump sum Contract Price shall be on the basis that Contractor
            shall use as much manpower and work as many hours as necessary to
            meet the contractual delivery schedule.  Contractor shall not be
            entitled to claim any additional compensation for overtime work.

9.    CHANGES IN SPECIFICATIONS
      -------------------------

      CSC reserves the right to make such changes in the specification and
      design as may be necessary or desirable.  Change in price shall be
      determined by referring to a unit price of the already agreed Contract
      Price.  Any difference in the Contract Price resulting from any such
      change shall be agreed upon in writing by CSC before the work is begun.

      Before proceeding with any work involving possible claims by the
      Contractor for extra compensation above the Contract Price, the
      Contractor shall submit in writing to CSC a detailed estimate of the
      price for such work.  Where CSC desires to have the work done and where
      the price is agreed upon, the matter will be covered by a written order
      issued to the Contractor by CSC.  The Contractor shall not proceed with
      any such work before receiving such a written order.
<PAGE>
      All additional work that CSC deems necessary to meet Contract
      Specifications or guaranteed performance shall be furnished by
      Contractor at no extra cost to CSC.

10.   INVESTIGATION OF LOCAL CONDITIONS
      ---------------------------------
      The signing of Contract by Contractor shall be deemed conclusive
      evidence that Contractor has carefully investigated and clearly
      understood all the local conditions which may influence the performance
      of this Contract.  No claims for additional compensation will be
      entertained on the basis of Contractor not having made sufficiently
      thorough investigation of such conditions.  All expenses for such
      investigation shall be borne by Contractor.

11.   INSPECTION
      ----------
      11.1  All Work shall be subject to CSC's inspection and approval at all
            times, but such approval shall not relieve the Contractor of his
            contractual responsibilities.

            The Contractor shall provide sufficient, safe and proper
            facilities at all times for such inspection of the Work, furnish
            full information concerning all material entering into the Work,
            and grant CSC and CSC's duly authorized representative free
            access at all reasonable times to the shops where the Work for
            this Contract are manufactured, stored or assembled.

      11.2  At least six (6) weeks before Contractor starts manufacturing the
            Work or parts thereof in Contractor's shops or in those of his
            sub-contractors, Contractor shall inform CSC in writing
            accordingly, indicating the item concerned, the location of the
            shop and the schedule of manufacture.

      11.3  CSC shall, at any time, be entitled to ascertain the state and
            progress of manufacture.  Visits to Contractor's engineering and
            manufacturing locations shall be during working hours.

      11.4  Contractor shall, during the visit of CSC's representative have
            available all documents and data as are necessary to judge the
            state of the Work and the progress thereof.  During the
            inspection of items under manufacture, the visitor(s) shall be
            attended by the shop superintendent in charge or his deputy, who
            shall give the visitor(s) all requested information related to
            the manufacture of the Work.

      11.5  CSC is entitled to visit, in addition to the shops, the offices
            which are in charge of the work to be performed in connection
            with the Contract.

      11.6  Contractor shall assist to obtain the permission and entry visas
            for all such visits for CSC to the shops of Contractor and his
            sub-contractors.

      11.7  Contractor shall be informed of a visit to the respective shops
            and/or subcontractors at least five (5) days in advance.
<PAGE>
      11.8  It shall be the responsibility of Contractor to inspect all
            equipment and materials prior to delivery.  Two (2) copies of all
            inspection reports, test reports, analyses, etc. (in English)
            signed by Contractor's authorized personnel shall be forwarded
            promptly via airmail to CSC.  Except for the reports for those
            tests which CSC has waived witnessing in writing, all inspection
            reports shall bear the signature of approval of CSC or its
            representative.

12.   TESTING
      -------
      12.1  SHOP TESTS
            ----------
            12.1.1      Contractor shall notify CSC at least six (6) weeks in
                        advance of the tests so that CSC may be represented
                        at all tests.  Contractor shall assemble equipment as
                        fully as practicable at the factory and test in CSC's
                        representative's presence.  Contractor shall run all
                        drives and motions at full speed and full load or
                        simulated full load when practicable.

                        Refinement for timing, scope and methods of such test
                        shall be agreed prior to the performance of these
                        tests.

            12.1.2      In addition to the normal tests, Contractor shall
                        permit CSC to inspect and make nondestructive tests
                        as may be necessary to ensure good quality and
                        compliance with the Contract Specifications at no
                        additional cost to CSC.  Contractor shall give CSC
                        sufficient advance notice of availability of
                        components before assembling prior subassemblies to
                        permit inspection and nondestructive testing. 
                        Performance of tests shall in no event be ground for
                        requesting extensions of delivery dates, and shall
                        not relieve Contractor from his contractual
                        obligations.  Contractor shall airmail to CSC all
                        shop test reports.  Unless CSC has waived witnessing
                        the test in writing, all reports must bear the
                        signature of approval by CSC or his representative.

            12.1.3      The same obligations of Contractor to facilitate
                        visits by CSC and/or his representative stipulated in
                        article 11 also apply to this article 12.1.

      12.2  PRELIMINARY FUNCTIONAL TEST
            ---------------------------
            12.2.1      Each Functional Unit shall be subject to Preliminary
                        Functional Test upon completion of erection at Job
                        Site.  By Preliminary Functional Test evidence shall
                        be given for:

                        (1)   completeness of Work,

                        (2)   proper assembly of Work,

                        (3)   compliance with the contractual specifications,
      
                        (4)   mechanical operability under no load
                              conditions,
<PAGE>
                        (5)   availability on Job Site by that date of
                              pertinent operating and maintenance
                              instructions and other pertinent documentation
                              to be a supplied by Contractor,

                        (6)   readiness of the Functional Unit to be
                              commissioned.

                        Any refinement for the above scope for Preliminary
                        Functional Test shall be determined in due course
                        prior to performance of such tests.

            12.2.2      Contractor shall attach all inscriptions and plates
                        on machinery and equipment prior to Preliminary
                        Functional Test.  Inscriptions will be in English.

            12.2.3      At least seven (7) days ahead of the desired date,
                        Contractor shall inform CSC in writing that a
                        Functional Unit is ready for Preliminary Functional
                        Test.  CSC and Contractor shall mutually agree on the
                        date of execution of the test.

            12.2.4      CSC shall carry out the Preliminary Functional Test
                        in compliance with the instructions given by
                        Contractor's supervision personnel.  A memorandum of
                        completion of Functional Test shall be signed by CSC
                        and Contractor's field representatives if all
                        Functional Units furnished under the Contract meet
                        the requirements as stipulated.

            12.2.5      If any Functional Unit falls the Preliminary
                        Functional Test, CSC shall inform Contractor in
                        writing.  Contractor shall immediately take all
                        corrective measures at his expense and complete such
                        correction within the time limit set by CSC.  After
                        elimination of the defects Contractor shall again
                        inform CSC that the Functional Unit is ready for
                        Preliminary Functional Test.

                        In the event that Contractor does not commence to
                        correct the defects within seven (7) days following
                        the receipt of CSC's notice, CSC may at Contractor's
                        expense correct said defects.  Such action on CSC's
                        part shall not relieve Contractor from his
                        contractual obligations.

            12.2.6      CSC and Contractor may agree on commencement of
                        commissioning even if Preliminary Functional Test has
                        not been completed, if both parties agree on the
                        insignificance of the incomplete part.  However, such
                        agreement shall not relieve Contractor from his
                        obligations under the Contract.

            12.2.7      A memorandum of completion of Preliminary Functional
                        Test shall not be withheld by CSC unreasonably or for
                        minor or insubstantial deviations from the Contract
                        Specifications unless the principal function of the
                        Functional Unit is affected or contractually agreed
                        documentation has not been delivered by Contractor.
<PAGE>
            12.2.8      Should a Functional Unit, for which the Preliminary
                        Functional Test has already been completed, develop
                        defects during the period between the completion of
                        that test and Final Acceptance, Contractor shall be
                        responsible for these defects and deliver the
                        replacement parts free of charges to CSC on CIF
                        Kaohsiung basis, unless Contractor proves that the
                        defects have not been caused by faulty planning,
                        design, workmanship or by faulty instructions given
                        by Contractor.

      12.3  PERFORMANCE TEST
            ----------------
            12.3.1      Time limit for holding Performance Test shall be
                        according to the stipulations of Contract
                        Specifications.

            12.3.2      CSC shall furnish all raw materials, consumables,
                        other materials, utilities, laboratory' equipment,
                        skilled operators, testing instruments with the
                        exception of those special testing equipment
                        Contractor deems necessary and has listed to furnish
                        in the Contract.  Parts damaged during Performance
                        Test shall be replaced by Contractor free of charge. 
                        Contractor shall also bear all the transportation
                        cost to and from Job Site and insurance premium and
                        import duties, if any, of such replacement.  Such
                        parts shall carry the 12 month guarantee as per
                        article 13 hereof.

                  Contractor and CSC shall agree fourteen (14) days in
                  advance on the date of the Performance Test.

13.   GUARANTEE
      ---------
      13.1  EQUIPMENT GUARANTEE
            -------------------
            13.1.1      Contractor warrants to CSC that the design of all
                        equipment shall be modern, approved and of the latest
                        type as developed by recent experience and
                        technology, and shall comply with the Contract
                        Specifications, drawings and other description
                        furnished herein by CSC or Contractor, as the case
                        may be.

                        Equipment shall be new and shall under the intended
                        operation conditions show no defects

            13.1.2      The material, workmanship, manufacture, fabrication
                        and construction of the equipment shall be first
                        class in all details.

            13.1.3      The equipment when erected and assembled at CSC's Job
                        Site will constitute a complete efficient unit,
                        capable of continuous operation at the rate, capacity
                        and efficiency set forth in the Contract
                        Specifications.
<PAGE>
                        Contractor shall, at his own expense, upon written
                        demand by CSC, promptly fabricate, deliver to Job
                        Site, remove replace, test and certify free of charge
                        any part of the equipment:

                        a.    Which does not comply with the Contract
                              Specifications.
                        b.    Which is of defective or incorrect design.
                        c.    Which under normal use and maintenance proves
                              defective in workmanship or material within a
                              guarantee period of twelve (12) from the date
                              of Final Acceptance, however, not later than
                              eighteen (18) months after the end of the time
                              period of Performance Test set forth in the
                              Contract Specifications in case that
                              Performance Test is delayed owing to causes
                              solely attributable to CSC.

                        Contractor shall bear all expenses of returning the
                        defective and replaced part to Contractor, and such
                        return shall not be effected before the arrival of
                        the replacement at Job Site.

            13.1.4      If after receipt of written request from CSC and ten
                        (10) days later the Contractor has not acted upon
                        CSC's request, CSC may engage third parties.  The
                        cost incurred by CSC from third party repair,
                        modification or replacement will be charged to
                        Contractor.  However, Contractor will not be relieved
                        from Contractor's contractual obligations.

            13.1.5      In all the above cases the guarantee period for the
                        replaced part shall be extended twelve (12) months
                        from the date the replaced part functions properly. 
                        If such part affects any other part of the Work, the
                        guarantee period of such affected parts shall be
                        extended by a period equal to the time period they
                        are idled.

            13.1.6      Contractor shall be free from liabilities and/or
                        responsibilities as provided hereunder in case
                        Contractor can prove to CSC's satisfaction that the
                        failure is due to disregard by CSC's personnel of
                        Contractor's erection or commissioning instructions
                        entered in the site diary and duly acknowledged by
                        CSC Representative.

            13.1.7      The Contractor's responsibility for loss or damage to
                        the Work shall cease at the end of the guarantee
                        period except where such loss or damage is
                        attributable to the Gross Misconduct, of the
                        Contractor.  "Gross Misconduct" means any act or
                        omission of the Contractor in violation of the most
                        elementary rules of diligence which a conscientious
                        contractor in the same position and under the same
                        circumstances would have followed.  In the event of
                        Gross Misconduct the Contractor's responsibility for
                        loss or damage to, the Work, including but not
                        limited to repair or replacement of the defective
<PAGE>
                        Work, shall cease: 1) at the end of the required
                        service life of the Work or a part thereof, if the
                        service life has been specified in the Contract; or
                        2) at the end of the service life which an ordinary
                        equipment or a part thereof should have, if the
                        service life has not been specified in the Contract.

      13.2  PERFORMANCE GUARANTEE
            ---------------------
            13.2.1      Contractor guarantees that the Work shall be capable
                        of the performances set forth in Contract
                        Specifications.  The Work shall be subject to tests
                        as stipulated therein.

            13.2.2      Guaranteed performance, such as capacity, quality,
                        consumption values, duration of test, testing
                        conditions, and detailed test procedures are set
                        forth in Contract Specifications.

            13.2.3      CSC will deem the Performance Test completed, and
                        guarantee considered met, when all described
                        conditions agreed upon by the Contractor and CSC are
                        fulfilled.

            13.2.4      If Performance Test is not finally successful and
                        Contractor deems such failure is due to the lack in
                        skill of CSC's operators, CSC shall have the right to
                        request Contractor, or Contractor may at his option
                        to bring his own operators to operate the equipment
                        during the Performance Test.  All such activities
                        shall be at no cost to CSC.

            13.2.5      If, in the course of the Performance Test, guaranteed
                        performance of the Work is achieved in accordance
                        with the provisions of the Contract, a memorandum
                        shall be drawn up and signed by CSC and Contractor
                        confirming success of the Performance Test.  The
                        calculations required for the Performance Test shall
                        be completed by Contractor promptly after running of
                        a Performance Test, and handed to CSC.  A formal
                        certificate bearing the date of successful
                        performance as well as the signatures of the
                        officials in charge shall be handed to Contractor
                        within seven (7) days after receipt and acceptance by
                        CSC of Contractor's performance calculations.

            13.2.6      Failure to Meet Performance Guarantees: 
                        If owing to reasons within Contractor's
                        responsibility Performance Test have not been
                        successfully executed within the time period set
                        forth in the Contract Specifications, Contractor
                        shall be deemed to have failed to meet the guarantee
                        specified in the Contract, in which case Contractor
                        shall:

                  (1)   continue to take all possible measures at Contractors
                        expense to remedy and improve the Facilities,
                        including but not be limited to redesign and
                        replacement of the critical part of the Facilities to
                        reach the performances guaranteed.
<PAGE>
                  (2)   pay liquidated damages to CSC according to the following
                        schedule:
<TABLE>
<CAPTION>
                        If the guaranteed performances
                        have not been reached within
                        the below listed number of
                        months after the end of the
                        time period of Performance          The liquidated damages
                        Test set forth in                   will be ( % of
                        Contract Specifications:            Contract Price:   
                        --------------------------          ----------------------
                            <S>                                       <C>
                              3                                         0
                              4                                         1
                              5                                         2
                              6                                         3
                              7                                         4
                              8 and more                                5
</TABLE>
                        CSC may waive or reduce the amount of liquidated
                        damages set forth above if, in CSC's opinion,
                        Contractor performs this Contract in a very good
                        manner in engineering, design, manufacturing, quality
                        control, delivery arrangement, supervision services
                        of erection and commissioning, technical transfer and
                        other after services which are materially beneficial
                        to CSC.

                  (3)   Pay additional liquidated damages if so claimed by
                        CSC in case of failure to reach the guaranteed
                        performances within one year after the original time
                        limit and CSC chooses to accept the Facilities with
                        defect.  Such liquidated damages shall be calculated
                        basing on percentage of deficient production rate
                        and/or deficient performance rate as follows:

                        (a)   Each FGD system shall be designed to reduce SOx
                              from 500 ppm volume dry corrected (VDC) or
                              lower (at 6% 02), to 50 ppm (VDC) or lower (at
                              6% O2), or SOx reduction equivalent to 90% at
                              any operation condition.

                              If SOx reduction of each FGD system can not
                              meet the performance guarantee, and CSC decides
                              to accept with defect, the Contractor should
                              pay a minimum liquidated damages (abbreviated
                              as LD hereinafter) of 5% of one-third of the
                              total Contract Price.  In addition, as the SOx
                              reduction efficiency deviates every 1% (lower
                              in absolute efficiency value) from the
                              guaranteed 90%, there will be a 1%
                              corresponding LD added to the 5%, but the total
                              shall not exceed 10% of one-third of the total
                              Contract Price.  For example, if a SOx
                              reduction of 85% is achieved, the Contractor
                              shall pay 10% LD to CSC.
<PAGE>
                        (b)   Each FGD system shall be designed to meet
                              guaranteed Normalized Stoichiometric Ratio
                              (NSR) 1.313.

                              If NSR of each FGD system can not meet the
                              performance guarantee, the Contractor should
                              pay a minimum LD of 3% of one-third of Contract
                              Price.  If the NSR deviates every 0.1 (higher)
                              from the guaranteed data, there will be a 1%
                              corresponding LD added to the 3%, but the total
                              shall not exceed 5% of one-third of the total
                              Contract Price.

                        (c)   Each FGD system shall be designed to meet the
                              guaranteed particulate emission rate (<50
                              mg/Nm3) at 6% 02 condition.

                              If the particulate emission rate of each FGD
                              system can not meet the performance guarantee,
                              the Contractor should pay a minimum LD of 5% of
                              one-third of Contract Price.  If the
                              particulate emission rate deviates every
                              5mg/Nm3 (higher) from the guaranteed data,
                              there will be a 1% corresponding LD added to
                              the 5%, but the total shall not exceed 10% of
                              one-third of the total Contract Price.

                        (d)   Raw Water Consumption

                              The makeup raw water flow (total) shall be
                              guaranteed not to exceed 12,100 Kg/Hr for each
                              boiler's FGD at 100 percent MCR.

                              LD:  US$17,300 for each 500 liter per hour
                              increase in raw water requirements of
                              guaranteed data.

                        (e)   Electric Power Consumption

                              The consumption rate of electric power shall be
                              guaranteed not to exceed 270 KWH for each
                              boiler's FGD at 100 percent MCR.

                              LD:  US$4,590 per kW for electrical power
                              consumption exceeding the guaranteed data of
                              power consumption, including power consumption
                              for the waste water treatment system and
                              equipment furnished by others.

                        (f)   Effluent Quality

                              The effluent quality shall be guaranteed not to
                              exceed the values specified in Section 3.3 of
                              CSC's Specification No. FGD-35W5S01.

                              LD:  US$100,000 will be added if any one or
                              more of the species in the treated effluent
                              exceeds the respectively guarantee values
                              stated above.
<PAGE>
                        (g)   Steam Consumption

                              No steam consumption is required for each
                              boiler's FGD at 100 percent MCR.

                              LD: US$52,700 each 100 kg per hour for steam
                              consumption exceeding the guaranteed data of
                              steam consumption (including steam consumption
                              for the re-heating system of treated flue gas).

                        (h)   Land Space Requirement

                              Total land space requirement for three FGD
                              systems shall be guaranteed not to exceed 665
                              square meter (M2).


                              LD: US$640 for each extra square meter (M2)
                              exceeding the above guaranteed figure.
<PAGE>
The liquidated damages for each individual FGD system described above is
summarized and listed in the following Table.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
      Item                    Liquidated Damages
----------------------------------------------------------------------------------------
<S>                                    <C>
SOx reduction efficiency
      89~<90%                             5% of one-third of the total Contract Price
      88~<89%                             6% of one-third of the total Contract Price
      87~<88%                             7% of one-third of the total Contract Price
      86~<87%                             8% of one-third of the total Contract Price
      85~<86%                             9% of one-third of the total Contract Price
      84~<85                              10% of one-third of the total Contract Price
----------------------------------------------------------------------------------------
Normalized Stoichiometric Ratio (NSR)

The guaranteed data (NSRG) 1.313.         
> NSRG ~<NSRG+0.1                         3% of one-third of the total Contract Price
> NSRG+0.1~NSRG+0.2                       4% of one-third of the total Contract Price
=
> NSRG+0.2                                5% of one-third of the total Contract Price
=
-----------------------------------------------------------------------------------------
Particulate emission rate (<50mg/Nm3)
      50~<55 mg/Nm3                       5% of one-third of the total Contract Price
      55~<60 mg/Nm3                       6% of one-third of the total Contract Price
      60~<65 mg/Nm3                       7% of one-third of the total Contract Price
      65~<70 mg/Nm3                       8% of one-third of the total Contract Price
      70~<75 mg/Nm3                       9% of one-third of the total Contract Price
      75~<80 mg/Nm3                       10% of one-third of the total Contract Price
-----------------------------------------------------------------------------------------
The makeup raw water                      US$17,300 for each 500 liter per hour increase
                                          in raw water requirements of guaranteed 12,100
                                          Kg/Hr for each boiler's FGD at 100% MCR.
-----------------------------------------------------------------------------------------
Electric power consumption                US$4,590 per kW for electrical power
                                          consumption exceeding the guaranteed 270 KWH
                                          for each boiler's FGD at 100% MCR.
-----------------------------------------------------------------------------------------
Effluent quality                          US$100,000 will be added if any one or more of
                                          the species in the treated effluent exceeds the
                                          respectively guarantee values specified in
                                          CSC's Specification No. FGD-85W5S01.
-----------------------------------------------------------------------------------------
Steam consumption                         US$52,700 each 100 kg per hour for any steam
                                          consumption for each boiler FGD at 100% MCR.
-----------------------------------------------------------------------------------------
Land space requirement                    US$640 for each extra square meter (M2)
                                          exceeding 665 square meter (M2).
-----------------------------------------------------------------------------------------
</TABLE>
                  (4)   Compensate to CSC in a sufficient amount deemed
                        necessary for CSC to remedy the Facilities, by
                        engaging a third party, to reach the guaranteed
                        performances in case one year after the original time
                        limit the Facilities have not been accepted by CSC.
<PAGE>
                  Payment of liquidated damages or compensation specified in
                  item (2) and/or (3) or (4) above shall in no way relieve
                  Contractor from his other contractual obligations and
                  responsibilities.

14.   INTELLECTUAL AND INDUSTRIAL PROPERTIES
      --------------------------------------
      Contractor shall indemnify, safeguard and defend CSC, CSC's officers
      and mandataries from and against any and all suits or action either at
      law or in equity and from all loss, expense, damage, attorney's fees,
      claims or demand for, or incidental to any actual or alleged
      infringement of any patent, invention, design, know-how, technical
      information, trade mark or name, or copyright arising from the
      purchase, design, manufacture, use or sale of any of the articles,
      materials, processes covered by the Contract.

      Should any claim against above mentioned infringements result in a
      delay in the execution of the Work, Contractor shall be held
      responsible for such delays according to the stipulations of the
      Contract.

      In the event that any claim is made or action is brought against CSC,
      CSC's officers, and mandataries relating to an Infringement, CSC shall
      promptly notify Contractor thereof, and Contractor, at Contractor's
      expense, shall conduct for CSC all negotiations for and settlement of
      disputes or litigations that may arise therefrom.

      Contractor shall pay all royalties and license fees and shall defend
      all suits or claims for infringement of any patented, trade marked
      and/or copyrighted article, machine or process (specified and/or
      furnished by him) incorporated in the Work and shall save CSC harmless
      from any loss on account thereof.

      Should any such infringement be established and Contractor must replace
      the infringing equipment with non-infringing equipment, such
      replacement shall be made only when CSC's erection and commissioning
      schedule or production schedule so permit.  If replacement of such
      equipment affect CSC's erection, commissioning or production,
      Contractor shall be responsible for all losses thereby incurred by CSC.

15.   TAXES
      -----
      CSC shall be responsible for the payment of only those taxes, duties,
      tariffs, fees and other charges imposed by the Government of the
      Republic of China on the transaction covered in this Contract for which
      the applicable laws and regulation name CSC as the payer.

      Notwithstanding the above, CSC shall provide the bond for the import
      duty for equipment or tools, sheds, scaffolding instruments which are
      brought to Job Site by Contractor for the performance of his services
      specified herein and which remain his property and will be reexported
      after use.  If owing to negligence on the part of Contractor any such
      bond is confiscated, Contractor should bear the losses incurred by CSC
      as a result of such confiscation.
<PAGE>
      Contractor shall assume the payment of all taxes, duties, tariffs,
      import, and excise levied by all governments other than the Republic of
      China and those taxes, duties, tariffs, etc. imposed by the government
      of the Republic of China for which the applicable laws and regulations
      name Contractor or any party other than CSC as the payer (including but
      not limited to any taxes levied by the Government of the Republic of
      China on any branch of Contractor in the Republic of China). 
      Contractor shall be responsible for and bear the cost of obtaining the
      export license. 

16.   SUB-CONTRACTORS
      ---------------
      Contractor is permitted to order equipment and services from
      subcontractors whose names are listed in Contract Specifications.

      In the event that Contractor intends to subcontract to any other
      subcontractors than those listed in Contract Specifications, Contractor
      shall obtain a prior written approval by CSC before signing such
      subcontracts.

      Regardless whether Contractor subcontracts or not, Contractor shall
      have sole and full responsibility for fulfilling all contractual
      obligations.

      Orders made by Contractor to subcontractors shall in no way relieve the
      Contractor from his contractual obligations and responsibilities.  CSC
      shall make payments only to Contractor for Foreign Portion and to
      Contractor's Taiwan local fixed place of business for Taiwan Portion. 
      CSC assumes no further responsibility for any payment due the
      subcontractor or any other responsibilities as a result of a
      subcontract from Contractor to his subcontractor.  This paragraph shall
      form a part of every subcontract concluded by Contractor.

17.   TRANSFER OF CONTRACT
      --------------------
      Contractor is not entitled, without prior written consent of CSC, to
      transfer the Contract nor present a claim resulting from a Contract
      transfer.

18.   FORCE MAJEURE
      -------------
      Events of force majeure making it impossible or impractical to CSC or
      Contractor to fulfill the obligations arising from this Contract, such
      as, but not limited to, fire, elemental catastrophes, war, blockade,
      strikes and events beyond the control of CSC or Contractor shall
      postpone, if the circumstance permits, the time of fulfillment of the
      respective obligations for the period the above events are lasting. 
      Events the parties herewith specifically agreed to be excluded from and
      shall not be considered as force majeure are subcontractor's delay, re-
      manufacture of defective part, shortage of materials, fuel and
      breakdown of Contractor's equipment, or allocation of Contractor's
      equipment or labor to manufacture other orders on hand, regardless
      whether such other orders have been placed by government or civilian
      organizations.

      That party of the Contract, for which the fulfillment of contractual
      obligations become hindered or impossible subsequent to the occurrence
      of the above events, is obligated to inform the other party within 15
      days of the occurrence of these events and of their consequences.
<PAGE>
      The corresponding proof for the occurrence of these events and their
      duration are to be certified by the Chamber of Commerce of Contractor's
      country or the equivalent authority in the Republic of China as far as
      CSC is concerned.

      Both parties shall make every reasonable effort to minimize the effect
      of force majeure upon the performance of the Contract.  The affected
      party shall notify the other party within 15 days after the cessation
      of the force majeure event.

      Within a period of two months after the occurrence of force majeure and
      if the force majeure event has not ceased, the parties to the Contract
      shall meet, if possible, to agree upon the action to be taken to avoid
      further delay in the performance of the Contract.  If no agreement is
      reached within a period of seven months, and the event of force majeure
      has not ceased in the meantime, or if prior to the expiration of the
      nine month period the parties agree that the force majeure event has
      rendered further performance impossible or impractical either party is
      entitled to terminate this Contract provided that all equipment
      delivered by Contractor to CSC up to this moment is paid for by CSC and
      surplus payment by CSC to Contractor is refunded by Contractor.  Such
      termination shall not absolve the parties of their responsibilities
      accrued under the Contract as far as legally permissible.  If at any
      time the parties cannot agree whether performance is or is not possible
      or practical, the dispute may be submitted to arbitration upon the
      written request.

19.   ARBITRATION
      -----------
      Any and all dispute which may arise as a result of, or in connection
      with this Contract, shall be finally settled by arbitration.  The party
      initiating arbitration shall first advise the other party in writing of
      the name of his arbitrator and demand that the other party supply in
      writing the name of his arbitrator within one month.  These two
      arbitrators shall, within two weeks, together appoint a third
      arbitrator.  If the other party fails to name his arbitrator within the
      designated time, or if the two arbitrators are unable within two weeks
      to agree on a third arbitrator, the arbitrator or arbitrators in
      question shall be appointed in accordance with the Rules of
      Conciliation and Arbitration of the International Chamber of Commerce. 
      The place where the arbitration shall be conducted shall be determined
      by the arbitrators within two weeks of the date in which the
      arbitration board is constituted, and shall be accessible by all
      parties to the arbitration in time to attend the arbitration.

      Contractor shall not suspend the performance of the Contract by reason
      of the reference of the dispute to arbitration.

      The arbitrators shall be bound by the provisions of the controlling
      rules in the course of trial and in arriving at its award.  The
      controlling rules shall be those of the International Chamber of
      Commerce.

      The arbitration award shall be final and enforceable by the Courts of
      the country of Contractor's domicile or place of registered business
      office and the Republic of China.  The award shall also indicate how to
      distribute arbitrator's fee and arbitration expenses between the
      parties.
<PAGE>
20.   TERMINATION OF CONTRACT BY CSC
      ------------------------------
      20.1  CSC is entitled to terminate the Contract by means of an
            unilateral decision in the event of any or all the following:

            (a)   Contractor materially breaches the Contract;

            (b)   Contractor has not commenced action to provide the Work two
                  (2) months after the effectiveness of the Contract;

            (c)   Contractor, after having been notified by CSC in writing of
                  the consequences thereof does not fulfill all or part of
                  the Contract thus impairing the fundamental basis/purpose
                  of the Contract.

      20.2  If (a) or (b) occurs, Contractor shall complete corrective action
            within a reasonable period stipulated by CSC.  If after this
            period, Contractor has not completed corrective action, CSC is
            entitled to regard the Contract as terminated.

      20.3  In case that the Contract is terminated by a unilateral decision
            of CSC, CSC either directly or through another contractor,
            undertake and complete the Work agreed upon in the best way
            possible.  In such case, CSC shall withhold any payment pending
            final account at the completion of the Work.  If the withheld
            payment is not sufficient to meet the difference in prices and
            losses incurred by as a result of such termination, CSC shall
            have the right to claim from Contractor and obtain compensation
            therefrom.

      20.4  CSC has the rights and powers stipulated under this article in
            case that Contractor becomes bankrupt or insolvent or concluded a
            receivership or, if according to CSC's judgement, the provision
            of the Work in accordance with the Contract is jeopardized as a
            result of a delay for payment agreed upon between Contractor and
            Contractor's creditors, or of the fact that parts of Contractor's
            property are burdened with liens or mortgages, or in case that
            Contractor being an association is being devolved.

      20.5  The fact that the Contract is terminated by CSC may not and shall
            not be regarded as a renunciation of CSC's right to render
            Contractor or its successor liable for the damages accrued by the
            date of termination.

21.   INFORMATION REGARDING CONTRACTS
      -------------------------------
      No information relative to the Contract shall be published or given out
      in any form or manner by Contractor without first obtaining the written
      consent of CSC except necessary information to Government agencies upon
      request, or to financial institutions for the obtaining of financing.

22.   INTERFERENCE WITH CSC'S FACILITIES
      ----------------------------------
      Should the lack of adequate and correct information on the Contractor's
      drawings or error on the Contractor's part in performing the Work
      result in any interference with the CSC's Facilities so as to require
      changes therein or in the Work furnished by the Contractor, the
      Contractor shall at its own expense make such changes as are necessary
      to correct such interference or CSC may make them and charge the cost
      thereof to the Contractor.
<PAGE>
23.   WAIVER OF BREACH
      ----------------
      Any failure by CSC at any time, or from time to time, to enforce or
      require the strict keeping and performance by the Contractor of any of
      the terms or conditions of this Contract shall not constitute a waiver
      by CSC of a breach of any such terms or conditions and shall not affect
      or impair such terms or conditions in any way, or the right of the CSC
      at any time to avail itself of such remedies as it may have for any
      such breach or breaches of such terms or conditions.

24.   LIENS
      -----
      Release of final payment shall not take place until Contractor shall
      deliver to CSC a complete release of all liens arising out of this
      Contract or receipts in full in lieu thereof, and an affidavit that
      Contractor has no knowledge or information of any other claim for labor
      or material for which a lien could be filed.  If any lien is placed
      against the property or remains unsatisfied, Contractor shall pay to
      CSC all monies that CSC may be compelled to pay in discharging such
      lien, including all costs connected therewith and all attorney's fee
      and all loss and damages incurred therefrom, if any.

25.   WARRANTY AGAINST CONTINGENT FEES FOR SOLICITING OR SECURING AWARD
      -----------------------------------------------------------------
      Contractor warrants that no person has been employed or retained to
      solicit or secure or to render any service or assistance toward the
      obtaining of the award of Contract upon an agreement or understanding
      for a commission, percentage, brokerage, or contingent fee, except bona
      fide staff employed by Contractor for the purpose of securing business
      and that such staff employed by Contractor shall not share with any
      person or party the benefits arising from securing business for
      Contractor in this transaction.  For any breach or violation of this
      warranty CSC shall have the right to annul the Contract and/or at CSC's
      discretion to deduct from the Contract price or consideration, or
      otherwise recover, the full amount of such commission, percentage,
      brokerage, or contingent fee.

26.   OFFICIALS AND EMPLOYEES NOT TO BENEFIT
      --------------------------------------
      Contractor warrants that:  (1) no officials or employees of the
      Government of the Republic of China, including any subdivision thereof,
      no employees of CSC, nor employees of consultant, whose service is in
      any way related to CSC's selection of equipments and materials, has
      been or will be admitted to any share or part of this Contract or to
      any benefit that may arise therefrom, (2) violation of this warranty
      will subject Contractor to penalties according to Law of the Republic
      of China as well as give CSC the fight to annul this Contract or at
      CSC's discretion to take legal action to recover damages.

27.   LANGUAGE
      --------
      English shall be used in all drawings, documentation, and
      correspondence, and English language shall be used in all meetings,
      discussions and dialogue related to this Contract.
<PAGE>
28.   MESSAGES
      --------
      All messages sent by CSC to Contractor in accordance with the
      stipulations of the Contract or in connection therewith, shall be
      regarded as received by Contractor on the 7th day after the date of the
      postmark, if they have been sent by airmail to the principal or
      registered seat of Contractor or to an address officially designated by
      Contractor, or on the day upon receipt of answerback
      conformation/acknowledgement of receipt if sent by telex/facsimile.  In
      case that the message is personally handed over to the Contractor at
      Contractor's principal or registered seat, or designated address, it is
      regarded as being received by Contractor on the day of delivery.

      Signatures on letters shall be followed by typed name of person
      signing.  Cables and telexes shall bear the name of sender.

      All messages sent by Contractor to CSC in accordance with the
      stipulations of the Contract or in connection therewith shall be
      regarded as received by the addressee on the 7th day after the date of
      postmark if they are sent by airmail to CSC under the address indicated
      in this Contract, or upon receipt of answerback
      confirmation/acknowledgement of receipt if sent by telex/facsimile.  In
      case that the message is personally delivered to this address, it is
      regarded as being received on the day of delivery.

      All messages given by CSC to Contractor or by Contractor to CSC on Job
      Site in accordance with the stipulations of the Contract, shall be
      regarded as received by the addressee, when they have been delivered to
      the person authorized to accept such messages.

29.   CHARGING OF AMOUNTS DUE CSC AGAINST OUTSTANDINGS DUE CONTRACTOR
      ---------------------------------------------------------------
      All amounts due CSC shall be charged against outstanding amounts due
      Contractor under this Contract or any contract affiliated therewith,
      such as furnishing of technical personnel or furnishing of spare parts. 
      However this provision shall in no way imply limitation of Contractor's
      liability to amounts outstanding under this Contract and affiliated
      contracts.

30.   PUBLIC AND THIRD PARTY INTEREST
      -------------------------------
      Contractor shall strictly avoid any activities on Job Site which might
      impair the interest of the public or third parties including, but not
      limited to, other contractors.  Contractor shall indemnify and hold CSC
      harmless from any claims brought up against CSC in consequence of such
      activities which are not covered by the insurance specified under
      article 12.2 of EXHIBIT III SHIPPING AND INSURANCE attached herewith.

31.   GOVERNING LAW
      -------------
      This Contract shall be governed by, and construed in accordance with
      the substantive laws of the Republic of China.

32.   SUCCESSION
      ----------
      This Contract shall be binding on and, except as otherwise herein
      provided, shall inure to he benefit of the heirs, legal successors and
      assigns of the Contractor/CSC.
<PAGE>
33.   CONSEQUENTIAL DAMAGES
      ---------------------
      Contractor realizes that a fill completion of the Work in due course is
      important to and constitutes an important basis upon which Contractor
      and CSC enter into this contract.  However, both parties shall not be
      liable for any kind of incidental, indirect or consequential damages
      such as but not limited to loss of profit loss of use, cost for idle
      personnel and equipment or otherwise.

34.   COUNTRY OF ORIGIN
      -----------------
      Contractor fully understands the current regulations of the Republic of
      China that import of commodity originated from Mainland China, Cuba,
      Iraq is prohibited unless specifically approved.  Contractor shall only
      supply/deliver equipment, parts, materials, services originated from
      countries or areas other than Mainland China, Cuba, Iraq.  Contractor
      shall also cause his subcontractor to strictly comply with these
      conditions.  IT IS VERY IMPORTANT THAT CONTRACTOR SHALL BE RESPONSIBLE
      FOR ALL LOSSES, CONFISCATION, FINES OR EXPENSES AS WELL AS ANY DELAY IN
      CONSTRUCTION SCHEDULE MAY BE SUFFERED BY CSC OWING TO VIOLATION OF
      THESE CONDITIONS BY CONTRACTOR AND/OR HIS SUBCONTRACTOR. 

35.   EFFECTIVE DATE OF CONTRACT
      --------------------------
      This Contract shall become effective after signing the Contract by both
      parties.

36.   EXECUTION
      ---------
      This Contract is executed in two originals and two duplicates in
      English.  CSC and Contractor shall retain one original and one
      duplicate respectively.

CHINA STEEL CORPORATION                   ETS INTERNATIONAL, INC.


s/Jo-Chi Tsou                             s/John D. McKenna
----------------------------------        ----------------------------------
Name: Jo-Chi Tsou                         Name: John D. McKenna
Title: Vice President - Commercial        Title: Chairman & President

<PAGE>