AGREEMENT OF BOT PROJECT

17. insurance

c or new company shall take out insurance required for the construction or operation of the infrastructure project.

18. change in circumstances

in the event that as a result of any laws or regulations of ___________or any agency or other body under the control of the government of ____________or any regional or municipal authority thereof, coming into effect after the date hereof or as a result of any such laws or regulations (including any official interpretation thereof c has relied upon in entering into this agreement) in force at the date hereof being amended, modified or repealed, the interest of c in the site, the project or the infrastructure project and/or c's economic return on its investment is materially reduced, prejudiced or otherwise adversely affected (including, without limitation, any restriction on the ability to remit funds in us dollars outside of_____________) then the parties hereto shall meet and endeavour to agree amendments to this agreement.

19. notices

any notice to be given under this agreement shall be in writing and shall be delivered personally or sent by registered mail, telex or facsimile transmission to the following:

to b:______________

address: __________

telephone: ________

facsimile: ________

to c:______________

address: __________

telephone: ________

facsimile: ________

any party may change such address or attention by not less than _______days' notice to the other party in accordance herewith and such change shall take effect on receipt of such notice by the other party.

20. dispute resolution

20.1 throughout the term of this agreement representatives of the parties shall meet regularly at not less than semi-yearly intervals to discuss the progress of the project and the operation of the infrastructure project in order to ensure that the arrangement between the parties hereto proceeds on a mutually satisfactory basis.

the operation of the infrastructure project in order to ensure that the arrangement between the parties hereto proceeds on a mutually satisfactory basis.

20.2 the parties hereto agree that in the event that there is any dispute or difference between them arising out of this agreement or in the interpretation of any of the provisions hereof they shall endeavour to meet in an effort to resolve such dispute by discussion between them but failing such resolution the representatives of parties shall meet to resolve such dispute or difference and the joint decision by them shall be binding upon the parties hereto and in the event that a settlement of any such dispute or difference is not reached pursuant to this clause then provisions of clause 23 shall apply.