AGREEMENT OF BOT PROJECT

2.3 the project shall be implemented on building, operation and transfer basis.

2.4 the project shall be composed of ____________________, _________, _________, the details of which shall be as attached annex 2 - scope of the project.

2.5 the final feasibility study report and detailed design after acceptance of b and c shall form basis for the development and completion of the project.

3. the project cost

3.1 the project cost is $______, interest of the construction period is $______, the total project cost is $__________, and the details of which are shown in annex 3 - project cost.

3.2 the total project cost shall comprise but not limited to the following costs and the details of the project cost shall be as attached annex 3 - project cost:

1) cost for feasibility study, design and engineering and other consulting services;

2) cost for construction and installation;

3) cost for purchasing equipment and materials;

4) cost for administration including overseas expenses;

5) overhead and miscellaneous expenses;

6) contingencies;

7) interest during the construction period (__________% per annum plus bank commission);

8) premium for construction insurance and export credit insurance.

3.3 the project cost shall be based on the feasibility study report and in case of a substantial variation in investment arising from geologic reasons, the additional part to the project cost shall be approved by b. an additional investment agreement or contract should be concluded between b and c.

4. responsibilities for project execution

4.1 c shall be responsible for the following provided that if and after new company is established, responsibilities shall be transferred to new company and be shared by the members of new company:

1) the design and engineering, procurement, construction and commissioning of the project;

2) all costs in connection with the building of the infrastructure project and the arrangement of all necessary funding;

3) operation of the infrastructure project;

4) transfer of the infrastructure project to b on the transfer date;

4.2 b shall be responsible for:

1) the arrangement of:

the provision of all necessary development approvals, permits, consents, site leases, access and other rights for c or new company together with the fulfillment of essential requirements such as company registration, import license and exemption of customs duties and the like;

the provision of all necessary or desirable aids for c to obtain the loan; obtaining of all regulatory, statutory and other consents, approvals, authorizations, tax concessions and investment incentives as described hereinafter which are necessary or desirable for the implementation of the project;obtaining of all necessary permits and approvals from the relevant _____________authorities for c or new company to repatriate capital and dividends in us dollars from ______;obtaining of resident visas, work permits and other necessary approvals from the relevant authorities for c or new company's personnel, design, manufacturing, installation and construction personnel as well as their direct relatives including the travel in ___________; the provision of all necessary approvals and permits relating to extension of the infrastructure project and the project facilities in order to increase _________________production if c or new company intends to do so;the provision of all necessary security measures for construction and operation personnel and project facilities till the transfer date;the provision of communications and transport facilities of the project construction and the operation of the infrastructure project;