AGREEMENT OF BOT PROJECT

2) the assistance in the operation of the infrastructure project.

3) providing c and/or new company with free use of the site, including but not limited to the area of construction site, access road, transmission line right of way, __________and etc.

4) the negotiation and conclusion of service agreement with ___________government or other countries' governments jointly with c or new company, the people's insurance company of china representatives, whose presence in the negotiation b shall ensure, and whose approval b shall obtain;

5) the exportation of ________________percent of __________ produced by the infrastructure project to __________or any third country;

6) the assignment of its representatives at site and to the new company to assist c or new company and make necessary coordination between b and c or new company.

4.3 b ensures that the operation period of the project shall be not less than _______years. however if irr (inter rate of return) does not reach _______percent, both parties will discuss the proper extension of the operation period until the year irr reaches _______%.

4.4 conditions precedent

b shall be responsible for the provision of the following documents for c to make available any part of this agreement within _______months from the date of signing this agreement and such documents shall be valid and effective to new company:

1) a power guarantee issued by ___________________parliament acceptable to c in the form defined in annex 7, which shall be returned to b on the transfer date;

2) warranty to be issued and loan agreement to be concluded with the proposal made by b for bearing __________percent of the project cost, the bank of ______________as the loanee and __________finance ministry as the guarantor and acceptable to the bank of china and the people's insurance company of china, and a letter of credit or letter of guarantee to be issued as required by the bank of china provided that the length of maturity is__________ years including a _______year construction period and loan interest is ________percent per annum; b may make earlier reimbursement;

3) loan guarantee and warranty for c's sharing __________% of the project cost including interest of the construction period to be issued by the bank of _____________ and ______________finance ministry respectively, acceptable to the people's insurance company of china and the lending bank and valid until to the transfer date (__________), providing all necessary assistance in enabling c to obtain the loan from international prime banks;