AGREEMENT OF BOT PROJECT

4) the legal certificate issued by _____________president of supreme court and the legal certificate issued by______________ procurator general, certifying that this agreement shall be valid and enforceable under the laws of _____________in every respect in the form defined in annex 8; the certificate of approval issued by the government of _____________, certifying that the project is lawful and legitimate;

5) b shall permit the construction machinery, material and equipment necessary for the project to be transported into __________via _____________by sea, and/or by road through __________as well as by air, ensuring facilities from the __________border control and customs authorities.

4.5 b warrants and undertakes that b shall not change or permit others to change the environment of the site which adversely affects the construction or operation of the project. such change shall include, but not limited to, _____________.

4.6 buyer's credit for b's sharing __________% of the project cost shall be provided by the chinese side, payment terms of which to c are as follows:

1)________% of the credit shall be paid within _________days after the date of the conclusion of this agreement;

2)_______% of the credit shall be paid by ____________;

3)_______% of the credit shall be paid by ____________;

4.7 the parties shall provide each other sufficient information that enables each party to have a clear understanding of the principal issues that affect matters associated with the project.

4.8 the parties hereto shall mutually collaborate with each other in order to achieve the objectives of this agreement and the performance by each party of their respective obligations.

5. new company

5.1 the parties agree to establish a new company at the time when the members of new company are ready to invest their portions, but before the completion of the project and for this purpose b shall recommend and designate a _______________entity which will be a member of new company. c having _____________ percent of equity, shall be the leading company and shall appoint chairman of new company. the remaining portion of equity shall be shared by _______entity.

5.2 design and construction of the project shall be executed by c. at monthly intervals until ___________day (subject to postponement in case of______) of each month, c shall execute a statement of a claim for progress payment based on the prices for the construction works done in the preceding month to b and such statement shall be the conclusive evidence proving fairness of such claim except manifest calculation error.