AGREEMENT OF BOT PROJECT

5.3 b shall make its effort to assist in registering new company at authority concerned in __________and to obtain all required permits or approvals from the relating authorities in ___________.

5.4 new company shall be granted the same privileged rights as those granted to c specified in clause 9.2 and c's obligations and responsibilities specified in this agreement shall be transferred to new company and be shared by the members of new company.

the members of new company shall describe the provisions on their rights and responsibilities in the articles of incorporation to be made on the basis of the provisions in this agreement at the time of the establishment of new company.

5.5 if members of new company do not reach an agreement about any matters in relation with the project, the opinion and decision of the major shareholder shall be final and binding upon the other members of new company.

6. construction of the infrastructure project

6.1 in pursuance of its obligations in relation with the construction of the infrastructure project under clause 4.1, c shall do followings with its full right in consultation with b:

1) to prepare detailed design and engineering in conformity with the national standards of p.r.china in force;

2) to appoint consultants and professional advisers;

3) to purchase equipment and materials including construction equipment, the specification of which and installation and testing shall meet the national standards of p.r.china in force;

4) to appoint, organize and direct staff; manage and supervise the project;

5) to enter into contracts for the supply of equipment and materials and services;

6) to do all other thins necessary or desirable for the completion of the infrastructure project in accordance with the engineering standards;

7) to select subcontractors;

6.2 b shall be entitled at its own cost to monitor the progress and quality of the construction and installation work and for this purpose c shall:

1) ensure that b and any experts appointed by b in connection with the project are afforded reasonable access to the site provided that such access does not materially interfere with the works;

2) make available copies of plans and designs for inspection at the site;

3) after ________months of the completion of the project, supply b with ______sets of copies of 'as built' drawings and other documents.

6.3 b shall ensure that all infrastructure requirements and utilities necessary for the completion of the infrastructure project are made available in a timely fashion and accordingly shall at its own cost, interalia: