AGREEMENT OF BOT PROJECT

7.3 upon substantial completion of the infrastructure project, c may request to new company or its representative that the infrastructure project has successfully completed its testing and that accordingly the completion date has occurred.

7.4 if there is a variation to the project and such variation affects the construction time of the infrastructure project, then c shall get the approval of b to extend the construction period, b shall not unreasonably withhold its approval.

8. testing

8.1 the parties shall meet and agree procedures and a programme for the testing of the infrastructure project in accordance with the chinese standards.

8.2 c shall give to b ________days' notice of its intention to commence any testing.

8.3 b and/or its experts shall be entitled to be present at testing which is agreed upon by the parties.

8.4 forthwith upon the completion of any testing, c shall request to new company or its representative whether or not the infrastructure project has satisfied such test and shall provide b with a copy of such certificate.

9. effective date and privileged right

9.1 this agreement shall become in full force and effect as of the date of signing this agreement provided that c has the right of reserving the fulfillment of its obligations until the fulfillment of the following conditions:

1) handing over the site to c free from rental charge and issuing by b of the letter to that effect valid till the expiration of bot;

2) fulfillment of the provisions of clause 4.4.

upon execution and signing of this agreement, b's right to terminate the exclusive. right provided in the memorandum mentioned in the preamble of this agreement shall lapse.

9.2 c shall be given following privileged rights in written document from the authorities concerned by the arrangement of b thereof and the same privileged rights shall be transferred to or enjoyed concurrently by new company as the case may be, when it is established.

1) approved by the bank of the __________________and the _________finance ministry for:

the repatriation of c's investment including, but not limited to, the profits of such investment in us dollars.

2) the government of _______________approval of the employment of foreign nationals in supervisory, technical and advisory positions and for the positions of chairman, treasurer and general manager or their equivalent until the transfer date.

3) other national and local approvals as may be necessary to proceed with the project.