AGREEMENT OF BOT PROJECT

4) approval of tax exemption as below by the authorities concerned in __________:

full exemption of customs duties and other levies (if any) throughout bot period for the importation of equipment, materials, construction machinery and other goods for the project;

_____________percent exemption of profit tax, additional tax, local tax, and business tax for ______years starting from the first profit-making year and _________percent profit tax exemption for the subsequent years.

5) free remittance of investment including, but not limited to, the profits of such investment in us dollars and/or receipt of payments or sales proceeds in us dollars, without withholding tax, remittance tax or any other taxes leviable under________ laws.

6) the approval by the relevant _________________government agencies for the immediate importation into _____________of all equipment for the project.

7) c shall register its subsidiary or affiliated or associated companies in _____________. a certificate of registration issued by the b in relation to the project, confirming that c including its subsidiary or affiliated or associated companies is a registered enterprise under the law on foreign investment in the __________.

8) free remittance abroad of the remuneration in us dollars with exemption from individual income tax, remittance tax or any other taxes thereon.

10. operation of the infrastructure project

10.1 new company shall be responsible for the management, operation, maintenance, repair and overhaul of the infrastructure project during the operation period, namely ______years from the starting date of commercial operation of the infrastructure project and shall use its best endeavours to ensure the infrastructure project is in good condition and capable of producing _______in a safe and stable manner. the extension of the above mentioned operation period shall be discussed by both parties if the____ percent irr is not accomplished within __________years' operation period.

10.2 in order to undertake necessary overhaul, maintenance, inspection and repair, new company shall perform downtime each year from the completion date.

10.3 in pursuance of its obligation under clause 10.1, new company shall have full right to:

1) enter into contracts for the supply of material and services including purchase of replacement equipment and participate in negotiations on operation and service agreement conclusion;

2) appoint, organize and direct staff; manage and supervise the infrastructure project;