AGREEMENT OF BOT PROJECT

3) establish and maintain regular inspection, maintenance and overhaul procedures;

4) do all other things necessary or desirable for the operation of the infrastructure project;

10.4 b and new company shall, from time to time, meet and discuss and agree safety guidelines for the operation of the infrastructure project.

10.5 new company shall operate the infrastructure project in accordance with all __________and local laws and regulations in force at the date of signing this agreement.

if any changes or new legislations of laws and regulations would:

1) result in the infrastructure project being unable to operate in normal conditions;

2) result in the interest of new company being materially reduced, prejudiced or otherwise adversely affected;

then the parties shall meet and endeavour to agree on amendments to this agreement.

10.6 b shall be entitled to appoint and allocate its experts agencies to monitor the operation of the infrastructure project by new company at b's cost and expense. the monitoring shall not interfere the ordinary operation of the infrastructure project by new company.

11. supply of service offered by the infrastructure project

11.1 new company shall supply the produced _________________to ___________or other countries as stipulated therein. in case that the power purchaser is other country than _____________, a service agreement shall be concluded.

11.2 if b intends to distribute part of the produced_________ to local market on demand, b shall use such ______________as royalty stipulated in clause 12.4 and if b needs more _____________than that of royalty portion it shall be agreed upon by new company to that effect provided that, in such case, _______________charge shall be paid to new company in us dollars as stipulated in clause 12.

12. service charge and income distribution

12.1 in order to accomplish the purposes specified in clauses 4.2.4), 4.2.5), 6.3.4) and 11.1, b shall undertake responsibility for the negotiation with ________government and the conclusion of service agreement. b shall provide such information and data as useful and necessary for the negotiation and appoint a person to cooperate with the representatives from c or new company and the people's insurance company of china in charge of the negotiation.

the persons in charge shall do their duty according to the procedures as below:

1) to submit basic concept and overall plan of the project within _______days from the date of singing this agreement;