Chengdu AES Kaihua Gas Turbine Power Co. Ltd. Cooperative Joint Venture Contract and Articles of Association - Chengdu Huaxi Electric Power Shareholding (Group) Co. Ltd., Chengdu Huachuan Petroleum & Natural Gas Exploration and Development Co., China National Aero-Engine Corp., AES China Generating Co. Ltd.


                                  Agreement of
                                Amendment to the
         Cooperative Joint Venture Contract and Articles of Association
                of Chengdu AES KAIHUA Gas Turbine Power Co., Ltd.


         In accordance with the relevant laws and regulations of the People's
Republic of China, this Agreement of Amendment (the 'Agreement of Amendment') is
hereby entered into among Chengdu Huaxi Electric Power Shareholding (Group)
Company Ltd.[Chinese text] and Chengdu Huachuan Petroleum & Natural Gas
Exploration and Development Company [Chinese text] (together referred to herein
as 'Party A'), China National Aero-Engine Corporation [Chinese text] ('Party B')
and AES China Generating Company Limited [Chinese text] ('Party C'), following
full discussions by Party A, Party B and Party C (Party A, Party B and Party C
hereinafter collectively referred to as the 'Parties') with respect to
amendments to the Cooperative Joint Venture Contract ('Cooperative JVC') and the
Articles of Association ('Articles') of Chengdu AES KAIHUA Gas Turbine Power
Co., Ltd.

         NOW THEREFORE, the Parties agree to amend the Cooperative JVC and
Articles as follows:

1.       Article 1 of the Cooperative JVC is deleted in its entirety and the 
         following new Article 1 is substituted in its place:

         THIS CONTRACT is made in Beijing, the People's Republic of China on
         this 28th day of November, 1995 by and among Chengdu Huaxi Electric
         Power Shareholding (Group) Company Ltd. and Chengdu Huachuan Petroleum
         & Natural Gas Exploration and Development Company (hereinafter
         collectively referred to as 'Party A'), China National Aero-Engine
         Corporation (hereinafter referred to as 'Party B') and AES China
         Generating Company Limited (hereinafter referred to as 'Party C'). Each
         of Party A, Party B and Party C shall hereinafter individually be
         referred to as a 'Party' and collectively as the 'Parties'.

         After friendly consultations conducted in accordance with the
         principles of equality and mutual benefit, the Parties have agreed to
         organize Sino Foreign Chengdu AES KAIHUA Gas Turbine Power Co., Ltd.
         (the 'Company') in accordance with the Law of the People's Republic of
         China on Sino-Foreign Cooperative Joint Venture Enterprises (the
         'Cooperative Joint Venture Law'), other relevant laws and regulations
         of the People's Republic of China, and the provisions of this Contract.

2.       Article 3.01 of the Cooperative JVC is deleted in its entirety and the
         following new Article 3.01 is substituted in its place:

         The Parties to this Contract are:

         (a)      Party A, Chengdu Huaxi Electric Power Shareholding (Group) 
                  Company Ltd., a corporation registered in Chengdu City,
                  Sichuan Province, the People's Republic of China with its
                  legal address at: No. 24 Nansanduan Y. Huan Road, Chengdu
                  City, Sichuan Province, PRC

                  and

                  Chengdu Huachuan Petroleum & Natural Gas Exploration and 
                  Development Company, a corporation registered in Chengdu City,
                  Sichuan Province, the People's Republic of China with its
                  legal address at: 
                  116 North 4 Section of Yihuan Lu, Chengdu 610081, Sichuan 
                  Province, PRC

                  (the two foregoing corporations hereinafter collectively 
                  referred to as 'Party A')

                  Legal Representative of Party A:

                  Name: Qu De Lin
                  Position: General Manager
                  Nationality: Chinese

         (b)      Party B, China National Aero-Engine Corporation, a Chinese 
                  economic legal entity registered in China with its legal
                  address at: No. 16 Donghuangchenggen, Dongcheng District,
                  Beijing, PRC

                  Legal Representative of Party B:

                  Name: Zhou Xiaoqing
                  Position: General Manager
                  Nationality: Chinese

         (c)      Party C, AES China Generating Company Limited, a company 
                  registered in Bermuda with its legal address at 9/F, Allied
                  Capital Resources Building, 32-38 Ice House Street, Central,
                  Hong Kong

                  Legal Representative of Party C:

                  Name: Paul T. Hanrahan
                  Position: President
                  Nationality: U.S.A.

3.  Article 16.01(d) of the Cooperative JVC is deleted in its entirety and the 
following new Article 16.01(d) is substituted in its place:

         The distribution of available cash of the Company shall be carried out
         in accordance with the following priority of payments:


         (i)      Operation and maintenance costs (including VAT) of the GT 
                  Plant and management costs of the Company;


         (ii)     Principal and interest payments due pursuant to the Loan 
                  Contracts;

         (iii)    Income taxes and any other taxes;

         (iv)     Contributions to statutory funds; and

         (v)      Distributions of remaining after-tax profits to the Parties
                  once a year at such time as the Board shall determine, as
                  follows:

                  (A)      in any year, if the Power Station was available to 
                           generate electricity during [***] hours in such year,
                           (a) first, to Party C, an amount necessary, after
                           conversion of Renminbi into U.S. Dollars, to provide
                           it with a [***] internal rate of return (after
                           payment of taxes and after funding all required
                           reserves) on its contributions to the registered
                           capital of the Company over the term of the Joint
                           Venture established by this Contract, (b) second,
                           pari passu to Party A and Party B, an amount
                           necessary to provide each of Party A and Party B with
                           a [***] internal rate of return (after payment of
                           taxes and after funding all required reserves) on its
                           contributions to the registered capital of the
                           Company over the term of the Joint Venture
                           established by this Contract, (c) third, to pay Party
                           A in reimbursement of any payment Party A previously
                           has made to Chengdu Huachuan Petroleum & Natural Gas
                           Exploration and Development Company ('Gas Supplier')
                           in its capacity as natural gas supplier under a Gas
                           Purchase and Supply Contract entered into between the
                           Gas Supplier and the Company for natural gas
                           purchased by the Company, plus interest on any such
                           payment as determined to be appropriate by the Board
                           and (d) fourth, remaining amounts to the Parties in
                           accordance with the percentage of their respective
                           Registered Capital contributions to the Company; and

[***] Filed separately with the Commission pursuant to a request for
confidential treatment.

                  (B)      in any year, if the Power Station was available to
                           generate electricity for less than [***] hours in
                           such year, to the Parties in accordance with the
                           percentage of their respective Registered Capital
                           contributions to the Company.

[***] Filed separately with the Commission pursuant to a request for
confidential treatment.

         (vi)     In accordance with Article 16.01(d)(v) hereof cash shall be
                  distributed once a year (unless the Board of Directors of the
                  Company approves more frequent distributions). All payments by
                  the Company to the Parties under Article 16.01(d)(v) hereof
                  shall be made by wire transfer to the bank accounts designated
                  by the Parties from time to time. All distributions to Party C
                  shall be made in accordance with Article 16.04(c) hereof.

4.   Article 16.06(b) of the Cooperative JVC is deleted in its entirety and the
following new Article 16.06(b) is substituted in its place:

                  Subject to Article 16.01(d)(v) hereof, all distributable
                  profits shall be distributed to the Parties in proportion to
                  their respective share of Registered Capital.

5.  Section 1.1 of the Articles is deleted in its entirety and the following 
substituted in its place:

         In accordance with the Law of the People's Republic of China on
         'Sino-Foreign Cooperative Joint Venture Enterprises' (the 'Cooperative
         Joint Venture Law'), and other relevant laws and regulations, Chengdu
         Huaxi Electric Power Shareholding (Group) Company Ltd., Chengdu
         Huachuan Petroleum & Natural Gas Exploration and Development Company
         (collectively referred to hereinafter as 'Party A'), China National
         Aero-Engine Corporation (referred to hereinafter as 'Party B') and AES
         China Generating Company Limited (referred to hereinafter as 'Party C')
         have entered into the Cooperative Joint Venture Contract (referred to
         hereinafter as the ('Joint Venture Contract') for the establishment of
         the Chengdu AES KAIHUA Gas Turbine Power Co., Ltd. on November 28, 1995
         in Beijing, the People's Republic of China. Party A, Party B and Party
         C hereby formulate these Articles of Association to govern the
         operation of the Chengdu AES KAIHUA Gas Turbine Power Co., Ltd. (Each
         of Party A, Party B or Party C shall hereinafter individually be
         referred to as a 'Party' and collectively as the 'Parties'.)

6. Section 1.4 of the Articles is deleted in its entirety and the following 
substituted in its place:

         The Parties to these Articles of Association are:

         (1)      Party A, Chengdu Huaxi Electric Power Shareholding (Group)
                  Company Ltd., a Chinese state-owned enterprise registered in
                  Chengdu City, Sichuan Province, the People's Republic of
                  China, with its legal address in Chengdu City, Sichuan
                  Province, PRC; and

                  Chengdu Huachuan Petroleum & Natural Gas Exploration and 
                  Development Company, a Chinese corporation registered in
                  Chengdu City, Sichuan Province, the People's Republic of China
                  with its legal address at: 
                  116 North 4 Section of Yihuan Lu, Chengdu 610081, Sichuan 
                  Province, PRC

                  (the two foregoing corporations hereinafter collectively 
                  referred to as 'Party A')

                           Legal Representative of Party A:

                           Name:            Qu DeLin
                           Position:        General Manager
                           Nationality:     Chinese

         (2)      Party B, China National Aero-Engine Corporation, a Chinese
                  economic legal entity with its legal address at No.16
                  Donghuangchenggen North Street, Dongcheng District, Beijing,
                  PRC.

                           Legal Representative of Party B:

                           Name:            Zhou Xiaoqing
                           Position:        General Manager
                           Nationality:     Chinese

         (3)      Party C, AES China Generating Company Limited, a company
                  registered in Bermuda with its legal address at 9/F., Allied
                  Capital Resources Building, 32-38 Ice House Street, Central,
                  Hong Kong.

                           Legal Representative of Party C:

                           Name:            Paul Hanrahan
                           Position:        President
                           Nationality:     U.S.A.

7.  Article 8.2 of the Articles is deleted in its entirety and the following new
Article 8.2 is substituted in its place:

                  Subject to Article 16.01(d)(v) of the Joint Venture Contract,
                  all distributable profits shall be distributed to the Parties
                  in proportion to their respective share of Registered Capital.

8. This Agreement of Amendment is an inalienable part of the Cooperative JVC and
Articles, and upon the approval of the original examination and approval
authority of the Cooperative JVC and Articles, shall have the same effect with
the Cooperative JVC and Articles and shall amend the Cooperative JVC and
Articles accordingly as provided herein.

9. This Agreement of Amendment is written in Chinese and English. Both language
versions shall have the same validity and effect. Each version has eight
counterparts. Each of the Parties shall keep one set, the remaining
counterparts, shall be submitted to the original examination and approval
authority of the Cooperative JVC and Articles and to such other relevant
departments as is required.

10. This Agreement of Amendment shall become effective upon its execution by the
Parties and the approval of the original examination and approval authority of
the Cooperative JVC and Articles.



         IN WITNESS WHEREOF, the Parties have caused this Agreement of Amendment
to be executed by their duly authorized representatives as of __ day of July,
1996 in the People's Republic of China.


For and on behalf of Party A:

Chengdu Huaxi Electric Power
Shareholding (Group) Company Ltd.


By: [Signature Illegible]
Name:


Chengdu Huachuan Petroleum & Natural Gas Exploration and Development Company


By: [Signature Illegible]
Name:


For and on behalf of Party B:

China National Aero-Engine Corporation


By: [Signature Illegible]
Name:


For and on behalf of Party C:

AES China Generating Company Limited


By: [Signature Illegible]
Name: