Javascript is disabled. Please enable Javascript to log in.
Published: 2008-03-26

Power Purchase Contract - Chengdu Huaxi Electric Power Shareholding (Group) Company Ltd. and Chengdu AES Kaihua Gas Turbine Power Co. Ltd.



 Information contained herein, marked with [***], is being filed pursuant to a
                      request for confidential treatment.






                             POWER PURCHASE CONTRACT

                                     BETWEEN

         CHENGDU HUAXI ELECTRIC POWER SHAREHOLDING (GROUP) COMPANY LTD.

                                       AND

                         CHENGDU AES KAIHUA GAS TURBINE
                                 POWER CO., LTD.









                                TABLE OF CONTENTS

ARTICLE 1.        GENERAL PRINCIPLES...........................................

ARTICLE 2.        DEFINITIONS..................................................
         2.01     Definitions..................................................

ARTICLE 3.        PARTIES TO THE CONTRACT......................................
         3.01     The Parties..................................................
         3.02     Mutual Representations and Warranties........................

ARTICLE 4.        RIGHTS AND OBLIGATIONS OF THE PARTIES........................
         4.01     Rights and Obligations of the Seller.........................
         4.02     Rights and Obligations of the Purchaser......................

ARTICLE 5.        POWER STATION OPERATION AND DISPATCH.........................
         5.01     Power Station Operation and Maintenance......................

ARTICLE 6.        MEASUREMENT OF ELECTRICAL ENERGY.............................
         6.01     Installation and Maintenance of Meters.......................
         6.02     Measurement of Electrical Energy.............................

ARTICLE 7.        PRICING......................................................

ARTICLE 8.        PAYMENT CALCULATIONS.........................................
         8.01     Payment for Annual Minimum Quantity Energy...................
         8.02     Payment for Failure to take the Annual Minimum Quantity......
         8.03     Payment for Additional Sales.................................
         8.04     Failure to Accept Electrical Energy..........................
         8.05     Electricity Fee Payments.....................................

ARTICLE 9.        TERM AND TERMINATION.........................................
         9.01     Term.........................................................
         9.02     Defaults and Termination.....................................

ARTICLE 10.       INDEMNIFICATION..............................................
         10.01    Indemnification..............................................

ARTICLE 11.       GOVERNING LAW AND DISPUTE RESOLUTION.........................
         11.01    Governing Law................................................
         11.02    Change of Law................................................
         11.03    Friendly Consultations.......................................
         11.04    Arbitration..................................................
         11.05    Continuing Rights and Obligations............................
         11.06    Enforcement of Award.........................................
         11.07    Waiver of Sovereign Immunity Defense.........................


ARTICLE 12.       FORCE MAJEURE................................................
         12.01    Definition of Force Majeure..................................
         12.02    Parties' Obligations Upon Occurrence of Force Majeure........
         12.03    Notification Requirement ....................................
         12.04    Change of Circumstances......................................

ARTICLE 13.       ASSIGNMENT...................................................
         13.01    Assignment...................................................

ARTICLE 14.       MISCELLANEOUS PROVISIONS.....................................
         14.01    Notices......................................................
         14.02    Binding Effect...............................................
         14.03    Language.....................................................
         14.04    Confidentiality..............................................
         14.05    Severability.................................................
         14.06    Entire Contract..............................................
         14.07    Effectiveness................................................
         14.08    Insurance....................................................

APPENDIX A.

         INTERCONNECTION AND DISPATCH CONTRACT

APPENDIX B.

          METERING POINT AND POINT OF DELIVERY

APPENDIX C.

         TERMINATION CHARGE

APPENDIX D.

         THE  ELECTRIC  TARIFF  ADJUSTMENT  METHOD  FOR  CHENGDU  AES KAIHUA GAS
         TURBINE POWER CO., LTD.





ARTICLE 1.        GENERAL PRINCIPLES

This Power Purchase Contract  (including all Appendices  attached hereto,  ("the
Contract") is made in Chengdu,  Sichuan Province, the People's Republic of China
on this ____th day of July,  1996 by and between  Chengdu Huaxi  Electric  Power
Shareholding (Group) Company Ltd. [Chinese Characters]  (hereinafter referred to
as the "Purchaser") and Chengdu AES KAIHUA Gas Turbine Power Co., Ltd.  [Chinese
Characters]  (hereinafter  referred to as the  "Seller").  Each of Purchaser and
Seller may hereinafter individually be referred to as a "Party" and collectively
as the "Parties."

After  friendly  consultations   conducted  in  accordance  with  the  laws  and
regulations of the People's Republic of China and on the basis of the principles
of equality and mutual benefit, the Parties agree as follows:


ARTICLE 2.        DEFINITIONS

2.01     Definitions

         For purposes of this Contract,  the  capitalized  items set forth below
         will have the following corresponding meanings:

         (a)      "Acceptable  Power  Factor"  means  that  for any  month,  the
                  average  power factor for the Power  Station  shall be between
                  0.8 and 0.85;

         (b)      "Annual  Energy  Payment" has the meaning set forth in Article
                  8.02 hereof;

         (c)      "Annual Minimum Quantity" or "AMQ" has the meaning given it in
                  the Electric Tariff Adjustment Method;

         (d)      "Capital  Return"  has the  meaning  given to it in Schedule 1
                  which is attached to the Electric Tariff Adjustment Method;

         (e)      "Change of Law" means any change in any national,  provincial,
                  prefectural, municipal or other local law, rule, regulation or
                  policy in the People's  Republic of China,  relating to taxes,
                  environmental   issues  or  other   matters   concerning   the
                  production,  delivery,  or sale of electrical  energy,  or any
                  change in any  interpretation  thereof that was relied upon by
                  the Seller in entering into this Contract;

         (f)      "Commencement  of Operations Date" means the date on which the
                  Power  Station  goes into  commercial  operation as more fully
                  described in Article 4.01(h) hereof;

         (g)      "Current  Tariff"  shall  have  the  meaning  given  it in the
                  Electric Tariff Adjustment Method;

         (h)      "Declared  Capacity"  means the Net Station  Capacity which is
                  declared by the Seller in a written notice to the Purchaser on
                  the Commencement of Operations Date and on or before the first
                  day of each calendar year thereafter,  as being the applicable
                  Net Station  Capacity in effect  until the next such notice is
                  given;

         (i)      "Dispatch  Provisions"  means the procedures to be followed by
                  the Grid, the Purchaser and the Seller, for the scheduling and
                  control of the  delivery  of  electrical  energy as more fully
                  detailed in the Interconnection and Dispatch Contract;

         (j)      "Dispatch  Center"  means the Sichuan  Power  Dispatch  Bureau
                  located in Chengdu City,  Sichuan Province,  People's Republic
                  of China, and any successor thereof;

         (k)      "Electric Tariff Adjustment  Method" means the Electric Tariff
                  Adjustment  Method  entered into between the Purchaser and the
                  Seller which is attached as Appendix D hereto, and approved by
                  the Price Bureau,  that defines the Current  Tariff to be paid
                  by the Purchaser to the Seller, and subsequent  adjustments to
                  the Current Tariff;

         (l)      "Electricity Fee" means the amount to be paid by the Purchaser
                  to the Seller pursuant to Article 8.05(b) hereof;

         (m)      "EPC Contractor"  means the company or group of companies that
                  is  responsible  for  the  design,  engineering,  procurement,
                  construction, startup and testing of the Power Station;

         (n)      "EPC  Contract"  means  the  Construction   Services  Contract
                  between  the Seller  and the EPC  Contractor  for the  design,
                  engineering,  procurement,  construction, start-up and testing
                  of the Power Station;

         (o)      "Force  Majeure" has the meaning  given to it in Article 12.01
                  hereof;

         (p)      "Fuel Contract" means the Gas Purchase and Supply Contract for
                  the purchase and  transportation  of fuel to the Power Station
                  between the Seller and the Fuel Supplier, as such contract may
                  be amended from time to time;

         (q)      "Fuel Supplier" means the Chengdu Huachuan Petroleum & Natural
                  Gas Exploration and Development Company;

         (r)      "Gas Interconnection  Facility" has the meaning given to it in
                  the Fuel Contract;

         (s)      "Grid" means Sichuan  Provincial  Power Bureau,  the owner and
                  operator  of the  electric  transmission  system  to which the
                  Power Station will be connected;

         (t)      "Interconnection  Approval" means the approval received by the
                  Seller from the Grid  establishing  the right of the Seller to
                  connect to the electric transmission system of the Grid;

         (u)      "Interconnection  Fee"  means  the  fee,  associated  with the
                  Transmission Facilities, paid to the Chengdu City Power Supply
                  Bureau for the Seller's  right to connect the Power Station to
                  the Grid;

         (v)      "Interconnection  and Dispatch  Contract"  means the contracts
                  for the  interconnection  and  dispatch  of the Power  Station
                  attached as Appendix A hereto, as amended or supplemented;

         (w)      "Joint Venture  Contract" means the cooperative  joint venture
                  contract  dated as of November  28,  1995,  entered into among
                  Chengdu Huaxi  Electric  Power  Shareholding  (Group)  Company
                  Ltd.,  China National  Aero-Engine  Corporation  and AES China
                  Generating  Company  Limited  for  the  establishment  of  the
                  Seller,  as such  cooperative  joint  venture  contract may be
                  amended or supplemented from time to time;

         (x)      "KW" means kilowatt;

         (y)      "KWH" means kilowatt hours;

         (z)      "MW" means megawatt;

         (aa)     "MWH" means megawatt hours;

         (ab)     "Metering Point" means the location of the Purchaser's  meters
                  and the  Seller's  meters as  described in Appendix B attached
                  hereto;

         (ac)     "Net Station Capacity" means the total generation  capacity in
                  MW of the Power  Station as  measured at the Point of Delivery
                  after deduction for parasitic load;

         (ad)     "Point   of   Delivery"    means   the   physical   point   of
                  interconnection between the Power Station and the Transmission
                  Facilities  at  which  the  Purchaser  takes  delivery  of the
                  electrical  energy  from the  Seller  and where  the  Seller's
                  equipment  maintenance  responsibility  ends  and  the  Grid's
                  responsibility  starts as more fully  described in the diagram
                  set  forth in  Appendix  B  attached  hereto.  Risk of loss of
                  electrical  energy shall pass from the Seller to the Purchaser
                  at the Point of Delivery;

         (ae)     "Power  Factor  Penalty"  means  the  penalty  imposed  on the
                  Seller,  per KWH, for failure to achieve the Acceptable  Power
                  Factor in any given month as calculated in accordance with the
                  Document of the Ministry of Hydro Power and Electricity - 1982
                  No. 21;

         (af)     "Power Station" shall mean the simple cycle,  approximately 50
                  MW (at Site  conditions  and net of parasitic  load)  electric
                  generating power plant,  consisting of a gas turbine generator
                  set, to be  constructed  on and operated at the Site and owned
                  by the Seller,  including,  without limitation,  the Site, all
                  machinery, equipment,  installations,  warehouses, fuel pumps,
                  pipes and pipelines,  control  facilities,  shops,  buildings,
                  meters and  interconnection  equipment  and  substation at the
                  Site,  required to construct  and/or operate the Power Station
                  in a manner  which  allows  Seller  to comply  fully  with its
                  obligations under this Contract;

         (ag)     "PRC Government Authority" means any ministry, agency, bureau,
                  department,  political subdivision,  corporation,  commission,
                  instrumentality or other government authority under the direct
                  or  indirect  control  of any  central,  provincial  or  local
                  government of the People's Republic of China;

         (ah)     "Price  Bureau"  means the  Chengdu  City  and/or the  Sichuan
                  Provincial  price control bureaus and any other PRC Government
                  Authority  required  to provide an  approval  for the  Current
                  Tariff or Electric Tariff Adjustment Method;

         (ai)     "Prudent Electrical  Practices" means those generally accepted
                  standards,  as may be  changed  from  time to  time,  that are
                  commonly  adhered  to by  owners  and  operators  of  electric
                  generating  power  stations  to design,  engineer,  construct,
                  operate,  maintain  and test  electric  equipment  within  the
                  constraints of safety, efficiency,  economy,  reliability, and
                  equipment manufacturer's recommendations;

         (aj)     "Transmission  Facilities" means the  Interconnection  Fee and
                  the  transmission   facilities  to  be  designed,   purchased,
                  constructed  and  erected by the Grid  required to connect the
                  Power  Station  from  the  Point  of  Delivery  to the  Grid's
                  existing  electrical  system  in order to  permit  the flow of
                  electrical energy between them;

         (ak)     "RMB" or "Renminbi"  means the lawful currency of the People's
                  Republic of China;

         (al)     "Site"  means  the real  property  located  at  Chengdu  City,
                  Sichuan  Province,  People's Republic of China as described in
                  Appendix 1 of the Joint Venture  Contract upon which the Power
                  Station is located;

         (am)     "Term" means the term of this Contract as defined in Article 9
                  hereof;

         (an)     "USD" or "US$" means the lawful  currency of the United States
                  of America.


ARTICLE 3.        PARTIES TO THE CONTRACT

3.01     The Parties

         The Parties to this Contract are:

         (a)      Purchaser,  Chengdu Huaxi Electric Power Shareholding  (Group)
                  Company Ltd.,  registered in Chengdu City,  Sichuan  Province,
                  the People's  Republic of China with its legal  address at No.
                  24 Nan San  Duan Y.  Huan  Road,  Chengdu,  Sichuan  Province,
                  People's Republic of China.

                  Legal Representative of Purchaser:

                  Name: Qu Delin
                  Position: General Manager
                  Nationality: Chinese

         (b)      Seller,  Chengdu  AES KAIHUA  Gas  Turbine  Power  Co.,  Ltd.,
                  registered in Chengdu  City,  Sichuan  Province,  the People's
                  Republic  of China with its legal  address  in the  Enterprise
                  Development Zone, Jintang County,  Sichuan Province,  People's
                  Republic of China.

                  Legal Representative of Seller:

                  Name: Qu Delin
                  Position: Chairman of the Board
                  Nationality: People's Republic of China

3.02     Mutual Representations and Warranties

         Purchaser and Seller each represent and warrant the following:

         (a)      Each Party  possesses  full power and  authority and the legal
                  right to enter this  Contract  and to perform its  obligations
                  herein; and

         (b)      The  representative  of each Party whose  signature is affixed
                  hereto has been fully  authorized to sign this Contract and to
                  bind its respective Party thereby.

ARTICLE 4.        RIGHTS AND OBLIGATIONS OF THE PARTIES

4.01     Rights and Obligations of the Seller

         (a)      Sale and  Delivery of  electrical  energy  during start up and
                  testing:  Prior to the  Commencement of Operations Date of the
                  Power Station,  the Seller agrees to deliver electrical energy
                  generated during the start up and testing of the Power Station
                  to the Purchaser.

         (b)      Sale and Delivery of  electrical  energy:  Beginning  from the
                  Commencement of Operations  Date of the Power Station,  Seller
                  agrees  to  deliver  and  sell at the  Point  of  Delivery  to
                  Purchaser  all  electrical   energy  generated  by  the  Power
                  Station, in accordance with the terms of this Contract and its
                  Appendices  attached  hereto.  Seller  agrees to deliver  such
                  electrical  energy in accordance with the Dispatch  Provisions
                  attached  hereto as  Appendix A.  Delivery of such  electrical
                  energy  will be  subject  to  planned  outages  and  unplanned
                  outages   as   further   described   in   Article  5  and  the
                  Interconnection  and Dispatch Contract,  and subject to events
                  of Force  Majeure as more fully  described in Article 12.01 of
                  this Contract.

         (c)      Exclusivity:  Seller may not sell any  electrical  energy from
                  the Power Station to anyone other than the Purchaser.

         (d)      Design  and  Construction  of the  Power  Station:  Seller  is
                  responsible for the development,  design,  and construction of
                  the  Power  Station.  Seller  will keep  Purchaser  reasonably
                  informed while performing its obligations as described herein.
                  Upon the  commencement  of  construction of the Power Station,
                  Seller shall deliver to the Purchaser, a construction schedule
                  detailing the planned construction progress and specifying the
                  expected date of the start of testing of the Power Station.

         (e)      Installation  of Seller's  Meters:  Seller is responsible  for
                  installing and  maintaining all Seller's meters as required by
                  this Contract and as more fully described in Article 6.

         (f)      Fuel:  Seller is responsible  for the fuel supply to the Power
                  Station.

         (g)      Operation  and  Maintenance  of the Power  Station:  Seller is
                  responsible  for the  management,  operation,  maintenance and
                  repair of the Power Station.

         (h)      Commencement  of Operations  Date:  Seller is responsible  for
                  start-up and testing of the Power Station.  Seller will notify
                  Purchaser in writing upon  completion  of testing of the Power
                  Station in accordance with the EPC Contract between the Seller
                  and the EPC  Contractor.  The date set  forth in the  Seller's
                  notification  to the Purchaser  shall be the  Commencement  of
                  Operations Date of the Power Station.

         (i)      Power  Factor:  Seller shall operate the Power Station so that
                  the  Acceptable  Power  Factor is  achieved.  Seller  shall be
                  liable for the Power  Factor  Penalty for a failure to achieve
                  the Acceptable Power Factor.

4.02              Rights and Obligations of the Purchaser

         (a)      Purchase and Acceptance of electrical energy: Beginning on the
                  Commencement   of  Operations  Date  for  the  Power  Station,
                  Purchaser  will purchase and accept from Seller,  at the Point
                  of  Delivery,  all  electrical  energy  generated by the Power
                  Station and  delivered  to Purchaser  in  accordance  with the
                  Dispatch  Provisions,   this  Contract,   and  the  Appendices
                  attached  hereto.  Such purchase and  acceptance of electrical
                  energy will also be subject to planned  outages and  unplanned
                  outages as more fully  described in Article 5 of this Contract
                  and the  Interconnection  and Dispatch  Contract,  and will be
                  subject to events of Force  Majeure  as more  fully  described
                  Article  12.01  of this  Contract.  To the  extent  electrical
                  energy is generated for start-up and testing purposes prior to
                  the  Commencement  of Operations  Date for the Power  Station,
                  Purchaser  agrees,   at  all  times,   except  during  a  Grid
                  emergency,  to accept all such electrical  energy at the Point
                  of Delivery and to pay the Seller seventy percent (70%) of the
                  Current  Tariff  per KWH for such  electrical  energy.  During
                  start-up and testing  Purchaser  shall allow Seller to operate
                  the Power  Station as necessary to complete  plant  testing in
                  accordance with the EPC Contract.

         (b)      Pricing  Approval:  Purchaser is  responsible  for causing all
                  approvals   necessary  in  connection   with  the  pricing  of
                  electrical energy made available to the Purchaser hereunder to
                  be  received by the Seller  from the  appropriate  level Price
                  Bureau, and from any other relevant PRC Government  Authority.
                  Such  approvals  will  include the  approval  of the  Electric
                  Tariff Adjustment  Method,  the initial Current Tariff and the
                  principles which will define all future price increases in the
                  Current Tariff due to higher fuel costs,  increased  operating
                  and  maintenance  costs,  changes  in the RMB to USD  exchange
                  rates  which may  affect  payments  of debt  service or profit
                  repatriation or due to any Change of Law which might adversely
                  effect the financial return to the Seller.  The obligations in
                  this  Article  4.02(b) must be satisfied as a condition to the
                  obligations of the Seller continuing under this Contract.

         (c)      Installation of Purchaser's  Meters:  Purchaser is responsible
                  for  installing  and  maintaining  all  Purchaser's  meters as
                  required  by this  Contract  and as more  fully  described  in
                  Article 6.

         (d)      Other  Government  Approvals:  Purchaser  is  responsible  for
                  obtaining the  appropriate  approvals  from all PRC Government
                  Authority  concerning the Purchaser's  obligations  under this
                  Contract.  Purchaser  will  assist  Seller  in  obtaining  all
                  permits  and  licenses  as  are   necessary  to  proceed  with
                  construction  and  operation of the Power  Station.  Purchaser
                  will  cause the  Interconnection  Approval  and all  approvals
                  required by Seller for the Fuel Contract to be received by the
                  Seller.  The  obligations  in  this  Article  4.02(d)  must be
                  satisfied  as a  condition  to the  obligations  of the Seller
                  continuing under this Contract.

         (e)      Provision   of   Construction   Electricity:    Purchaser   is
                  responsible for supplying,  or causing others to provide,  the
                  Seller  and the  Seller's  EPC  Contractor  a  continuous  and
                  uninterrupted  supply of electrical energy to the construction
                  site  during  construction  of the  Power  Station.  For  this
                  service,  Seller and EPC Contractor  shall not be obligated to
                  pay more  than the  tariff  paid  for  such  service  by other
                  similarly  situated general industrial users of such services.
                  All  rights,  title and  interest  in any  equipment  put into
                  service  by the  Purchaser  to meet  the  obligations  of this
                  Article  4.02(e) shall be  transferred  to the Seller upon the
                  Purchaser's  receipt of the payment  made in  accordance  with
                  Article 4.02(i) hereof.

         (f)      Provision  of  Standby   Electrical   Energy  and   Utilities:
                  Purchaser is responsible  for supplying,  or causing others to
                  provide,  a  continuous  and  uninterrupted  supply of standby
                  electrical  energy to the Power  Station  for the Term of this
                  Contract.  Such standby  electrical energy shall be sufficient
                  for  testing  and  start  up of  the  Power  Station  and  for
                  providing  basic station  service for the Power Station during
                  times when the Power Station cannot supply its own energy. For
                  this service, Seller and EPC Contractor shall not be obligated
                  to pay more than the  tariff  paid for such  service  by other
                  similarly situated general industrial users of such services.

         (g)      Provision  of Other  Utilities:  Purchaser  shall  cause to be
                  provided  to  Seller,  at  Seller's  expense,  all  utilities,
                  (including,  without  limitation,   telecommunication,   fresh
                  water, waste disposal) and access to the Site which the Seller
                  requires in order to construct the Power Station in accordance
                  with the EPC Contract and to operate the Power  Station in the
                  manner  contemplated  by this  Contract,  as fired by the fuel
                  supplied under the Fuel  Contract,  subject only to the Seller
                  paying the  established,  applicable  customary rate or charge
                  for the utilities  provided to Seller pursuant to this Article
                  4.02(g) as paid for by other similarly  situated users of such
                  utilities.

         (h)      Interconnection: Purchaser is responsible for providing, or if
                  it is unable to provide,  causing  others to provide,  (i) the
                  Transmission Facilities necessary to connect the Power Station
                  to  the  Grid  and  (ii)  the  Gas  Interconnection   Facility
                  necessary  to  provide  natural  gas  to  the  Power  Station.
                  Purchaser guarantees that (i) the Transmission Facilities will
                  be ready and  available  and capable of  supplying  electrical
                  energy to the  Power  Station  and  accepting  the  electrical
                  energy  generated  by the  Power  Station  and  (ii)  the  Gas
                  Interconnection  Facility  will  be  ready  and  available  to
                  deliver  natural  gas  to  the  Power  Station  prior  to  the
                  scheduled  start of testing of the Power Station under the EPC
                  Contract.  In the event the  Purchaser  fails to  fulfill  its
                  obligations  as  provided  for in this  Article  4.02(h),  the
                  Commencement  of Operations  Date for the Power Station shall,
                  notwithstanding  such failure, be deemed to have occurred upon
                  notice by the Seller to the  Purchaser  that the Power Station
                  is ready to commence sales of electrical energy hereunder, and
                  thereafter the Purchaser  shall pay to the Seller,  commencing
                  on the date of such notice, the Annual Energy Payment.

         (i)      In consideration of the Purchaser  arranging for the provision
                  of electricity in accordance  with Article 4.02(e) and Article
                  4.02(f) hereof, utilities in accordance with Article 4.02 (g),
                  and the  Transmission  Facilities in  accordance  with Article
                  4.02 (h), Seller shall make a one time payment to Purchaser of
                  fourteen  million  Renminbi  (RMB 14  million)  no later  than
                  thirty (30) days  following  the initial  contribution  to the
                  registered  capital of the  Seller  and Seller  shall also pay
                  such reasonable costs, as shall be agreed to by Seller, of the
                  electric  transformer  and associated  facilities as agreed by
                  the  Seller,  required  for the supply of  electricity  to the
                  Power Station.


ARTICLE 5.        POWER STATION OPERATION AND DISPATCH

5.01              Power Station Operation and Maintenance

         (a)      Planned  Outages:  The Parties  agree and  understand  that in
                  order to undertake necessary overhaul, maintenance, inspection
                  and repair of the Power  Station,  the Seller is  entitled  to
                  completely  shutdown  or  partially  reduce  the output of the
                  Power Station for periods of time. The Seller shall coordinate
                  the  schedule  of  planned  outages  with  Purchaser  and  the
                  Dispatch  Center in accordance  with the  Interconnection  and
                  Dispatch Contract.  Seller shall provide,  in November of each
                  year, to the Purchaser,  a copy of the planned outage schedule
                  for the following year.

         (b)      Unplanned  Outages:  The Parties agree and understand  that in
                  the course of operating the Power Station  unscheduled outages
                  and  emergencies  may  occur  and  that  the  Seller  shall be
                  entitled to completely shutdown or partially reduce the output
                  of the Power  Station for periods of time during such  events.
                  Seller will use reasonable  efforts to notify Purchaser of any
                  unscheduled outages, emergencies or other reductions in output
                  of the Power  Station in accordance  with the  Interconnection
                  and Dispatch Contract.


ARTICLE 6.        MEASUREMENT OF ELECTRICAL ENERGY

6.01              Installation and Maintenance of Meters

         (a)      Installation: Seller and Purchaser will each install one meter
                  at the  Metering  Point.  Both  the  Seller's  meter  and  the
                  Purchaser's  meter  shall be  capable of  measuring  the Power
                  Station  output  in  appropriate   units  at  one  (1)  minute
                  intervals.

         (b)      Testing and  Calibration:  The Parties shall test the metering
                  equipment as needed,  but no less than twice per year.  If the
                  difference  between the  measurement by the Seller's meter and
                  the  Purchaser's  meter is more than plus or minus  two-tenths
                  (0.2)  of  one  (1%)   percent,   the  Parties  shall  perform
                  calibration  maintenance  on  the  metering  equipment.   When
                  calibrating the metering equipment, voltage transformers,  and
                  current  transformers,  the Parties  shall achieve an accuracy
                  level no lower than specified in the following standards:

                  (i)      Active Power  Metering  System - IEC 687 -1980 (Class
                           0.25)

                  (ii)     Voltage Transformer - IEC (Class 0.2)

                  (iii)    Current Transformer -IEC (Class 0.2)

                  A Party will be  notified in advance by the other Party of any
                  calibration maintenance intended to be undertaken by the other
                  Party  and  will  be  permitted  to  attend  all  testing  and
                  calibration.

6.02              Measurement of Electrical Energy

         (a)      All  measurement of electrical  energy  delivered by Seller to
                  Purchaser  under this  Contract  will be made at the  Metering
                  Point by suitable kilowatt hour meters.

         (b)      In  any  month,   if  the  number  of  KWHs  measured  by  the
                  Purchaser's  meter  is  different  from  the  number  of  KWHs
                  measured  by the  Seller's  meter by more  than  plus or minus
                  two-tenths  (.2) of one  (1%)  percent,  the  meters  shall be
                  recalibrated   as  described  in  Article  6.01  (b)  and  the
                  measurement  of  electrical  energy  used for the  purpose  of
                  submitting an invoice to the Purchaser  shall be calculated as
                  described in Article 6.02(d) below.

         (c)      Subject to 6.02(b) above, the measurement of electrical energy
                  used for the purpose of submitting an invoice to the Purchaser
                  shall be the Purchaser's meter.

         (d)      In the event of a difference in the measured KWHs as described
                  in Article  6.01(b)  above,  the  measured  KWHs from the more
                  accurate  meter,  as  determined  by the testing  described in
                  Article  6.01 (b)  above,  shall be used  for the  purpose  of
                  submitting an invoice to the Purchaser.


ARTICLE 7.        PRICING

                  The  Parties  agree  that  the  price  for  electrical  energy
                  delivered in accordance  with this Contract  shall be based on
                  and in  accordance  with  Article  8 hereof  and the  Electric
                  Tariff Adjustment Method attached as Appendix D hereto.


ARTICLE 8.        PAYMENT CALCULATIONS

8.01              Payment for Annual Minimum Quantity Energy

                  In each calendar  year, all electrical  energy  delivered,  in
                  accordance with  instructions from the Dispatch Center, by the
                  Seller to the Purchaser shall be considered part of the Annual
                  Minimum  Quantity  until the sum of the  delivered  electrical
                  energy equals the Annual Minimum Quantity.  For all electrical
                  energy  delivered  by the Seller to the  Purchaser  under this
                  Contract,  the  Purchaser  agrees  to pay  the  Seller,  a fee
                  calculated as follows:

                                      [***]

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

8.02              Payment for Failure to take the Annual Minimum Quantity

                  The  Purchaser  shall be  obligated  to  purchase  the  Annual
                  Minimum  Quantity.  If (i) the Purchaser or the Grid fails for
                  any reason to accept the  electrical  energy made available by
                  the Seller or (ii) the  Dispatch  Center fails in any calendar
                  year to  dispatch  the Power  Station to meet the  Purchaser's
                  obligation to purchase the Annual Minimum  Quantity,  and as a
                  consequence,   the  annual   quantity  of  electrical   energy
                  delivered  to the Point of  Delivery  is less than the  Annual
                  Minimum Quantity, the Purchaser agrees to pay the Seller a fee
                  which  shall be based on the  difference  between  the  actual
                  electrical  energy  delivered  in the  calendar  year  and the
                  Annual Minimum  Quantity.  The fee payable by Purchaser  under
                  this  Article 8.02 shall be invoiced by Seller to Purchaser in
                  January of each year. Such fee shall be calculated as follows:

                                      [***]

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

8.03              Payment for Additional Sales

                  Seller  shall make  available  as much  additional  electrical
                  energy, above the Annual Minimum Quantity, to the Purchaser as
                  is consistent with Prudent Electrical Practices, the technical
                  limits of the Power Station, the safe and prudent operation of
                  the Power Station and the Dispatch  Provisions.  The Purchaser
                  agrees  to   purchase,   in   accordance   with  the  Dispatch
                  Provisions,  all the additional  electrical energy,  above the
                  Annual  Minimum   Quantity,   made  available  by  the  Seller
                  calculated as follows:

                                      [***]

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

8.04              Failure to Accept Electrical Energy

                  Beginning on the Commencement of Operations  Date,  during any
                  month in which the  Power  Station  is  available  to  deliver
                  electrical  energy for more than [***] hours, if the Purchaser
                  fails at any time and for any  reason to  accept  [***] MWH of
                  electrical  energy from the Power  Station in such month,  the
                  Purchaser  shall  pay  the  Seller  in each  such  month a fee
                  calculated as follows:

                                      [***]

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

                  In the event that the sum of the electrical energy,  delivered
                  by the Seller in a calendar year and paid for by the Purchaser
                  in  accordance  with Article 8.01 hereof,  is greater than the
                  Annual  Minimum  Quantity,  the  Seller  shall  repay  to  the
                  Purchaser,  all payments made to the Seller under this Article
                  8.04  in the  month  of  January  following  the  end of  such
                  calendar year,  plus interest  accrued at the rate of [***]
                  per day on such amount.

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

8.05              Electricity Fee Payments

         (a)      On 26th, 27th or 28th day of each calendar  month,  the Seller
                  shall read the electric  meters in  accordance  with Article 6
                  hereof  and  calculate  the  amount  due  from  Purchaser  for
                  electric energy made available in accordance with Article 8.01
                  hereof.  The  Purchaser  shall have the right to  witness  the
                  reading of the meters by the Seller.

         (b)      Invoices: On the fifth day of each calendar month, Seller will
                  deliver  an  invoice  to the  Purchaser  detailing  the  total
                  payment due from Purchaser  pursuant to Article 8.01,  Article
                  8.02,  Article 8.03 and Article 8.04 hereof  (collectively the
                  "Electricity Fee").

         (c)      Disputes:  Should  there  be  a  dispute  concerning  invoiced
                  amounts of the Electricity Fee,  Purchaser agrees to remit the
                  full amount of the invoice.  Upon  resolution  of the dispute,
                  any sum to be refunded to Purchaser will be paid together with
                  interest at a rate of [***]  percent per day.  Interest  will
                  accrue from the date Purchaser paid the invoice until the date
                  on which the amount is refunded to the Purchaser.

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

         (d)      Payment: Subject to the terms of this Contract, Purchaser will
                  pay to Seller  each  amount  shown on  invoices  submitted  by
                  Seller.  Such payments  made by Purchaser  will be made before
                  the twentieth  (20th) day of each  calendar  month without any
                  withholding  or  deduction.  All payments by the  Purchaser to
                  Seller  hereunder,  shall be made free and clear of all taxes,
                  charges,   duties,  and  any  other  governmental  extractions
                  imposed on the Purchaser.

         (e)      Delinquent Payments:  If any amount payable of the Electricity
                  Fee is not paid on or  before  the  specified  due  date,  the
                  delinquent  amount  shall  accrue  interest at a rate of [***]
                  percent  per day,  until  the date on  which  such  delinquent
                  amount and the accrued interest thereof is received by Seller.

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

ARTICLE 9.        TERM AND TERMINATION

9.01              Term

                  This Contract shall have a term (the "Term") commencing on the
                  date this  Contract is executed  and  delivered by the Parties
                  hereto and expiring on the fifteenth  (15)  anniversary of the
                  Commencement of Operations Date, unless terminated  earlier in
                  accordance with the provisions of this Contract.  If the Power
                  Station is able to generate electrical energy, but through the
                  fault of the Purchaser or an event of Force Majeure, is unable
                  to deliver the  electrical  energy or must reduce the delivery
                  of the electrical energy, for an aggregate of thirty (30) days
                  in any one calendar year during the term of the Contract, this
                  Contract shall be extended for a period equal to the period of
                  such reduction or suspension of service.

9.02              Defaults and Termination

         (a)      Seller's  Defaults:  Any of the  following  events  shall be a
                  default  by Seller  under  this  Contract  unless  such  event
                  occurred as a result of Purchaser's  breach of its obligations
                  hereunder:

                  (i)      Seller   becomes   bankrupt  or  insolvent  and  such
                           circumstances  continue  unremedied  for ninety  (90)
                           days;

                  (ii)     Seller abandons the Power Station for a period of six
                           (6) months;

                  (iii)    Seller  inexcusably  fails to  generate  and  deliver
                           electrical  energy to  Purchaser  for a period of one
                           hundred  twenty  (120)  consecutive  days;   provided
                           however,  the Seller  shall not be in default if such
                           failure  on the part of Seller is due to  Purchaser's
                           or the Grid's failure to accept  electrical energy or
                           is due to the  failure  of  the  Dispatch  Center  to
                           dispatch  the Power  Station in  accordance  with the
                           Interconnection  and Dispatch Contract,  or is due to
                           the failure of the Fuel  Supplier to deliver  fuel to
                           the  Power  Station  in  accordance   with  the  Fuel
                           Contract, or is due to an insurable event or an event
                           of Force Majeure; or

                  (iv)     Seller   materially   breaches  any  other   material
                           obligation under this Contract and such circumstances
                           continue  unremedied  for a  period  of  one  hundred
                           eighty (180) days.

         (b)      Purchaser's  Defaults:  Any of the following events shall be a
                  default by the Purchaser under this Contract unless such event
                  occurred  as a result of  Seller's  breach of its  obligations
                  hereunder:

                  (i)      Except in the event that the Seller has failed to pay
                           any taxes or fees due and payable, any PRC Government
                           Authority  (including,  without  limitation any Price
                           Bureau)  either (A) revokes or  substantially  alters
                           any license, permit, or approval previously issued to
                           the Seller or (B) fails to approve the Current Tariff
                           or fails to approve  any  adjustment  in the  Current
                           Tariff required to be made hereunder or in accordance
                           with the Electric Tariff Adjustment Method;

                  (ii)     an  event  of  default  of the  Fuel  Supplier  under
                           Article 11.2 of the Fuel Contract occurs;

                  (iii)    Purchaser  is dissolved  or  reorganized  pursuant to
                           law; provided however,  the Purchaser shall not be in
                           default if the newly  formed  organization  expressly
                           assumes Purchaser's obligations described herein, the
                           provisions  of Article 13.01 are  satisfied,  and the
                           financial condition of such newly formed organization
                           is fully acceptable and satisfactory to Seller;

                  (iv)     Purchaser  fails to make a payment in accordance with
                           this  Contract and such  non-payment  continues for a
                           period of thirty  (30) days  following  its due date;
                           provided  that the  Seller  shall  have the  right to
                           suspend   delivery  of   electrical   energy  to  the
                           Purchaser after ten (10) days of such non-payment;

                  (v)      Purchaser  materially  breaches  any  other  material
                           obligation under this Contract and such circumstances
                           continue  unremedied  for one  hundred  eighty  (180)
                           days; or

                  (vi)     a   breach   by   the   Dispatch    Center   of   the
                           Interconnection and Dispatch Contract.

         (c)      Procedures for Termination: Following the occurrence of one of
                  the   defaults   described   in  Section   9.02   above,   the
                  non-defaulting  Party may elect to terminate  this Contract as
                  follows:

                  (i)      The  Party  exercising  its  right to  terminate  the
                           Contract  will  notify  the  defaulting  Party of its
                           intent to  terminate.  Such notice  will  specify the
                           default or breach in reasonable detail.

                  (ii)     Upon  receipt of the  termination  notice,  the Party
                           charged with  defaulting  under this  Contract  shall
                           have ninety (90) days,  or ten (10) days in the event
                           of failure to make any  payment  in  accordance  with
                           this  Contract,  to cure,  mitigate  or  resolve  the
                           default.  If the Party  charged  with  breaching  the
                           Contract has failed to cure, mitigate or resolve such
                           default within the prescribed cure period,  the Party
                           exercising its right to terminate this Contract shall
                           have the right to serve final  notice of  termination
                           to the defaulting Party.

         (d)      Termination  Charge:  In  the  event  that  this  Contract  is
                  terminated  prior to the end of the Term, the following  shall
                  apply:

                  (i)      If the Seller abandons the Power Station prior to the
                           Commencement of Operations Date of the Power Station,
                           then no termination charge shall be paid.

                  (ii)     If Seller  terminates this Contract on account of the
                           default described in Article 9.02(b)(ii) and receives
                           full payment of the  termination  charge set forth in
                           Appendix  C  of  the  Fuel  Contract  from  the  Fuel
                           Supplier, then no additional termination charge shall
                           be payable by the  Purchaser.  In any such case,  all
                           rights,  title and  ownership  of the  Power  Station
                           shall be  transferred  as provided for under the Fuel
                           Contract   and  the  Seller  shall  have  no  further
                           obligation to the Purchaser under this Contract.

                  (iii)    In all other  cases,  (including  termination  by the
                           Purchaser  pursuant  to  Article  9.02(a)  above) the
                           Purchaser  agrees  to pay the  Seller  a  termination
                           charge as  calculated in Appendix C which is attached
                           hereto  within  thirty  (30) days of  receipt  of the
                           final  notice of  termination  described  in  Article
                           9.02(c)(ii).  Upon full  payment  of the  termination
                           charge, all rights, title, and ownership of the Power
                           Station  shall be  transferred  by the  Seller to the
                           Purchaser  and  the  Seller  shall  have  no  further
                           obligation to the Purchaser under this Contract.

         (e)      Remedies upon  Termination:  The Party exercising its right to
                  terminate this Contract may pursue other remedies available to
                  it at law or equity or otherwise.  The provisions contained in
                  this Article  9.02 (d) and Article 9.02 (e) shall  survive the
                  termination of this Contract.


ARTICLE 10.       INDEMNIFICATION

10.01             Indemnification

                  Seller and  Purchaser  hereby agree to indemnify and hold each
                  other,   and   their   respective   agents,   employees,   and
                  representatives  harmless,  with  respect to loss or damage to
                  persons  or  property  arising  from  the  gross   negligence,
                  inexcusable  failure to act, bad faith, or willful  misconduct
                  in  connection  with  such  Party's   performance  under  this
                  Contract.


ARTICLE 11.       GOVERNING LAW AND DISPUTE RESOLUTION

11.01             Governing Law

                  The  validity,   interpretation  and  implementation  of  this
                  Contract will be in  accordance  with the laws of the People's
                  Republic of China where such laws are  published  and publicly
                  available.  In the event there is no  published  and  publicly
                  available  law in the People's  Republic of China  governing a
                  particular matter under this Contract,  reference will be made
                  to general international commercial practices.

11.02             Change of Law

                  Purchaser agrees to indemnify and hold Seller harmless for any
                  financial impact on Seller's rights or obligations  under this
                  Contract  attributable  to a  Change  of Law.  In the  event a
                  Change of Law adversely  affects Seller's  expected  financial
                  benefit  under  this   Contract,   the  Purchaser   agrees  to
                  compensate Seller by adjusting the Current Tariff as set forth
                  in the Electric Tariff Adjustment Method.

11.03             Friendly Consultations

                  In the event of any dispute, controversy, or claim arising out
                  of or relating to this Contract, or the breach, termination or
                  invalidity thereof,  the disputing Party shall provide written
                  notice  thereof to the other Party.  The Parties shall attempt
                  in the first instance to resolve such dispute through friendly
                  consultations.

11.04             Arbitration

         (a)      If the dispute is not resolved by friendly consultation within
                  60 days after  notice of a dispute  is given by a Party,  then
                  any Party may submit the dispute for final binding arbitration
                  by the Beijing City Arbitration Commission, in accordance with
                  its rules then in force. The arbitration  proceedings shall be
                  held  in  Mandarin  Chinese  and  English.  The  site  of  the
                  arbitration  shall be Beijing.  Should  there exist a conflict
                  between the rules of the Beijing City  Arbitration  Commission
                  and the  provisions of this  Contract,  the provisions of this
                  Contract will prevail.

         (b)      There shall be three (3)  arbitrators.  All three  arbitrators
                  shall speak both Mandarin  Chinese and English.  Purchaser and
                  Seller shall each appoint (1)  arbitrator  within  thirty (30)
                  days  of the  date of the  request  to  initiate  arbitration.
                  Within thirty (30) days from the  appointment of the second of
                  the  Parties'  arbitrators,  the  Parties'  arbitrators  shall
                  appoint a third  arbitrator  who  shall,  in  addition  to his
                  duties  as  arbitrator,  act as  chairman  of the  arbitration
                  tribunal. Arbitrators not appointed within the time limits set
                  forth  in this  Article  11.04(b)  shall be  appointed  by the
                  Secretary General of the  International  Center for Settlement
                  of Investment Disputes.  The Parties hereby waive and renounce
                  any right to appeal the award of the  arbitration  panel or to
                  have any question of law or fact  referred to a court or other
                  forum in the People's  Republic of China except in furtherance
                  of enforcing the award of the arbitration panel.

         (c)      The award of the  arbitration  panel shall be issued not later
                  than sixty days  following the close of hearings by the panel.
                  The  arbitration  award  shall be  final  and  binding  on the
                  Parties  and shall not be subject to appeal to any court.  The
                  Parties agree to be bound thereby and to act accordingly.

         (d)      The  costs of  arbitration  shall  be  borne by each  Party as
                  designated in the arbitration award.

11.05             Continuing Rights and Obligations

                  Whenany   dispute  occurs  and  is  the  subject  of  friendly
                  consultations,  or arbitration,  the Parties shall continue to
                  exercise their remaining  respective rights, and fulfill their
                  remaining respective obligations under this Contract.

11.06             Enforcement of Award

                  The Parties  acknowledge  that any award rendered  pursuant to
                  Article 11.04 hereof shall be governed by the 1958  Convention
                  on the  Recognition  and  Enforcement  of Foreign  Arbitration
                  Awards of the United  Nations.  The award shall be enforceable
                  in any court that has  jurisdiction  over the losing  Party or
                  over the property of the losing Party.

11.07            Waiver of Sovereign Immunity Defense

                  In any arbitration proceeding, any legal proceeding to enforce
                  any  arbitration  award and in any legal  action  between  the
                  Parties  pursuant to or relating to this Contract,  each Party
                  expressly  waives the defense of  sovereign  immunity  and any
                  other defense  based on the fact or  allegation  that it is an
                  agency or instrumentality of a sovereign state.


ARTICLE 12.       FORCE MAJEURE

12.01             Definition of Force Majeure

                  "Force   Majeure"  means  all  events  which  are  beyond  the
                  reasonable  control  of the  Parties  to  this  Contract.  For
                  purposes  of  this  Contract,  events  of  Force  Majeure  are
                  reasonably  unforeseen,  unavoidable or insurmountable  events
                  which arise after execution of this Contract and which prevent
                  total or partial  performance  by any Party.  Such events will
                  include  but not be  limited  to the  following,  earthquakes,
                  typhoons,  flood,  fire, any other natural disaster,  strikes,
                  political  disturbances,  wars,  or any other  instance  which
                  cannot be reasonably  foreseen,  prevented or controlled.  For
                  purposes of this Contract,  events of Force Majeure shall also
                  include  those  events  considered  Force  Majeure  in general
                  international  commercial  practice and under any agreement or
                  contract  for  the  supply  of  fuel  to  the  Power   Station
                  (including,  without  limitation,  any event of force  majeure
                  under the Fuel  Contract),  and any event which  results in an
                  interruption  in the  supply  of  fuel to the  Power  Station,
                  whether or not it was foreseeable.  The Purchaser shall not be
                  entitled  to claim  Force  Majeure due to any Change of Law or
                  due to any act of any PRC  Government  Authority or due to any
                  decrease in the demand for  electrical  energy in the People's
                  Republic  of China or due to any  increase  in the  supply  of
                  electrical  energy in the  People's  Republic  of  China.  The
                  Seller  shall be entitled  to claim  Force  Majeure due to any
                  Change  of  Law or due  to  any  act  of  any  PRC  Government
                  Authority  which  prevents  the  Seller  from  performing  its
                  obligations  hereunder or prevents  the Seller from  realizing
                  the economic benefits accruing to it under this Contract.

    12.02     Parties' Obligations Upon Occurrence of Force Majeure

                  (i)      If  the  occurrence  of an  event  of  Force  Majeure
                           prevents  a Party  from  fulfilling  its  obligations
                           under this  Contract,  the Party will be excused from
                           performing such obligations provided:

                           (a)      Suspension of  performance  is of no greater
                                    scope  and  no  longer   duration   than  is
                                    reasonably required to correct  consequences
                                    caused by the event of Force Majeure; and

                           (b)      The affected Party's  remaining  obligations
                                    not  affected by the event of Force  Majeure
                                    will not be excused.

                  (ii)     The Parties agree to take all reasonable precautions,
                           due care,  and  reasonable  measures to mitigate  the
                           consequences of a Force Majeure event.

12.03             Notification Requirement

                  In the event either Party is unable to fulfill its obligations
                  under this Contract as a result of Force  Majeure,  such Party
                  will promptly notify the other Party.  Such  notification will
                  state the nature of the event, the anticipated  duration,  and
                  any action taken by the affected Party to mitigate the effect.

12.04             Change of Circumstances

                  Notwithstanding  anything herein to the contrary, if any event
                  of Force Majeure  affecting the operation of the Power Station
                  or the  performance  of the  obligations  of the  Contract  by
                  either or both of the Parties  continues  for a period  longer
                  than one hundred and eighty  consecutive  (180) days (any such
                  event  or  circumstance  in  this  Article  12.04  hereinafter
                  referred to as a "Change of Circumstances"),  the Seller shall
                  give notice to the  Purchaser  thereof  and the Parties  shall
                  meet and  endeavor  to agree to  amendments  to this  Contract
                  which will  permit  Seller to realize  substantially  the same
                  benefits and Capital  Return as it would have received had the
                  Change of Circumstances not occurred. If after sixty (60) days
                  following the  commencement of a Change of  Circumstances,  no
                  such agreement to amend the Contract has been reached,  Seller
                  shall be entitled  upon  written  notice to the  Purchaser  to
                  terminate this Contract. In any such case of termination,  the
                  Purchaser shall pay the Seller a termination charge calculated
                  in accordance  with Appendix C which is attached hereto within
                  thirty (30) days following  Purchaser's receipt of such notice
                  of  termination.  Upon full  payment by the  Purchaser  of the
                  termination  charge,  all rights,  title, and ownership of the
                  Power  Station  shall  be  transferred  by the  Seller  to the
                  Purchaser and the Seller shall have not further  obligation to
                  Purchaser hereunder.


ARTICLE 13.       ASSIGNMENT

13.01             Assignment

                  Neither  Party  may  assign  or  transfer  any of its  rights,
                  benefits or obligations  under this Contract without the prior
                  written consent of the other Party, except as follows:

         (a)      Purchaser's  Rights of  Assignment:  Purchaser  may assign its
                  rights and  obligations  under this  Contract  to a  successor
                  statutory  body.  The  successor  statutory  body must provide
                  financial guarantees  satisfactory to Seller demonstrating the
                  successor's ability to continue Purchaser's  obligations under
                  this Contract. In addition, the successor statutory body must,
                  prior to any such assignment,  expressly agree with the Seller
                  in writing to be fully bound by  Purchaser's  obligations  set
                  forth in this Contract.

         (b)      Seller's  Rights of  Assignment:  Seller may assign its rights
                  and obligations under this Contract to any parent, subsidiary,
                  shareholder(s) or affiliate.  Such assignment would be for the
                  purpose  of  constructing,  owning  and  operating  the  Power
                  Station.  In addition,  the assignee must  expressly  agree in
                  writing to be fully bound by Seller's obligations set forth in
                  this Contract.  Upon such assignment,  Seller will be relieved
                  of all obligations  herein.  Seller may also assign its rights
                  under this Contract,  including its right to receive  revenues
                  from the sale of  electrical  energy under this  Contract,  as
                  security to financial institutions or other lenders of debt or
                  equity to the Power  Station.  Upon  such  assignment  of this
                  Contract   and   through   enforcement   by   such   financial
                  institutions  or other  lenders  of their  rights  under  such
                  security  assignment or upon  assumption of the obligations of
                  the Seller by such  financial  institutions  or other lenders,
                  such assignees shall have the right to perform all of Seller's
                  obligations under this Contract.


ARTICLE 14.       MISCELLANEOUS PROVISIONS

14.01             Notices

                  Any  notice  or  written  communication  provided  for in this
                  Contract  by any  Party  to the  other  Party  will be sent by
                  facsimile,  telegram or telex,  and confirmed by delivery of a
                  letter by courier service,  promptly transmitted and addressed
                  to  the  appropriate  Party.  For  notices  or  communications
                  delivered  by courier  service,  such notice of  communication
                  will be considered received twelve (12) days after such notice
                  or communication is given to the courier service for delivery.
                  For  notices  or   communications   dispatched  by  facsimile,
                  telegram  or  telex,  such  notice  or  communication  will be
                  considered   received  two  (2)  days  after  such  notice  or
                  communication was dispatched.  All notices and  communications
                  will be sent to the appropriate addresses set forth in Article
                  3 of this  Contract  until  the same is  changed  by notice in
                  writing to and acknowledged by the other Party.

14.02             Binding Effect; Amendment

                  This  Contract  is made  for  the  benefit  of and is  legally
                  binding on the Parties and their respective  lawful successors
                  and  assignees.  This  Contract  may be  changed,  amended  or
                  modified only by a written instrument signed by both Parties.

14.03             Language

                  This  Contract  will be executed and delivered in both Chinese
                  and English.  Both language  versions of this Contract will be
                  equally authentic and effective.

14.04             Confidentiality

                  Both  Parties  agree  that  all   information   and  documents
                  (financial,  technical  or  otherwise)  which are not publicly
                  available  and which are  obtained  by one Party  will be kept
                  confidential  by  the  other  Party.  Furthermore,  except  as
                  required by law, such  information  and documents  will not be
                  disclosed  to any other  person  or  entity,  other  than such
                  Party's advisers,  consultants, and lenders and their advisers
                  and  consultants  without  the prior  written  approval of the
                  Party from whom the information or documents originated.

14.05             Severability

                  If  any  section,  paragraph,  clause  or  provision  of  this
                  Contract  is  finally  adjudicated  by a  court  of  competent
                  jurisdiction to be invalid, the remainder of this Contract, to
                  the extent reasonably possible,  will remain in full force and
                  effect as though such section,  paragraph, clause or provision
                  or any part thereof so adjudicated to be invalid, had not been
                  included herein.

14.06             Entire Contract

                  This  Contract  and  the  Electric  Tariff  Adjustment  Method
                  constitute  the entire  agreement  between  the  Parties  with
                  respect to the subject  matter  contained  herein and therein.
                  This  Contract  and  the  Electric  Tariff  Adjustment  Method
                  supersede   all   prior   and   contemporaneous   discussions,
                  negotiations,  agreements  and  contracts  between the Parties
                  concerning  their  subject  matter.  In the event of  conflict
                  between  the  terms and  conditions  of the  Contract  and the
                  Electric Tariff  Adjustment  Method on one hand, and the terms
                  and conditions of the Interconnection and Dispatch Contract on
                  the other,  the terms and  conditions  of the Contract and the
                  Electric Tariff Adjustment Method shall prevail.

14.07             Effectiveness

                  Notwithstanding   any   provision  to  the  contrary  in  this
                  Contract,  Seller's  obligations  under this Contract shall be
                  subject to the Seller's written  confirmation  that each party
                  to  the  Joint   Venture   Contract   has  made  its   initial
                  contribution of registered capital to the Seller in accordance
                  with the terms and conditions of the Joint Venture Contract.

14.08             Insurance

                  Seller shall maintain insurance  coverages equal to or greater
                  than  those  defined  in  Article  17.02 of the Joint  Venture
                  Contract.





IN WITNESS  WHEREOF,  and  intending  to be legally  bound,  each of the Parties
hereto have caused this Contract to be executed and to become effective by their
duly authorized representatives as of the date first set forth above.


SIGNATURES

For the Purchaser:




              [Signature Illegible]
              ---------------------------------------
              By:

              Date:
              Name:
              Title:


For the Seller:




              [Signature Illegible]
              ----------------------------------------
              By:

              Date:
              Name:
              Title:






                                   APPENDIX A.

                     INTERCONNECTION AND DISPATCH CONTRACTS



                      INTERCONNECTION AND DISPATCH CONTRACT

This  Interconnection  and Dispatch Contract (the "Contract") is entered into as
of  -------------  July 1996 between  Sichuan Power  Dispatch  Bureau  ([Chinese
text])  ("Dispatcher")  and  Chengdu  AES KAIHUA  Gas  Turbine  Power Co.,  Ltd.
([Chinese text])  ("Seller").  Terms not otherwise defined herein shall have the
meaning  given to them in the Power  Purchase  Contract  between  Chengdu  Huaxi
Electric  Power  Shareholding  (Group)  Company  Ltd. and Chengdu AES KAIHUA Gas
Turbine Power Co., Ltd. (the "Power Purchase Contract").

I.       Conditions for Interconnection

         The Dispatcher  agrees to the integration of the Power Station into the
         operations of the Dispatcher's transmission system and of the Grid upon
         the fulfillment of the following conditions:

         A.       The  Power  Station  shall  possess,  but be not  limited  to,
                  following technical conditions:

                  1.       All the  generating  equipment  in the Power  Station
                           shall  be in good  condition,  with  the  ability  to
                           maintain a continuous and steady output,

                  2.       The Power  Station  shall  have a  comprehensive  and
                           reliable relay  protection  apparatus,  with adequate
                           safeguards in operation for circuits of 110 kilovolts
                           and above,

                  3.       In  order  to  meet  the   requirements  of  dispatch
                           communications  and the  transmission of information,
                           there shall be two independent ways of communications
                           between the Power Station and Dispatch Center,

                  4.       There shall be installed at the Power  Station to the
                           satisfaction   of  the   Dispatcher   telemetry  data
                           equipment   in   accordance   with  the   codes   and
                           specifications  issued by the  Ministry  of  Electric
                           Power of the People's Republic of China, and

                  5.       All electric energy metering  equipment  installed at
                           the Power  Station  shall be capable of measuring the
                           on-grid  output of the Power  Station in  appropriate
                           units at one (1) minute intervals.

         B.       The technology utilized and operational  management procedures
                  employed at the Power Station shall be in compliance  with the
                  regulations and stipulations of electric power industry in the
                  People's  Republic of China,  and with the requirements of the
                  Grid.

         C.       The  operations  of the Power  Station  shall be in accordance
                  with Prudent Electrical Practices at all times.

II.      Dispatch Management

         A.       Commencing on the  Commencement of Operations  Date, the Power
                  Station will be available for dispatch by the Dispatcher.

         B.       The Seller  and  Dispatcher  agree  that the Power  Station is
                  normally to be dispatched as a peaking power plant. The Seller
                  and  Dispatcher  further  agree that the Power Station will be
                  dispatched  by the  Dispatch  Center at its  maximum  capacity
                  allowed consistent with international  operating standards and
                  within the limits  recommended by  manufacturers  of the Power
                  Station's equipment (hereinafter referred to as the "Technical
                  Limits")  and Prudent  Electrical  Practices.  The  Dispatcher
                  agrees  that  notwithstanding  the needs of the Grid during an
                  emergency,  the Dispatcher  shall request the Power Station to
                  operate according to Paragraph 2.3 below.

         C.       Dispatcher  agrees that at a minimum,  it shall  dispatch  the
                  Power  Station a sufficient  number of hours so that the Power
                  Station  can  deliver  the  Annual  Minimum  Quantity  to  the
                  Purchaser  as  such  term is  defined  in the  Power  Purchase
                  Contract.

         D.       The Seller shall  accept and comply with the unified  dispatch
                  of the Power Station by the Dispatcher in accordance with this
                  Contract.  In case of an  emergency  that might pose a risk to
                  life  and/or   safety  of  the  Power   Station's   equipment,
                  preventative  measures may be taken by the Seller's  personnel
                  in  accordance   with   acceptable   international   operating
                  standards and equipment  manufacturers'  recommended operating
                  procedures and without prior instructions from the Dispatcher.
                  The  Dispatcher's  personnel  on duty shall be informed of the
                  situation requiring emergency actions as soon as possible.

         E.       The Seller's duty officer or other employee  posted on duty at
                  the  Power  Station  shall  never  hide  the  truth  from  the
                  Dispatcher's  personnel,  and shall report factually and reply
                  accurately to any inquiries by the  Dispatcher's  personnel on
                  duty.

         F.       The Dispatcher  shall inform the Seller of a Grid emergency as
                  soon as possible  after it occurs and when  normal  operations
                  may be resumed.

         G.       Seller shall be  responsible  for providing to the  Dispatcher
                  any operational planning  documentation given to the Purchaser
                  by the Seller at the time such  documentation  is given to the
                  Purchaser by the Seller.

         H.       The Dispatcher  shall issue such dispatch  instructions as are
                  necessary  to allow the  Seller and the  Purchaser  to perform
                  their obligations under the Power Purchase Contract.


III.     Dispatch Parameters

         A.       During each calendar year, the Dispatcher shall issue dispatch
                  orders so that the number of KWHs  delivered  by the Seller to
                  the  Purchaser  shall be equal to or  greater  than the Annual
                  Minimum Quantity as defined in the Power Purchase Contract.

         B.       When the Power Station is  operational,  the Dispatcher  shall
                  request  the Power  Station  to  deliver  one-hundred  percent
                  (100%) of the Net Station Capacity.

         C.       The  Dispatcher  shall  not  request  that the  Power  Station
                  increase or decrease the  capacity of the energy  delivered by
                  the Power  Station in a manner that would  result in operating
                  the Power Station's equipment  inconsistent with international
                  operating  standards,  Prudent  Electrical  Practices  and the
                  Technical Limits.

         D.       Except in the case of a Grid emergency,  the Dispatcher  shall
                  not cycle the Power Station between full load and no load more
                  than twice in a 24 hour period.


IV.      Dispatch Schedule

         A.       In order for the Seller to plan its  purchase  of fuel  needed
                  for the generation of electricity by the Power Station, and to
                  plan the scheduling of  maintenance  and overhaul of the Power
                  Station's  equipment,  the Seller  shall  provide the Dispatch
                  Center  sixty  (60) days prior to the  beginning  of each year
                  with a  schedule  of the  availability  of the  Power  Station
                  during the  following  year and its  planned  outages.  Before
                  December  31st of each year,  the  Seller  and the  Dispatcher
                  shall  mutually  agree on a schedule of  availability  for the
                  Power Station for the following year.

         B.       Ten (10) days prior to the beginning of each month,  and three
                  (3) days prior to the  beginning of each week,  the Seller and
                  the  Dispatch  Center  shall  confirm  by  written  notice  or
                  facsimile sent to each other the availability  schedule of the
                  Power Station for the following month or week, as the case may
                  be.   The  Seller  and  the   Dispatch   Center  may   propose
                  modifications to such monthly and weekly availability schedule
                  provided  such   modifications  are  consistent  with  Prudent
                  Electrical  Practices and the Technical Limits. To the fullest
                  extent  possible,  such  modifications  shall be made so as to
                  minimize costs to the Seller.

         C.       Each day,  prior to 12:00 noon on such day,  the Seller  shall
                  inform by facsimile the Dispatcher of the Net Station Capacity
                  available for the following day.

         D.       Each day, prior to 5:00 p.m. on such day, the Dispatch  Center
                  shall confirm by facsimile its request for  electricity  to be
                  delivered on the following day.

         E.       As the need for an unplanned  outage arises,  the Seller shall
                  promptly  provide  notice thereof to the Dispatcher as soon as
                  such need arises  along with an  estimate of its cause,  scope
                  and duration.  The Seller and the Dispatch  Center shall agree
                  on a modification  of the  availability  schedule of the Power
                  Station to take into  account  such  unplanned  outage.  If an
                  unplanned  outage  occurs  after  November  1st of any year in
                  which the Seller has not delivered the Annual Minimum Quantity
                  to the Purchaser, the Dispatcher shall use its best efforts to
                  issue dispatch  instructions to the Seller to permit the Power
                  Station to deliver an amount of energy equal to the  shortfall
                  resulting  from such outage to the  Purchaser by no later than
                  April 1st of the following year.


V.       Miscellaneous

         A.       The  performance of the obligations of the Dispatch Center and
                  the Seller  hereunder shall be subject to relief on account of
                  an event of Force  Majeure in the same  manner and to the same
                  extent as, in the case of the  Dispatch  Center,  the scope of
                  the relief  available to the Purchaser for Force Majeure under
                  the Power  Purchaser  Contract  and in the case of the Seller,
                  the scope of relief  available to the Seller for Force Majeure
                  under the Power Purchaser Contract.

         B.       The term of this Contract shall be the same as the Term of the
                  Power Purchaser Contract.

         C.       The Seller shall have the right to assign this Contract in the
                  same way and to the same  extent as its  right to  assign  the
                  Power Purchaser Contract.

         D.       Any dispute arising out of or inconnection  with this Contract
                  shall  be  resolved  in  accordance  with the  procedures  for
                  dispute  resolution  set forth in  Article  11.04 of the Power
                  Purchase  Contract.  In the event of a  conflict  between  the
                  terms  and  conditions  of this  Contract  and the  terms  and
                  conditions of the Power Purchase Contract,  the Seller and the
                  Dispatch  Center shall amend this Contract in accordance  with
                  the terms and conditions of the Power Purchase Contract.

         E.       This Contract is effective as of the date first written above.






IN WITNESS  HEREOF,  and intending to be legally bound,  the Dispatch Center and
the  Seller  have  affixed  below  the  signatures  of  their  duly   authorized
representatives.



For the Dispatch Center:                       For the Seller:

By:                                             By:
  -----------------------------                   ------------------------------
Name:                                           Name:
Title:                                          Title:






               SUPPLEMENTAL INTERCONNECTION AND DISPATCH CONTRACT


This  Supplemental  Interconnection  and Dispatch  Contract (the  "Contract") is
entered  into as of ------  July 1996  between  Sichuan  Power  Dispatch  Bureau
([Chinese  text])  ("Dispatcher")  and Chengdu AES KAIHUA Gas Turbine Power Co.,
Ltd. ([Chinese text]) ("Seller").  Terms not otherwise defined herein shall have
the meaning given to them in the Power  Purchase  Contract (the "Power  Purchase
Contract")  between  Chengdu Huaxi Electric Power  Shareholding  (Group) Company
Ltd. ([Chinese text]) ("Purchaser") and the Seller.

The Dispatcher and the Seller (the "Parties") acknowledge that they have entered
into the  Interconnection and Dispatch Contract dated as of ---------- July 1996
(the  "Interconnection and Dispatch Contract") and that all terms and conditions
therein  (as  amended or  supplemented  by Article 5 below ) are  binding on the
Parties.

1.       Conditions for Interconnection

         The conditions for interconnection  shall be the same as those found in
         Article 1 of the Interconnection and Dispatch Contract.

2.       Dispatch Management

         The dispatch  management shall be the same as found in Article 2 of the
         Interconnection and Dispatch Contract.

3.       Dispatch Parameters

         The dispatch  parameters  shall be the same as those found in Article 3
         of the Interconnection and Dispatch Contract.

4.       Dispatch Schedule

         The  dispatch  schedule  shall be the same as found in Article 4 of the
         Interconnection and Dispatch Contract.

5.       Supplemental Dispatch

         5.1      In accordance  with the Power  Purchase  Contract,  the Seller
                  anticipates  and desires to have dispatch orders issued by the
                  Dispatcher  allowing  the Seller to  deliver to the  Purchaser
                  additional energy above the Annual Minimum Quantity as defined
                  in the Power Purchase Contract.

         5.2      In  accordance  with  Article  4 of  the  Interconnection  and
                  Dispatch  Contract,  the Seller and the Dispatch  Center shall
                  agree on a number  of KWH above the  Annual  Minimum  Quantity
                  (the  "Supplemental  Energy") that the Seller shall deliver to
                  the Purchaser each year.

         5.3      The Dispatcher  agrees to issue additional  dispatch orders in
                  accordance  with Articles 2 and 3 of the  Interconnection  and
                  Dispatch  Contract  so that the Power  Station can deliver the
                  Supplemental Energy to the Purchaser.

         5.4      The Seller agrees to pay the  Dispatcher a fee of ----% of the
                  Current  Tariff for each KWH of  Supplemental  Energy that the
                  Seller delivers to the Purchaser.

6.       Miscellaneous

         6.1      The  performance of the obligations of the Dispatch Center and
                  the Seller  hereunder shall be subject to relief on account of
                  an event of Force  Majeure in the same  manner and to the same
                  extent as, in the case of the  Dispatch  Center,  the scope of
                  the relief  available to the Purchaser for Force Majeure under
                  the Power Purchase Contract and in the case of the Seller, the
                  scope of relief  available  to the  Seller  for Force  Majeure
                  under the Power Purchase Contract.

         6.2      The term of this contract shall be the same as the Term of the
                  Power Purchase Contract.

         6.3      The Seller has the right to assign  this  Contract in the same
                  way and to the same  extent as its  right to assign  the Power
                  Purchase Contract.

         6.4      Any dispute arising out of or in connection with this Contract
                  shall be resolve in accordance with the procedures for dispute
                  resolution  set forth in Article  11.04 of the Power  Purchase
                  Contract.  In the event of a  conflict  between  the terms and
                  conditions  of this  Contract and the terms and  conditions of
                  the Power  Purchase  Contract,  the  Seller  and the  Dispatch
                  Center shall amend this Contract in accordance  with the terms
                  and conditions of the Power Purchase Contract.

         6.5      This Contract is effective as of the date first written above.





IN WITNESS  HEREOF,  and intending to be legally bound,  the Dispatch Center and
the  Seller  have  affixed  below  the  signatures  of  their  duly   authorized
representatives.



For the Dispatch Center:                    For the Seller:


By:                                          By:
  ----------------------------                 ------------------------------
  Name:                                        Name:
  Title:                                       Title:




                                   APPENDIX B.

                      METERING POINT AND POINT OF DELIVERY


The Metering  Point shall be same as the Point of Delivery.  The Metering  Point
and the Point of Delivery  shall be on the low voltage side bushings of the main
step up transformer after the feed to the station service transformer.


                                    [DIAGRAM]




                                   APPENDIX C.

                               TERMINATION CHARGE


The termination charge payable by the Purchaser shall be calculated as follows:

                                     [***]

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



                                   APPENDIX D.

                                       THE

                        ELECTRIC TARIFF ADJUSTMENT METHOD

                                       FOR

                         CHENGDU AES KAIHUA GAS TURBINE
                                 POWER CO., LTD.



Section 1.        Preamble

After  friendly  consultation  conducted in  accordance  with the  principles of
equality and mutual benefit, the following parties  (hereinafter  individually a
"Party" and collectively the "Parties") agree to this ELECTRIC TARIFF ADJUSTMENT
METHOD  (hereinafter  referred to as the "Method").  The  implementation  of the
Method shall be the  responsibility  of the Chengdu City Price  Control  Bureau,
registered in Chengdu City, Sichuan Province, People's Republic of China ("Price
Bureau").

         The Parties to this Method are:

(a) Chengdu Huaxi Electric Power  Shareholding  (Group)  Company Ltd.  ([Chinese
text]),  registered in Chengdu City, Sichuan Province,  the People's Republic of
China  with its legal  address  at Renmin  Nan Lu,  Chengdu,  Sichuan  Province,
People's Republic of China ("Purchaser").

         Legal Representative of Purchaser:

         Name:
         Title:
         Nationality:    Chinese

(b) Chengdu AES KAIHUA Gas Turbine Power Co., Ltd. ([Chinese text]),  registered
in Chengdu City, Sichuan Province, the People's Republic of China with its legal
address in the Economic  Development Zone, Chengdu,  Sichuan Province,  People's
Republic of China ("Seller").

         Legal Representative of Seller:

         Name:  Qu Delin
         Title:  Chairman of the Board
         Nationality:    Chinese


Section II.       Mutual Representations and Warranties

Each of the Purchaser and the Seller  represents  and warrants that it possesses
full  power and  authority  and the legal  right to enter into and abide by this
Method and to perform its obligations herein.


Section III.      Definitions:

Unless otherwise defined herein,  any capitalized term used in this Method shall
have the  meaning  given to such term in the  Power  Purchase  Contract  between
Chengdu Huaxi Electric Power  Shareholding  (Group) Company Ltd. and Chengdu AES
KAIHUA  Gas  Turbine  Power Co.,  Ltd.,  dated as of  __________  July 1996 (the
"Contract").


Section IV.       Purpose:

The  purpose  of this  Method is to set forth the manner in which the tariff for
electrical energy delivered from the Power Station to the Purchaser  pursuant to
the Contract is to be  determined  and  adjusted.  The unit price in RMB per KWH
which shall be payable by the Purchaser for electrical energy delivered from the
Power Station to the Purchaser  pursuant to the Contract shall be, as determined
and adjusted by this Method, referred to in this Method and defined for purposes
of the Contract, as the "Current Tariff".

Section V.        Budget:

         A.       Initial Budget

                  Prior to the Commencement of Operations  Date,  Seller's board
                  of directors shall prepare a budget (the "Initial Budget") for
                  the costs Seller  estimates  will be incurred  with respect to
                  the Power Station from the  Commencement of Operations Date to
                  the end of the  calendar  year in which  the  Commencement  of
                  Operations  Date occurs ("First Tariff  Period").  The Initial
                  Budget shall contain  specific  line items and cost  estimates
                  for the various  components  of the Current  Tariff  which are
                  defined   in   Section  6  hereof,   and  where   appropriate,
                  adjustments  to such costs for  fluctuations  in the  exchange
                  rate.  The amounts in the Initial  Budget which are adopted by
                  the Seller's board of directors,  as adjusted for fluctuations
                  in the exchange rate,  shall be the basis for  determining the
                  initial   Current   Tariff  which  shall  be  payable  by  the
                  Purchaser.  Such  amounts in the Initial  Budget also shall be
                  the basis for any adjustments to the initial Current Tariff to
                  be made  pursuant to Section 8 hereof  during the First Tariff
                  Period.

         B.       Subsequent Budgets

                  Prior to the end of the First Tariff Period,  and prior to the
                  end of each  calendar  year  following  the  end of the  First
                  Tariff  Period,  (each  calendar year following the end of the
                  First  Tariff  Period  being  hereinafter  referred  to  as  a
                  "Subsequent  Tariff Period"),  the Seller's board of directors
                  shall  prepare a new budget (a  "Subsequent  Budget")  for the
                  costs the Seller  estimates  will be incurred  with respect to
                  the Power Station in the applicable  Subsequent Tariff Period.
                  The  Subsequent  Budget shall contain  specific line items and
                  cost  estimates  for the  various  components  of the  Current
                  Tariff  defined  in Section 6 hereof,  and where  appropriate,
                  adjustments  to such costs for  fluctuations  in the  exchange
                  rate. It shall also contain an adjustment for the  differences
                  from  year to  year  between  actual  costs  incurred  and the
                  budgeted costs.  The amounts in a Subsequent  Budget which are
                  adopted by the Seller's  board of  directors,  as adjusted for
                  fluctuations  in the  exchange  rate  and for the  differences
                  between  actual  and  budgeted  costs,  shall be the basis for
                  determining  the Current  Tariff which shall be payable by the
                  Purchaser  in  applicable   Subsequent  Tariff  Periods.  Such
                  amounts in a Subsequent Budget also shall be the basis for any
                  adjustments  to the  Current  Tariff  to be made  pursuant  to
                  Section 8 hereof  during  such  applicable  Subsequent  Tariff
                  Period.


Section VI.       Current Tariff:

The  Current  Tariff  shall be  calculated  in  accordance  with  the  following
equation:

                                     [***]

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

Section VII.      Price Bureau Approval of the Current Tariff:

The Seller  shall  provide  the Price  Bureau  with a  statement  detailing  the
calculation  of the  initial  Current  Tariff  ninety  (90)  days  prior  to the
Commencement  of Operations  Date and detailing any  subsequent  Current  Tariff
ninety (90) days prior to the beginning of each calendar year following the year
in which the  Commencement  Date of Operations  occurs.  The statement  shall be
accompanied by the Initial Budget or the Subsequent  Budget, as the case may be,
certified as having been adopted by the Seller's  board of directors.  The Price
Bureau shall  approve the initial  Current  Tariff as  calculated by this Method
prior to the  Commencement  of Operations Date and it shall approve a subsequent
Current  Tariff  prior to each  calendar  year to which such  Current  Tariff is
intended to apply.  The Seller estimates that the initial Current Tariff will be
[***]. The initial  Current Tariff shall be determined  based on the
Seller's  actual  investment  in  the  Power  Station  at  the  Commencement  of
Operations Date in accordance with the Method.


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

Section VIII.     Mid-Year Current Tariff Adjustments:

If during the Term, in any year,  there is a Significant  Change in Costs (which
for  purposes of this  Method  shall be defined as a five  percent  (5%) or more
increase in Fuel Costs beyond the amounts budgeted for Fuel Costs in the Initial
Budget or applicable  Subsequent  Budget,  as the case may be), such Significant
Change in Costs shall be reflected in a corresponding  adjustment to the Current
Tariff. Such adjustment shall be made such that all of the Significant Change in
Costs is paid for by the  Purchaser and the Seller's  Capital  Return is no less
after  such  adjustment  is  made  as it  was  prior  to the  occurrence  of the
Significant  Change in Costs.  The Price  Bureau  shall  consider  the  Seller's
application  for such an  adjustment  and shall  inform  the Seller of the Price
Bureau's  decision on the mid-year Current Tariff  adjustment  within sixty (60)
days of the Seller's submission of the application for such adjustment.


Section IX.       Obligations of the Purchaser:

The  Purchaser  agrees to accept  from the Seller  all  electrical  energy  made
available by the Power Station in accordance  with the terms of the Contract and
to pay for all such  electrical  energy made available from the Power Station in
accordance with the terms of the Contract and this Method.


Section X.        Obligations of the Seller:

Seller agrees to make available to the Purchaser all electrical  energy from the
Power Station in accordance with the terms of the Contract.


Section XI.       Effectiveness:

Notwithstanding  any  provision  to the contrary in the Contract or this Method,
Seller's  obligations under this Method shall be subject to the Seller's written
confirmation  that each party to the Joint Venture Contract has made its initial
contribution  to the  registered  capital of the Seller in  accordance  with the
terms and conditions of the Joint Venture Contract.


Section XII.      Disputes:

Any dispute  arising out of or in connection  with this Method shall be resolved
in accordance  with the procedures  for dispute  resolution set forth in Article
11.04 of the Contract.






IN WITNESS  WHEREOF,  and intending to be legally bound, the Parties hereto have
each affixed the signatures of their duly authorized representatives.


SIGNATURES:

Agreed to and Accepted by:

                  Chengdu Huaxi Electric Power Shareholding (Group) Company Ltd.



                  ---------------------------------------
                  Name:
                  Title:



Agreed to and Accepted by:

                  Chengdu AES KAIHUA Gas Turbine Power Co., Ltd.



                  ---------------------------------------
                  Name:
                  Title:





                           SCHEDULE 1 - CAPITAL RETURN

--------------------------------------------------------------------------------
                     YEAR             CAPITAL RETURN
--------------------------------------------------------------------------------
                     1                US$[***]
--------------------------------------------------------------------------------
                     2                US$[***]
--------------------------------------------------------------------------------
                     3                US$[***]
--------------------------------------------------------------------------------
                     4                US$[***]
--------------------------------------------------------------------------------
                     5                US$[***]
--------------------------------------------------------------------------------
                     6                US$[***]
--------------------------------------------------------------------------------
                     7                US$[***]
--------------------------------------------------------------------------------
                     8                US$[***]
--------------------------------------------------------------------------------
                     9                US$[***]
--------------------------------------------------------------------------------
                     10               US$[***]
--------------------------------------------------------------------------------
                     11               US$[***]
--------------------------------------------------------------------------------
                     12               US$[***]
--------------------------------------------------------------------------------
                     13               US$[***]
--------------------------------------------------------------------------------
                     14               US$[***]
--------------------------------------------------------------------------------
                     15               US$[***]
--------------------------------------------------------------------------------

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


         Note:  This  table  has been  calculated  on the date the  Contract  is
executed based on the assumption that the total  investment in the Power Station
is  US$36.904  million.  The  actual  amounts  of the  Capital  Return  shall be
recalculated by the Seller prior to the Commencement of Operations Date based on
the Seller's  actual  investment in the Power Station.  To the extent any of the
amounts in this table are denominated in United States Dollars,  for purposes of
calculating the Current Tariff,  they shall be converted into RMB at the rate of
exchange prevailing on the date of conversion.