Lech Kownacki, Pres. & Mnging Dir., EnergoBaltic Sp.z.o.o., Ul. Stary Dwor 9, 80-758 Gdansk, PO; Tel: 48-58-301-4514, Fax: 48-58-301-1321

B -- ENERGOBALTIC GAS FIRED CO-GENERATION PLANT AND TOWN HEATING NETWORK TECHNICAL ASSISTANCE POC Evangela Kunene, USTDA, 1621 N. Kent Street, Suite 200, Arlington, VA 22209-2131, Tel: (703) 875-4357, Fax: (703) 875-4009 EnergoBaltic invites the submission of qualifications and proposal data (collectively referred to as the "Proposal") from interested U.S. firms which are qualified on the basis of experience and capability to provide Technical Assistance for the provision of transaction structuring and financial advisory services, legal expertise in drafting required project agreements, and procurement management support for a privately owned and operated gas-fired co-generation plant and district heating network in northern Poland. The project sponsor is a private company, EnergoBaltic, whose corporate headquarters are located in Gdansk, Poland. They intend to utilize high caloric value natural gas presently being flared at an oil production platform situated in the Baltic Sea approximately 75 kilometers north of the town of Wladyslawowo. This production platform is owned by PetroBaltic, which is one of the largest shareholders in EnergoBaltic. The proposed first phase of the project will consist of the following major components: a gas separation/compressor station; 75 kilometers of 4 = inch coiled tubing pipe from the platform to the onshore plant site; a gas-fired combined cycle co-generation plant rated at 15MW electrical and 25MW thermal; and, a thermal heating network for the seaside town of Wladyslawowo which has a year round population of 12,000 and 50,000 in summer. The electricity generated from this facility will be sold to the regional distribution company, Energa Gdansk Kompania Energetyczna Spolka Akcyjna, under the terms and conditions of a long-term power purchase agreement. Thermal energy will be sold either to the municipality under a long-term off-take agreement or directly to residential, commercial, and industrial users in the town. To date, a feasibility report has been completed, and preliminary draft power purchase and fuel supply agreements have been negotiated. This project is the first of what could ultimately become two or possibly three phases at the same site, depending on the availability ofadditional supplies of associated gas from PetroBaltic's current offshore exploration and drilling program in the same vicinity. The project sponsor has approached TDA for grant funding assistance for financial advisory, legal, and procurement management support services to assist in completing all remaining development activities in preparation for taking this project to financial close. In addition, EnergoBaltic is seeking an American technical partner who is also interested in becoming a major investor in the joint venture project company. Therefore, the ideal candidate for this consulting engagement is either an integrated team comprised of an internationally recognized financial advisory firm, law firm, and possibly consulting engineering firm that can also readily recruit such a major partner during the course of this work, or else a combination of a developer/investor from the outset and an internationally recognized law firm. In any case, a corresponding Polish law firm is deemed essential as part ofeither team approach. The Polish law firm will be eligible to receive compensation from the proceeds of this TDA grant award. The principle tasks and activities to be performed under this award include:(1) Development of a Appropriate Transaction Structure and Term Sheets;(2) Preparation of a Proposed Project Implementation Plan and Revised Schedule;(3) Development of a Sound Financing Structure Including Preliminary Financing Plan;(4) Preparation of the Project Information Memorandum and Loan Application Assistance;(5) Development of Draft Project Agreements and Tariff Negotiating Strategies;(6) Provision of Procurement Management Support Including Preparation of RFP Package. The total estimated cost of the project over the duration of the proposed six-month engagement period is $400,000, utilizing private sector billing rates for senior staff and complying with U.S. Government travel regulations and per diem rates. The U.S. firm selected will be paid in U.S. dollars from a $275,000 grant to the Grantee from the U.S. Trade and Development Agency (TDA). The U.S. Contractor selected will be asked to commit to a Success Fee Agreement with TDA. This agreement states that the Contractor shall refund to TDA the total amount of the TDA-disbursed Grant funds as a "Success Fee" if the Contractor or any of its parent(s), subsidiary(s), or affiliate(s) or any of its Study team members: (a) takes an equity position in, or (b) commits its own financial resources (as evidenced by the first outlay of implementation funds) for, or (c) receives the first drawdown of funds from a public or private financial institution, or other person or entity acting as a financier, for the Project, or any related project based substantially upon the Study, from the date this Agreement is signed by both partied until December 31, 2005 ("Measurement Period"). Refund by Contractor of the total amount of TDA-disbursed Grant funds must be made regardless of the amount of equity, outlay, or drawdown. A detailed Request for Proposals (RFP), which includes requirements for the Proposal, the Terms of Reference, and a background definitional mission report are available from TDA, at 1621 N. Kent Street, Suite 300, Arlington, VA 22209-2131. Requests for the RFP should be faxed to the IRC, TDA at 703-875-4009. In the fax, please include your firm's name, contact person, address, and telephone number. Some firms have found that RFP materials sent by U.S. mail do not reach them in time for preparation of an adequate response. Firms that want TDA to use an overnight delivery service should include the name of the delivery service and your firm's account number in the request for the RFP. Firms that want to send a courier to TDA to retrieve the RFP should allow one hour after faxing the request to TDA before scheduling a pick-up. Please note that no telephone requests for the RFP will be honored. Please check your internal fax verification receipt. Because of the large number of RFP requests, TDA cannot respond to requests for fax verification. Requests for RFPsreceived before 4:00 PM will be mailed the same day. Requests received after 4:00 PM will be mailed the following day. Please check with your courier and/or mail room before calling TDA. Only U.S. firms and individuals may bid on this TDA financed activity. Interested firms, their subcontractors and employees of all participants must qualify under TDA's nationality requirements as of the due date for submission of qualifications and proposals and, if selected to carry out the TDA-financed activity, must continue to meet such requirements throughout the duration of the TDA-financed activity. All goods and services to be provided by the selected firm shall have their nationality, source and origin in the U.S. or host country. The U.S. firm may use subcontractors from the host country for up to 20 percent of the TDA grant amount. Details of TDA's nationality requirements and mandatory contract clauses are also included in the RFP. Interested U.S. firms should submit their Proposal in English directly to the Grantee by 4:00p.m., August 20, 1999 at the above address. Evaluation criteria for the Proposal are included in the RFP. Price will not be a factor in contractor selection, and therefore, cost proposals should NOT be submitted. The Grantee reserves the right to reject any and/or all Proposals. The Grantee also reserves the right to contract with the selected firm for subsequent work related to the project. The Grantee is not bound to pay for any costs associated with the preparation and submission of Proposals. Posted 07/13/99 (I-SN353449). (0194)

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