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Articles of Agreement

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2003
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ARTICLES OF AGREEMENT
                                     [LOGO]
                                       KCR
                              [CHINESE CHARACTERS]

                       KOWLOON-CANTON RAILWAY CORPORATION
                              EAST RAIL EXTENSIONS

                              CONTRACT NO. LCC-202
                   WEST SECTION ALIGNMENT AND ASSOCIATED WORKS

                              ARTICLES OF AGREEMENT

17 December 2002                                            Contract No. LCC-202



                              ARTICLES OF AGREEMENT

THIS AGREEMENT is made the       day of      2003.

BETWEEN:

(1)       KOWLOON-CANTON RAILWAY CORPORATION of KCRC House, No. 9, Lok King
          Street, Fo Tan, Shatin, New Territories, Hong Kong (together with its
          successors and assigns, "the Employer"); and

(2)       MAEDA CORPORATION of 10-26, Fujimi 2-0chome, Chiyoda-ku, Tokyo, Japan,
          a company incorporated in and in accordance with the laws of Japan.

WHEREAS:

(A)       The Employer requires the Works to be executed as part of the Project
          and has accepted the Tender.

(B)       The Contractor has agreed to execute the Works.

NOW IT IS HEREBY AGREED as follows:

1.        In consideration of the payments to be made by the Employer to the
          Contractor as hereinafter mentioned, the Contractor hereby covenants
          with the Employer to execute the Works in accordance with the
          Contract.

2.        The Employer hereby covenants to pay to the Contractor in
          consideration of the execution of the Works the Final Contract Sum or
          such other sums as may be payable to the Contractor in accordance with
          the Contract at the times and in the manner prescribed by the
          Contract.

3.        The Contract comprises the entire agreement between the parties hereto
          relating to the transactions provided for therein and supersedes any
          previous agreements between the parties relating thereto or any part
          thereof. Save to the extent that any statement, condition,
          qualification, warranty, representation or undertaking made in the
          Tender, or in any discussion or correspondence thereon or relating
          thereto, is expressly incorporated in the Contract, the same is not so


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