RAIN FOREST TRUST FUND GRANT AGREEMENT. (Forest Resources Management Project) between FEDERATIVE REPUBLIC OF BRAZIL. and

Public Disclosure Authorized CONFORMED COPY RFT GRANT NUMBER TF21961 Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized RAIN FOREST TRUST FUND GRANT AGREEMENT (Forest Resources Management Project) between FEDERATIVE REPUBLIC OF BRAZIL and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT acting as Trustee of the Rain Forest Trust Fund Dated April 16, 1997 RFT Grant Number TF21961 RAIN FOREST TRUST FUND GRANT AGREEMENT

AGREEMENT, dated April 16, 1997, between FEDERATIVE REPUBLIC OF BRAZIL (the Recipient) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank) acting as trustee of grant funds provided by certain members of the Bank into the Rain Forest Trust Fund (RFT) (the Bank in such capacity to be referred to as the Trustee). WHEREAS (A) the Bank, pursuant to Resolution No. 92-45 of March 31, 1992, of the Executive Directors of the Bank (the Resolution), established the RFT, to assist in the financing of a pilot program with the overall objective of maximizing the environmental benefits of Brazil s rain forests in a manner consistent with its developmental goals through the implementation of a sustainable development approach that will contribute to a continuing reduction of the rate of deforestation; WHEREAS (B) certain members of the Bank (the Donors) have provided resources by way of grants into the RFT and the Donors have requested the Bank, and the Bank has agreed, to administer such grant funds as trustee, for the purposes of, and in accordance with, the provisions of the Resolution; WHEREAS (C) the Recipient, having satisfied itself as to the feasibility and priority of the Project described in Schedule 2 to this Agreement, has requested assistance from the resources of the RFT in the financing of the Project, and the Trustee has determined that such assistance would be in accordance with the provisions of the Resolution; WHEREAS (D) the Recipient intends to receive from the Federal Republic of Germany, through the Kreditanstalt für Wiederaufbau (KfW), additional funds from the Federal Republic of Germany for the purposes of further financing the Project (the KfW Grant), on the terms and conditions set forth in an agreement to be entered between the Recipient and KfW (the KfW Agreement); WHEREAS (E) the Recipient intends to receive from the United Kingdom Overseas Development Administration (ODA), additional funds from the United Kingdom for the purposes of further financing the Project (the ODA Grant), on the terms and conditions set forth in an agreement to be entered between the Recipient and ODA (the ODA Agreement); WHEREAS (F) the Recipient intends to obtain from the Deutsche Gesellschaft für Technische Zusammenarbeit (GTZ), technical assistance for the implementation of the Project, on terms and conditions set forth in agreements, including the GTZ Agreement, to be entered into between the Recipient and GTZ; WHEREAS the Trustee has agreed, on the basis, inter alia, of the foregoing, to extend the RFT Grant to the Recipient upon the terms and conditions set forth in this Agreement;

NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. (a) The following provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated January 1, 1985, with the modifications set forth in paragraph (b) of this Section (the General Conditions) constitute an integral part of this Agreement: (i) Article I; (ii) Sections 2.01 (1), (2), (3), (4), (6), (8), (9), (10), (11), (15), (18) and (20), 2.02 and 2.03; (iii) Section 3.01; (iv) Section 4.01 and the first sentence of Section 4.09; (v) Article V; (vi) Sections 6.01, 6.02 (c), (d), (e), (f), (i) and (k), 6.03, 6.04 and 6.06; (vii) Section 8.01 (b); (viii) Sections 9.01 (a) and (c), 9.04, 9.05, 9.06, 9.07, 9.08 and 9.09; (ix) Sections 10.01, 10.03 and 10.04; (x) Article XI; and (xi) Sections 12.01, 12.03 and 12.04. (b) The General Conditions shall be modified as follows: (i) (ii) the term "Bank", wherever used in the General Conditions, other than in Sections 2.01 (8) and 6.02 (f) thereof and the use of such term in Section 5.01 (a) thereof (as modified below), means the Trustee; the term "Borrower", wherever used in the General Conditions, means the Recipient;

(iii) (iv) (v) (vi) the term "Loan Agreement", wherever used in the General Conditions, means this Agreement; the term "Loan", wherever used in the General Conditions, means the RFT Grant; the term "Loan Account" wherever used in the General Conditions, means the RFT Grant Account, an account opened by the Trustee on its books in the name of the Recipient to which the amount of the RFT Grant is credited; the second sentence of Section 5.01 is modified to read as follows: Except as the Trustee and the Recipient shall otherwise agree, no withdrawals shall be made: (a) on account of expenditures in the territories of any country which is not a member of the Bank or for goods produced in, or services supplied from, such territories; or (b) for the purpose of any payment to persons or entities, or for any import of goods, if such payment or import, to the knowledge of the Bank, is prohibited by a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations; and (vii) paragraph (d) of Section 6.02 shall read as follows: (d) The Trustee shall have suspended in whole or in part the right of the Recipient to make withdrawals under any grant agreement between the Recipient and the Trustee providing for a grant out of the proceeds of the Rain Forest Trust Fund, because of a failure by the Recipient to perform any of its obligations under such agreement. Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions and in the Recitals to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings: (a) Annual Action Plan means each of the plans referred to in Section 3.01 (b) (iii) of this Agreement; (b) Beneficiary means any entity in the Recipient s public or private sector responsible for the carrying out of a Subproject (as such term is hereinafter defined); (c) Pilot Forest Activities Control and Monitoring System means a set of two plans containing strategies for the enforcement of the corresponding environmental laws and regulations for each Terra Firme and Várzea Areas (as such terms are

hereinafter defined); (d) IBAMA means Instituto Brasileiro do Meio Ambiente e dos Recursos Naturais Renováveis, the Recipient s institute for the environment and renewable natural resources, established pursuant to the Recipient s Law No. 7,735 of February 22, 1989; (e) Implementation Agreement means the agreement referred to in Section 3.01 (b) of this Agreement; (f) IPAAM means Instituto de Proteção do Amazonas, the Recipient s State of Amazonas institute for environmental protection; (g) IPAAM Agreement means the agreement referred to in Section 3.01 (b) (vii) of this Agreement; (h) Legal Amazon means the area defined in the Recipient s Law No. 5,173 of October 27, 1966, within which the Brazilian Floresta Amazônica referred to in paragraph 4 of Article 225 of the Brazilian Federal Constitution is located; (i) MMA means Ministério do Meio Ambiente, Recursos Hídricos e da Amazônia Legal, the Recipient s Ministry of Environment, Water Resources and the Legal Amazon; (j) PCU means the Project coordination unit referred to in Section 3.01 (b) (i) of this Agreement; (k) SECTAM means Secretaria de Ciência e Tecnologia e do Meio Ambiente do Pará, the Recipient s State of Pará environmental agency; (l) SECTAM Agreement means the agreement referred to in Section 3.01 (b) (vii) of this Agreement; (m) Agreement; Special Account means the account referred to in Section 2.02 (b) of this (n) Subproject means any project approved by the Trustee to be carried out under Part B.1 of the Project, which meets, inter alia, the following eligibility criteria: (i) innovative forest management technology; (ii) potential for demonstration and replication; (iii) environmental sustainability; (iv) participation of the affected populations, social viability and social benefits; (v) impact on development of sustainable management and use of forest resources; (vi) potential financial and economic viability; and (vii) technical capacity, leadership and commitment of the executing institution; (o) Tapajós Commission means the commission referred to in Section 3.01 (b) (viii) (A) of this Agreement;

(p) Tapajós National Forest means the national forest created pursuant to the Recipient s Decree No. 73,684 of February 19, 1974; (q) Terra Firme Area means an area of upland forests located in the Recipient s State of Pará with location and dimensions satisfactory to the Trustee; (r) UNDP Agreement means the agreement with UNDP referred to in Section 3.05 (a) of this Agreement; and (s) Várzea Area means an area of both upland and flooded forests located in the Recipient s State of Amazonas with location and dimensions satisfactory to the Trustee. ARTICLE II The RFT Grant Section 2.01. The Trustee agrees to make available to the Recipient, on the terms and conditions set forth or referred to in this Agree-ment, the RFT Grant in the amount of two million dollars ($2,000,000). Section 2.02. (a) The amount of the RFT Grant may be withdrawn from the RFT Grant Account in accordance with the provisions of Schedule 1 to this Agreement for expenditures made (or, if the Trustee shall so agree, to be made) in respect of the reasonable cost of goods and services required for carrying out the Project and to be financed out of the proceeds of the RFT Grant. (b) The Recipient shall, for the purposes of the Project, open and maintain in dollars a special deposit account in a commercial bank on terms and conditions satisfactory to the Trustee, including appropriate protection against set off, seizure or attachment. Deposits into, and payments out of, the Special Account shall be made in accordance with the provisions of Schedule 4 to this Agreement. Section 2.03. The Closing Date shall be April 30, 2002 or such later date as the Trustee shall establish. The Trustee shall promptly notify the Recipient of such later date. Section 2.04. The Minister of MMA, or the person or persons designated in writing by such Minister, are designated as representatives of the Recipient for the purposes of taking any action required or permitted to be taken under the provisions of Section 2.02 (a) of this Agreement and Article V of the General Conditions. ARTICLE III

Execution of the Project Section 3.01. (a) The Recipient declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement, and, to this end, shall through MMA, carry out Part A of the Project and cause IBAMA to carry out the other Parts of the Project; all with due diligence and efficiency and in conformity with appropriate administrative, engineering, managerial, financial and forestry practices and with due regard to ecological and environmental factors, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) The Recipient shall, through MMA, enter into an agreement, satisfactory to the Trustee, with IBAMA (the Implementation Agreement), providing for the participation of IBAMA in the carrying out of Parts B, C, D and E of the Project, such agreement to provide, inter alia, that IBAMA shall: (i) establish and thereafter maintain, in the municipality of Manaus, a coordination unit (the PCU) with responsibilities, structure and functions, all satisfactory to the Trustee, and with management and staff in adequate numbers and with adequate qualifications, for the purposes of, inter alia, coordinating Project implementation; (ii) throughout the course of Project implementation, maintain a consultative commission for the purposes of advising IBAMA on, and assessing, the Project implementation, including the approval of Annual Action Plans and of the technical and financial reports on the Project, such commission to be composed as set forth in MMA s Portaria no. 61 of July 12, 1996; (iii) prior to the beginning of each of the annual reviews referred to in paragraph (b) (v) of this Section, furnish to the Trustee, with the assistance of MMA, an annual plan (the Annual Action Plan), satisfactory to the Trustee, describing, inter alia, the Project activities to be carried out during the next calendar year and specifying the indicators to be used in the monitoring of such activities, such plan to take into account, in respect to Part D of the Project, any recommendation made by the Tapajós Commission; (iv) with the assistance of the MMA in respect of Part A of the Project, and without limitation to Section 9.07 of the General Conditions, furnish to the Trustee not later than March 31 and September 30 of each year until the completion of the Project implementation, reports on the progress of the Project during the six month period preceding the date of each such report, of such scope and in such detail as the Trustee may reasonably request; (v) with the participation and assistance of the MMA, and without limitation to Section 9.01 of the General Conditions, hold, at the request of the Trustee, once each year until the completion of the Project, a review with the Trustee on the progress of the

Project during the twelve month period preceding the date of each such review and based on the reports referred to in paragraph (b) (iv) of this Section. The request for any such review shall be sent by the Trustee to the Recipient at least thirty days before such review is to take place; (vi) for the purposes of the carrying out of Subprojects, enter into arrangements, satisfactory to the Trustee, with each Beneficiary to regulate such Beneficiary s participation in the carrying out of its corresponding Subproject; (vii) for the purposes of carrying out Part C of the Project: (A) enter into agreements, satisfactory to the Trustee, with IPAAM and SECTAM (the IPAAM Agreement and the SECTAM Agreement), respectively, such agreements to provide inter alia for the participation of IPAAM and SECTAM in those activities under Part C of the Project which are related to the Várzea Area and to the Terra Firme Area, respectively; and (B) not later than 36 months after the Effective Date, furnish to the Trustee for comments, the Pilot Forest Activities Control and Monitoring System and thereafter implement such system after taking into account the comments made by the Trustee thereon; and (viii) for the purposes of carrying out Part D of the Project: (A) maintain, throughout the course of Project implementation, a commission (the Tapajós Commission), to be composed as set forth in MMA s Portaria no. 61 of July 12, 1996, for the purposes of advising IBAMA on, and assessing, the implementation of Part D of the Project, and making recommendations for the preparation of the Annual Action Plans; (B) not later than 18 months after the Effective Date, furnish to the Trustee and thereafter implement a plan, satisfactory to the Trustee, for the utilization of the Tapajós National Forest, stipulating, inter alia, the activities which are forbidden to be carried out within such National Forest, such plan to be prepared by taking into account the recommendations of the local communities of such National Forest; (C) not later than 18 months after the Effective Date, furnish to the Trustee and thereafter implement a zoning plan, satisfactory to the Trustee, for the Tapajós National Forest, detailing, inter alia, the activities to be carried out for the development of such National Forest and for the management of its natural resources, such plan to be prepared by taking into account the recommendations of the local communities of such National Forest; and (D) not later than 24 months after the Effective Date, furnish to the Trustee, for comments, the ecotourism plan referred to in Part D.4 of the Project, and thereafter implement such plan after taking into account the comments made by the Trustee thereon. Section 3.02. Except as the Trustee shall otherwise agree, procurement of the goods and consultants' services required for the Project and to be financed out of the proceeds of the RFT Grant shall be governed by the provisions of Schedule 3 to this Agreement. Section 3.03. For the purposes of carrying out Part A of the Project, the Recipient shall, through MMA, not later than 60 days after the ODA Agreement has

become effective, establish and thereafter maintain a forestry sector study group comprised of professionals with adequate experience and qualifications, such group to have adequate responsibilities, structure and functions. Section 3.04. Without limitation to Section 3.01 (a) of this Agreement, the Recipient shall, not later than November 15 of each year until the completion of the Project, furnish to the Trustee evidence, satisfactory to the Trustee, that the Recipient shall have allocated in its budget proposal for the next succeeding year the amounts required for the carrying out of the Project in such year. Section 3.05. For the purposes of procuring the goods and consultants services required for the carrying out of the Project, the Recipient may use the services of: (a) the United Nations Development Program, through an agreement (the UNDP Agreement) satisfactory to the Trustee; or (b) any other entity satisfactory to the Trustee, through an agreement satisfactory to the Trustee. Section 3.06. The Recipient shall exercise its rights and comply with its obligations under the Implementation Agreement, the IPAAM Agreement, the SECTAM Agreement and the UNDP Agreement (or other agreement referred to in Section 3.05 (b) of this Agreement) in such a manner as to protect the interests of the Recipient and the Trustee and to accomplish the purposes of the RFT Grant, and except as the Trustee shall otherwise agree, the Recipient shall not assign, amend, abrogate, waive or fail to enforce any of such agreements or any provision thereof. ARTICLE IV Financial Covenants Section 4.01. (a) The Recipient shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project. (b) The Recipient shall: (i) (ii) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Trustee; furnish to the Trustee as soon as available, but in any case not later than six months after the end of each such year, the report of such audit by said auditors, of such scope and in such detail as the Trustee shall have reasonably requested; and

(iii) furnish to the Trustee such other information con-cerning said records and accounts and the audit thereof as the Trustee shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the RFT Grant Account were made on the basis of statements of expenditure, the Recipient shall: (i) (ii) (iii) (iv) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; retain, until at least one year after the Trustee has received the audit report for the fiscal year in which the last withdrawal from the RFT Grant Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; enable the Trustee s representatives to examine such records; and ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. ARTICLE V Remedies of the Trustee Section 5.01. Pursuant to Section 6.02 (k) of the General Conditions, the following additional event is specified, namely, that subject to Section 5.02 of this Agreement, the right of the Recipient to withdraw the proceeds of the KfW Grant or of the ODA Grant, respectively, shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the KfW Agreement or of the ODA Agreement, respectively. Section 5.02. Section 5.01 of this Agreement shall not apply if the Recipient establishes to the satisfaction of the Trustee that: (a) such suspension, cancellation or termination is not caused by the failure of the Recipient to perform any of its obligations under the KfW Agreement or under the ODA Agreement, respectively; and (b) adequate funds for the Project are available to the Recipient from other sources on terms and conditions consistent with the obligations of the Recipient under this Agreement.

ARTICLE VI Effectiveness; Termination Section 6.01. The following events are specified as additional conditions to the effectiveness of this Agreement within the meaning of Section 12.01 (c) of the General Conditions: (a) that the PCU has been established; and (b) that the UNDP Agreement (or other agreement referred to in Section 3.05 (b) of this Agreement), the Implementation Agreement, the KfW Agreement and the ODA Agreement have become effective. Section 6.02. This Agreement shall continue in effect until the parties to this Agreement have fulfilled all their obligations hereunder. ARTICLE VII Representative of the Recipient; Addresses Section 7.01. The Minister of Finance of the Recipient is designated as representative of the Recipient for the purposes of Section 11.03 of the General Conditions. Section 7.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Recipient: Procuradoria Geral da Fazenda Nacional Esplanada dos Ministérios - Bloco P - 8 andar 70048-900, Brasília, D.F. Brazil Cable address: Telex: MINIFAZ 611506 Brasília, Brazil

For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD Washington, D.C. 248423 (MCI) or 64145 (MCI) With copies to: Ministério do Planejamento e Orçamento Secretaria de Assuntos Internacionais Esplanada dos Ministérios, Bloco K - 5º andar 70040-906, Brasília, D.F. Brazil Telex: 611146 IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names, as of the day and year first above written. FEDERATIVE REPUBLIC OF BRAZIL By /s/ Luis Carlos Sturzenegger Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT as Trustee of the Rain Forest Trust Fund

By /s/ Gobind T. Nankani Director, Country Department I Latin America and the Caribbean Region SCHEDULE 1 Withdrawal of the Proceeds of the RFT Grant 1. The table below sets forth the Categories of items to be financed out of the proceeds of the RFT Grant, the allocation of the amounts of the RFT Grant to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the RFT Grant Allocated % of (Expressed in Expenditures Category Dollars) to be Financed (1) For Part C of the Project: (a) Consultants Services 367,000 100% (c) Training 45,000 100% (2) For the PCU: (a) Consultants Services 1,152,000 100% (b) Goods 21,000 85% (c) Administrative Expenditures 415,000 100% TOTAL 2,000,000 2. For the purposes of this Schedule the term Administrative Expenditures means expenditures made for office supplies, communications and travel and per diem for PCU s staff, for the purposes of supporting the coordination and supervision activities to be carried out by the PCU. 3. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made: (a) for expenditures prior to the date of this Agreement; and (b) in respect of Part C of the Project unless the IPAAM Agreement and the SECTAM

Agreement shall have become effective. 4. The Trustee may require withdrawals from the RFT Grant Account to be made on the basis of statements of expenditures for: (a) Administrative Expenditures; and (b) under contracts for goods, services of consulting firms costing less than $100,000 equivalent, and services of individual consultants costing less than $50,000 equivalent, all under such terms and conditions as the Trustee shall specify by notice to the Recipient. 5. If the Trustee shall have determined at any time that any payment made from the RFT Grant Account was used for any expenditure not consistent with the provisions of this Agreement, the Recipient shall, promptly upon notice from the Trustee, refund to the Trustee for deposit into the RFT Grant Account, an amount equal to the amount so used or the portion thereof as specified by the Trustee. SCHEDULE 2 Description of the Project The objective of the Project is to support the development and adoption of sustainable forest management systems in the Legal Amazon. The Project consists of the following parts, subject to such modifications thereof as the Recipient and the Trustee may agree upon from time to time to achieve such objectives: Part A: Strategic Analysis of Public Policy Formulation Provision of technical assistance for the carrying out of a strategic study in support of the Recipient s forestry sector reform. This activity shall be comprised, inter alia, of the following inter-related elements: 1. data-gathering activities including research and analysis, workshops and conferences; and 2. recommendations on the improvement of the forestry sector through, inter alia, the analysis of the results of the other Parts of the Project and other selected experiences, drafting of legislative and regulatory proposals, and the preparation of a strategic plan for the sector s policy including the formulation or reform of public policies. Part B: Testing of Promising Forestry Resource Management Initiatives 1. Carrying out of projects in the Legal Amazon for the development of innovative methodologies and techniques for sustainable forest management through, inter alia, technical assistance, training, certification of environmental sustainability and

technical visits. 2. Carrying out of dissemination activities and independent evaluations of the Subprojects. Part C: Pilot Monitoring and Control Program for Logging Activities 1. Carrying out of an integrated pilot monitoring and control program for logging activities for each Terra Firme Area and Várzea Area, through an assessment of the current system and the development of a new pilot system for the monitoring and control of forestry activities. Such assessment shall be comprised of the following activities: (a) review of the existing regulatory framework, simplification of procedures and elimination of regulations which contravene environmental protection; (b) assessment of the current status of logging activities and the timber industry in the Terra Firme Area and in the Várzea Area; (c) development and implementation of an integrated computer-based system for licensing and monitoring of forestry activities; (d) production of a handbook with guidelines for field inspections; and (e) development of a bar-code system to control the transport of timber related to the Terra Firme Area. 2. Implementation of the Pilot Forest Activities Control and Monitoring System through, inter alia, field inspection and verification of transport licenses of forestry sites and products. Part D: Participatory Management and Conservation of the Tapajós National Forest Development and implementation of a participatory management plan for the Tapajós National Forest. These activities shall be comprised of the following inter-related elements: 1. the management of timber and non-timber forest products by local communities through: (a) the strengthening of community organization and capacity; (b) development and carrying out of community health programs; (c) implementation of agroforestry systems; and (d) development of forest resources management programs; 2. the strengthening of local capacity to monitor and control illegal activities through the demarcation of the Tapajós National Forest, the recuperation or construction of four control posts at strategic locations, purchase of vehicles and communication equipment and the establishment of a program for the enforcement of the corresponding environmental laws and regulations; 3. the development and implementation of an environmental education program focusing on the prevention of fires and on the protection of wildlife; and 4. the development and implementation of an ecotourism plan.

Part E: Project Coordination and Administration Monitoring and coordination of the Project through, inter alia: (a) day-to-day monitoring and evaluation of Project activities; (b) preparation of Project supervision reports and provision of Project information to the Trustee and other donors; (c) preparation of Annual Action Plans; and (d) effective functioning of the Tapajós Commission and the consultative commission referred to in Section 3.01 (b) (ii) of this Agreement. * * * The Project is expected to be completed by October 31, 2001. SCHEDULE 3 Procurement and Consultants Services Section I. Procurement of Goods Part A: General Goods shall be procured in accordance with the provisions of Section I of the "Guidelines for Procurement under IBRD Loans and IDA Credits" published by the Bank in January 1995 and revised in January 1996 (the Guidelines) and the following provisions of this Section, as applicable. Part B: Specific Procurement Procedures International or National Shopping Goods shall be procured under contracts awarded on the basis of international or national shopping procedures, at the option of the Recipient, in accordance with the provisions of paragraphs 3.5 and 3.6 of the Guidelines. Part C: Review by the Trustee of Procurement Decisions 1. Procurement Planning Prior to the issuance of any invitations to bid for contracts, the proposed procurement plan for the Project shall be furnished to the Trustee for its review and approval, in accordance with the provisions of paragraph 1 of Appendix 1 to the Guidelines. Procurement of all goods shall be undertaken in accordance with such procurement plan as shall have been approved by the Trustee, and with the provisions of said paragraph 1.

2. Review The procedures set forth in paragraph 4 of Appendix 1 to the Guidelines shall apply to all contracts awarded under this Section. Section II. Employment of Consultants 1. Consultants services shall be procured under contracts awarded in accordance with the provisions of the "Guidelines for the Use of Consultants by World Bank Recipients and by the World Bank as Executing Agency" published by the Bank in August 1981 (the Consultant Guidelines). For complex, time-based assignments, such contracts shall be based on the standard form of contract for consultants services issued by the Bank, with such modifications thereto as shall have been agreed by the Trustee. Where no relevant standard contract documents have been issued by the Bank, other standard forms acceptable to the Trustee shall be used. 2. Notwithstanding the provisions of paragraph 1 of this Section, the provisions of the Consultant Guidelines requiring prior Trustee review or approval of budgets, short lists, selection procedures, letters of invitation, proposals, evaluation reports and contracts, shall not apply to: (a) contracts for the employment of consulting firms estimated to cost less than $100,000 equivalent each; or (b) contracts for the employment of individual consultants estimated to cost less than $50,000 equivalent each. However, said exceptions to prior Trustee review shall not apply to: (a) the terms of reference for such contracts; (b) single-source selection of consulting firms; (c) assignments of a critical nature, as reasonably determined by the Trustee; (d) amendments to contracts for the employment of consulting firms raising the contract value to $100,000 equivalent or above; or (e) amendments to contracts for the employment of individual consultants raising the contract value to $50,000 equivalent or above. 1. For the purposes of this Schedule: SCHEDULE 4 Special Account (a) the term "eligible Categories" means Categories (1) and (2) set forth in the table in paragraph 1 of Schedule 1 to this Agreement; (b) the term "eligible expenditures" means expenditures in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the RFT Grant allocated from time to time to the eligible Categories in accordance with the provisions of Schedule 1 to this Agreement; and (c) the term "Authorized Allocation means an amount equivalent to $200,000 or such other amount as the Trustee shall establish, to be withdrawn from the

RFT Grant Account and deposited into the Special Account pursuant to paragraph 3 (a) of this Schedule. 2. Payments out of the Special Account shall be made exclusively for eligible expenditures in accordance with the provisions of this Schedule. 3. After the Trustee has received evidence satisfactory to it that the Special Account has been duly opened, withdrawals of the Authorized Allocation and subsequent withdrawals to replenish the Special Account shall be made as follows: (a) For withdrawals of the Authorized Allocation, the Recipient shall furnish to the Trustee a request or requests for deposit into the Special Account of an amount or amounts which do not exceed the aggregate amount of the Authorized Allocation. On the basis of such request or requests, the Trustee shall, on behalf of the Recipient, withdraw from the RFT Grant Account and deposit into the Special Account such amount or amounts as the Recipient shall have requested. (b) (i) For replenishment of the Special Account, the Recipient shall furnish to the Trustee requests for deposits into the Special Account at such intervals as the Trustee shall specify. (ii) Prior to or at the time of each such request, the Recipient shall furnish to the Trustee the documents and other evidence required pursuant to para-graph 4 of this Schedule for the payment or payments in respect of which replenishment is requested. On the basis of each such request, the Trustee shall, on behalf of the Recipient, withdraw from the RFT Grant Account and deposit into the Special Account such amount as the Recipient shall have requested and as shall have been shown by said documents and other evidence to have been paid out of the Special Account for eligible expenditures. All such deposits shall be withdrawn by the Trustee from the RFT Grant Account under the respective eligible Categories, and in the respective equivalent amounts, as shall have been justified by said documents and other evidence. 4. For each payment made by the Recipient out of the Special Account, the Recipient shall, at such time as the Trustee shall reasonably request, furnish to the Trustee such documents and other evidence showing that such payment was made exclusively for eligible expenditures. 5. Notwithstanding the provisions of paragraph 3 of this Schedule, the Trustee shall not be required to make further deposits into the Special Account: (a) if, at any time, the Trustee shall have determined that all further withdrawals should be made by the Recipient directly from the RFT Grant Account in

accordance with the provisions of Article V of the General Conditions and paragraph (a) of Section 2.02 of this Agreement; (b) if the Recipient shall have failed to furnish to the Trustee, within the period of time specified in Section 4.01 (b) (ii) of this Agreement, any of the audit reports required to be furnished to the Trustee pursuant to said Section in respect of the audit of the records and accounts for the Special Account; (c) if, at any time, the Trustee shall have notified the Recipient of its intention to suspend in whole or in part the right of the Recipient to make withdrawals from the RFT Grant Account pursuant to the provisions of Section 6.02 of the General Conditions; or (d) once the total unwithdrawn amount of the RFT Grant allocated to the eligible Categories, minus the total amount of all outstanding special commitments entered into by the Trustee pursuant to Section 5.02 of the General Conditions with respect to the Project, shall equal the equivalent of twice the amount of the Authorized Allocation. Thereafter, withdrawal from the RFT Grant Account of the remaining unwithdrawn amount of the RFT Grant allocated to the eligible Categories shall follow such procedures as the Trustee shall specify by notice to the Recipient. Such further withdrawals shall be made only after and to the extent that the Trustee shall have been satisfied that all such amounts remaining on deposit in the Special Account as of the date of such notice will be utilized in making payments for eligible expenditures. 6. (a) If the Trustee shall have determined at any time that any payment out of the Special Account: (i) was made for an expenditure or in an amount not eligible pursuant to paragraph 2 of this Schedule; or (ii) was not justified by the evidence furnished to the Trustee, the Recipient shall, promptly upon notice from the Trustee: (A) provide such additional evidence as the Trustee may request; or (B) deposit into the Special Account (or, if the Trustee shall so request, refund to the Trustee) an amount equal to the amount of such payment or the portion thereof not so eligible or justified. Unless the Trustee shall otherwise agree, no further deposit by the Trustee into the Special Account shall be made until the Recipient has provided such evidence or made such deposit or refund, as the case may be. (b) If the Trustee shall have determined at any time that any amount outstanding in the Special Account will not be required to cover further payments for eligible expenditures, the Recipient shall, promptly upon notice from the Trustee, refund to the Trustee such outstanding amount. (c) The Recipient may, upon notice to the Trustee, refund to the Trustee all or any portion of the funds on deposit in the Special Account.

(d) Refunds to the Trustee made pursuant to paragraphs 6 (a), (b) and (c) of this Schedule shall be credited to the RFT Grant Account for subsequent withdrawal or for cancellation in accordance with the relevant provisions of this Agreement, including the General Conditions.