Senin, 07 Juli 2008

DEED OF INDEMNITY

THIS DEED is made on ___________ between:

(1) ___________ , a company incorporated and existing under the laws of ___________________(the “Indemnifier”); and

(2) ___________ , an Indonesian limited liability company, having its office at ______________ (the “Indemnified Party”).

RECITALS

A. The Indemnified Party will acquire and hold thirty six (36) shares (the “Shares”) in ___________ , a limited liability company established under the laws of the Republic of ___________ (the “Company”) solely for the benefit and in favor of the Indemnifier as the beneficial owner of such Shares.

B. The Indemnifier has agreed to indemnify the Indemnified Party in respect of certain liabilities incurred by the Indemnified Party acting in its capacity as the owner of record of the Shares upon the terms set out in this Deed.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Deed, the following definitions apply unless the context requires otherwise.

Action means any proceeding (whether criminal, civil, administrative or judicial) brought against the Indemnified Party which give rise or could give rise to a claim by the Indemnified Party for indemnification under Clause 2.1.

Liability means all costs, charges, losses, damages, expenses, penalties and liabilities of any kind (including, in particular, but without limitation, liabilities for Tax (as hereinafter defined) and legal costs incurred in defending any proceeding (whether criminal, civil, administrative or judicial) or appearing before any court, tribunal, government department, body or agency or other body).

Tax includes any tax, levy, impost, deduction, charge, rate, duty, or withholding which is levied or imposed by a competent government or government department, body or agency, and any related interest, penalty, charge, fee or other amount.

To the fullest permissible extent, in relation to the indemnity provided by the Indemnifier under this Deed in respect of a Liability, means to the extent the Indemnifier is not precluded by applicable law from doing so.

1.2 Interpretation

In interpreting this Deed, headings are for convenience only and do not affect its interpretation. The following rules apply unless the context requires otherwise.

(a) The singular includes the plural and conversely.

(b) A reference to a party to this Deed or another agreement or document includes the party’s successors and permitted substitutes or assigns (and, where applicable, the party’s legal personal representatives).

(c) A reference to conduct includes, without limitation, an omission, statement or undertaking, whether or not in writing.

(d) A reference to a person includes a natural person, a company, an unincorporated body or other legal entity and conversely.

2. INDEMNITY

2.1 Indemnity of Indemnified Party

The Indemnifier unconditionally and irrevocably indemnifies the Indemnified Party to the fullest permissible extent against any Liability suffered or incurred by the Indemnifier (whether in respect of any Action or otherwise) in and/or arising out of the conduct of the business of the Company or the discharge of the duties of the Indemnified Party as the registered shareholder of the Shares including, without limitation, any Liability arising from any Tax resulting from dividend, income, capital gain, transfer or sale of the Shares and any prior contingent liability, unless the liability is suffered or incurred by the Indemnified Party arising from the dishonesty or lack of good faith of the Indemnified Party or its officers.

2.2 Expenses

It is not necessary for the Indemnified Party to incur any expense or to make a payment before enforcing the indemnity under this Deed.

3. NATURE OF INDEMNITY

3.1 Unconditional nature of obligation

Neither this Deed nor the obligations of the Indemnifier under this Deed will be affected by anything which, but for this provision, might operate to release, prejudicially affect or discharge the Indemnifier or in any way relieve the Indemnifier from any obligation including, without limitation:

(a) the grant to any person of any time, waiver or other indulgence, or the discharge or release of any person;

(b) any transaction or arrangement that may take place between the Indemnified Party and any person;

(c) the insolvency, bankruptcy, winding-up or liquidation of the Company or the Indemnifier or any other person;

(d) the Indemnified Party or the Company or the Indemnifier becoming a party to or bound by any compromise, assignment of property or composition of debts;

(e) the Indemnified Party ceasing to hold the Shares in the Company specified in this Deed; or

(f) any legal limitation, disability, incapacity or other circumstance relating to any person,

whether with or without the consent or knowledge of the Indemnifier. None of the above paragraphs limits the generality of any other.

3.2 Continuing Indemnity

The indemnity provided under this Deed:

(a) is an unlimited and continuing indemnity;

(b) constitutes a separate principal obligation of the Indemnifier (and is not accessory to any other obligation);

(c) is irrevocable and shall not terminate for any reason whatsoever except with the written agreement of both parties;

(d) continually indemnifies the Indemnified Party despite the Indemnified Party ceasing to hold the Shares in the Company; and

(e) will not be taken to be wholly or partially discharged by the payment at any time of any amount payable under this Deed in respect of the indemnity or by any settlement of account or other matter or thing.

4. PAYMENTS

4.1 Payment

On demand from time to time by the Indemnified Party under this Deed, the Indemnifier shall pay the amount then due and payable under this Deed.

4.2 No deductions

The Indemnifier will make all payments without set-off, counterclaim or other deduction in immediately available funds to the account or as otherwise specified in writing by the Indemnified Party from time to time.

5. SEVERABILITY OF PROVISIONS

Any provision of this Deed which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Deed nor affect the validity or enforceability of that provision in any other jurisdiction.

6. ASSIGNMENT

The rights and obligations of each party under this Deed are personal and cannot be assigned, encumbered or otherwise dealt with.

7. COSTS

The Indemnifier shall pay all costs associated with the preparation, execution and enforcement of this Deed.

8. FURTHER ASSURANCES

Each party shall take all steps, execute all documents and do everything reasonably required by the other party to give effect to any of the transactions contemplated by this Deed.

9. GOVERNING LAW AND JURISDICTION

This Deed shall be governed by and interpreted in accordance with the laws of the Republic of Indonesia. The parties hereby submit to the jurisdiction of the Courts of the Republic of Indonesia with respect to this Deed and the performance thereof.

EXECUTED by the parties as a deed on the date first stated above.

SIGNED for and on behalf of the INDEMNIFIER

___________

______________________________

Name: ___________

Title : Managing Director

SIGNED for ad on behalf of the INDEMNIFIED PARTY

___________

______________________________

Name: ___________

Title : Director

EMPLOYMENT AGREEMENT FOR A DEFINITE PERIOD

The parties who sign below :

I. Name : ___________

Position : ___________

In this matter representing and acting on behalf of ___________, the Director of ___________, located at ___________ hereinafter called as FIRST PARTY

II. Name : ___________

Date of Birth : ___________

Address : ___________

In this matter represent on behalf of himself, hereinafter called as SECOND PARTY

On, Monday, dated ___________, both parties have agreed to enter into EMPLOYMENT AGREEMENT for a definite period, which started dated ___________ until ___________, under the following terms and conditions:

ARTICLE 1

Position and Type of Work

Second Party has agreed and comprehend to duties and responsibilities of works assigned by the COMPANY, First Party, for the position of ___________.

ARTICLE 2

Facilities, Salary and other Benefits

Fisrt Party shall grant salary in the amount of ___________ in one month, which shall be paid in the end of the month. In addition, First Party shall serve food and lodging at ___________ according to the Company's standard.

The Second Party shall not be granted over time.

ARTICLE 3

Rights and Obligations of FIRST PARTY and SECOND PARTY

1. By agreeing this employment agreement, the employee shall guaranty that he/she will be able to perform the responsibility.

2. SECOND PARTY shall be obligated to follow all rules and instructions given by Company's Management or by anybody whose authorized, SECOND PARTY shall be obligated to devote all of his/her time and center the attention to the duties and prohibited to perform any work for personal interest by using the his/her own equipment or which belong to the Company. Anybody who violate against this rule, shall be subject to unrespectable suspension.

3. SECOND PARTY shall have to obey all rules, procedures and instructions and obey all regulating Laws I Indonesia. During the term of the employment of the Company, SECOND PARTY shall be prohibited either directly or indirectly to involve in political activities.

4. During the term of employment and five year after SECOND PARTY shall be prohibited to give information related to the Company's secret to the third party, except under the instruction of the DIRECTOR or probably necessary before the court.

5. Working days, working hours and recess hours

§ Working day : 6 (six) day per week

§ Working hour : 7.00 am until 5.00 p.m.

§ Rest : 30 minutes in the afternoon and 30 minutes in the evening

§ Meal recess : 1 (one) hour

Afternoon : 8 (eight) hour

§ Genset service on Monday/holiday shall be his/her responsibilities, so that SECOND PARTY shall not be granted over time fee

§ Considering SECOND PARTY is located at ___________, therefore the transportation remuneration to the SECOND PARTY residence from ___________ Plant to SECOND PARTY residence every Monday shall not be reimbursed by the Company.

6. Pursuant to the Decree of Minister of manpower of the Republic of Indonesia No. Kep. 150/Men/2000 dated 20 June 2000 Article 15, which stipulates that :

In the case the employee is absent for 5 (five) successive days and has been summoned by the COMPANY in writing but the SECOND PARTY is unable to give written confirmation attached with valid evidence, therefore FIRST PARTY may perform employment termination process.

ARTICLE 4

Employment Termination

Further, considering the prevailing laws, FIRST PARTY shall have right to terminate the employment contract with the SECOND PARTY in anytime by not giving any indemnity in any form whatsoever among others :

(1) If SECOND PARTY without any permissible reason giving information to THIRD PARTY concerning secret matters on the office or the business managed by SECOND PARTY

(2) If SECOND PARTY without any written license from FIRST PARTY make his self available to either individually or severally with anyone and receiving payment from THIRD PARTY.

(3) If SECOND PARTY violate the work code / discipline (see the attachment) or other working regulations from FIRST PARTY.

In the case SECOND PARTY intends to terminate this employment contract, SECOND PARTY shall be obligated to submit his intention in written to the FIRST PARTY at least 1 (one) month before the date the SECOND PARTY resign.

Upon the resignation of the SECND PARTY which caused by anything whatsoever, FIRST PARTY shall not be obligated to pay any severance pay and or any service fee whatsoever.

ARTICLE 5

Disputes Settlement

All disputes which may arise concerning matters which has not been regulated in this agreement shall be settled by both parties amicably.

Hereby this Agreement has been made and agreed by BOTH PARTIES amicably.

Hereby this Agreement has been made and agreed by BOTH PARTIES at ____________ dated ______________.

Approved and accepted by:

FIRST PARTY SECOND PARTY


VIOLATIONS WHICH MAY CAUSE EMPLOYMENT CONTRACT TERMINATION

1. By the time of employment agreement is made, giving false information.

2. Drunk, opium, using drugs or narcotics in the working place.

3. Conducting immoral behavior in the working place.

4. Conducting crime, for example stealing, forgery, deceiving, selling restricted goods either inside or outside the Company area.

5. Harassment, rudely humiliate or threatening manager's family or colleague.

6. Tempting manager or colleague to do something against the law and morality.

7. Intentionally or carelessly breaking down, harming, or abandon Company's goods in danger situation.

8. Intentionally or carelessly breaking down, harming, or abandon him/her self or the colleague in danger situation.

9. Exposing the company's secret or staining the reputation of the Company leader or his family, which supposed to be unexposed .

10. Gambling or fighting in the working place.

11. Absent for 5 (five) successive days without any valid written evidence.

12. Not showing improvement or conducting another violation, in spit of he/she has been given the last warning. First and last warning can be given upon following violations :

(a) After 3 (three) times consecutively reject to obey proper instruction or assignment.

(b) Intentionally or accidentally causing him/her self to a situation which may cause the inability of conducting such assignment.

(c) Unable to perform assignment although has been attempted in such assignment.

(d) Violating the prevailing regulations which is stipulated in the Company Regulation and Employment Agreement which has been accepted before entering the occupation.

JOINT VENTURE TERMINATION AGREEMENT

THIS AGREEMENT is made on _____________________

BETWEEN: _____________________, a company duly incorporated and having its registered office at _____________________ ("AAAA");

AND: _____________________ a company established and existing under the laws of the Republic of _____________________ (“BBBB”);

AND: _____________________ a company established and existing under the laws of the Republic of Indonesia and having its registered office at _____________________ (“Company”);

AND: _____________________. a company duly incorporated in the State of _____________________ (“CCCC”);

AND: _____________________ a company duly incorporated in the State of _____________________ (“DDDD”).

RECITALS:

A. BBBB is the registered and beneficial owner of 50% of the issued ordinary shares of the Company, as more particularly identified in Schedule 1.

B. AAAA is the registered and beneficial owner of 50% of the issued ordinary shares of the Company, as more particularly described in Schedule 1 (the “Shares”).

C. The Company is operated by BBBB and AAAA as a joint venture and has been engaged in the sourcing, cleaning, processing, grinding, marketing and exporting of cassia, other raw spices, coffee and other products of a similar nature to such products in Sumatra, Indonesia.

D. The parties wish to terminate the Joint Venture Agreement and the Related Agreements on the terms and conditions set out in this Agreement.

E. AAAA agrees to transfer to CCCC the Shares on the terms and conditions set out in this Agreement.

F. The Company supplies DDDD, an Affiliated Entity of AAAA, with cassia pursuant to the Supply Agreements.

THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement and in the recitals, unless the context otherwise requires:

Affiliated Entity” means in relation to a signatory to this agreement, any corporation which is the holding company of such signatory or any entity in which more than 50% of the voting shares are owned either by such signatory or the holding company of such signatory.

BKPM” means the Republic of Indonesia’s Investment Coordinating Board;

BKPM Application” means the application in the form set out in Schedule 2.

BKPM Approval” means the approval by BKPM of the transfer of the Shares from AAAA to CCCC.

“AAAA Bank Account” means the following bank account:

___________________________

___________________________

___________________________

"Confidential Information" means any information relating to:

(i) the business or operations of the Company;

(ii) the business or operations of either party or of their Affiliated Entities;

(iii) the know-how, technology and information provided by either party or by any Affiliated Entity of either party; or

(iv) this agreement and the transactions contemplated by it.

Current Loan” means the loan arrangement (including the Letter of Comfort) the Company and AAAA have at the date of this Agreement with EEEE Bank.

“Deed of Transfer of Shares” means the deed of transfer of shares in the form set out in Schedule 7 in relation to the transfer of the Shares from AAAA to CCCC;

Deposit” means a non refundable deposit of Fifty Thousand United States Dollars (US$50,000) forming part of the Purchase Price.

EGMS” means an extraordinary general meeting of the shareholders of the Company.

“Final Completion” means final completion of the sale and purchase of the Shares in accordance with clause 6.

Joint Venture Agreement” means the agreement entitled Joint Venture Agreement dated 19 December 1995 between BBBB and AAAA.

Letter of Comfort” means the letter of comfort issued by AAAA to EEEE Bank and dated ________________ replacing the letter of comfort issued by AAAA to EEEE Bank and dated ________________.

“Minutes” means the minutes of the EGMS of the Company in the form set out in Schedule 4.

MOJHR” means the Ministry of Justice and Human Rights.

“BBBB’s Notary” means ________________.

“Provisional Completion” means provisional completion of the sale and purchase of the Shares in accordance with clause 5.

EEEE Bank” means EEEE Bank, ________________, at ________________;

Purchase Price” means ________________ (which includes the Deposit).

Related Agreements” means the agreements set out in Schedule 3.

“Shares” has the meaning given to it in Recital B.

SSPA” means the share sale and purchase agreement in the form set out in Schedule 6 to be entered into between AAAA, CCCC and the Company.

“Supply Agreements” means the Supply Agreements between the Company and DDDD for the purchase of cassia (being the agreements set out in Schedule 5) and includes any subsequent agreements between the Company and DDDD for the purchase of cassia.

"Termination Date" means a date not later than 5 business days after the date of the BKPM Approval or such other date agreed in writing between the parties.

US$” means the United States of America Dollar.

1.2 Interpretation

In this Agreement, unless the contrary intention appears:

(a) a reference to a party is a reference to a party of this Agreement;

(b) a reference to a clause, schedule or annexure is a reference to a clause of or a schedule or annexure to this Agreement;

(c) a reference to this Agreement or another instrument includes any amendment or replacement of either of them;

(d) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(e) the singular includes the plural and vice versa;

(f) the word "person" includes a firm, a body corporate, an unincorporated association or an authority;

(g) a reference to a person includes a reference to the person's successors and assigns;

(h) if a period of time is specified and it is from a given day or the day of an act or event, it is to be calculated exclusive of that day;

(i) a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

(j) a reference to a month is a reference to a calendar month; and

(k) if any obligation under this Agreement is required to be performed on a day other than a business day, being a day (other than a Sunday or public holiday) on which banks are open for general banking business in Padang, in the Republic of Indonesia and in Sydney, Australia, that obligation is to be performed on the next business day.

2. TERMINATION OF JOINT VENTURE AGREEMENT

2.1 Pursuant to clause 20.2(a) of the Joint Venture Agreement and subject to clause 3 below, the parties agree to terminate the Joint Venture Agreement and to discharge each other from the obligations under the Joint Venture Agreement as and from Final Completion.

2.2 Clause 20.4(b) of the Joint Venture Agreement is hereby amended by deleting the words “as to the settlement of accounts between the parties in respect of liabilities, costs and expenses incurred under this agreement before the termination or arising after it in relation to the termination and”.

2.3 In accordance with clauses 20.4(a), 20.4(b) (as amended above) and 20.4(e) of the Joint Venture Agreement, as and from Final Completion:

(a) all current and future rights and obligations conferred or imposed on AAAA and BBBB under the Joint Venture Agreement are terminated;

(b) the Joint Venture Agreement will have no further effect except as to the confidentiality provisions of the Joint Venture Agreement; and

(c) each party will do everything reasonably necessary to give effect to the termination of the Joint Venture Agreement.

3. CONDITIONS PRECEDENT

3.1 The following are conditions precedent to Provisional Completion:

(a) the Deposit being successfully electronically transferred to the AAAA Bank Account and cleared for use by AAAA;

(b) AAAA delivering the following to the EEEE Bank:

i). notices of resignation referred to in clause 4.4;

ii). Articles of Association of AAAA; and

iii). photocopies of the passports of the AAAA Commissioners and Directors of the Company;

(collectively the “Documents”);

(c) the balance of the Purchase Price (after deducting the amount of the Deposit) being successfully electronically transferred to the AAAA Bank Account and cleared for use by AAAA;

(d) AAAA providing written confirmation to EEEE Bank that the Deposit and the Purchase Price have been paid in accordance with this Agreement.

(e) EEEE Bank delivering the Documents to the Company;

(f) AAAA, BBBB and the President Director and/or Director of the Company holding a EGMS and signing the Minutes and delivering the Minutes to BBBB’s Notary;

(g) the Company discharging the Current Loan;

(h) EEEE Bank releasing AAAA from the obligations and liabilities assumed by it in relation to the Current Loan including without limitation pursuant to the Letter of Comfort, with such release being on terms and conditions acceptable to AAAA (the “EEEE Release”);

(i) AAAA, CCCC and the Company executing the SSPA;

(j) the President Director of the Company signing the BKPM Application;

EEEE Bank

(k) AAAA and CCCC executing the Deed of Transfer of Shares and delivering the Deed of Transfer of Shares to BBBB’s Notary; and

(l) if share certificates for the Shares have been issued by the Company, AAAA delivering to BBBB’s Notary the share certificates for the Shares.

3.2 The following are conditions precedent to termination of the Joint Venture Agreement and Final Completion:

(a) the Company obtaining the BKPM Approval and providing AAAA with a copy of it;

(b) the Company ensuring that a notarial deed is made in relation to:

(i) the Minutes;

(ii) the Deed of Transfer of Shares; and

providing AAAA with a certified copy of each notarial deed; and

(c) the Company reporting the change of shareholders to MOJHR and providing AAAA with confirmation of the report to MOHJR.

3.3 Notwithstanding the non-completion of this Agreement (for whatever reason) AAAA shall be entitled to retain the Deposit for its own use.

4. TRANSFER OF SHARES/RESIGNATIONS OF COMMISSIONERS AND
DIRECTORS

4.1 AAAA agrees to transfer the Shares to CCCC and CCCC agrees to receive the AAAA Shares from AAAA on the terms and conditions of this Agreement and the SSPA.

4.2 The Shares must be transferred free from any mortgage, charge, lien, pledge or other encumbrance and with all rights, including dividend rights, attached or accruing to them on and from Final Completion.

4.3 CCCC agrees and acknowledges that, other than as set out in clause 4.2, no warranties or representations are made or given by AAAA with respect to the Shares or the Company.

4.4 Upon execution of this Agreement AAAA will ensure, in accordance with the articles of incorporation of the Company, that 30 days’ notice of resignation is given:

(a) by __________ and __________ (the “Resigning Commissioners”) resigning from the board of commissioners; and

(b) by __________, __________, and __________ (the “Resigning Directors”) resigning from the board of directors;

with such resignations to take effect on the later of 30 days from the date of the notices of resignation or on Provisional Completion.

4.5 In the event Provisional Completion occurs prior to the resignations of the Resigning Commissioners and Resigning Directors becoming effective then BBBB, CCCC and the Company shall indemnify the Resigning Commissioners and Resigning Directors against any and all liabilities, costs or expenses incurred by any of them as a consequence of being commissioners or directors of the Company between Provisional Completion and the date their resignations take effect.

5. PAYMENT OF PURCHASE PRICE / PROVISIONAL COMPLETION

5.1 Upon execution of this Agreement, the Parties must complete or procure the completion, of the following actions in the following order:

(a) CCCC (or BBBB on behalf of CCCC) must pay the Deposit in accordance with clause 3.1(a).

(b) AAAA must deliver the Documents to the EEEE Bank in accordance with clause 3.1(b) and EEEE Bank must advise CCCC (or BBBB on behalf of CCCC) that it has received the Documents.

(c) CCCC (or BBBB on behalf of CCCC) must pay the balance of the Purchase Price (Two Hundred and Fifty Thousand United States Dollars (US$ 250,000)) in accordance with clause 3.1 (c).

(d) AAAA must provide written confirmation to EEEE Bank that the Deposit and the balance of the Purchase Price has been paid in accordance with this Agreement

(e) EEEE Bank shall deliver the Documents to the Company upon receipt of the written confirmation from AAAA that the balance of the Purchase Price has been paid as per Clause 5.1(d).

(f) AAAA, BBBB and the President Director and/or a Director of the Company must hold an EGMS, sign the Minutes of that EGMS and deliver the Minutes to BBBB’s Notary (which will be held by BBBB’s Notary until the BKPM Approval is obtained).

(g) The Company must discharge (whether by repayment or re-financing) the Current Loan. If the Company is unable to arrange refinancing for the Current Loan, BBBB and/or CCCC must provide a guarantee or such other form of security as may be required by EEEE Bank so that it shall provide the EEEE Release to AAAA.

(h) EEEE Bank must deliver the EEEE Release to AAAA provided the Current Loan has been discharged (whether by repayment or by re-financing).

(i) AAAA, CCCC and the Company must execute the SSPA.

(j) The President Director of the Company must sign the BKPM Application.

(k) AAAA and CCCC must execute the Deed of Transfer of Shares (which will be held by BBBB’s Notary until the BKPM Approval is obtained).

(l) If share certificates for the Shares have been issued by the Company, AAAA must deliver to BBBB’s Notary the share certificates for the Shares.

5.2 In the event Provisional Completion does not occur by_____________ and provided AAAA has complied with clause 5.1(b), AAAA may terminate this Agreement by written notice to all other parties.

6. BKPM APPROVAL / FINAL COMPLETION

6.1 Upon receipt of the Documents, CCCC, BBBB and the Company must procure the BKPM Approval.

6.2 Upon obtaining the BKPM Approval:

(a) the Company must within two (2) days provide AAAA with a copy of the BKPM Approval;

(b) the Company must within two (2) days ensure that a notarial deed is made in relation to:

(i) the Minutes; and

(ii) the Deed of Transfer of Shares; and

(c) the Company must within three (3) days of obtaining the notarial deeds referred to in Clause 6.2 (b) report the change of shareholders to the MOJHR, and provide AAAA with:

(i) a certified copy of the notarial deeds in relation to the Minutes and the Deed of Transfer of Shares; and

(ii) confirmation of the report to MOHJR.

6.3 The Company must ensure that all appropriate filings and notifications to relevant Indonesian Government authorities is made in respect of the transfer of shares from AAAA to CCCC.

6.4 Final Completion of the transfer of the Shares shall be deemed to take place on the Termination Date.

7. RELATED AGREEMENTS/SUPPLY AGREEMENTS

7.1 The Related Agreements, to the extent they are still in operation, will be terminated as and from Provisional Completion.

7.2 Insofar as AAAA has any obligations under any of the Related Agreements, as and from Provisional Completion AAAA will have no obligation to perform or observe such obligations under the relevant Related Agreement.

7.3 As and from Provisional Completion, the terms of the Supply Agreements shall be amended to provide that the Company will deduct a discount of US $ ________________ per pound for the next ________________ pounds of cassia purchased by DDDD from the Company pursuant to the Supply Agreements.

8. RELEASE AND INDEMNITY

8.1 In consideration of the transfer of the Shares to CCCC, BBBB, CCCC and the Company agree to:

(a) release, indemnify and forever discharge unconditionally AAAA, and its Affiliated Entities from any past, existing or future commitment, liability, obligation, guarantee, or expense, actual or potential, of any nature whatsoever in relation to any financing facility which has or may in the future be provided to the Company (including the Current Loan); and

(b) indemnify AAAA, and its Affiliated Entities against any and all liabilities, costs and expenses incurred by any of them as a direct or indirect result of the breach of the obligation set out in clause 8.1(a).

8.2 BBBB, CCCC and the Company hereby release, indemnify and forever discharge AAAA, its Affiliated Entities and their successors and assigns, servants, agents and employees and any of them from all obligations, claims, warranties, demands, actions, suits, causes of action and costs of every description whatsoever at law, equity or under statute (whether actual or contingent):

(a) which BBBB or the Company may have had or but for this Agreement could, would or might have had against AAAA or its Affiliated Entities under or in connection with the Joint Venture Agreement, under the Related Agreements and for any breach or non-performance thereof; or

(b) which exist or existed in the past or may arise in the future in connection with the Company’s activities and/or operations .

9. CONFIDENTIALITY

9.1 Subject to clause 9.2, a party may not disclose any Confidential Information and each party must ensure that its officers, employees, representatives and agents do not disclose any Confidential Information.

9.2 A party may disclose, and may permit its officers, employees, representatives and agents to disclose, any Confidential Information:

(a) with the prior written consent of the other party;

(b) if it is required to do so by law or by a stock exchange;

(c) if the Confidential Information has come within the public domain, other than by a breach of this clause 9 by any party; or

(d) to the party's bankers or professional advisers.

10. PUBLIC ANNOUNCEMENTS

A party may not make any press or other announcements or releases in relation to this Agreement or the transactions contemplated by it without the prior written consent of the other party to the form and manner of the announcement or release unless that announcement or release is required to be made by law or by a stock exchange.

11. COSTS

The parties agree to bear their own legal and other costs and expenses in connection with the preparation, execution and completion of this Agreement and the transactions contemplated by it.

12. NOTICES

12.1 A notice, approval, consent or other communication in connection with this agreement:

(a) must be in writing in the English language; and

(c) must be left at the address of the addressee, or sent by registered post (airmail if posted to or from a place outside the Republic of Indonesia) to the address of the addressee or sent by facsimile to the facsimile number of the addressee which is specified in this clause or if the addressee notifies another address or facsimile number then to that address or facsimile number. The address and facsimile number of each party is:

(d)

AAAA

Address: ________________

Facsimile: ________________

Attn: ________________

BBBB

Address: ________________

Facsimile: ________________

Attn: ________________

Company

Address: ________________

Facsimile: ________________

Attn: ________________

CCCC

Address: ________________

Facsimile: ________________

Attn: ________________

DDDD

Address: ________________

Facsimile: ________________

Attn: ________________

12.2 A notice, approval, consent or other communication takes effect from the time it is received unless a later time is specified in it.

12.3 Unless otherwise provided in this agreement, a letter or facsimile is taken to be received:

(a) in the case of a posted letter, on the third (fourteenth, if posted to or from a place outside the Republic of Indonesia) day after posting; and

(c) in the case of facsimile, on production of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was received in its entirety at the facsimile number of the recipient, except where such transmission report is produced after 5.00 pm on a business day in the country of the recipient in which case it will be deemed to have been received at 9.00 am on the next business day in the country of recipient.

13. ASSIGNMENT

A party may not assign its rights and obligations under this Agreement without the prior written consent of the other party.

14. MISCELLANEOUS

14.1 Waiver and variation

A provision of or a right created under this Agreement may not be waived except in writing signed by the party granting the waiver or varied except in writing signed by the parties.

14.2 Remedies cumulative

The rights, powers and remedies provided in this Agreement are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this agreement. If the remedies provided for in this Agreement are in conflict with the remedies provided by law, the former will prevail.

14.3 Further assurances

Each party agrees, at its own expense on the request of the other party, to do everything reasonably necessary to give effect to this agreement and the transactions contemplated by it and to use all reasonable endeavours to cause relevant third parties to do likewise.

14.4 Language

The language of this agreement and the transactions contemplated by it is the English language which language is the governing language despite its translation into any other language.

15. GOVERNING LAW AND JURISDICTION

This agreement and the transactions contemplated by it are governed by the laws of the Republic of ________________ and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the relevant courts of the Republic of ________________.

16. SEVERABILITY

16.1 Any provision of or right created under this agreement which is prohibited in any jurisdiction is in that jurisdiction ineffective only to the extent of that prohibition.

16.2 Any provision of or right created under this agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision or right in any other jurisdiction or of the remaining provisions of and rights created under this Agreement in that or any other jurisdiction.

17. COUNTERPARTS

This Agreement may be executed in any number of counterparts. All counterparts taken together will be taken to constitute one agreement.

SIGNED AS AN AGREEMENT:

THE COMMON SEAL of AAAA )

was hereunto affixed in the presence of ) …………………………………..

Director

.....................................……………………………..

Secretary

SIGNED for and on behalf )

of BBBB-by its )

President-Director and a Director: ) …………………………………..

President-Director

.....................................………………………………

Director

SIGNED for and on behalf of )

The Company by its

President-Director and a Director: ) …………………………………..

President - Director

.....................................………………………………

Director

SIGNED for and on behalf of CCCC

by its President )

in the presence of: ) ………………………………

President

……………………………………………………….

Witness

SIGNED for and on behalf of )

DDDD by its Treasurer )

in the presence of: ) ………………………………

Treasurer

……………………………………………………….

Witness

SCHEDULE 1

Registered Proprietor

Number of Shares held

Class of Shares held

Amount paid to on each of the Shares held

BBBB

__________

Ordinary

Fully paid

AAAA

__________

Ordinary

Fully paid

SCHEDULE 2

BKPM APPLICATION

To be submitted to 2 copies for: Attachment 8















MODEL III

APPLICATION FOR APPROVAL OF CHANGE OF PROVISION IN THE

INVESTMENT APPROVAL LETTER

I. INFORMATION OF THE APPLICANT

1. Name of Company : The Company

- Status : PMA

- Project Code Number : __________________

- NPWP : __________________

2. Full Address (including telephone

number, telex and facsimile

and e-mail) : __________________

3. Approval Letter : __________________

II. PROPOSED AMENDMENT

BEFORE AFTER

(According to the Approval Letter)

1. LINE OF BUSINESS : - -

2. LOCATION & LAND UTILIZATION

a. Project Location :

- Municipality/Regency* :

- Province :

b. Land Utilization : sqm/Ha sqm/Ha

3. ANNUAL PRODUCTION AND MARKETING

a. Production

Type of Goods and Services

Unit

Basic Capacity

Remarks

Before

(According to Approval Letter)

After
















b. Marketing

Before

1. Domestic Marketing and Export

Type of Goods and Services

Unit

Domestic

Export

Amount

%

Amount

%

























2. Estimation of Annual Export Value : US$ -

After

1. Domestic Marketing and Export

Type of Goods and Services

Unit

Domestic

Export

Amount

%

Amount

%

























2. Estimation of Annual Export Value : US$ -

4. MANPOWER UTILIZATION PLAN

Manpower Utilization

BEFORE

AFTER

Foreign

Indonesian

Foreign

Indonesian

1. Composition of Board





- Board of Commissioners

person(s)

person(s)

Person(s)

person(s)

- Board of Directors

person(s)

person(s)

Person(s)

person(s)

Sub total

person(s)

person(s)

Person(s)

person(s)






2. Manpower Utilization

person(s)

person(s)

Person(s)

person(s)

Total

person(s)

person(s)

Person(s)

person(s)

5. PROJECT INVESTMENT*

Project Investment

BEFORE

(According to the Approval Letter)

AFTER

a.

Fixed Assets

- Purchasing and development of land

- Building

- Machinery/equipment and spare parts

- Others

(tms. US$ )**

(tms. US$ )**


Sub Total



b.

Working Capital (3 months production)




Total



** Including value of machinery/equipment/spare parts which will be imported

6. PROPOSED SOURCE OF INVESTMENT/CAPITALIZATION*

Source of Investment/Capitalization

BEFORE

(According to the Approval Letter)

AFTER

a.

Fixed Capital

- Equity

- Retained Earnings

- Loan

- On shore : _______

- Off shore:




Total



b.

Equity Capital

- Authorized Capital

- Subscribed Capital

- Paid-up Capital




Total



7. SHAREHOLDERS COMPOSITION*

PARTICIPANT(S)

BEFORE

(according to Approval Letter)

BECOME

IDR

%

IDR

%

a. Foreign Participant(s)





AAA

US$________

50%

0

0%

CCCC

0

0%

US$1_______

50%






Sub Total

US$________

50%

US$________

50%

b. Indonesian Participant(s)





BBBB

US$ __________

50%

US$_______

50%

Sub Total

US$________

50%

US$_______

50%

c. TOTAL

US$________

100%

US$_______

100%

*) Using the same currency as stipulated in the previous Approval Letter.

III. DECLARATION

It is declared that this application has been properly and duly executed and that the applicant is responsible for its accuracy, correctness, and completeness, including all data and documents attached hereto or to be attached in the future.

Places____, dated

The Company

Signed and chopped on

Stamp Duty Rp6,000

___________________________

Name : [*]

Title : [*]

Attachment:

  1. A copy of PMDN or PMA Approval Letter or Notification of Presidential Approval Letter and its amendment.
  2. Copy of the latest semester of Investment Activities Report (LKPM).
  3. For the Changing of Location:

- The reason for utilization of land, if any land expansion

  1. For the Changing of Line of Business, Production, and Marketing:

- Production Process Flow Chart, if any expansion on new type production.

  1. For Changing of Expatriate Worker Utilization:

a. Changing of the Boards of the Company:

- A copy of Deed or Minutes of Shareholders Meeting concerning the changing of the Boards of the Company.

b. Changing of Expatriate Worker Utilization:

- The details of position of Expatriate Worker which has been approved and

applied.

  1. For Changing of Investment and Source of Capital:

a. The reason for changing investment.

b. Minutes of Shareholders Meeting which contains approval if any amendment of capital of the Company which is signed by all the shareholders or their proxy.

  1. For Changing of Shareholders in the PMA Company.

a. For PMA company

- Minutes of Shareholders Meeting on the approval of changing of shareholders composition;

- Minutes of Shareholders Meeting on the approval of transfer of all shares owned by foreign participants to Indonesian participants and approval on transfer of status of the Company to be PMDN.

- Statement Letter with stamp duty, from Indonesian participants if share of the Indonesian participants is transferred to foreign participants.

b. For new shareholders:

- A copy of Deed of Establishment and its amendment, a copy of Tax Registration Code Number (NPWP) of Indonesian legal entity which will become the new shareholder.

- A copy of Identity Card which still valid and a copy of Tax Registration Code Number (NPWP) for Indonesian citizen which will become the new shareholder.

- A copy of complete Passport which still valid for foreign citizen which will become the new shareholder.

- A copy of Article of Association of the company and its amendment and the Indonesian and English translation for foreign legal entity which will become the new shareholder.

SCHEDULE 3

RELATED AGREEMENTS

Asset Purchase Agreement dated __________________ between BBBB and AAAA.

SCHEDULE 4

MINUTES OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

the Company

Held on [*], the [*] day of [*],__________________

____________________________________________________________________

1. PRESENT

1.1 The Shareholders and other persons present at the meeting were:

(a) BBBB, a limited liability company established under the laws of __________________, having its principal office at __________________, owner of __________________issued and paid up shares in the Company, in this matter duly represented by Mr. [ ], in this matter acting in his capacity as the President Director representing for and on behalf of the company;

(b) AAAA, a limited liability company duly organised and existing under the laws of __________________, having its registered office at __________________, the owner of __________________issued and paid up shares in the Company, in this matter duly represented by its attorney, Mr.[ ], residing at [ ], based on the virtue of a Power of Attorney dated [ ]; and

(c) Mr. [ ], private person, residing in [ ], the holder of Passport Number [*], in this matter acting as a Director of the Company.

2. CHAIRMAN

Based on Article 21 paragraph 1 of the Articles of Association of the Company, Mr. [ ] as President Director and/or Director of the Company, acted as Chairman of the meeting (the “Chairman”).

3. OPENING

The Chairman opened the meeting at [ ] WIB (West Indonesian Standard Time) by stating that since the shareholders present or represented, owned all of the shares issued by the Company, and in accordance with Article 20 paragraph 4 and Article 21 paragraphs 1 and 2 of the Articles of Association of the Company, prior notice of the meeting was not required and the requisite quorum was fulfilled. Accordingly, the meeting was properly and lawfully convened and was entitled to pass valid resolutions binding upon the Company and third parties on all subjects.

4. AGENDA

The Chairman stated that subject to satisfaction of the terms and conditions of a Joint Venture Termination Agreement dated [ ] __________________ (the “Termination Agreement”) between AAAA, BBBB, CCCC , the Company and DDDD., the Agenda was as follows:

(a) to approve the sale of __________________ ordinary fully paid shares in the Company from of AAAA to CCCC Inc., subject to the obtaining of the approval of Badan Koordinasi Penanaman Modal (“BKPM”) to the acquisition of the shares.

(b) to approve the change of the nomination of the members of the Board of Directors and the Board of Commissioners following the above sale of shares.

(c) to empower Mr. [ ], private person, residing in [ ], with the right of substitution to other persons, to state the above resolutions, if needed, in a notarial deed in the Indonesian language and for this purpose to appear before a notary public, to sign such deed;

(d) to appoint a representative of the each of the shareholders present at the Meeting to sign these Minutes of Meeting, in addition to the Chairman, to meet the requirements of Article 21 paragraph 2 (b) of the Articles of Association of the Company;

(e) to appoint Mr. [ ], or any person appointed by him, to make all appropriate filings and notifications to relevant Indonesian government authorities; and

(f) any other business, if any.

5. DISCUSSION AND RESOLUTIONS

As the Agenda of the meeting was fully known to those present, the Chairman of the meeting proceeded directly to propose that the meeting resolve to approve:

(a) the sale of __________________ (one million one hundred twenty five thousand) shares of AAA in the Company to CCCC., subject to the obtaining of BKPM approval to the acquisition of the shares.

Accordingly, the composition of the shareholders of the Company as of the transfer of shares become effective is as follows:

(i) BBBB, __________________ shares representing __________________% of issued shares of the Company; and

(ii) CCCC , __________________ shares representing __________________ % of issued shares of the Company.

(b) following the above sale of shares, the resignations of :

(i) __________________ as Commissioners of the Company, and

(ii) __________________ as Directors of the Company,

is hereby approved, and that all such resignations are to take effect on the later of 30 (thirty) days from the date of the notices of resignation or on Provisional Completion (as defined in the Termination Agreement).

(c) that Mr.[ ], private person, residing in [ ], is empowered with the right of substitution to other persons, to state the above resolutions, if needed, in a notarial deed in the Indonesian language and for this purpose to appear before a notary public, to sign such deed;

(d) that in accordance with the requirements of Article 21 paragraph 2 (b) of the Articles of Association of the Company, Mr.[ ] as the duly representative of the Indonesian shareholder and Miss. [ ] as an attorney in-fact of AAAA present at the Meeting be appointed, in addition to the Chairman, to sign these Minutes of Meeting, so that the contents hereof shall constitute complete and full evidence for all shareholders and third parties with respect to the acts and resolutions taken by the shareholders at this meeting;

(e) the appointment of Mr. [*], or any person appointed by him, to make all appropriate filings and notifications to relevant Indonesian government authorities.

All of the above resolutions were accepted and unanimously approved by the meeting.

6. OTHER MATTERS

There were no other matters raised and discussed in the Meeting.

7. CLOSING

As no other matters were raised by any of the shareholders, the Chairman closed the meeting at [*] WIB (West Indonesian Standard Time).

Chairman of the Meeting,

Indonesian Shareholder,

BBBB

Name : Name : Mr. [ ]

Title: President Director Title: Director of the Company

Foreign Shareholder,

AAAA

_______________________

Name :

Title : Attorney in-fact

SCHEDULE 5

SUPPLY AGREEMENTS

SCHEDULE 6

SHARE SALE AND PURCHASE AGREEMENT

This SHARE SALE AND PURCHASE AGREEMENT (Agreement) is made on __________________ by and between:

1. __________ a company established and existing under the laws of the Republic of __________________ and having its registered office at __________________ (Company);

2. AAAA, a company duly incorporated and having its registered office at __________________ (Vendor); and

3. CCCC. a company duly incorporated in the State of __________________ and having its office at __________________ (Purchaser).

WHEREAS:

A. The Company has an authorized capital of US$__________________ divided into__________________ shares having a par value of US$__________________.

B. The Vendor is the registered holder and beneficial owner of __________________ fully paid shares in the capital of the Company, being __________________% (__________________ percent) of the issued capital of the Company, of which __________________ (Shares) are to be transferred by the Vendor to the Purchaser .

C. The Vendor has agreed to assign and transfer the Shares to the Purchaser and the Purchaser has agreed to accept the Shares from the Vendor upon and subject to the terms and conditions of this Agreement.

IT IS AGREED as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

Unless the context requires otherwise in this Agreement (including the Recitals and Schedules hereto):

“Affiliate” means in relation to a signatory to this Agreement, any corporation which is the holding company of such signatory or any entity in which more than 50% of the voting shares are owned either by such signatory or the holding company of such signatory;

"Business Day" means a day (other than a Saturday or Sunday) which foreign exchange banks are open in Jakarta for business;

"Completion" means performance of the acts to be performed on the Completion Date as set out in Article 4; and

"Completion Date" means the Business Day agreed by the Parties in writing.

1.2 Interpretation

In the interpretation of this Agreement, unless the context otherwise requires:

(1) a reference to a Party is a reference to a party of this Agreement;

(2) a reference to any article, paragraph, or schedule is a reference to a article, a paragraph of, or schedule to, this Agreement unless otherwise specified;

(3) a word denoting

(a) the singular includes the plural and vice versa;

(b) any gender includes each other gender;

(c) an individual includes a corporation and vice versa;

(4) headings are for convenience only and shall not affect the construction of this Agreement.

ARTICLE 2

SALE AND PURCHASE OF THE SHARES

2.1 For the consideration set out in Clause 3, the Vendor hereby agrees to sell and transfer, and the Purchaser respectively hereby agrees to purchase and accept from the Vendor, the Shares on the terms and conditions of this Agreement and any other terms and conditions agreed in writing between the Parties.

2.2 The sale and purchase of the Shares will be effective on the Completion Date and payment for the Shares shall be as set out in Article 3.

ARTICLE 3

CONSIDERATION AND PAYMENT

The purchase price for the sale and purchase of the Shares has been agreed in writing between the Parties (Purchase Price) and is payable by the Purchaser to the Vendor on the date of this Agreement (or such other date as agreed in writing between the Parties) and upon terms agreed in writing between the Vendor and the Purchaser.

ARTICLE 4

PROCEDURE OF COMPLETION

4.1 Completion will take place on the Completion Date at the offices of __________________, or such other place as the Parties may agree in writing.

4.2 Completion shall be subject to the approval by the Investment Coordinating Board (BKPM) of the purchase of the Shares by the Purchaser.

ARTICLE 5

WARRANTIES

5.1 The Vendor hereby irrevocably represents and warrants to the Purchaser that the Shares will be transferred free from any mortgage, charge, lien, pledge or other encumbrance and with all rights, including dividend rights, attached or accruing to them on and from Completion.

5.2 The Purchaser agrees and acknowledges that, other than as set out in Clause 5.1, no warranties or representations are made or given by the Vendor with respect to the Shares or the Company.

ARTICLE 6

TERMINATION

The Parties hereby irrevocably waive the second and third sentences of Article 1266 of the Indonesian Civil Code.

ARTICLE 7

SEVERABILITY

If a court determines that a word, phrase, sentence, paragraph, clause or part is enforceable, illegal or void than it shall be severed and the other provisions of this Agreement shall remain operative.

ARTICLE 8

AMENDMENTS

This Agreement may not be amended, modified, altered or supplemented except by means of a written agreement or other instrument on behalf of each of the parties.

ARTICLE 9

ASSIGNMENT

Except as otherwise permitted hereunder, no party may assign its interests under this Agreement without the prior written consent of the other party.

ARTICLE 10

GOVERNING LAW

This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the Republic of __________________ and each party irrevocably submits to the exclusive jurisdiction of the relevant courts of the Republic of Indonesia

SIGNED AS AN AGREEMENT:

SIGNED for and on behalf of )

AAAA ) …………………………………..

……………………………………………………….

Witness

SIGNED for and on behalf of )

The Company by its )

President-Director and a Director: ) …………………………………..

President - Director

.....................................………………………………

Director

SIGNED for and on behalf of CCCC

by its President )

in the presence of: ) ………………………………

President

……………………………………………………….

Witness

SCHEDULE 7

DEED OF TRANSFER OF SHARES

No: __.

On this day, , dated of __________________.

Appeared before me, [*], Notary Public in Jakarta, in the presence of witnesses known to me, Notary Public, and whose names will be mentioned at the end of this deed.

1. AAAA,) a company duly incorporated and having its registered office at __________________ (Vendor”); and

2. CCCC, a company duly incorporated in the State of California and having its office at 168 Mason Way, Unit #A-5, City of Industry, California 91746, United States of America (Purchaser”).

WHEREAS:

A. The Vendor is the registered holder and beneficial owner of ____________ fully paid shares in the capital of the Company, a limited liability company established and existing under the laws of the Republic of ____________ (“Company”), being ____________ % (____________ percent) of the issued capital of the Company (Shares”).

B. The Vendor has agreed to transfer the Shares to the Purchaser and the Purchaser has agreed to accept the Shares from the Vendor upon and subject to the terms and conditions of this Deed.

NOW THEREFORE in consideration of the mutual premises and covenants herein contained, the parties hereby agree as follows:

Article 1

The Vendor hereby sells and transfer, and the Purchaser respectively hereby purchases and accept from the Vendor, the Shares on the terms and conditions of this Deed and any other terms and conditions agreed in writing between the Parties.

Article 2

The price for the sale and transfer of the Shares as previously agreed between the parties has been paid in full by the Purchaser to the Vendor.

The Vendor further acknowledges that it has received from the Purchaser the full amount of such price on or before the execution of this Deed and this Deed shall also serve as the legal receipt thereof.

Article 3

The transfer of the Shares pursuant to this Deed shall be effective on the date hereof (“Effective Date”) and from the Effective Date the Vendor shall be released from its obligations as a shareholder of the Company as provided in the articles of association of the Company.

Article 4

4.1 The Vendor hereby irrevocably represents and warrants to the Purchaser that the Shares will be transferred free from any mortgage, charge, lien, pledge or other encumbrance and with all rights, including dividend rights, attached or accruing to them on and from the Effective Date.

4.2 The Purchaser agrees and acknowledges that, other than as set out in Clause 4.1, no warranties or representations are made or given by the Vendor with respect to the Shares or the Company.

Article 5

5.1 Upon the Effective Date:

(a) the rights and title to the Shares shall vest in the Purchaser and accordingly all of the rights and obligations of a shareholder in respect of the transferred Shares shall be to the benefit or risk of the Purchaser;

(b) the Vendor shall deliver to the Purchaser the share certificates for the Shares and any other documents in its possession or under its control which may be necessary to give full and final effect to the transfer of the Shares to the Purchaser; and

(c) the Purchaser shall be empowered to notify the Board of Directors of the Company that the Shares have been transferred and to have the Shares appropriately registered in the Share Registration Book of the Company in the name of the Purchaser.

6.2 The powers hereby conferred upon the Purchaser shall constitute an essential and indispensable part of this Deed, and are therefore irrevocable and not subject to termination for any causes whatsoever including the reasons set forth in Articles 1813, 1814 and 1816 of the Indonesian Civil Code.

Articles 6

This Deed constitutes the valid and binding agreement of the Vendor and the Purchaser and is enforceable in accordance with its terms.

Article 7

This Deed shall be governed by and interpreted in all respects in accordance with the laws of the Republic of Indonesia.

-The appearers are known to me, the Notary.

IN WITNESS WHEREOF

This deed has been drawn up and executed in Jakarta, on the day and date as mentioned in the preamble of this deed, in the presence of

residing in Jakarta, who are known to me, the Notary, as witnesses.

This deed has been duly read out by me, Notary, to the appearers and witnesses,

DATED ____________

BETWEEN

AAAA

AND

BBBB

AND

The Company

AND

CCCC

AND

DDDD

JOINT VENTURE TERMINATION AGREEMENT