Instruction to Bidder Candidate

All Bidders Candidate participating in this Tender will form a consortium and must include
all of provisions hereunder in its consortium agreement as the minimum provisions. The
Bidder Candidate may stipulate additional provisions to accommodate the Parties’ need, but
shall not in any way reduce and/or modify and/or otherwise contrary to these minimum
provisions. Failure to observe this instruction shall prevent Bidder Candidate from
participation in this Tender.

CONSORTIUM AGREEMENT OF
THE CONSTRUCTION OF COOKING
OIL PLANT OWNED BY PT.
________________ WITH 600,000
MTPY CPO CAPACITY IN THE
SPECIAL ECONOMIC ZONE, SEI
MENGKEI.

This Consortium Agreement (hereinafter

referred to as the “Agreement”) is made and
signed in _________, on ____________ by
THE PARTIES below:

1. LIPICO TECHNOLOGY
PTE.LTD, a legal entity established
under the law of the State of
Singapore, having its office
at__________, in this case
represented by__________ from
and therefore lawfully acting for
and behalf of ____________
hereinafter referred to as “FIRST
PARTY”

2. PT_______________________
[auction winner] legal entity
established under the laws of the
Republic of Indonesia, having its
office at________
_______, in this case represented by
_________ form and therefore
lawfully acting for and on behalf of
PT_______, henceforth in this
agreement called “SECOND
PARTY”
FIRST PARTY and SECOND PARTY are
collectively referred to as the PARTIES,
and individually referred to as the PARTY.
THE PARTIES first explain the following
matters:

1. Whereas, the FIRST PARTY has

been appointed by PT. Industri
Nabati Lestari as the technology
owner chosen for the Cooking Oil
Plant owned by PT. Industri Nabati
Lestari with a capacity of 600,000
MTPY located in the Special
Economic Zone (SEZ), Sei
Mengkei.

2. The SECOND PARTY is Indonesia

Main Contractor appointed by PT.
Industri Nabati Lestari as the
auction holder for the construction
of a Cooking Oil Plant with a
capacity 600,000 MTPY located in
the Special Economic Zone (SEZ),
Sei Mengkei.

3. Whereas, in order to comply with

the provisions of provisions 8 of the
Preliminary Agreement for
Approval for the Use of Technology
and the provisions in the Tender
Document ________________ THE
PARTIES agreed to form a
Consortium for the construction of
cooking oil plant PT. Industri
Nabaty Lestari _________________
as referred to above.

Based on the description above, the

PARTIES agree to implement the
Consortium Agreement, with the
following terms and conditions:
 Provision 1
Definition

(1) Definition
In this Agreement, terms whose
first letters are capitalized and are
defined below, unless otherwise
specified in their context, have the
same meaning as governed as
follows:

a. Projects are all activities

related to the
implementation of factory
construction including but
not limited to the
construction of facilities and
utilities as well as supporting
facilities and infrastructure.

b. Factory is a Cooking Oil

Plant owned by PT. Industri
Nabati Lestari, located in the
Special Economic Zone, Sei
Mengkei, with a capacity of
600,000 MTPY CPO which
is part of the Project.

c. PT. Industri Nabati Lestari,

formerly PT Sinergi Oleo
Nusantara
------------------------------ is
as a Giver of Tasks / Jobs to
the Consortium to carry out
Project.

d. The Consortium is a
collaboration between the
FIRST PARTY and the
SECOND PARTY to carry
out the Project named
"Consortium
[-----------------------]".

e. The Consortium
Agreement is a cooperation
 agreement between the
FIRST PARTY and the
SECOND PARTY to
implement the Project.

f. Introduction Agreement
The Agreement on the Use
of Technology is an
Agreement between PT.
Sustainable Vegetable
Industry
------------------------- and
Lipico Technologies Ptd.
Ltd. concerning Approval
for the Use of Technology
-------------------- dated
---------------------

g. Tender Documents are

Tender Documents for
auction for the Construction
of a Cooking Oil Plant with
a Capacity of 600,000
MTPY CPO located in the
Special Economic Zone
(SEZ) Sei Mengkei, dated
------------------------
------------

h. The Edible Vegetable Oil

Construction Agreement is
an Agreement between PT.
Industri Nabati
Lestari--------------------------
---- (as the giver of
tasks/jobs) with PT --------
-------------------- (as the
Head of the Consortium)
regarding the
Implementation of Project
Work with the Scope of
Engineering, Procurement
and Constructions.

(2) References
In this Consortium Agreement,
unless otherwise stated, then:

- reference to a "part",
"article" or "attachment"
means a reference to a part,
article or attachment to this
Agreement and all
references to this Agreement
including every part, article
or attachment;

- references to articles must

be read in sub-article,
paragraph and sub
paragraph as referred to sub-
article, paragraph and sub-
paragraph as appropriate;

- references to words that

indicate single words
include plural words and
vice versa;

- words that indicate

individuals can be
interpreted by the company
and vice versa;

- references to the word

"including" have the
meaning including without
limitation;

- references to laws,
regulations, decisions or
other statutory provisions
include any amendments,
re-enactment or replacement
legislation after the date of
this Agreement;

- references to each document

or agreement include any
changes, additions,
developments or
 replacements of said
documents or agreements
from time to time after the
date of this Agreement;

- references to each party to

this Agreement include any
successor or other approved
power of attorney;

- what is meant by "approval"

or "agreed" or that requires
approval is approval or
written approval;

- what is meant by "change",

"changed" or "modified"
includes any changes,
deletions or additions.