DATED [insert date]

(“Lender”)

and

(“Borrower”)

LOAN AGREEMENT
This Loan Agreement (hereinafter referred to as the “Agreement”) is entered into on this
[insert date], by and between:

1. [X], a [limited liabilitly] company incorporated under the laws of the [origin of the
company], having its registered office at [insert address], in this matter represented by
[***], as the [***] of and therefore valid to act for and on behalf of [X] (hereinafter
referred to as the “Lender”); and

2. [Y], a [limited liabilitly] company incorporated under the laws of the [origin of the
company], having its registered office at [insert address], in this matter represented by
[***], as the [***] of and therefore valid to act for and on behalf of [Y] (hereinafter
referred to as the “Borrower”).

The Lender and the Borrower are hereinafter collectively referred to as the “Parties” and
individually referred to as the “Party”.

The Parties firstly stated as follows:

a. The Borrower intends to borrow from the Lender an aggregate amount of US$ ***.

b. The Lender has agreed to make available an aggregate amount of US$ *** to the
Borrower upon the terms and conditions of this Agreement.

Therefore, the Parties agree to stipulate any further the terms and conditions of this
Agreement as follows:

1. DEFINITION

In this Agreement, except to the extent that the context otherwise requires, the
following words and expressions shall have the following meanings:

“Business Days” means a day (other than a Saturday or a Sunday) on which banks
are open for general business.

“Commitment” means the principal amount of the borrowing under this Agreement
in an aggregate amount equal to US$ ***

“Default” means:

(a) an Event of Default; or

(b) an event which, with the giving of notice, lapse of time, determination of
materiality or fulfilment of any other applicable condition under this
Agreement would constitute an Event of Default.

“Facility” means the loan facility referred to in Article 2.1 of this Agreement (Loan
Facility).

2
 “Finance Documents” means any of the following:

(a) this Loan Agreement;

(b) Security Document(s),
(c) Power of Attorney,
(d) any other document designated as such by the Borrower for the interest of the
Lender;

“Finance Party” means the Lender or its successor or its assignor, which may be
determined from time to time by the Lender with written notification to the
Borrower.

“Loan” means the principal amount of the borrowing under this Agreement or the
principal amount outstanding of that borrowing.

“Repayment Date” means the date falling [insert period of the Loan ie: 3] years
from the date of this Agreement.

“Security Document” means any other document evidencing or creating security

over any asset of the Borrower to secure any obligations to the Lender under the
Finance Documents, substantially in the form of Schedule 1 (Security Document)

“Security Shares” means **** shares in [______], a [limited liabilitly] company

incorporated under the laws of the [origin of the company].

“US$” or “USD” or “US Dollar” means the lawful currency for the time being of
the United States of America.

2. FACILITY

2.1. Loan Facility

Subject to the terms of this Agreement, the Lender shall make available to the
Borrower a secured loan facility in an aggregate amount equal to the
Commitment (“Loan Facility”).

2.2. Acknowledgement of Indebtedness

The Borrower hereby acknowledges that upon the signing of this Agreement
and upon fully receipt of the Loan, the Borrower shall have the obligation to
repay the Loan to the Lender pursuant to the term and conditions set out in
this Agreement.

2.3. Nature of a Finance Party’s rights and obligations

Unless all the Finance Parties agree otherwise:

3
 (a) the obligations of a Finance Party under the Finance Documents are
several;

(b) failure by a Finance Party to perform its obligations does not affect the
obligations of any other Party under the Finance Documents;

(c) no Finance Party is responsible for the obligations of any other

Finance Party under the Finance Documents;

(d) the rights of a Finance Party under the Finance Documents are
separate and independent rights;

(e) a Finance Party may, except as otherwise stated in the Finance

Documents, separately enforce those rights; and

(f) a debt arising under the Finance Documents to a Finance Party is a

separate and independent debt.

3. PURPOSE

3.1. Loan

Loan may only be used in respect of [insert the purpose of the Loan]

3.2. No obligation to monitor

No Finance Party is bound to monitor or verify the utilisation of the Facility

and no Finance Party will be responsible for, or for the consequences of, such
utilisation.

4. REPAYMENT

4.1. Repayment

The Borrower shall repay the Loan Facility in a full single bullet repayment on
the Repayment Date. Such repayment shall be made together with accrued
interest, the principal accretion amount in respect of such repayment and all
other amounts accrued or owing under the Finance Documents due to the
Lender.

4.2. Currency

(a) Unless this Agreement or a Finance Document specifies that payments

under it are to be made in a different manner, the currency of each
amount payable under this Agreement or the Finance Document is
determined under this Article.

4
 (b) Amounts payable in respect of costs and expenses are payable in the
currency in which they are incurred.

(c) Each other amount payable under the Finance Documents is payable
in US Dollars.

4.3. Business Days

(a) If a payment under this Agreement is due on a day which is not a

Business Day, the due date for that payment will instead be the next
Business Day in the same calendar month (if there is one) or the
preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal
under this Agreement interest is payable on that principal at the rate
payable on the original due date.

5. INTEREST

The rate of interest on Loan Facility is ** per annum and calculated on the basis of a
360-day year and the actual number of days calculated in such period.

6. COLATERAL

6.1. To secure the prompt and punctual payment given under this Agreement to
the Lender, the Borrower shall pledge the Security Shares to Lender or its
successor or its assignor in an agreed form as stipulated under the Security
Documents and pursuant to the prevailing laws and regulations.

6.2. The Borrower agrees that it shall not have the right to sell, transfer or
otherwise dispose of the Security Shares until such time that the Loan Facility
has been fully paid to the Lender according to the Article 4.1.

7. TAXES

All payments to be made by the Borrower to Lender hereunder shall be made in US

Dollars and shall be made to such account with such bank as may be advised by
Lender from time to time, in full without set-off or deduction of any kind on account
of taxes or otherwise. In the event the Borrower is required by law to deduct any tax
or other sum from any payment, the Borrower shall pay and bear such additional
amount as shall be necessary that Lender receives the full amount of the payment
required as if no such deduction were required. The Borrower shall indemnify Lender
from and against all liability with respect to taxes of all jurisdictions in relation to any
and all sum paid or payable under this Agreement.

5
8. GUARANTEE AND INDEMNITY

8.1. Indemnity

Borrower hereby indemnifies the Lender immediately on demand against any

loss or liability suffered by the Lender if any payment obligation guaranteed
by it is or becomes unenforceable, invalid or illegal; the amount of the loss or
liability under this indemnity will be equal to the amount the Lender would
otherwise have been entitled to recover.

8.2. Continuing Guarantee

This guarantee is a continuing guarantee and will extend to the ultimate

balance of all sums payable by the Borrower under the Finance Documents,
regardless of any intermediate payment or discharge in whole or in part.

8.3. Additional security

This guarantee is in addition to and is not in any way prejudiced by any other
security now or subsequently held by the Lender.

9. REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants the Lender, as follows:

9.1. Powers and authority

It has the power to enter into and perform, and has taken all necessary action
to authorise the entry into and performance of:

9.1.1. the Finance Documents to which it is or will be a party and the

transactions contemplated by those Finance Documents; and

9.1.2. The Security Documents as set out in the Schedule 1.

9.2. Non-conflict

The entry into and performance by it of, and the transactions contemplated
by, the Finance Documents to which it is or will be a party do not and will
not conflict with:

9.2.1. any law or regulation applicable to it;

9.2.2. its or any of its constitutional documents; or

9.2.3. any Security Document or any document which is binding upon it or

any of its assets,

6
 9.2.4. which conflict would be reasonably likely to have a material effect.

9.3. No default

9.3.1. No Default is outstanding or might result from the entry by it into any
Finance Document; and

9.3.2. no other event is outstanding which constitutes (or with the giving of
notice, lapse of time, determination of materiality or the fulfilment of
any other applicable condition or any combination of the foregoing,
might constitute) a default under any Finance Documents, Security
Documents or any other document which is binding on it or any of its
assets to an extent or in a manner which might have a material effect.

9.4. Authorisations

All authorisations, regulatory approvals and third party consents required by it

or advisable in connection with the entry into, performance, validity and
enforceability of, and the transactions contemplated by, the Finance
Documents and the Security Documents to which it is a party have been
obtained or effected (as appropriate) and are in full force and effect.

9.5. Litigation

No litigation, arbitration or administrative proceedings are current or, to its

knowledge, pending or threatened, which, if adversely determined, are
reasonably likely to have a material effect.

9.6. Taxes on payments

All amounts payable by it under the Finance Documents to which it is or will

be a party may be made free and clear of and without any Tax Deduction.

9.7. Jurisdiction/governing law

9.7.1. irrevocable submission under this Agreement to the jurisdiction of the

courts of Indonesia;

9.7.2. agreement that this Agreement is governed by Indonesian law; and

9.7.3. agreement not to claim any immunity to which it or its assets may be
entitled, are legal, valid and binding under the laws of its jurisdiction of
incorporation;

10. DEFAULT

Each of the events set out in this Article is an Event of Default.

7
10.1. Non-payment

The Borrower does not pay on the Repayment Date any amount payable by it
under the Finance Documents in the manner required under the Finance
Documents, unless the non-payment:

13.1.1. is caused by technical or administrative error; and

13.1.2. is remedied within 3 [three] Business Days of the due date.

10.2. Misrepresentation

A representation made or repeated by the Borrower in any Finance

Document or in any document delivered by the Borrower under any Finance
Document is incorrect in any material respect when made or deemed to be
repeated.

10.3. Insolvency

Any of the following occurs in respect of:

10.3.1. it is, or is deemed for the purposes of any law to be, unable to pay its
debts as they fall due or insolvent;

10.3.2. it admits its inability to pay its debts as they fall due;

10.3.3. it suspends making payments on any of its debts or announces an

intention to do so;

10.3.4. by reason of actual or anticipated financial difficulties, it begins

negotiations with any creditor for the rescheduling of any of its
indebtedness; or

10.3.5. a moratorium is declared in respect of any of its indebtedness.

10.4. Effectiveness of Finance Documents

10.4.1. It is or becomes unlawful for the Borrower to perform any of its

obligations under the Finance Documents.

10.4.2. Any Finance Document is not effective or is alleged by the Borrower

to be ineffective for any reason.

10.5. Consequences Event of Default

10.5.1. Lender may terminate this Agreement at any time during the term of
this Agreement by notice to Borrower effective immediately upon
receipt by Borrower of the notice if any of the events as set out in
Article 10.1, 10.2, 10.3 and 10.4 occurs.

8
 10.5.2. Lender’s exercise of any of its rights under this Article 10 will be in
addition to and not in limitation of any other rights and remedies it
may have in the event of any breach or Default by Borrower.

10.5.3. Notwithstanding such termination as set out in Article 10.5.1, Lender

shall have the right to exercise or to execute its rights under the
Security Documents which shall survive upon the termination of this
Agreement.

11. DISCLOSURE OF INFORMATION

11.1. Each Party shall keep confidential any information supplied to it in

connection with the Finance Documents. However, the Party is entitled to
disclose information:

11.1.1. which is publicly available, other than as a result of a breach by that

Finance Party of this Article;

11.1.2. in connection with any legal or arbitration proceedings;

11.1.3. if required to do so under any law or regulation;

11.1.4. to a governmental, banking, taxation or other regulatory authority;

11.1.5. to its professional advisers;

11.2. This Article supersedes any previous confidentiality undertaking given by a

Party in connection with this Agreement prior to it becoming a Party in this
Agreement.

12. SEVERABILITY

If a term of a Finance Document is or becomes illegal, invalid or unenforceable in

any jurisdiction, that will not affect:

12.1. the legality, validity or enforceability in that jurisdiction of any other term of
the Finance Documents; or

12.2. the legality, validity or enforceability in other jurisdictions of that or any other
term of the Finance Documents.

13. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts. This has
the same effect as if the signatures on the counterparts were on a single copy of the
Finance Document.

9
14. NOTICES

14.1. In writing

(a) Any communication in connection with a Finance Document must be

in writing and, unless otherwise stated, may be given in person, by
post, telex, fax, e-mail or any other electronic communication; or

(b) For the purpose of the Finance Documents, an electronic

communication will be treated as being in writing.

(c) Unless it is agreed to the contrary, any consent or agreement required

under a Finance Document must be given in writing.

14.2. Contact details

(a) The contact details of the Lender for this purpose are:

Address: [***]
Phone/Fax: [***]
Attention: Director

(b) The contact details of the Borrower for this purpose are:

Address: [***]
Phone/Fax: [***]
Attention: Director

(c) Any Party may change its contact details by giving five Business Day’s
notice to the each Party.

15. LANGUAGE

15.1. Any notice given in connection with a Finance Document must be in English.

15.2. Any other document provided in connection with a Finance Document must
be:

(a) in English; or

(b) accompanied by a certified English translation. In this case, the

English translation prevails unless the document is a statutory or other
official document.

15.3. In compliance with Law No. 24 of 2009 regarding National Flag, Language,
Emblem and National Anthem (“Language Law”), the Borrower agrees to
take all necessary action to sign and execute the Indonesian language version
of this Agreement within sixty (60) days of the date of this Agreement, or any
other date as agreed by the Parties. In the event of inconsistency or conflicts

10
 between the English language and Indonesian Language, or any other
language, the Indonesian language shall prevail and govern.

16. GOVERNING LAW

This Agreement is governed by the law of Republic of Indonesia.

17. DISPUTE SETTLEMENT

Any dispute, controversy or claim arising between the Parties, whether relating or not
to this Agreement, violations, including questions relating to the interpretation, the
appointment, the validity, effectiveness and termination of the rights or obligations of
the Parties, shall be settled amicably by the Parties. If the dispute cannot be settled
amicably by the Parties, the Parties agree to file the dispute settlement to the South
Jakarta District Court, which shall examine and decide according to the rules and
procedures, the decision of which shall be legally binding to the Parties.

--------------------------------------signature page in the next page--------------------------------------

11
This Loan Facility has been made in 2 (two) copies, both copies have been sealed by stamp
duty and each copy has the same legal enforcement, and entered into on the date stated at
the beginning of this Loan Agreement.

IN WITNESSES WHEREOF

The LENDER, The BORROWER,

By :_______________ By :_______________
Name : Name :
Title : Title :

12
 SCHEDULE 2
SECURITY DOCUMENTS

SHARE PLEDGE AGREEMENT

This Share Pledge Agreement (hereinafter referred to as this “Agreement”) is entered into
on this [***] day [***], by and between :

1. [X], a company incorporated under the laws of the [origin of the company], having
its registered office at [insert address], in this matter represented by [***], as the [***] of
and therefore valid to act for and on behalf of [X], (hereinafter referred to as the
“Pledgor”)

and

2. [Y], a company incorporated under the laws of the [origin of the company], having
its registered office at [insert address], in this matter represented by [***], as the [***] of
and therefore valid to act for and on behalf of [Y], (hereinafter referred to as the
“Pledgee”);

Pledgor and Pledgee are hereinafter individually referred to as a “Party” and collectively
referred to as the “Parties”.

RECITALS

a. Whereas, this Agreement is made with reference to the term of loan agreement dated
[insert date], entered into by Pledgor and Pledgee, which Pledgee as Lender has agreed
to make available Loan Facility in amounting USD *** (two million United States
Dollar) to Pledgor (hereinafter referred to as the “Loan Agreement”).

b. Whereas, the Pledgor is the legal owner of ** (_______) shares representing of **%
(_____ percent) of the total number of shares that have been issued and paid in
[___________], a limited liability company incorporated under the laws of the
[___________] and domiciled in [___________] (“Company”), (hereinafter referred
to as the “Pledged Shares”).

c. Whereas, to secure the due and prompt repayment in full of all or any part of the
amounts due and payable or from time to time become due and payable by the
Pledgee under the Loan Agreement, Pledgor has agreed to pledge the Pledged Shares
to the Pledgee.

NOW THEREFORE, IT IS HEREBY AGREED as follows :

1. DEFINITIONS

1.1. Unless otherwise provided in this Agreement the following expressions shall
have the following meanings :
 (a). “Pledged Shares” shall mean ** (_____) equivalent of **% (**
percent) of issued capital of the Company, owned by Pledgor;

(b) “Company” shall mean [___________], a limited liability company

incorporated under the laws of the [___________] and domiciled in
[___________].

2. PLEDGE OF SHARES

2.1 Pledge

To secure the due and prompt payment in full of all or any part of the
amounts due and payable or from time to time to become due and payable
(whether actual or contingent and including, without limitation, indemnity
obligation) by Pledgor under the Loan Agreement (as each of the said
documents may, from time to time be amended, restated, supplemented,
extended, novated, or renewed) including all costs, charges or payment which
the Pledgee pays or incurs in connection with the exercise or attempted
exercise of any right, power or remedy conferred under this Agreement, the
Pledgor hereby pledges the Pledged Shares to the Pledgee and the Pledgee
accepts the Pledged Shares from the Pledgor ordinary and fully paid up
registered shares which the Pledgor presently holds in Company

2.2 Shares

Whenever the word “Pledge Shares” is used herein, such word shall also
include, where the context so rights to vote, permits, dividend coupons and
talons.

3. REPRESENTATIONS AND WARRANTIES

The Pledgor hereby represents and warrants that :

a. Pledgor is the sole legal, beneficial and rightful owner of the Pledged Shares.

b. The Pledged Shares are duly authorized, validly issued, fully paid up and free
and clear of any security interest or other encumbrances whatsoever and the
Pledged Shares are not presently subject to dispute or seizure by any public or
private authority.

c. The Pledgor shall, if any Pledged Shares is encumbered by any security

interest, at its own cost and expense forthwith free such Pledged Shares there
from, and shall hold the Pledgee fully harmless from any claims of third
parties alleging any title or interest in the Pledged Shares.
 d. The Pledgor has acquired, legal title and good right and lawful authority to
Pledge, assign and deliver the Pledge Shares as provided herein

e. The Pledgor warrants and shall defend the title to the Pledged Shares and the
security interest of the Pledgee thereon against all claims of all persons
whomsoever and shall maintain and preserve such security interest so long as
this Agreement remains in full force and effect.

f. The Pledgor shall not deal with the Pledgee Shares in any way contrary to the
interest of the Pledgee

g. No provision of the Articles of Association (or equivalent constitutional

documents) of the Pledgor or the Company or any agreement or instrument
by which the Pledgor or the Company is bound prohibits or in any way
restrict the ability of the Pledgor to pledge and deliver the Pledged Shares and
the right of the Pledgee to sell the Pledged Shares as contemplated hereunder
and that all necessary governmental, corporate or other approvals necessary or
advisable for the Pledge, delivery and the sale of Pledge Shares as
contemplated hereunder have all been obtained

h. This Agreement constitutes the legal, valid and binding obligations of the
Pledgor and enforceable against the Pledgor in accordance with its terms

i. The Pledgor shall not pledge, assign, deliver, sell, transfer or otherwise
dispose of or encumber in any way any of the Pledged Shares except as
provided herein

j. No action shall be taken by the Pledgor which would be inconsistent with any
provisions of this Agreement, the Loan Agreement or any other document
contemplated herein or therein

k. The Pledgor acknowledges the contents of the Loan Agreement.

4. ENFORCEMENT OF THE PLEDGE

4.1. Receipt of Distributions; Sale of Pledged Shares; Voting Rights

If an Event of Default has occurred, the Pledgee, including its successor or its
assignee may without demand of payment or notice of intention and without
obtaining any decree, order or authorization of any court, all of which the
Pledgor hereby waives:

a. Require all profits, dividends and other distributions payable by the

Company with respect to the Pledged Shares to be paid to the Pledgee
or its appointee; in the event the Company is wound up, the
liquidation proceeds in respect of the Pledged Shares shall be paid to
the Pledgee or its appointee.
 b. In general to act in all matters in the place and stead of the Pledgor as
Shareholder of the Company, to do and perform all acts including the
right to vote in shareholders meeting, which the Pledgor as owner of
the Pledged Shares now or in the future would be entitled to do and
perform without exception.

4.2. Continuing

The Pledgor shall continue to be liable for the unpaid balance of all amounts
due and payable with respect to moneys due under the obligations to the date
of payment thereof.

5. ADDITIONAL COVENANTS

The obligations and undertaking of the Pledgor under this Agreement shall remain in
full force and effect without regard to and shall not be impaired or affected by:

a. Any amendment or modification of or addition or supplement to the Loan

Agreement or any other document contemplated herein or therein or any
assignment or transfer hereof or thereof, or

b. Any exercise, partial exercise delay in exercise or non exercises by the Pledgee
or any right, remedy, power of privilege under or in respect of this
Agreement, the Loan Agreement or any other document contemplated herein
or therein or any assignment or transfer hereof or thereof or any waiver or
any right, remedy, power of privilege; or

c. Any bankruptcy or similar proceeding regarding the Pledgor, or

d. Any assignment or transfer by the Pledgor of the Pledge’s interest in the

Pledged Shares.

e. Any other circumstance, whether or not the Pledgee shall have notice or
knowledge thereof

The Pledgor shall cause the Company to deliver to the Pledgee promptly copies of
any and all notices, statements or other documents including, but not limited to,
notices of General Meetings of Shareholders of the Company, dispatched by the
Company to the Pledgor.

6. MISCELLANEOUS

6.1. Termination

It is understood and agreed by the Pledgor that the pledge of the Pledged
Shares herein is a continuing security for payment to the Pledgee of all
amounts which may now or hereafter from time to time be owing to the
 Pledgee in respect of the obligation under Loan Agreement, and this
Agreement shall not be terminated and the security created hereunder shall
not be regarded as discharge or satisfied until full and final payment of all
such obligations under the Loan Agreement.

6.2. Severability

In case any one or more of the provisions contained in this Agreement should
be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and the parties hereto shall enter into good faith
negotiations to replace the invalid, illegal or unenforceable provision.

6.3. Governing Law

This Agreement shall be governed by and construed in accordance with the

laws of the Republic of Indonesia.

6.4. Dispute Settlement

Any dispute, controversy or claim arising between the Parties, whether

relating or not to this Agreement, violations, including questions relating to
the interpretation, the appointment, the validity, effectiveness and termination
of the rights or obligations of the Parties, shall be settled amicably by the
Parties. If the dispute cannot be settled amicably by the Parties, the Parties
agree to file the dispute settlement to the South Jakarta District Court, which
shall examine and decide according to the rules and procedures, the decision
of which shall be legally binding to the Parties.

6.5. Indemnity

As a separate and independent obligation, the Pledgor agrees to indemnify

and hold the Pledgee harmless from and against any and all claims, losses,
liabilities and expenses which may be suffered or incurred by the Pledgee with
respect to this Agreement.

6.6. Waiver and Cumulative Rights

The Pledgee shall be under no obligation to enforce any right or benefit

hereunder. The Pledgor agrees that no failure or delay on the part of the
Pledgee to exercise any of its right, power or privilege hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any of its right,
power or privilege. The rights and remedies herein provided are cumulative
and not exclusive of any rights or remedies provided by law.

6.7. Delivery of Notices

Any notice or communication to be made or delivered by one party to

another pursuant to this Agreement shall be in writing and shall be (i)
 personally delivered or (ii) transmitted by postage prepaid registered mail
(airmail if international) or (iii) transmitted by facsimile transmission (as
alected by the party giving such notice) to the following address:

If to the Pledgor:

Address: [***]
Phone/Fax: [***]
Attention: Director

If to the Pledgee

Address: [***]
Phone/Fax: [***]
Attention: Director

6.8. Change of Address; Receipt of Notice; Language

Any party may change its address for purposes hereof by fifteen days’ written
notice to the other party. Except as otherwise provided in this Agreement,
notices or communications shall be effective (i) if personally delivered, on the
date of delivery (ii) if transmitted internationally by postage prepaid registered
air mail, on the date 14 (fourteen) days after posting (iii) if transmitted by
postage prepaid registered air mail, on the date 7 (seven) days after posting
and (iv) if transmitted by facsimile transmission, on the date of transmission
with confirmed answerback. All notices hereunder and all documents and/or
instruments delivered in connection with this Agreement shall be in the
English language except where required by applicable law to be in Indonesia,
in which case a sworn translation to English shall be provided.

6.9. Amendment, Assignment and Binding Effect

This Agreement may be amended, but only by an instrument in writing signed

by The Parties hereto. This Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto. The
Pledgee may at any time assign all or any part of its right and benefits
hereunder, and in that event the assignee shall have the same rights against
hereto. The Pledgor shall have no right to assign or transfer its rights or
obligations hereunder except with the prior written consent of the Pledgee.

6.10. Headings

The headings of the various articles herein are of reference only and shall not
define or limit of the provisions hereof.
 6.11. References to Other Documents

All defined terms used in this Agreement which refer to other documents
shall be deemed to refer to such other documents as they may be amended,
supplemented, or replaced from tIme to time.

6.12. Language

The language of this Agreement is the English language and no translation

made or to be made hereof shall have any legal validity.

IN WITNESSES WHEREOF

The PLEDGOR, The PLEDGEE

By :_______________ By :_______________
Name : Name :
Title : Title :