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MOU

Seller: PT Kasih Industri Indonesia


Buyer: Datang International (Hongkong) Limited

Background:

Eka Wahyu Kasih and his spouse are the 99% shareholder of PT Kasih Industri
Indonesia, PT Daya Bambu Sejahtera, PT Kasih Tata International and PT Mutiara
Fortuna Raya.

Cooperation method:

After seller gives guarantee to buyer, Buyer will give down payment of 10 million
USD to secure 2 million tons of coal, which will be returned 2 years after the down
payment is received by seller. Seller is obligated to return interest rate of 7.5% per
annum to buyer, interest rate will be paid once every 3 months. For the first 6 months
after the down payment is paid, the minimum quantity in which seller provides to
buyer will be at least 110,000MT per month, seller will give buyer profit of
0.50usd/MT for the first 110,000MT per month. For the 7th month to the 24th month,
$5.00 per mt will be deducted from the investment capital amount for each shipment
and $2.50 per mt will be paid to buyer as a profit.

Buyer has option to increase the value of the down payment amount by using the
same terms and conditions as above.

Period of MOU

1) The validity of MOU ends when the contract agreement is signed by both
parties
2) Contract agreement will be signed maximum 30 days after the MOU is signed
by both parties.
3) Remittance of downpayment amount will be paid to seller latest 2 weeks after
the date of signing agreement

Seller’s Responsibility:

1) Seller is obligated to supply buyer a total of 2 million tons within 2 years after
downpayment is received by seller
2) Seller will provide detailed corporate guarantee from PT Kasih Industri
Indonesia affiliate companies, which is PT Daya Bambu Sejahtera, PT Kasih
Tata International and PT Mutiara Fortuna Raya and personal guarantee from
Mr Eka Wahyu Kasih to the down payment amount provided by buyer.
3) Seller will provide a list of detailed to do expense that will be used by the
down payment amount. Expense will include land purchase and operational
cost. Detailed expense will be as per attached file.
4) Seller is obligated to return interest rate of 7.5% per annum to buyer, interest
rate will be paid once every 3 months
5) For the first 6 months, seller will give buyer 0.50usd profit to buyer for the
first 110,000MT every month. For quantites above 110,000MT every month,
there will not be any 0.50usd profit given to buyer. For quantities below
110,000MT per month, seller is obliged to give $0.50 per MT to buyer for the
difference between actual delivered quantities and 110,000MT per month

6) For the 7th month to the 24th month, $5.00 per mt will be deducted from the
investment capital amount for each shipment and $2.50 per mt profit will be
paid to buyer for a minimum of 110,000MT every month. For quantities
above 110,000MT every month, there will not be any $5.00 deduction from
the investment capital amount and will not be any $2.50 per mt profit given to
buyer. For quantities below 110,000MT per month, seller is obliged to give
$5.00+$2.50 per MT to buyer for the difference between actual delivered
quantities and 110,000MT
7) Cooperate with buyer with regards to due diligence of company and guarantee
provided by seller, both parties cooperation agreement will be as per final
contract according to lawyer assigned by buyer.
8) Allow buyer’s personnel to supervise coal production from the mine.

Buyer’s responsibility:

1) Buyer is obligated to give a total down payment of 10 million usd to buyer.


2) Buyer is obligated to purchase a minimum of 110,000MT every month in a
period of 2 years.
3) For each shipment, buyer will provide 100% irrevocable LC at sight to seller
for full amount.

Arbitration

This MOU and any other subsequent agreements that may arise, such as the
Agreements, shall be construed and be governed by the laws of Hong Kong.

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