ASSET TRANSFER AGREEMENT

Number: ..........

On this day, ............., the sixteenth day of August two thousand and two (16-08-2002).
Appear before : Doctor Haji ................, Sarjana Hukum, Specialist Notariat, in the execution of State's duty
as a Notary, Public Official in Jakarta, to ratify this original deed, in the presence of witnesses whose name
will be mentioned in the end of this deed :
----------------------------------------------------------------------------------------
1. Mister ...............

for the legal action mentioned in this Agreement having already obtained spousal approval as
stated in the spouse approval letter dated the ninth day of August two thousand and two (09-08-
2002), approriate duly stamp and its copy is attached in the minute of thies deed; -----------------------
(Mister..........., his heirs, successors in title and assignees, hereinafter referred to as -"Transferor").
2. Mister ..................

acccording to his statement in this matter acting in his capacity as a President Director such for and
on behalf of PT. BINA PRIMA PERDANA, a limited liability company established under the laws of
the Republic of Indonesia, domiciled in Jakarta and having its head office at ....................., which
articles of association is incorporated in the Deed of Establishment of PT. Bina Prima Perdana
Number ....... dated .........., made before ............., Sarjana Hukum, Notary in Jakarta, such Deed
has been approved by the Ministry of Justice and Human Rights of the Republic of Indonesia as
stated in the decree dated ........... Number ..............., and lastly amended by Resolution of Meeting
(Peryataan Keputusan Rapat) Number ........dated ............, made before me, Notary, and for
performing legal action hereunder has obtained approval from : -----------------------------------------------
a. mister .........., President Commissioner of PT. BINA PRIMA PERDANA, residing in
Jakarta, who also appear and give his signature as his approval before me, Notary; --------
b. mister .............., Commissioner of PT. BINA PRIMA PERDANA, residing in Jakarta, as
evidenced by a Power of Attorney, dated ..........., made in non-authentic, furnished with
sufficient stamp duty and its copy is attached in the minute of this deed. ------------------------
c. Extraordinary General Meeting of Shareholders of PT. BINA PRIMA PERDANA, as
evidenced by the Deed of Pernyataan Keputusan Rapat, dated ............., Number ........,
made before ........, Notary in Jakarta. ---------------------------------------------------------------------
(PT. BINA PRIMA PERDANA, its successors in title and assignees, hereinafter referred to
as the "Transferee"); ------------------------------------------------------------------------------------------
3. Mister ...............

-according to his statement in this matter acting by virtue of a power of attorney, dated ............,
Number ............., made in non-authentic, furnished with sufficient stamp duty, and its copy is
attached in the minute of this deed, as attorney of Mister Insinyur ............., in his capacity as a
Chairman of BADAN PENYEHATAN PERBANKAN NASIONAL (The Indonesian Bank
Restructuring Agency), a special government agency formed by Presidential Service Decree
 Number 27 of the Year 1998 regarding the formation of the Indonesian Bank Restructuring Agency
and which has those duties and authorities as contained in Article 37A and Article 59A of Law
Number 7 of the Year 1992 regarding Banking as amended by Law Number 10 of the Year 1998
("Banking Law") and the Government of the Republic of Indonesia Regulation Number 17 of Year
1999 regarding Indonesian Bank Restructuring Agency, as amended respectively by the
Government of the Republic of Indonesia Regulation Number 95 of Year 1999 regarding
Amendment to the Government of the Republic of Indonesia Regulation Number 17 of Year 1999
regarding Indonesian Bank Restructuring Agency the Government of the Republic Indonesia
Regulation number 99 of the year 1999 regarding the Second Amendment to the Government of
the Republic of Indonesia Regulation Number 17 of Year 1999 regarding Indonesian Bank
Restructuring Agency, the Government of the Republic of Indonesia Regulation Number 18 of the
Year 2000 regarding the Third Amendment to the Government of the Republic of Indonesia,
Regulation Number 17 of Year 1999 regarding Indonesian Bank Restructuring Agency, and lastly
amended by the Government of the Republic of Indonesia Regulation Number 47 of the Year 2001
regarding the Fourth Amendment to the Government of the Republic of Indonesia Regulation
Number 17 of Year 1999 regarding Indonesian Bank Restructuring Agency juncto the Government
of the Republic of Indonesia Regulation Number 63 of the Year 2001 regarding the Transfer of
Position, Duties and Authorities of the Minister of Finance in Badan Penyehatan Perbankan
Nasional to the State Minister of State Owned Companies ("PP 63") and having its head office at
.............
-hereinafter referred to as "BPPN" or which expressions shall include its successors, its permitted assigns
and its transferees); --------------------------------------------------------------------------------------------------------------------
(The Transferor, the Transferee and BPPN are hereinafter collectively referred to as the"Parties" and
individually a "Party"). ------------------------------------------------------------------------------------------------------------------
-WHEREAS : -----------------------------------------------------------------------------------------------------------------------------
A. Texmaco (as defined herein) and BPPN (as defined herein) have entered into the Deed of Master
Restructuring Agreement for the Texmaco Group, Number ....... dated ............ as amended by the
Deed of First Amendment to Master Restructuring Agreement for the Texmaco Group Number
......dated .......... and the Deed of Second Amendment to Master Restructuring Agreement for the
Texmaco Group Number 12 dated eighteenth day of January two thousand and two (18-1-2002),
all made before Olivia Aviaty, Sarjana Hukum, Notary in Jakarta and lastly by the Deed of Third
Amendment to Master Restructuring Agreement for the Texmaco Group Number 62 dated
seventeenth day of May two thousand and two (17-5-2002), made before me, Notary, (the "MRA"),
in order to restructure the debts and liabilities of Texmaco. Such restructuring has been undertaken
in the form of the issuance of exchangeable bonds by the Transferee to Badan Penyehatan
Perbankan Nasional ("BPPN") and among others, the Transferor pursuant to the "Exchangeable
Bonds Subscription Agreement" or "EBSA-Tex" (as defined below). ------------------------------------------
B. As a condition precedent to the effectiveness of the EBSA-Tex the Transferor shall have
transferred the Assets (as defined herein) to the Transferee in order that such Assets shall form
part of the Exchange Assets (as defined in the EBSA-Tex) and Security (as defined in the EBSA-
Tex) for the secured exchangeable bonds to be issued pursuant to the EBSA-Tex, therefore giving
 effect to the terms of the debt restructuring which have been agreed under the MRA and as set out
in the EBSA-Tex. ------------------------------------------------------------------------------------------------------------
C. Upon satisfaction (or waiver in accordance with the terms of the EBSA-Tex) of the conditions
precedent to the EBSA-Tex, the Transferee will issue the Subordinated Exchangeable Bonds (as
defined herein) to the Transferor. ---------------------------------------------------------------------------------------
D. The Parties have therefore agreed to enter into this Agreement and perform the matters
contemplated hereunder in order to procure the satisfaction of a condition precedent to the
effectiveness of the EBSA-Tex. -----------------------------------------------------------------------------------------
-NOW THEREFORE the Parties agree as follows : ----------------------------------------------------------------------------
Article 1
INTERPRETATION
1.1. Terms and expressions defined in the Exchangeable Bond Subscription Agreement which are used
herein shall, unless otherwise defined herein or the context otherwise requires, have the same
meaning when used in this Agreement. -------------------------------------------------------------------------------
1.2. In this Agreement :
----------------------------------------------------------------------------------------------------------
"Accounting Standards" means generally accepted accounting standards, principles and practices
as applied in the Republic of Indonesia. ------------------------------------------------------------------------------
"Assets" means all of the Transferor's assets and investments in any companies, partnerships, joint
ventures or other entities (the "Companies"), wherever located, in which the Transferor has any
direct or indirect investment or beneficial interest, which immediately prior to the Effective Date
were owned by the Transferor and which are set out in Annexure One hereto; ----------------------------
"BPPN" means Badan Penyehatan Perbankan Nasional (The Indonesian Bank Restructuring
Agency); -----------------------------------------------------------------------------------------------------------------------
"Business Day" means a day other than a Saturday or a Sunday or public holiday in Jakarta,
Indonesia; ---------------------------------------------------------------------------------------------------------------------
"Controlling Shareholders" has the meaning given to such term in the EBSA-Tex; "Effective Date"
has the meaning given to such term in Clause 3.1; ----------------------------------------------------------------
"Exchangeable Bonds Subscription Agreement" or-----------------------------------------------------------------
"EBSA-Tex" means the Deed of Exchangeable Bonds Subscription Agreement Number 13 dated
eighteenth day of January two thousand and two (18-1-2002) made before Olvia Afiaty, Sarjana
Hukum, Notary in Jakarta between the Transferee,BPPN and the Controlling Shareholders (namely
the Transferor, PT. Multikarsa Investama, and PT. Suryamitory Kencana), as amended by the
Deed of Amendment to the Exchangeable Bonds Subscription Agreement Number 63 dated
seventeenth day of May two thousand and two (17-5-2002) and lastly by the Deed of the Amended
and Restated Exchangeable Bond Subscription Agreement Number 51, dated 16 August 2002,
both made before me, Notary, entered into by and between the Transferee, BPPN, the Transferor,
PT. Multikarsa Investama and PT. Surya Mitory Kencana as may be amended from time to time ; --
"Lien" means a mortgage (hak tanggungan), fiduciary transfer, charge, pledge, lien, option,
restriction, right of first refusal, right of pre-emption, third party right or interest, other encumbrance
or security interest of any kind, or another type of preferential arrangement (including, without
limitation, a title transfer or retention arrangement) having similar effect; ------------------------------------
 "Subordinated Exchangeable Bonds" means the portion of subordinated exchangeable bonds to be
issued by the Transferee to the Transferor pursuant to the EBSA-Tex; --------------------------------------
"Tax" means any form of taxation, levy duty, charge, contribution or impost of whatever nature
(including any related fine, penalty, surcharge or interest) imposed by a Tax Authority except for
any customs and excise duty imposed in the ordinary course of business; ---------------------------------
"Tax Authority" means any local, municipal, provincial, governmental, or other fiscal, revenue,
customs or excise authority, body or official anywhere in the world;
-------------------------------------------
"Texmaco" has the meaning given to such term in the EBSA Tex; --------------------------------------------
"Third Party" means any third party including, without limitation and for the avoidance of doubt,
contractual counter-parties, regulators, governmental and non-governmental authorities; --------------
"Transfer Documents" means all requisite and necessary deeds, agreements and any other legal
documents required to be entered into by the Parties in order to give effect to the transfer of Assets
contemplated under this Agreement in compliance with the prevailing laws and regulations,
including without limitation a Transfer Document substantially in the form and substance as
attached hereto as Annexure Two hereto.
----------------------------------------------------------------------------
1.3. References in this Agreement to : --------------------------------------------------------------------------------------
a. Clauses and Annexures are references to Clauses and sub-clauses of, and Annexures to,
this Agreement; --------------------------------------------------------------------------------------------------
b. any ordinance, regulation or other legal provision are references to such ordinance,
regulation or provision as from time to time amended, modified, consolidated, codified or
re-enacted and includes subsidiary legislation made thereunder; ----------------------------------
c. a company, are to a body corporate (wherever incorporated); ---------------------------------
d. a person includes corporations, unincorporated associations, institutions and trustees; -----
e. this Agreement (or any specific provision hereof) or any other document shall be
construed as references to this Agreement, that provision or that other document as
amended, varied or modified from time to time. ---------------------------------------------------------
1.4. The headings of the Clauses of this Agreement are inserted for convenience of reference only and
shall not constitute a part hereof or affect in any way the meaning or interpretation of this
Agreement. -------------------------------------------------------------------------------------------------------------------
1.5. In this Agreement, words denoting the singular include the plural and vice versa, and words
denoting one gender include all genders.
-----------------------------------------------------------------------------
Article 2
TRANSFER OF ASSETS
2.1. Subject to the terms and conditions of this Agreement, the Transferor will sell and transfer, and the
Transferee will buy and accept transfer of, all of the Assets with all rights, title and interest thereto
free of any Liens except as specified herein. ------------------------------------------------------------------------
2.2. The purchase price for the Assets is Rp.......................... (the "Purchase Price"). -------------------------
2.3. The transfer of the Assets from the Transferor to the Transferee as provided for in this Agreement
shall be effective on the Effective Date (as defined below). The Transferee's obligation to pay the
 Purchase Price hereunder shall be satisfied by the Transferee issuing to the Transferor the
Subordinated Exchangeable Bonds. The Transferee shall deliver to the Transferor certificates of
the Subordinated Exchangeable Bonds in accordance with the termsand conditions of the EBSA-
Tex. -----------------------------------------------------------------------------------------------------------------------------
2.4. Unless otherwise required pursuant to the prevailing laws and regulations in the Republic of
Indonesia, the Parties hereby agree, not less than 30 (thirty) Business Days from the signing date
of this Agreement, to sign all the Transfer Documents. -----------------------------------------------------------
2.5. The Transferee's obligation to pay the Purchase Price hereunder shall be conditional upon the
satisfaction (or waiver as applicable) of all conditions precedent to the issuance of the
Subordinated Exchangeable Bonds, and therefore notwithstanding the prior transfer of the Assets.-
2.6. The Transferee's obligation to pay the Purchase Price hereunder shall be satisfied by the
Transferee issuing to the Transferor the Subordinated Exchangeable Bonds. The Transferee shall
deliver to the Transferor certificates of the Subordinated Exchangeable Bonds in accordance with
the terms and conditions of the EBSA-Tex. --------------------------------------------------------------------------
Article 3
EFFECTIVE DATE
3.1. The transfer of Assets shall become effective immediately upon and subject to the fulfilmentof the
conditions set forth below ("Effective Date"): ------------------------------------------------------------------------
3.1.1. the Transferee is satisfied that all conditions precedent as set forth in Clause 4 have been
fulfilled; and -------------------------------------------------------------------------------------------------------
3.1.2. all the Transfer Documents have been duly executed by the Parties and are effective. -----
3.2. On the Effective Date, all rights, title, interest and obligations upon the Assets of the Transferor
shall, to the fullest extend permitted by prevailing laws and regulations, be transferred to the
Transferee and the Transferee shall replace the Transferor as the owner of the Assets.
Article 4
CONDITIONS PRECEDENT
4.1. The obligation of the Transferee to accept transfer of the Assets as contemplated herein, is, subject
to the fulfilment (or waiver at theoption of the Transferee upon written notice thereof) of the
following conditions precedent by the Transferor who shall fulfil every such condition (unless such
condition has been waived by the Transferee by written notice thereof) on or before the eighteenth
day of September two thousand and two (18-9-2002), unless otherwise agreed to in writing
between the Parties :
-------------------------------------------------------------------------------------------------------
a. the Transferor shall not have committed a material breach of any of its covenants herein
prior to the Effective Date; ------------------------------------------------------------------------------------
b. each of the representations and warranties of the Transferor contained in this Agreement
shall be true and accurate in all material respects as of the Effective Date. The Transferor
shall have delivered to the Transferee a certificate from the President Director of the
Transferor certifying the accuracy of the representations and warranties of the Transferor
herein, dated as of the Effective Date;
c. the Transferor shall have obtained all necessary approvals and consents required,
including without limitation all necessary corporate approvals for :
 i. the transfer of the Assets to the Transferee as contemplated in this Agreement;
and ------------------------------------------------------------------------------------------------------
ii. the Transferor to enter into this Agreement, perform the Transferor's obligation
hereunder, and effect the transactions contemplated herein; ---------------------------
d. the Transferor shall have delivered to the Transferee all documents evidencing the
approvals mentioned in Clause 4.1(c) above; -----------------------------------------------------------
e. there shall be no preliminary or permanent injunction, temporary restraining order or other
judicial or administrative order or decree in any jurisdiction which in effect prohibits the
transfer of the Assets by the Transferor to the Transferee as contemplatedin this
Agreement ; ------------------------------------------------------------------------------------------------------
f. the Transferor shall have delivered to the Transferee evidence of the Transferor's
ownership of the Assets, to the reasonable satisfaction of the Transferee; and ----------------
g. the Transferor has obtained or shall have procured the release of all Liens over the
Assets. -------------------------------------------------------------------------------------------------------------
4.2. If the above stated conditions precedent are not satisfied (or waived at the option of the Transferee
upon written notice thereof) by the eighteenth day of September two thousand and two (18-9-
2002), this Agreement shall automatically terminate, unless otherwise agreed to in writing between
the Parties.
--------------------------------------------------------------------------------------------------------------------
4.3. The Parties agree to waive paragraphs 2 and 3 of Article 1266 of the Indonesian Civil Code to the
extent that a court pronouncement is required 4 to terminate this Agreement. -----------------------------
Article 5
REPRESENTATIONS AND WARRANTIES
5.1. Representations and Warranties of Transferor the Transferor hereby represents and warrants to
the Transferee on the date hereof and as of the Effective Date as follows : ---------------------------------
5.1.1. The Assets are legally and rightfully owned by the Transferor free and clear of any Liens;--
5.1.2. Each Company is corporation duly organized and validly existing under thejurisdiction in
which it was incorporated and has the requisite corporate power and authority to own,
lease or otherwise hold its assets owned, leased or otherwise held by it and to carry on
the business as presently conducted by it.
5.1.3. The Transferor has never transferred and will not transfer the Assets to another party
except to the Transferee and for the avoidance of doubt, has entered into this binding
agreement for the transfer of the Assets.
5.1.4. The Transferor pursuant to the prevailing laws and regulations has the authorities and
power to enter into this Agreement and perform the Transferor's obligationsunder this
Agreement, including but not limited to the sale and transfer of the Assets to the
Transferee. -------------------------------------------------------------------------------------------------------
5.1.5. The execution and delivery of this Agreement by the Transferor does not, and the
performance by the Transferor of thetransactions contemplated hereby to be performed by
it will not conflict with, or result in any violation of, or constitute a default (with or without
notice or lapse of time, or both) under,or give rise to a right of termination, cancellation or
acceleration of any obligation or to loss of a material benefit under, any provision of the
 articles of association of any company where the Transferor is a shareholder orany
agreements where the Transferor is aparty or any applicable, prevailing lawsand
regulations of the Republic of Indonesia. -----------------------------------------------------------------
5.1.6. The Transferor has obtained all necessary approvals required, including but not limited to
all necessary approvals required by: -----------------------------------------------------------------------
i. all agreements to which the Transferor isa party, including fromall of its creditors
(if required); and -------------------------------------------------------------------------------------
ii. the prevailing laws and regulations to enter into this Agreement and perform the
Transferor's obligations under this Agreement, including but not limited to the
sale and transferof the Assets to the Transferee.
-------------------------------------------
5.1.7. Each Company has obtained all necessary approvals required by : -----------------------------
i. its articles of association or constitutive documents;
---------------------------------------
ii. all agreements to which such Companyis a party, including from all of such
Company's creditors (if required); and ---------------------------------------------------------
iii. the prevailing laws and regulations in relation to the transfer of Assets as
contemplated hereof.
-------------------------------------------------------------------------------
5.1.8. Except lawsuits, claims, administrative or other proceedings related to the Assets which
have been notified in writing prior to the signing date of this Agreement by the Transferor
to the Transferee, there are no other lawsuits,claims, administrative or other proceedings
related to the Assets pending or threatened in writing, against or affecting the Transferor
which, if determined adversely, would have a material adverse effect on the Assets. The
Transferor is not in default under any judgment, order or decree of any Governmental
Authority applicable to theconduct of its business or the ownership or use of the Assets.
5.1.9. The Transferor has filed or caused to be filed (on a timely basis) any and all returns,
reports, statements, declarations, exhibits, notices, certificates or other documents ("Tax
Returns") filed with or submitted to therelevant authority in connection with the
determination, assessment, collection orpayment of any Tax by any Tax Authority that are
or were required to be filed bythe Transferor pursuant to the requirements of each Tax
Authority with jurisdiction over the Transferor or its assets. The Transferor has paid, or
madeprovision for the payment of, all Taxes,which are, may be or become a lien on the
Assets, as reflected on such Tax Returns,or otherwise, or pursuant to any assessment
received by the Transferor, except such Taxes, if any, as are being contested in good faith
and as to which adequate reserves (determined in accordance with Accounting
Standards) have been provided. There exists no proposed tax assessment against the
Transferor related to the ownership or operation of the Assets. All Taxes that the
Transferor is or was required by anyrequirements to withhold or collect have been duly
withheld or collected and, to the extent required, have been paid to the proper
governmental body. --------------------------------------------------------------------------------------------
 5.1.10. The Transferor has made available to the Transferee all information and documents
describing all material casualties, liabilities and other insurances (if any) held and or
maintained by the Transferor in relation to the Assets. Further the Transferor represents
and warrants that all insurances held by it in relation to the Assets (if any) are in full force
and effect on the date hereof.
--------------------------------------------------------------------------------
5.2. Representations and Warranties of Transferee. The Transferee hereby represents and warrants to
the Transferor on the date hereof and as of theEffective Date as follows : 5.2.1. The Transferee is a
corporation duly organized and validly existing under thelaws of the Republic of Indonesia and has
the requisite corporate power and authority to own or hold the Assets from the Transferor and to
carry on the business as presently conducted by it. ---------------------------------------------------------------
5.2.2. The Transferee pursuant to the applicable and prevailing laws and regulations of the
Republic of Indonesiahas the authorities and power to enter into this Agreement and
perform the Transferee's obligations under this Agreement, including but not limited to the
purchase of the Assets from the Transferor. ------------------------------------------------------------
5.2.3. The Transferee has obtained all necessary approvals required by : i. its articles of
association; ii. all agreements to which theTransferee is a party; and iii. prevailing laws
and regulations.
5.2.4. The execution and delivery of this Agreement by the Transferee does not, and the
performance by the Transferee of thetransactions contemplated hereby to be performed
by it will not conflict with, or result in any violation of, or constitute a default (with or without
notice or lapse of time, or both) under,or give rise to a right of termination, cancellation or
acceleration of any obligation or to loss of a material benefit under, any provision of the
articles of association where the Transferee is a shareholder or any agreements where
the Transferee is a party or any applicable and prevailing laws and regulations of the
Republic of Indonesia. -----------------------------------------------------------------------------------------
Article 6
POST SIGNING OBLIGATIONS
6.1. Until title to the Assets is effectively vestedin the Transferee, the Transferor hereby confers full and
irrevocable authority upon the Transferee to represent and act for and on behalf of the Transferor
to control, manage andtransfer all of the Assets to a Third Party, which acts shall be solely
determined by the Transferee. The power herein conferred by the Transferor shall not be
terminated by whatever reason, including all the reasons set forth in Article 1813, Article 1814 and
Article 1816 of Indonesian Civil Code. For the power conferred by the Transferor herein, the
Transferee shall be entitled to take and enjoy the benefit produced from the Assets. --------------------
6.2. The Transferor agrees to do and execute all necessary acts and documents, including the
abovementioned power of attorney as may be requested of it by the Transferee to transfer the
Assets pursuant to this Agreement or to obtain any governmental, regulatory or other party
approvals which may be necessary for the transfer of the Assets to the Transferee, or the
operation or the ownership of the Assets by the Transferee following the Effective Date. ---------------
6.3. With effect from the Effective Date, the Transferor shall immediately give to the Transferee all
payments, notices, correspondence, information or enquiries in relation to the Assets which its
receives after the Effective Date. ---------------------------------------------------------------------------------------
6.4. For 2 (two) years from the Effective Date, the Transferor shall give to the Transferee, its
employees, agents and any other person authorised by the Transferee, any information and
assistance the Transferee reasonably requires in connection with the Assets. -----------------------------
Article 7
INDEMNIFICATION
7.1. Survival. Each of the representations and warranties contained in Clause 5 will survive the Effective
Date and remain in full force and effect for 3 (three) years after the Effective Date. Any claim for
indemnification with respect to any such matters which is not asserted by notice given herein
provided within such specified period of survival may not be pursued. Any claim for an
Indemnifiable Loss (as defined below) asserted within such period of survival as herein provided
will be timely made for the purposes hereof. -------------------------------------------------------------------------
7.2. Indemnification. The Transferor will indemnify, defend and hold harmless the Transferee and its
respective officers, directors, shareholders and affiliates (each, an "Indemnified Party"), fromand
against any and all losses, claims, demands, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, fees and charges, including without limitation legal fees and expenses
(each, an "Indemnifiable Loss") suffered or incurred by an Indemnified Party asa result of or in
connection with : ------------------------------------------------------------------------------------------------------------
i. Any breach by the Transferor of its representations or warranties contained in this
Agreement; -------------------------------------------------------------------------------------------------------
ii. Any breach by the Transferor of any covenant of the Transferor contained in this
Agreement; -----------------------------------------------------------------------------------------------------
iii. Any other claim in respect of the transfer of Assets under this Agreement, including
without limitation any claim by a Third Party asserted in respect of any of the Assets (a
"Third Party Claim"); and --------------------------------------------------------------------------------------
iv. Any employee claim in or in connection with_or related to any company or subsidiary of
any such company, in which the Transferee owns shares by virtue of the transfer of
Assets hereunder. ----------------------------------------------------------------------------------------------
7.3. The indemnity contained in this Clause 7 shall be without prejudice to any other rights and
remedies of any Indemnified Party in relation to any breach of this Agreement and all such other
rights and remedies are hereby expressly reserved to such Indemnified Party.
7.4. The Transferor shall have 30 (thirty) days fromthe date of written notification of any Third Party
Claim by an Indemnified Party to the Transferor to settle any Third Party Claim arising under
Clause 7.2 (the "Settlement Period"). If the Transferor fails to settle anyThird Party Claim arising
under this Clause 7 within the Settlement Period, the Indemnified Party shall have the right to settle
any such claim in any manner which the Indemnified Partydeems appropriate. Within 10 (ten) days
of the Indemnified Party making such settlement, the Transferor shall, upon written notification by
the Indemnified Party, reimburse the Indemnified Party, in full, any and all costs and expenses
incurred by the Indemnified Party in connectionwith such settlement. Failure by the Transferorto
reimburse an Indemnified Party hereunder within the time stipulated shall result in an interest
 charge on the amount due to the Indemnified Party hereunder at the rate of 15% (fifteen percent)
per annum based on a 360 day year and the actual number of days elapsed. -----------------------------
7.5. For the purposes of enforcing the Transferee's rights under this Clause 7, the Transferor hereby
grants an irrevocable power of attorney to the Transferee, with right of substitution, to take any and
all actions and do all things necessary for the full enjoyment of the Transferee's rights and benefits
hereunder. The power of attorney provided hereunder is irrevocable and may not be terminated for
any reason whatsoever including but not limited to any of the events specified in Articles 1813,
1814 and 1816 of the Indonesian Civil Code, allof which the Transferor hereby waives. ----------------
Article 8
CONFIDENTIALITY ANNOUNCEMENTS
8.1. The Parties agree that any and all information in connection with this Agreement which is derived
from the other Party or from any Third Party (however acquired and in whatever form) shall be
treated by it as confidential (the "Confidential Information"), and none of the Parties shall disclose
all or any part of the Confidential Information to any Third Party or otherwise seek to exploit all or
any part of the Confidential Information without the prior written consent of the Party originally
possessing the Confidential Information; provided that this Clause shall not apply to information
which is : i. required to be disclosed to or by BPPN; or ii. in, or at any time comes into, the public
domain through no fault of the Party using or exploiting such Confidential Information;or iii.
required to be furnished to any government or public authority pursuant to any law or judicial order
by any such Party or shareholder thereof. ----------------------------------------------------------------------------
8.2. Each Party agrees to make all reasonable efforts and to take all reasonable precautions to prevent
any of its affiliates, employees or personnel, or any other persons whatsoever, from obtaining or
making any unauthorized use of or affecting any disclosure of any Confidential Information. ----------
8.3. No announcement concerning the transactions contemplated by this Agreement shall be made by
any Party hereto without the prior written approval of the other Parties. -------------------------------------
8.4. A Party may make an announcement concerning thetransactions contemplated by this Agreement
if required by law or any securities exchange or regulatory or governmental body whether or not the
requirement has the force of law, provided that any such announcement shall be made only after
consultation with the other Party. ---------------------------------------------------------------------------------------
8.5. The restrictions contained in this clause shallcontinue to apply without limitation in time. ---------------
Article 9
NOTICES
9.1. Unless otherwise required under mandatory Indonesian regulations, every notice, disclosure or
demand under this Agreement shallbe in writing in the English language but may be given or made
by letter or facsimile. -------------------------------------------------------------------------------------------------------
9.2. Every notice or demand to be given hereunder shall be sent to the respective address set out
below : ------------------------------------------------------------------------------------------------------------------------
To the Transferee: PT Bina Prima Perdana,
Facsimile Number :
Attention :
To the Transferor:,
Facsimile Number : (
 or to such other address as may be designatedby a Party in accordance with the foregoing.-----------
9.3. Every notice shall be deemed to have been received : i. in the case of facsimile when transmitted
by the sender as evidenced by the sender's completed facsimile transmission report form, but if
delivery or receipt is on a day which is not a business day or is after 4:00 PM (addressee's time) it
shall be deemed to be duly given on the succeeding business day; or ii. in the case of a letter on
the expiry of 14 (fourteen) days after the same is dispatched by prepaid first class mail; or iii. if
delivered by hand at the time of deliveryand evidenced by a receipt.
Article 10
GENERAL
10.1. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Republic of
Indonesia.
10.2. Jurisdiction/Dispute Resolution.
10.2.1. All controversies arising between the Parties out of or in relation to this Agreement
including without limitationany question relative to its interpretation, performance,
validity,effectiveness and the termination of the rights or obligations of any Party, shall be
settled amicably by the Parties wherever practicable. If such dispute cannot be resolved
amicably bythe Parties then, it shall be settled exclusively and finally by arbitrationin
Jakarta in accordance with the Rules of Badan Arbitrasi Nasional Indonesia (BANI) (the
"Rules"), provided however, that the Transferee, without having regard to whether any
arbitration is then pending or otherwise in process, shall be entitled to initiate legal
proceedings concerning any such dispute, controversy or claim in any forum having
jurisdiction thereof.
----------------------------------------------------------------------------------------------
10.2.2. This Clause 10.2 is intended to be an Arbitration Clause within the meaning of Law
Number 30 of 1999 regarding Arbitration and Alternative Dispute Resolution and shall
irrevocably bind the Transferor to submit all irreconcilable disputes to final and binding
arbitration in accordance with such law and the provisions herein set forth.
10.2.3. The Transferor shall not be entitled to commence or maintain any action in a court of law
upon any matter in dispute arising from and in relation to this Agreement, except for the
enforcement of an arbitral award granted pursuant to this Clause 10.2.--------------------------
10.2.4. The arbitral award rendered shall be final, binding and incontestable and may be used as
a basis for judgment thereon in Indonesia or elsewhere. The Parties expressly agree to
waive Articles 70 - 72 of Law Number 30 Year 1999 and the mandate of the arbitrators
duly constituted in accordance with the terms of this Agreement shall remain in effect
until a final arbitration award has been issued by the arbitrators. ----------------------------------
10.2.5. For the purpose of enforcing any arbitration award only, the Transferor hereby irrevocably
agrees for the exclusive benefit of the Transferee that the general, permanent and non-
exclusive domicile of the Office of the Registrar of the Central Jakarta District Court
(Kantor Panitera Pengadilan Negeri Jakarta Pusat) shall have the non-exclusive
jurisdiction to hear and determine any suit, action or proceeding arising out of or in
 connection with this Agreement without prejudice to the Parties' rights to enforce any
arbitration award in any court having jurisdiction over another Party or its assets. ------------
10.2.6. Nothing herein shall affect the rights of the Transferee under or pursuant to this
Agreement to serve processes in any manner permitted by the law or to commence legal
proceedings or otherwise proceed against the Transferor in any other jurisdiction,
provided that the provisions of this Clause 10.2.6 relating to the institution of litigation,
consent to service, choice of law and similar matters shall only be given effect in
accordance with and under the circumstances contemplated by Clause 10.2.1 hereof. -----
10.2.7. During the period of submission to arbitration and thereafter until an award is granted, the
Parties shall continue to perform all their respective obligations under Agreement without
prejudice to a final judgment in accordance with the said award. ----------------------------------
10.3. Variation. A variation of this Agreement is valid if it isin writing and signed by or on behalf of each
Party. ---------------------------------------------------------------------------------------------------------------------------
10.4. Assignment. This Agreement shall be binding on and shall inure for the benefit of the successors
and permitted assigns of the Parties hereto. None of the Parties shall assign or transfer this
Agreement or any of the rights or obligations hereunder without the prior written consent of the
other Party. -------------------------------------------------------------------------------------------------------------------
10.5. Waiver. Failure by any Party to exercise any or all of its rights hereunder or pursuant to applicable
law, or any partial exercise thereof, shall not act as a waiver of such rights granted hereunder or
pursuant to applicable law. -----------------------------------------------------------------------------------------------
10.6. Cumulative Rights. The rights, powers and remedies provided in this Agreement are cumulative
and not exclusive of rights or remedies provided by law. ---------------------------------------------------------
10.7. Severability. In the event that any one or more of the provisions of this Agreement shall be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall
not affect any of the other provisions hereof, which shall nevertheless remain in full force and
effect, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions
had never been contained herein. --------------------------------------------------------------------------------------
10.8. Expenses. The Transferor will bear all expenses incurred in connection with the preparation,
execution, and performance of this Agreement, including all fees and expenses of agents,
representatives, counsel and accountants.
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10.9. Power of Attorney. Any power of attorney given by the Transferor to the Transferee under this
Agreement cannot be revoked and the Transferor hereby agrees to release and discharge the
Transferee from any and all of its obligations and responsibilities including but not limited to the
duty to give reports as the attorney of the Transferor as the principal. The Transferor hereby waives
all provisions of the prevailing laws and regulations which obligate the Transferee as the attorney of
the Transferor as the principal to give reports to the Transferor and to undertake certain obligations
and responsibilities. --------------------------------------------------------------------------------------------------------
10.10. Counterparts. This Agreement may be executed in any number of counterparts by the Parties
hereto, each of which when executed shall constitute an original and all of which when taken
together shall constitute one and the same document. -----------------------------------------------------------
------------------------------------------------------------IN WITNESS WHEREOF -------------------------------------------------
This deed has been drafted and executed read and duly signed in Jakarta, on the day and date mentioned
in the preamble of this deed, in the presence of Mister ................, Sarjana Hukum and Mister ............,
Sarjana Hukum, both assistants of the Notary, and residing in Jakarta, as witnesses.
This deed having been duly read out by me, Notary to the appearers and witnesses, mentioned above was
signed immediately by the appearers, the witnesses and me, Notary.
Executed with two deletions and two substitutions.
This original deed is signed properly.
Given as true copy.
Notary Public in Jakarta.