CONSORTIUM AGREEMENT

(For TELKOM Operation Support System Procurement

Program Through Buy Or Return Scheme)

Number :

On this day, Wednesday, dated on first day of DECEMBER two

thousand and five (01-12-2005). ---------------------------

At : 14.30 WIB (thirty minutes past fourteen West Indonesian

Time). -----------------------------------------

Appear before me : ----------------------------------------

------- Doctor Haji _____ , Sarjana Hukum -----------------

------------------ Spesialis Notariat ---------------------

in my capacity to execute State Official as a Notary in

Jakarta, to ratify this deed, in the presence of the

witnesses whose name will be mentioned at the closing part

of this deed : --------------------------------------------

1. Mister ____

- according to his statement in this matter acting by

virtue of Power of Attorney dated the 22nd of November,

2005, and witnessed by _______, Notary Public in

Massachusetts, United States of America, and the

original of which is attached to the minutes of this

deed, as the attorney of Mister _________, born

inMassachusetts, dated the 13th of January, 1944,

 holder of Passport United States of America numberÜtÜ

208753877, Citizen of United States of America, as a

Chief Financial Officer such for and on behalf of

ROCKET SOFTWARE, INC, a company incorporated under the

laws of Delaware, USA, and having its registered

business address at 275 Grove Street, Newton,

Massachusetts, 02466, USA ("ROCKET"); and ------------

2. Mister _________

- according to his statement in this matter acting by

virtue of Power of Attorney dated the 28th of November,

2005, and witnessed by ROWENA WAI PING NG, Notary

Public in Hong Kong SAR, dated the 28th of November,

2005 and the original of which is attached to the

minutes of this deed, as the attorney of Mister

ALEXANDER ANTHONY ARENA, born in Sliema, dated 23th of

March, 1951, residing in Hong Kong, Apartment 22G,

Tower 1, The Belchers, Pok Fu Lam, holder of Passport

Australia number E7067221, Citizen of Australia, as a

Director such for and on behalf of CASCADE LIMITED, a

company incorporated under the laws of Hong Kong

Special Administrative Region, and having its

registered business address at 39/F, PCCW Tower,

 Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong

("CASCADE"); and -

3. Mister ______

-according to his statement in this matter acting in

his capacity as a President Director such for and on

behalf of PT. ABHIMATA PERSADA, a limited liability

company incorporated in the Republic of Indonesia,

having its registered office at 5th Floor Gedung Menara

Batavia, Jalan K.H. Mas Mansyur Kavling 126, Jakarta

10220, Indonesia ("PTAP "); and --------------

4. Mister ______

- according to his statement in this matter acting in

his capacity as a President Director such for and on

behalf of PT. PACKET SYSTEMS INDONESIA, a limited

liability company incorporated in the Republic of

Indonesia, having its registered office at Sudirman

Square Office Towers, Tower B, 28th Floor, Jalan

Jenderal Sudirman kaveling 45-46, Jakarta 12930,

Indonesia ( "PACKET SYSTEM"). ------------------------

Hereinafter ROCKET, CASCADE, PTAP, and PACKET SYSTEM shall

jointly referred to as the : "Parties" and severally as

the : "Party".
------------------------------------------------Whereas, in

response to the Request for Proposal in regard to the

National Operation Support System (Telkom N-OSS) Procurement

Program through Buy or Return Scheme ("Project") issued by

PT. Telekomunikasi Indonesia Tbk. ("Telkom"), the Parties

have agreed to work together in a form of consortium to be

known as "CONSORTIUM ROCKET/CASCADE") for preparation,

participation and submission of Proposal in accordance with

the said Request for Proposal and subsequently upon contract

award by Telkom, delivery and implementation of Telkom N-

OSS.

NOW THEREFORE, in consideration of premises and mutual

covenants hereinafter contained, the parties hereto hereby

mutually agree as follows :

1. PURPOSE AND OBJECTIVE.

1.1. The purpose of this Agreement is to serve as the basis

upon which the Parties shall work exclusively together

in the form of a consortiumforthe Project and upon the

terms and conditions set out in this Agreement and to

observe good faith towards each other in all matters

affecting their dealings hereunder and interest herein,

in order to achieve the following primary purpose and

objectives :
 a. To prepare and submit proposal in response to the

Request for Proposal for the Project, and

subsequently negotiate,perform, execute, complete

and commission the Project including any

modification or variation thereof.

b. To perform and complete all of the obligation under

in respect to the Project jointly and severally in

accordance with the terms and conditions of this

Agreement and the Contract which may be awarded by

Telkom.

1.2. Upon execution hereof the Parties shall, in good faith,

define and mutually agree further in writing the

details division of roles, task, and responsibility as

well as commercial and financial arrangement between

the Parties; In that respect, the Parties hereto shall

use their reasonable effort to complete and enter into

a separate agreement prior to the Consortium entering

into Contract with Telkom for the Project.

2. MEMBER, RIGHT, OBLIGATION, RESPONSIBILITY OF THE

CONSORTIUM MEMBER. ----------------------------------------

2.1. The Consortium shall bear the name of and be known as

CONSORTIUM ROCKET/CASCADE; The CONSORTIUM

ROCKET/CASCADE shall have a local representativeaddress

 at the 5th Floor Gedung Menara Batavia, Jalan K.H. Mas

Mansyur Kaveling 126, Jakarta 10220.

2.2. The Parties hereby nominate and appoint ROCKET as the

Leader of Consortium members (hereinafter referred to

as "Leader").

The Leader shall take overall responsibility of the

consortium members as well as for negotiation and

conclusion of the terms and conditions, signing the

relative documents and project execution, including

but not limited to annual technical support and or

maintenance support;

Unless otherwise agreed by the members of Consortium

Rocket/CASCADE and approved by TELKOM, the Leader shall

enter into, execute and deliver the contract with

TELKOM for the Project (hereinafter referred to as

"Contract"), on behalf of the Consortium

Rocket/CASCADE.

Notwithstanding the foregoing, all members of

Consortium Rocket/CASCADE shall have the right to

participate in the negotiation and communication with

Telkom under the Leader coordination.

2.3. Notwithstanding the purpose and objective of this

Agreement, the primary role and responsibility of each

Party are defined as follows : -----------------------

a. ROCKET shall constitute the technology owner in

respect to the Network Management System (NMS) and

solution provider that provide the technology, NMS

software products, together with licensing and

technical support services thereto;

b. CASCADE shall constitute :

(i) the technology owner inrespect to the Resource

Management System (RMS) and Mediation Device to

network elements, as well as solution provider

that provide the technology, RMS software

products, together with licensing and technical

support services thereto; and

(ii) overall technology and system integrator of

the Telkom N-OSS that integrates the development,

solutions and system within the scope of Project;

c. PTAP shall constitute the Partner in Indonesia for

ROCKET which provides local support that shall

make available and provide technical and

administrative support in Indonesia as well as

first level of support in respect to the Network

Management System (NMS).

d. PACKET SYSTEM shall constitute the Partner in

Indonesia for CASCADE which provides local support

that shall make available and provide technical

 and administrative support in Indonesia as well as

first level of support in respect to the Resource

Management System (RMS) and Mediation Device to

network elements;

e. Each Party shall take full responsibility for the

obligation and the Contract, in accordance with

their respectively agreed roles and

responsibility, and in accordance with the scope

of work and contract agreed or concluded between

Telkom and the CONSORTIUM ROCKET/CASCADE.

f. Unless otherwise agreed by the Parties, any

guaranty or performance bond required by Telkom

shall be provided by the Leader.

2.4 Pre operation cost :

a. Except as expressly agreed by the Parties, all

costs and expenses which shall be incurred in

connection with the preparation and submission of

the Proposal, or otherwise relating thereto, or

negotiations with Telkom up to the award of the

Contract, if any, shall be borne separately and

solely by each Party for its respective preparatory

work.
 b. Should the Parties agree to share the cost of a

particular expense, then each Party shall

contribute to that expense as agreed in writing. --

3. AMENDMENT. ---------------------------------------------

This Agreement may not amended in any manner orally except

by an instrument in writing signed-ÜtÜby a duly authorized

representative of each of the Parties of the CONSORTIUM

ROCKET/CASCADE; -------------------------------------------

4. CONFIDENTIAL TREATMENT OF INFORMATION. -----------------

All the information, whether in written, oral and any other

form or forms, furnished or made shall not be disclosed to

any third party without consent of all parties and shall not

be used except for the purpose of the Project. --------

5. ASSIGNMENT. --------------------------------------------

Except as expressly provided for herein, none of the parties

shall assign or transfer all or any part of this Agreement

or any of its right and or obligations there under to any

third party without prior written consent of all of the

other parties. ---------------------------------

6.GOVERNING LAW. ------------------------------------------

This agreement shall governed by and interpreted in

accordance with laws of Republic of Indonesia;-------------

7. ARBITRATION. -------------------------------------------
7.1. In the event that any claim or dispute arises between

the parties in connection with or relating to this

Agreement, including any question concerning the

existence, validity, termination or interpretation

thereof (collectively "Dispute"), the aggrieved party

shall notify the other party in writing and provide a

brief description of the nature of the Dispute and, if

applicable, details of any monetary sum involved. ----

7.2. Unless the parties otherwise agree in writing, any

disagreement or dispute that is not settled amicably

shall be referred to the Singapore International

Arbitration Centre ("SIAC") and finally resolved by

arbitration under the Arbitration Rules of SIAC for the

time being in force, which rules are deemed to be

incorporated by reference to this clause. ------------

The number of arbitrators shall be 1 (one).The seat, or

legal place, of arbitration shall be in SIAC. -----The

language to be used in the arbitral proceedings shall

be English. ------------------------------------

7.3. The arbitrator shall be agreed by the parties within a

period of 30 (thirty) days following delivery by the

aggrieved party of a notice of referral to arbitration

and failing agreement within such period, the

arbitrator shall be nominated by the Chairman of the

 SIAC. The arbitrator must be experienced in conducting

arbitrations in the telecommunication sector. --------

7.4. The parties agree that, except as required by

applicable law or regulation, they will keep

confidential the existence and outcome of any

arbitration proceeding and will require the arbitrator

to adhere to the same obligation of confidentiality. -

Such obligations of confidentiality shall survive the

expiration or termination of this Agreement. ---------

7.5. The parties must continue to comply with their

respective obligations under this Agreement during the

continuance of a disagreement or dispute, any

alternative dispute resolution process undertaken in

accordance with this Section or any permitted court

proceedings. -----------------------------------------

7.6. Notwithstanding the provisions of this clause 7.5,

either party shall have the right to seek preliminary

and permanent injunctive relief in any court of

competent jurisdiction, in accordance with applicable

law. -------------------------------------------------

8. TERM AND TERMINATION.

8.1. This Consortium Agreement shall become effective on the

Effective Date, unless this Agreement is earlier

terminated as set forth below. -----------------------

8.2. This Agreement will be terminated if : ---------------

a. Telkom withdraws the Project during the currency

of this Agreement; ------------------------------

b. Contract for the Project is awarded by Telkom to

any other party other than the Consortium, Leader

or either Party. --------------------------------

8.3. The Parties waive the applicability of Article 1266 and

1267 of the Indonesia Civil Code, to the extent that a

judicial order is required to effect the termination

hereof. ----------------------------------

9. MISCELLEANEOUS.

The Parties have agreed that the member of Consortium

will possible be added pursuant to the need and

requirement of the Project.

The acceptance of the new member of the Consortium shall be

unanimously agreed by both Parties. -----------------------

---------------------- 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 ____, and Mister ______

, both assistant of the Notary, 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, and the appearers

have agreed that the appearer Mister ___, mentioned above,

will sign this deed, dated the 3rd of ----

December, 2005, at 09.00 WIB (nine West Indonesia Time). --

Executed with one addition, three deletion and substitution.

---------------------------------------------

This original deed is signed properly. --------------------

Given as true copy,

Notary as a Public Official

in Jakarta,