FIDUCIARY TRANSFER AGREEMENT (OVER INVENTORY)

Number :
On this day,

-Appeared before me, [*], Sarjana Hukum, Notary in Jakarta, in the presence of the
witnesses whose names will be mentioned at the closing part of this deed : ------------------
1. Mister

- according to his statement in this matter acting in his capacity as Director of

and such for and on behalf of "P.T. [*]", a limited liability company, duly
established and existing under and by virtue of the laws of the Republic of
Indonesia, having its domicile at [*], -----------------------------------------------------------
- and for the legal action hereunder, pursuant to-the provisions of paragraph 1
article 19 of the company's article of the association has obtained-approval from
the shareholders of Company, as evidenced in the Minutes Of the Extraordinary
General Meeting Of Shareholders Of P.T. [*], dated the fourteenth day of
December one thousand nine hundred and ninety five (14-12-1995), fixed with
Sufficient and is showed to me, Notary. ------------------------------------------------------
(hereinafter referred to as the " TRANSFEROR ".) ----------------------------------------
2. Mister,

- according to his statement in this matter acting in his capacity as Vice President
Director and as-such for and on behalf of "P.T. [*] BANK", a joint venture bank
duly established and existing under the laws of the Republic of Indonesia, ---------
- hereinafter referred to as the " TRANSFEREE ".------------------------------------------
(the Transferor and the Transferee are hereinafter collectively referred to as the
"PARTIES").
------------------------------------------------------------------------------------------
The appearers are known to me, Notary. The appearers acting in the above-mentioned
capacities firstly declare as follows : --------------------------------------------------------------------
-----------------------------------------------WHEREAS : ------------------------------------------------
A. The Transferee and the Transferor entered into a certain "Loan Agreement" date
today, under number-082370/XII/95, (which loan agreement and all related
documents including all schedules, exhibits, appendices and attachments,
concerning obligation of the Tranferor, as amended and supplemented from time
to time, are hereinafter referred to collectively as the "Loan Agreement"),
whereby the Transferee agreed to provide the following facilities to the
Transferor : -------------------------------------------------------------------------------------------
(1) A revolding letter of credit facility of Fourteen Billion Indonesian Rupiah
(IDR 14,000,000,000.-)(hereinafter referred to as "Facility 1"); ------------------
(2) A revolding trust receipt facility of ThirtyFive Billion Indonesian Rupiah
(IDR 14,000,000,000.-)(hereinafter referred to as "Facility 2"); ------------------
(3) A revolding loan facility Fifteen Billion Indonesian Rupiah (IDR
15,000,000,000.-) (hereinafter referred to as "Facility 3"); ------------------------
(4) A revolding bank guarantee facility of Eight Billion Indonesia Rupiah
(IDR 8,000,000,000.-) (hereinafter referred to as "Facility 4");
-------------------
 These facility are hereinafter referred to collectively as the "Facility", specifically
as the "Facility" and individually as "Facility 1", "Facility 2", "Facility 3", or
"Facility 4" as the case may be. -------------------------------------------------------------------
B. The purposes of the Fasilities are as follows : ------------------------------------------------
Facility (1) - to refinance and provide local and/or import letters of credit,----------
Facility (2) - to refinance and provide a trust receipt facility, ----------------------------
Facility (3) - to refinance an existing revolding loan facility and to provide
working capital; and -------------------------------------------------------------------------------
Facility (4) - to refinance and provide a bank guarantee facility, -----------------------
(hereinafter referred to as the "Loan Purposes"),--------------------------------------------
C. It is one of the conditions precedent to disbursement of the Facilities by the
Transferee that the Transferor fiducially transfers to the Transferee all inventory
(including raw materials, work in progress and finished goods) as security for
the due, punctual and complete payment and repayment and performance of the
Transferor of its obligations under the Loan Agreement and Security Documents
(as hereinafter defined). ---------------------------------------------------------------------------
D. The Transferor is willing to make the foregoing fiduciary transfer upon the terms
and subject to the conditions of this Agreement. -------------------------------------------
IT IS AGREED

Article 1.
DEFINITIONS
1.1 When used in this Agreement the words and expressions specified below shall,
expect where the context otherwise requires, have the following meanings : -------
"Business Day" : means a day on which banks are open for business and on
which dealings in foreign currency and exchange between banks may be carried
on in Jakarta and New York; ---------------------------------------------------------------------
"Event of Default" : means any or each of the events set forth in Article 11 of the
Loan Agreement; ------------------------------------------------------------------------------------
"Outstanding Indebtedness" : means all moneys, obligations and liabilities,
whether actual or contingent,now or at any time hereafter at any particular point
of time due, owing or incurred to the Transferee by the Transferor under or in
accordance with the the terms of the Loan Agreement and the Security
Documents or any of them and all legal and other costs, changes and expenses
incurred by the Transferee in respect of the Loan Agreement and the Security
Documnets. -------------------------------------------------------------------------------------------
"Security Documents" : means any and all deeds, agreements and documents
giving rise to, in respect of or securing all or any of the Outstanding
Indebtedness, including but not limited to the Security Documents defined in the
Loan Agreement (including this Agreement). -----------------------------------------------
"Transferred Property" : has the meaning set forth in Article 2.1; ----------------------
1.2 In this Agreement, the singular includes the plural and vice versa and all
references to any-gender include any other gender. ---------------------------------------
1.3 Each Schedule to this Agreement forms an integral and inseparable part of this
Agreement and shall have the same force and effect as if expressly set out in the
body of this Agreement and any reference to this Agreement shall include its
Schedule or either of them as the same may be amended from time to time. -------
1.4 References to Article and Schedules are toarticles of and schedules to this
Agreement.
1.5 Headings in this Agreement are provides for conveniens of referense only and
shall not affect the construction of this Agreement. ----------------------------------------
1.6 All capitalized terms used in this Agreement not otherwise defined herein shall
have the meanings given to them in the Loan Agreement. -------------------------------

Article 2.
FIDUCIARY TRANSFER
2.1 In order to secure the due, punctual and complete payment and repayment of the
Outstanding Indebtedness in accordance with the terms of the-Loan Agreement
and the Security Documents, the Transferor hereby fiducially transfers to the
Transferee who hereby declares to accept such transfer : ---------------------------------
(a) all of the Transferor's inventory (including finished goods); and -------------
(b) any improvements, replacements and substitution in the ordinary course
of business made, to, of, or for any item of the movable tangible property
described in paragraph (a) above or any part thereof; ---------------------------
(which property, together with all documents-evidencing, establishing or with
respect thereto is hereinafter collectively referred to as the "Transferred
Property"). --------------------------------------------------------------------------------------------
2.2 The Transferor hereby certifies that if so requested by the Transferee, the
documents of title of the Transferred Property shall be endorsed properly to the
Transferee and for that purpose shall be placed in the possession of the
Transferee of the agent of the Transferee.-----------------------------------------------------
2.3 The fiduciary transfer of Transferred Property currently not yet owned by the
Transferor shall be conditional, and therefore only be effective upon the
Transferor acquiring ownership to any such transferred Property, without any
further legal act required therefor.
--------------------------------------------------------------
2.4 Nowitstanding Article 2.6 below, any improvements, replacements and
substitutions as set forth Article 2.1 (b) above shall be notified to the Transferee
in accordance with the form set forth in schedule I and shall not be conducted
prior to the transferee's written approval, such not to be unreasonably withheld.-
2.5 During the term of this Agreement, the Transferor shall not otherwise fiducially
transfer or otherwise transfer title in any tangible movable-property which is or
which will be part of the Transferred Property hereunder to any third party. ------
2.6 All transferred Property owned by the Transferor as at the date of this
Agreement and which is listed in schedule 2 hereof, is hereby effectively
fiducially transferred to the Transfere. Within thirty (30) Business Days as of the
acquisition of ownership to any of the Transferred property described in Article
2.1 (a) and/or the making of any improvement, replecement, or substutition
referred to in Article 2.1 (b), or in any event, upon first demand by the Transferee
to the Transferor, the--Transferor shall submit to the Transferre an updated list
(duly signed by the Director or an authorized representative of the Transferor
specifying the Transferred Property transferred hereunder). the updated list shall
be made at least every quarter and submitted within sixy (60) days of each quater
end. For the purpose of-this Agreement quater ends occur on the last business
days of March, June, September and December in every year. failure by the
 Transferor to submit such list shall not effect the legality and enforceability of the
fiduciary transfer of ownership of any Transferred Property to the Transferee
hereunder. Any such updated list shall become an integral part of this
Agreement. -----------------------------------------------------------------------------------------
2.7 The fiduciary transfer of the Transferred property is effective as at the date of
signing of this Agreement as to the Transferred Property curently owned by the
Transferor and as-at the dated of acquisition of title by the Transferor as to any
transferred Property subsequently acquired and fiducially transferred-to the
Transferee under Article 2.1 (b) and shall not be conditional upon the occurrence
of any event, including but not limited to a failure of the Transferor to perform
its obligations under the Loan Agreements and/or the-security Documents. -------
2.8 The Transferor warrants that the execution and performance of this Agreement
are within the Transferor's corperate powers, have been duly authorized by all
necessary corporate action, have if required, received any necessary
governmental approvals and do not contravene any-law or contractual
restriction binding on the Transferor or any of its assets. The Transferor further
warrants that the Transferred Property has not previously been sold or
encumbered to other parties in whatever way and is not subject-to dispute or
seizure, and the Transferor shall -indemnify and hold the Transferee harmless
from--any claim by third parties claiming rights to the Transferred Property. ------

Article 3.
USE OF TRANSFERRED PROPERTY
As long as the Transferor duly observes all of this-obligations to the Transferee hereby
authorizez the Transferor to possess and use the Transferred Property on its own behalf
and account in the normal course of the transferor's business only, without any
compensation being payable to the Transferee therefore ("Pinjam Pakai"), but strictly in
accordance with the terms of this Agreement. --------------------------------------------------------

Article 4.
ENFORECEMENT
4.1 If at any time an event of Default occurs under the loan Agreement, the
Transferee shall have the right at any time to terminate the use of any or all of the
Transferred Property, and upon such termination, the Transferor shall have the
obligation to deliver possession of the Transferred property to the Transferee
immediately upon any demand by the Transferee or-as the Transferee may
otherwise determine. -------------------------------------------------------------------------------
The Transferee shall not terminate the said use unless and until the Transferor
has failed to fulfill any of its respective material obligations under the Loan
Agreement and the Security Documents. -----------------------------------------------------
4.2 If at any time an event of Default occurs under the Loan Agreement, the
Transferee may, upon three (3) Business Days written notice and without
obtaining any decision, order or authorization of any court, all of which are
hereby expressly waived, take possession of and sell or otherwise dispose of any
or all of the Tranferred Property or any item thereof. For the foregoing purposes,
the Transferor hereby irrevocably authorizes the Transferee with the right of
substitution to (i) make application to-and appear before and make statements to
any governmental body or authority as may be required to obtain permission to
 take possession of and sell the Transferred Property, obtain permits or-licenses
for the export of the Transferred Property and any other approval, license or
permits as may be required, and (ii) at any time enter into or onto any premises
or property ownned, rented, chartered or under the control of the Transferor in
order to take possession of and remove, or cause the removal of the Transferred
Property. Entry upon such premisses or property for the purposes of removing
and obtaining possession of the Transfered Property and otherwise effecting the
Transfree's rights hereunder shall not constitute an act of trespass or any criminal
act. Any such sale or other disposition may be at any time and place, by auction
or private sale, with or without advertisement or notice of the time or place, at-
such price and upon such terms and conditions as-the Transferee exercising the
power of sale hereunder deems appropriate, provided that the Transferee shall
give the Transferor not less than five (5) Business Days prior written notice of the
time, date and location of any auction or of the date after which any private sale
may be concluded, and provided further that any such- private sale shall be
concluded in a commercially reasonable manner. ------------------------------------------
4.3 The Transferee shall not withdraw its authorization to the Transferor to use the
Transferred Property unless and until the Transferor to use the Transfered
Property unless-and until the Transferor or any other party to the Loan
Agreement and the Security Documents (other than the Transferee) have failed
to fulfill any of their respective obligations under the Loan Agreement and the
Security Documents.--------------------------------------------------------------------------------
4.4 In exercising any right of sale hereunder, it shall not be necessary for the
Transferee to prove the amounts then due and payable by Transferor in respect
of the Outstanding Indebtedness and the Transferee shall be entitled for the
purpose of any such sale to determine the amounts then due and payable by the
Transferor on the basis of the Transferee's records which shall be final and
binding in the absence of manifest error. -----------------------------------------------------
4.5 All Proceeds of any sale of the Transferred Property, after first deducting any
expenses incurred in connection with the sale and taxes payable on the transfer
of the Transferred Property, shall be remitted to the transferor or to such other
party as may be legally entitled thereto, without the obligation of the Transferee
to account therefore or to pay interest thereon. ---------------------------------------------
4.6 Nowithstanding the sale or disposition of the Transferred Property pursuant to
this Agreement, the Transferor shall continue to be liable for the unpaid balance
of all amounts due and payable with respect to the Outstanding Indebtedness
untill the date of payment thereof. -------------------------------------------------------------

Article 5.
RISK OF LOSS AND INDEMNIFICATION
5.1 During the term of this Agreement, the Transferor will be held responsible and
liable for the condition of, and any loss, destruction, deterioration or deprecation
or injury or damage-to the Transferred Property, reasonable wear from proper
and normal use only excepted. The Transferee shall have no liabillity or
responsibility for or with respect to any injury-or damage to any officer,
employee, agent or representative of the Transferor or any third party caused by
the use or operation of the Transferor or any third party caused by the use or
operation of the transferred Property.----------------------------------------------------------
5.2 The Transferor shall indemnify and hold the Transferee harmless against all
liability arising out of the possession of the Transferred Property by the
Transferor and the ownership thereof by the Transferee. --------------------------------

Article 6.
INSURANCE
6.1 The Transferor shall at its expense at all times-keep the transferred Property fully
insured including without limitation against risks in respect of fire and theft with
bonafide and reputable insurance companies approved by the Transferee and
sale cause the Transferee in connection therewith shall be reimbursed by the
Transferor on first demand by the Transferee and-constitute part of the
outstanding Indebtedness.
6.2 Any Proceeds received by the Transferee pursuant to Article 6.1 above shall be
first applied against the expenses of the transferee with respect to the transaction,
second, to accured and unpaid fees, third, to accrued and unpaid fees, third, to
accrued and unpaid interest, and fourth, to the principal (in the inverse other of
maturity in the case of prepayment) under the Loan Agreement, in such order of
priority as the Transferee shall, in its absolute discretion, determine. Any excess
thereafter (if any) shall be remitted to the Transferor or to such other party as
may be legally entitled thereto, without obligation to-pay account therofore or to
pay interest thereon.
--------------------------------------------------------------------------------

Article 7
MAINTENANCE OF TRANSFERRED PROPERTY AND RIGHT OF INSPECTION
7.1 The Transferor shall, at its own expense, maintain the Transferred Property in
good condition in a proper manner as if it were its own and replace or repair
defectife or damaged parts of any of the Transferred Property, including
whithout limitation, components and parts, and shall maintain all instruments
and documents evidencing, representing or with respect to the Transferred
Property. ----------------------------------------------------------------------------------------------
7.2 Upon request the Transferee, the Transferor shall, at its own expense, place on all
or any of the Transferred Property or any item thereof and, so long as the
Outstanding Indebtedness has not been paid in full, maintain thereon and not
permit the defacement thereof, a plaque containing the following in both English
and Indonesian : "This item of inventory is subject to a Fiduciary Transfer of
Ownership in favor of PT. [*] BANK, and no-sale, lease or other transfer may be
made, nor any lien or security interest or privileged claim granted, with respect
to this equipment without -the prior written consent of PT. [*] BANK." The
Transferor shall maintain such plques and shall not remove or deface the
plaques.------------------------------------------------------------------------------------------------
7.3 Any agent, employee or representative of the Transferee may at any reasonable
time and upon giving reasonable notice, inspect the Transferred Property andd
make copies of all books,records and ducuments specifically related to the
transferred Property or any other thing connected with the Transferred property
as is deemed by the Transferee to be necessary or descrable to facilitate control of
the Transferred Property and the Transferor's oblication hereunder. Entry upon
 such premises or property for the above mentioned purpose shall not constitute
an act of trespass or any criminal act. ----------------------------------------------------------
7.4 The Transferor shall be responsible to pay all costs of operation, maintenance,
repair, insurance, transfortation and supervision of the Transferred Property and
all taxes and charges levied in respect thereof or imposed on the ownership and
use of the Transferred Property.-----------------------------------------------------------------

Article 8.
TAXES
All taxes, levies, assessment and charges to be imposed, levied assessed and charged on
the Transferred Property shall be borne and paid by the Transferor. ---------------------------

Article 9.
EXPENSES
The Transferor shall reimburse the Transferee, promptly on first demand for all
reasonable expenses-incurred by the Transferee, including but not limited to, all out-of-
pocket expenses and legal fees, in connection with the enforcement of this Agreement,
including any actual or attempted sale pursuant to the provision of Article 4. Any such
expenses incurred by the Transferee shall be added to the Outstanding Indebtedness
secured hereunder and shall-be entitled to all of the benefits hereof. ---------------------------

Article 10.
POWER OF ATTORNEY
10.1 If any time an Event of Default occurs under the Loan Agreement and it becomes
necessary for the Tranferee to act in the name of the Transferor in the course of
inforcing any of the transferre's rights under this Agreement, the Transferor
hereby irrevocably authorizes the Transferee with a right of substitution and
without further notice to or consent from the Transferor, to do and perform any
and all things necessary or incidental to the execution-of those rights. ---------------
10.2 In the event any additional authorization and/or power of attorney is needed in
carrying out the-provisions of this Article, such authorization--and/or power of
attorney shall be deemed as having been given, word by word, in this Articlle
and thesefore a separate document is not necessary, unless the Transferee
considers otherwise. In the latter case, the Transferor agrees to execute such
additional power of attorney and other documents as the Transferee may
request. ------------------------------------------------------------------------------------------------
10.3 The Transferor shall hold harmless and indemnify the Transferee, its employees,
agents, directors, shareholders and representatives from and against any loss,
claims liabilities, judgments, costs, and expenses resulting from or relating to the
Transferee exercising or failing to exercise any of the foregoing powers. ------------
10.4 The power of attorney granted herein are irrevocable, from an integral part of
and inseparable from the Outstanding indebtedness, and therefore such power of
attorney shall not terminate by reason of any of the occurrences mentioned in
Article 1813, 1814 and 1816 of the Indonesian Civil Code or for any other reason
(save for revocation by the Transferee). -------------------------------------------------------
10.5 The Transferor shall not grant to any other party or parties the same or similar
power(s) granted to the Transferee hereunder.----------------------------------------------
 Article 11.
BANKCRUPTCY AND MORATORIUM
11.1 The Transferor shall immediately inform the transferee about and upon: -----------
(a) any adjudication of bankruptcy of the Transferor or any knowledgge of
any filings-therefore (whichever is earlier); ----------------------------------------
(b) knowledge of any filing therefore (whichever is earlier) of any property
(including without limitation the Transfered Property), which attachment
or seizure might affect the Transferred Property or the rights of the
Transferee thereto or hereunder, and on the transferor's account, shall do
all things necessary to protect and preserve the Transferee,s right and
interest in the Transferred Property. -------------------------------------------------
11.2 The Transferor shall not apply for any moratorium on its obligations to pay its
debts ("surseance van betaling") or file any petition for adjudication of its own
bankruptcy, unless having obtained prior written consent of the Transferee.-------

Article 12.
NOTICES
12.1 All notices to the parties under this Agreement shall be given by facsimile or by
notice in writing, hand delivered or sent by resgistered airmail, postage prepaid.
All such notices shall be sent to the facsimile number address, as the case may be,
specified for the intended recipient as follows, or to such other number or
address, as such recipient may previously have indicated by notice to the orther
parties pursuant to this Article: -----------------------------------------------------------------
Transferor : P.T. [*]
Attention : Director -------------------------------------------------------------------
Facsimile :
Transferee : P.T. [*]
Attention : Vice President Director ----------------------------------------------------
Facsimile :
12.2 All such notices shall be effective upon receipt. If by hand delivery, as signature
acknowledging receipt shall be deemed be conclusive evidence of receipt of the
notice. facsimile shall be deemed to be received on the date of dispatch if
confirmed by dispatch on the same day with a confirmation copy, and in the case
of a letter sent by registered airmail, postage prepaid, three (3) Business Days
following the day on which the same is put into the post. -------------------------------

Article 13.
GOVERNING LAW AND JURISDICTION
13.1 This Agreement shall governed by, interpreted and construed under the laws of
the Republic of Indonesia. ------------------------------------------------------------------------
13.2 For the implementation of this Agreement and all its consequences and for the
adjudication of all disputes arising hereunder, the Transferor hereby selects the
Registrar's Office of the District Court of Central Jakarta (kantor Panitera
Pengadilan Negeri Jakarta Pusat) as its legal and permanent domicile. Without
limiting the foregoing, the Parties hereto further agree-that the Transferee may at
its own option submit any disputes which may arise in connection with this
Agreement to any orther court inside or outside the Republik of Indonesia
having jurisdiction over the Transferor or any of its assets. ------------------------------
 Article 14.
TERM
14.1 It is understood and agreed by the Transferor that the transfer by it of its
ownership of the Transferred Property is a continuing security for payment to
the Transferee of the Outstanding Indebtedness and this Agreement shall not
dissolve until final payment by the Transferor of all such amounts. ------------------
14.2 The transfer of title and ownership to the Transferee as provided for in this
Agreement has taken place upon the dissolving condition (onbindende
voorwaarde) that all amounts which -may now or hereafter be owing to the
Transferee-by the Transferor in respect of the Outstanding Indebtedness are paid
in full as certified by a written statement to that effect by the Transferee. In
respect of such dissolution the Parties waive the provision of Article 1266 of-the
Indonesian Civil Code. The Transferor shall-bear the risk that any or all of the
Transferred Property may cease to exist or suffer damage for whatever reason. ---

Article 15.
ASSIGNMENT
The Transferee is hereby entitled to assign or otherwise transfer any or all of its rights
and interest in this Agreement or the Transferred Property to another party or its
nominee provided that the Transferee shall notify thhe Transferor of such assignment.
The Transferor hereby agrees to any-such assignnment/or transfer and to execute any
documents required by the Transferee from the Transferor, to give effect to and to bind
the Transferor to such assignment or transfer. The Transferor hereby agrees to consent to
such assignment and to execute such documents and/or such acts as are required by the
Transferee to perfect such assignment. The Transferor shall have no right to assign or
obligation hereunder except with the written consent of the Transferee. ----------------------

Article 16.
SEVERABILITY
Should any provision of this Agreement be or become unenforceable or invalid, such
unenforceability or invalidity shall not affect the enforceability or validity of the
remainder hereof. The Parties are obliged to substitute for the uneforceable or invalid
provision, an enfforceable or valid provision that, from a commercial point of view, is
satisfactory to the Transferee and accomplishes the intended purpose of the
unenforceable or invalid provision.

Article 17.
AMENDMENT AND BINDING EFFECT
This Agreement may be amended upon mutual consent of-the Parties which
amendment shall be executed by an instrument in writing signed by the Parties. This
Agreement shall be binding upon and inure to the benefit of the respective successors
and assigns of the Parties.
Article 18.
WAIVER AND CUMULATIVE RIGHTS
The Transferee shall be under no obligation to enforce any right or benefit hereunder.
The Transferor agrees that no failure or delay on the part of the Transferee to exercise
any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege hereunder shall operate as
waiver thereof; nor shall any single or partial exercise of any right, power or privilege
hereunder -preclude any further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies herein provided are cumulative and not
exclusive of the rights and remedies which the Transferee would otherwise have. ---------
---------------------------------------- IN WITHNESS 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 Miss [*], Sarjana Hukum, both assistant 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 without addition, one deletion without subtitution.-------------------------------------
-The original deed is signed properly.-------------------------------------------------------------------
Given as a true copy.
Notary in Jakarta,

S.H.