SALE AND PURCHASE AGREEMENT OF INDONESIAN STEAM COAL GAD 6300-6100 KCAL/KG (NO: N.55.

240/CVKASK/BST/PW/13022012)FOBMV

CASH SALE AND PURCHASE AGREEMENT INDONESIAN CRUSHED STEAM COAL SOUTH KALIMANTAN__GAD 63006100 kcal/kg
(FOB Mother Vessel Agreement No: N.55.240/CVKA-BST/PW/13022012)FOBMV

BETWEEN

CV. KHALIFAH AKBAR

(JAKARTA, INDONESIA)

(Hereinafter called SELLER)

AND

BST JINSU ENERGY LTD

(Hong Kong)

(Hereinafter called BUYER)

Banjarmasin, 25 February 2012

SELLERS SIGNATURE: Page 1 of 11 BUYERS SIGNATURE:

SALE AND PURCHASE AGREEMENT OF INDONESIAN STEAM COAL GAD 6300-6100 KCAL/KG (NO: N.55.240/CVKASK/BST/PW/13022012)FOBMV

TABLE OF CONTENT

Clause 1 DEFINITIONS ......................................................................................................3 Clause 2 - TERM AND DURATION OF THE AGREEMENT..................................................4 Clause 3 COMMODITY........................................................................................................4 Clause 4 QUANTITY AND DELIVERY................................................................................4 Clause 5 PORT OF LOADING.............................................................................................4 Clause 6 QUALITY...............................................................................................................4 Clause 7 - PRICE....................................................................................................................5 Clause 8 - PRICE ADJUSTMENT ON QUALITY....................................................................5 Clause 9 QUALITY DETERMINATION................................................................................6 Clause 10 WEIGHT DETERMINATION...............................................................................6 Clause 11 PAYMENT (CASH).............................................................................................6 Clause 12 SHIPPING TERMS.............................................................................................7 Clause 13 TAXES, DUTIES, PUBLIC HOLIDAY.................................................................7 Clause 14 NOTICES............................................................................................................7 Clause 15 - BANKING COORDINATE ...................................................................................8 Clause 18 - NO WAIVER......................................................................................................10 Clause 19 - LIMITATION OF ASSIGNMENT........................................................................10 Clause 20 TERMINATION.................................................................................................10 Clause 21 - SEVERABILITY.................................................................................................10 Clause 22 - LIABILITIES AND WARRANTIES.....................................................................10 Clause 24 - ENTIRE AGREEMENT AND AMENDMENT ....................................................11

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SALE AND PURCHASE AGREEMENT OF INDONESIAN STEAM COAL GAD 6300-6100 KCAL/KG (NO: N.55.240/SPA-SK/BT/XII/11)

This agreement is agreed at Banjarmasin, Indonesia on February 25, 2012 by both parties as follows: CV. KHALIFAH AKBAR a company registered according to the laws of Republic of Indonesia and having its head office at Jl.Hidayah Gang Hikmah RT 07 Simpang Empat Batulicin Kabupaten Tanah Bumbu Kalimantan Selatan Indonesia, in this matter duly authorized and represented by Mr. Edi M Ali, President Director (Hereinafter referred to as Seller) And BST JINSU ENERGY LTD a company registered according to the laws of Indonesia and having its office at Room 5206, 52/F, Hopewell Centre, 183, Queens Road East, Wanchai, Hong Knong in this matter duly authorized and represented by Mr. Venkateswearan Venkatraman and Mr. Jatin Chutke. (Hereinafter referred to as Buyer) Hereinafter referred to as each a Party and together the Parties. NOW THEREFORE the Parties have agreed as follows: Clause 1 DEFINITIONS As used herein; ASTM means the American Society for Testing and Materials. B/L means Bill of Lading; Coal means the commodity set out in Clause 3 complying with the specification in Clause 6 or which is otherwise accepted by the Buyer. Dollars, US Dollars, USD, US$, $, Cents where used shall refer to the currency of the United States of America. ETA means expected time & date of arrival. FOBT means Free on Board in accordance with Incoterms 2000, Spout and Trimmed in Buyers vessel at the Anchorage Point. FOBT means Free on Board in accordance with Incoterms 2000, in Buyers Loading Port at Tg. Permancingan or anchorage open sea, South Kalimantan ISO means the International Organization for Standardization. Loading Port means the 1 safe anchorage point at Tg. Permancingan, South Kalimantan Ton (s), Tonne (s), and MT means metric tonne of 1,000 Kgs as defined in International System of Units. Price shall mean the price for invoicing purposes expressed in US Dollars with any calculated price rounded up or down to the nearest cent. kcal means Kilocalorie (s) as defined in the International System of Units. kg means Kilogram (s) as defined in International System of Units. mm means Millimeter as defined in International System of Units. Working day means a day upon which business is regularly transacted and unless expressly stated, the term day shall be deemed to mean calendar day. Pratique means permission to do business at a port by a ship that has complied with all applicable local health regulations. Laytime means time allowed to load the cargo on to the mother vessel. WWDSHINC Weather Working Day Sunday and Holiday included means day of 24 consecutive hours including Sunday and Holiday on which work in loading coal on board a vessel may be carried out without loss of time due to the weather. Statement of Facts means a statement prepared by the ships agent at the port of loading which shows the date and time of arrival of the vessel and the commencement and completion of loading. It details the quantity of cargo loaded each day, the hours worked and the hours stopped with the reasons of stoppages.
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SALE AND PURCHASE AGREEMENT OF INDONESIAN STEAM COAL GAD 6300-6100 KCAL/KG (NO: N.55.240/SPA-SK/BT/XII/11)

Clause 2 - TERM AND DURATION OF THE AGREEMENT The parties hereby agree that the term of this agreement shall commence from the date of signing of this Agreement until the sale and delivery of the contracted quantity under this agreement has been fully performed by the parties or until both parties mutually agree to terminate this agreement, whichever comes earlier. Buyer shall purchase the coal from Seller on CASH FOB Mother Vessel basis. F.O.B. Inco terms 2000, or the latest version of said Inco terms, shall apply to this Agreement. Duration of this Agreement is 1(one) year subject to the satisfaction of the trial shipment by Buyer.

Clause 3 COMMODITY Indonesian Crushed Blended Steam Coal (Non-Cooking) in Bulk from South Kalimantan, Indonesia

Clause 4 QUANTITY AND DELIVERY The shipment of 50,000 MT will be delivered by February 2012 or shipment CASH FOB Mother Vessel. The laycan is initially scheduled in about in February prompt , 2012, and the exact dates shall be mutually agreed between buyer and seller with minimum 5 days prior to laydays commencement.
Seller will provide transfer of title to goods on receipt of 50% payment and will be responsible for the quality and quantity of goods till delivery at mother vessel. Seller to provide suitable export documents to buyer as part of sale.

Clause 5 PORT OF LOADING First safe anchorage at Tg. Permancingan, South Kalimantan Clause 6 QUALITY The Coal to be supplied shall conform following typical specifications according to ASTM standards:

PARAMETER
Gross Calorific Value (ADB) Net Calorific Value (Arb) Total Moisture (Arb) Inherent Moisture (Adb) Ash Content (Adb) Volatile Matter (Adb) Fixed Carbon Total Sulfur (Adb) Hard groove Grind ability Index Size 0 - 50 mm Ash Fusion Temperature

UNIT OF MEASURE
Kcal/kg kcal/kg % % % % % % Index Point % Deg C

GUARANTEED
6300 5500 12 16 6 11 12 15 38 45 by difference 0.6 1.0 40 50 90 minimum 1250

REJECTION
Below 6100 Below 5300 Above 18 Above 17

Above 1.0

Below 1250

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SALE AND PURCHASE AGREEMENT OF INDONESIAN STEAM COAL GAD 6300-6100 KCAL/KG (NO: N.55.240/SPA-SK/BT/XII/11)

Clause 7 - PRICE The price for the Coal to be supplied under this Agreement shall be USD 84.00 (Eighty Four United Stated Dollars) per metric ton (MT) Cash FOB Mother Vessel base on 50% upon receipt by customer of mutually agreed independent inspector certificate of quality and quantity and balance 50% on receipt of all export documents after loading in mother vessel. This price is based on Gross Calorific Value (ADB): 6300 kcal/kg, Total Moisture (ARB): 16%, Ash Content (ADB): 15% and Total Sulphur (ADB): 1%. The Price shall be adjusted in accordance to Clause 8 herein.

Clause 8 - PRICE ADJUSTMENT ON QUALITY The following price adjustments based on quality determinations made in accordance with Clause 7 herein shall apply to shipment(s) of Coal made hereunder.
(a) Gross Calorific Value (ADB)

If the certified Gross Calorific Value (ADB) supplied is higher or below 6300 kcal/kg as stated in the surveyor's certificate at loading port (Certified GCV), then the Price shall be adjusted by the following formula (fraction pro-rata), till rejection limit: Certified GCV(ADB) Invoice Price = Price X --------------------------------6300 kcal/kg (ADB) If the certified Gross Calorific Value (ADB) is below rejection limit, Buyer shall have the right to reject the cargo or apply penalty of USD 1.5/MT for each 100 kcal/kg below rejection limit, fraction pro-rata. (b) Total Moisture (ARB) If the certified Total Moisture as stated in the surveyor's certificate at loading port (the Certified TM) exceeds 16% (ARB), then the invoice weight shall be reduced as per the following formula (fraction prorata), till rejection limit: { 85 Actual TM (ar)} Invoice Weight = B/L Weight X -----------------------------------100 If the Certified TM is higher than rejection limit as specified in Article 6, Buyer shall have the right to reject the cargo or apply penalty of USD 0.3/MT for each 1 % above the rejection limit, fraction pro-rata. (c) Total Sulphur (ADB) If the certified Total Sulphur (ADB) of the Coal as stated in the surveyor's certificate at loading port is above the rejection limit as specified in Article 6, the Buyer shall have the right to reject the cargo or to apply a penalty of USD 0.3/MT for each 0.1 % above the rejection limit, fraction pro-rata. (d) Ash Content (ADB) If the certified Ash Content (ADB) of the Coal as stated in the surveyor's certificate at loading port is above 15% as specified in Article 6, apply penalty of USD 0.3/MT for each 1 % above the 15% upto rejection limit, fraction pro-rata. If Ash content is above rejection limit, the Buyer shall have the right to reject the cargo or to apply a penalty of USD 0.7/MT for each 1% above the rejection limit.
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SALE AND PURCHASE AGREEMENT OF INDONESIAN STEAM COAL GAD 6300-6100 KCAL/KG (NO: N.55.240/SPA-SK/BT/XII/11)

Clause 9 QUALITY DETERMINATION The Parties agree to appoint International Independent Surveyor (which is then called as the Surveyor) to perform the sampling and quality determination in accordance with this clause. The Surveyor shall perform an analysis of the characteristic specified in Clause 6, and shall issue the Certificate of Sampling and Analysis certifying the results of such analysis. The Independent Surveyor will be chosen based on mutual discussion and only with the agreement of the Buyer. The Surveyor to carry out the sampling and analysis of the samples, including proximate, ultimate and AFT, of the material shipped at the loading port. The method of sampling and analysis shall be determined according to ASTM Standard and the Analysis result shall be final and binding for both Parties. The costs of inspection for sampling and analysis by Independent Surveyor shall be borne by Seller. Buyer can send their representative and/or independent surveyor and/or protection agent, who will be allowed to draw samples, conduct inspection and be provided access to all points from stockpile, jetty, barge and mother vessel by seller without any let or hindrance. Clause 10 WEIGHT DETERMINATION
10.1 The Parties agree to appoint International Independent Surveyor to perform the weight determination in

accordance with clause 9. 10.2The weight of each shipment of Coal shall be determined to the nearest tonne of weight (mass) by draft survey of carrying ocean carrier at the Loading Port conducted by the independent Superintending Company. Seller shall pay the cost of the draft survey. 10.3 The Surveyor shall issue a Certificate of Weight. Such weight determination shall be final and binding upon Seller and Buyer and it shall be the basis for settlement under this Agreement, unless an adjustment is required pursuant to Clause 6. 10.4 Should Seller take less than the minimum quantity requested to be loaded as advised by Buyer upon vessel nomination, the Seller shall be liable for vessel dead freight, if any, resulting from the shortfall of loading. Buyer shall have the right to invoice Seller the dead freight if any, within maximum of one month from the such agreed dead freight by Parties

Clause 11 PAYMENT (CASH) 11.1 The payment is supported with the following documents: i) Sellers signed and stamped Commercial Invoice in 3 (three) Originals and 3 (three) Copies, indicating name of carrying barge/vessel, unit price, weight and total amount ii) Full set of 3 (three) Originals and 3 (three) Copies of Clean on Board Ocean Bills of Lading, made out To Order, blank endorsed, signed by the master at loading port or his authorized agent and marked "Freight payable as per charter Party", showing the weight in metric tons. iii) 3 original and 3 copies of Certificate of Sampling and Analysis by independent surveyor at loading port iv) 3 Original and 3 copies of Certificate of Weight by independent surveyor at loading port v) 3 Original and 3 copies of Draft Survey Report by independent suryor at loading port vi) 1 Original and 3 copies of Certificate of Origin issued by Indonesian Chamber of Commerce or any other competent Government authority

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Clause 12 SHIPPING TERMS 12.1 Nomination of Mother Vessel i) Buyer to nominate a Mother Vessel to Seller at least 5 (five) working days prior to ETA of the Mother Vessel, ETA to be within the agreed stem dates. Seller will reply within one day intimating acceptance of the nominated mother vessel, which acceptance shall not be unduly withheld. ii) Demurrage / Despatch rate to be informed by Buyer to Seller according to the relevant Charter Party upon vessel's nomination. iii) Buyer to appoint agents at load port whose full style shall be forwarded to Seller. Buyer or their agents shall send 7, 5, 3, 2, and 1 day(s) notice to Seller. iv) The exact one Loading Port shall be declared by Seller before the Mother Vessels nomination
12.2

Loading Rate Seller guarantees Buyer the loading rate to be minimum 8000MT WWDSHINC, basis geared & grabbed vessel, confirmed at the time of vessel acceptance (excluding major Indonesian holidays stated in clause 13.2). This rate will be the rate for the calculation of demurrage and despatch. Notice of Readiness (NOR) i) NOR may be tendered Monday through Sunday, major Indonesian holidays stated in clause 13.2 excluded, provide that vessel is in all respects ready to load the intended cargo. NOR may be tendered by cable, telex or fax. ii) Laytime shall start to count 12 hours after NOR tendered in free pratique, unless loading is sooner commenced in which case actual time used to count.

12.3

12.4 Laytime Calculation Laytime calculation shall be prepared based on Statement of Facts (SOF) issued by the nominated agents in the loading port and the terms in Charter Party signed between the Buyer and vessel owner. Buyer by Buyers account, can send their representative to the loading port to witness the loading operation, to perform Sampling and analysis of cargo, if required.

Clause 13 TAXES, DUTIES, PUBLIC HOLIDAY 13.1 All import duties, levies, dues etc. on the imported material from the vessel if any at discharge port shall be to buyer's account. All taxes, duties, export tax, levies, etc. on loading goods in the country of origin / loading to be at Seller's account. 13.2 Major Indonesian holidays include: New Years Day, Christmas Day, Idulfitri Day, Budhism Day, Hindusm Day, IdulAdhah Day (Moslem Festival), Indonesian Independence Day Clause 14 NOTICES 14.1 Any notices, declarations, invoices and other communications which either Party may be required to give or make to the other Party, unless otherwise specifically provided herein, shall be in writing and shall be sufficiently given or made if delivered by hand or sent by email, post, postage paid or by facsimile, to the address specified below.

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14.2

Any notices, declarations and other communications given or made by post shall be deemed to have been given or made on the 7th (seventh) business day after the day of postage and if given or made by email or facsimile shall be deemed to have been given or made on the business day following that on which the email or facsimile was sent. SELLER Address Tel./ Email Attn BUYER Address Tel./ Email Attn : : CV. KHALIFAH AKBAR Jl.Hidayah Gang Hikmah RT 07 Simpang Empat Batulicin Kabupaten Tanah Bumbu Kalimantan Selatan Indonesia : (+62) 51871440 : Mr. Edi M Ali

14.3

: BST JINSU ENERGY LTD : Room 5206, 52/F, Hopewell Centre, 183 Queens Road East, Wanchai, Hong Kong : +852 2690 2411/ jatin@jinsuresources.com : Mr. Jatin Chutke

Either Party hereto may change its address by giving notice to such effect to the other Party. Clause 15 - BANKING COORDINATE
Payment by Buyer to Seller through Telegraphic Transfer via banks as follows: SELLERs Bank Information Account Name : CV KHALIFAR AKBAR Bank Name : BANK MANDIRI Bank Address : JL.RAYA BATU LICIN KAB.TANAH BUMBU City / Country : INDONESIA Account Number : 0310006073269 Bank Swift Code : BMRIIDJA Bank Officer/Mgr : H.RASHID Bank Phone / Fax : O518-71481 BUYERs Bank Information Account Name : BST JINSU ENERGY LTD

Bank Name
Bank Address Account Number Bank Swift Code Bank Officer/Mgr Bank Phone / Fax

:
: : : : :

Clause 16 - FORCE MAJEURE 16.1 DEFINITION Force Majeure as used herein shall mean any cause or condition (where or not similar to those hereinafter enumerated) beyond the control of the party affected thereby which wholly or partially prevents the performance except payment by the said party of its obligations hereunder including without limitation: acts of God; acts of a public enemy; war (declared or undeclared); civil war, sabotage, revolution, civil disturbance, epidemic, cyclone, tidal wave, landslide, lightning, earthquake, flood, storm, fire, adverse weather conditions, expropriation, nationalisation, act of eminent domain, insurrections, riots, terrorism, breakdowns of or damage to mine, plant, port facilities and Buyer's facilities (including affiliated companies facilities); labour stoppages, lockouts, slowdowns, strikes or disputes; interruptions of transportation; orders or acts of civil or
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SALE AND PURCHASE AGREEMENT OF INDONESIAN STEAM COAL GAD 6300-6100 KCAL/KG (NO: N.55.240/SPA-SK/BT/XII/11)

military authorities; the necessity for compliance with an applicable law, regulation ordinance or resolution or order of court of administrative authority; embargoes; blockades; any restrictions upon, delays in receiving or failures to receive any permits, licenses, or approvals from any governmental agency; explosion, breakage or accident for facilities; and impossibility of obtaining or delay in obtaining necessary equipment, materials or supplies. No party shall, however, be relieved of liability for failure of performance if such failure is due to causes arising out of its own negligence or to causes which, at reasonable cost, it could, but fails to, remove or remedy with reasonable despatch. Minor equipment failures, which do not substantially impair the ability to perform, shall not be deemed a Force Majeure occurrence. 16.2 EFFECT i) The party affected by Force Majeure shall give prompt written notice to the other, setting forth the particulars thereof in reasonable detail. The obligations of the party giving such notice shall be excused to the extent made necessary by such Force Majeure and during the continuance of such Force Majeure and said party shall incur no liability by reason of its failure to perform the obligations so excused; provided, however that the party giving such notice shall use its best efforts to eliminate such Force Majeure as soon as and to the extent reasonably practicable (taking into account costs). The affected party shall give prompt written notice of the termination of such Force Majeure. ii) Nothing herein contained shall cause the party affected by the Force Majeure to submit to unreasonable conditions or restrictions imposed by a governmental authority, or to submit to an unfavourable labour agreement, and it is agreed that any settlement of labour strikes or difference with workmen or government authority shall be entirely within the discretion of the party affected thereby. iii) Subject to Clause 16.3, during any period that Buyer is excused from accepting and paying for Coal by reason of Force Majeure, that portion of the quantity which Buyer is excused from accepting and paying for may be sold by Seller to others without liability to Buyer. iv) If Buyer is the party affected by the Force Majeure condition, Buyer shall nevertheless be obligated to accept and pay for any Coal, which at the time of commencement of the Force Majeure condition, is being loaded or has been loaded into a Vessel. 16.3 ALLOCATION OF EFFECT i) Shipment(s) excused by a Force Majeure condition for duration of 60 days or less shall be made up, with such deliveries to be made upon a mutually agreeable shipping schedule, within or beyond the term of this agreement. Such schedule shall be agreed immediately after termination of the Force Majeure condition. ii) If a Force Majeure condition affects either Buyer or Seller such that performance remains wholly excused for a continuous duration of more than 60 days, upon written notice to the other party given at any time during the period of Force Majeure condition, the obligations of the unaffected party hereto shall be discharged as to deliveries (or acceptance) which would otherwise have been made during said period. TERMINATION If such Force Majeure condition continues for a duration of 90 (ninety) consecutive days, either party may, by written notice to the other, terminate this agreement in its entirety and both parties shall be released from further obligations except for obligations accrued prior to such termination, effective as of receipt of the notice of termination.

16.4

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Clause 17 - GOVERNING LAW AND ARBITRATION 17.1 To the extent that this document does not provide otherwise, the latest version of INCOTERMS govern this contract. 17.2 Any dispute arising of or in connection with this Contract or the New Contract shall be settled by friendly negotiation between both parties. 17.3 If no settlement can be reached within at least 30 (thirty) days after any party has submitted a written request to settle any dispute to the other party, the matter in dispute shall be referred to three arbitrators as per the Singapore Court of International Arbitration Rules in Singapore. One Arbitrator is to be appointed by each of the parties hereto, and the third arbitrator by the two arbitrators chosen. The decision of the arbitrators or that of any two of them, shall be final. The arbitration shall be conducted in English. 17.4 This contract, including the arbitration clause, shall be governed by, interpreted and construed in accordance with the English Law, and the award of the arbitration shall be final and binding upon both parties and may only be entered into courts with competent jurisdiction solely for the purpose of enforcement. 17.5 The Arbitration expenses shall be borne by the losing party unless otherwise awarded by the arbitration organization. Clause 18 - NO WAIVER No waiver by either Party or any breach of the terms or conditions of this Agreement to be performed by the other Party shall be construed as a waiver of any succeeding breach of the same or any other terms or conditions. Clause 19 - LIMITATION OF ASSIGNMENT Neither Party shall assign, transfer, encumber, create an interest in or otherwise dispose of any rights or interests under this agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Clause 20 TERMINATION The Buyer may, without prejudice to any other remedy for breach of Contract, by written notice of default sent to the Seller, terminate the contract in whole or in part provided the conditions as follows: (a) If the Seller fails to deliver any or all of the goods within the time period specified in the contract or any extension thereof granted by the Buyer or (b) If the Seller fails to perform any other obligation(s) under the Contract. Clause 21 - SEVERABILITY If any portion of this Agreement is held by any competent legal tribunal to be invalid or unenforceable, the remaining provisions shall remain in full force and effect as if such invalid provisions had not been included herein. Clause 22 - LIABILITIES AND WARRANTIES 22.1 The Coal supplied by the Seller in the condition in which it is sold is considered not to constitute a hazard to health or safety, provided that it is handled and used in accordance with normal accepted safe working practices. The Buyer should, for its own safeguard, consult the relevant codes of practice and factory inspectorates with regard to adequate hygiene, safety and environmental standards and enforcement thereof, with respect to handling and processing of the Coal.
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22.2

22.3

Notwithstanding anything to the contrary in the Agreement, no party to this Agreement shall in any circumstances be liable to any other party in its performance of or failure to perform this Agreement or any provision hereof, whether in contract, tort or breach of statutory duty or otherwise for: (a) Loss of or anticipated loss of profit or revenue, loss of use, business interruption, loss of use of any equipment, loss of any contract or other business opportunity or good will; (b) Indirect loss or consequential loss. All warranties, other than those expressly contained in thus Agreement, whether implied, statutory or otherwise relating in any way to the subject matter of this Agreement or to this Agreement generally, are excluded.

Clause 24 - ENTIRE AGREEMENT AND AMENDMENT 24.1This article contains the entire Contract between Buyer and Seller in relation to the sales and purchase of Coal and supersedes all prior negotiation, understanding and agreement whether written or oral in relation to the Contract. 24.2Both Parties agree not to circumvent the other Party and to keep any information and documents exchanged confidential and not reveal to any third party unless permission is given in writing from the Party whose information and documents will be disclosed. 24.3 No amendment of this Contract shall be valid unless done in writing and duly executed by the Parties.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives.

SELLER : FOR AND ON BEHALF OF CV KHALIFA AKBAR Signature & Date : Februar 25, 2012

BUYER : FOR AND ON BEHALF OF BST JINSU EMERGY LTD. Signature & Date : Februar 25, 2012

MR. EDI M ALI. President Director Director Witness I : Witness II:

Mr. /Ms. _______________

Mr. /Ms. _______________

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