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					JOINT OPERATION AGREEMENT BETWEEN PT. BULILION VENTURIA INVESTMENT TRUSTEE AND ………………………………………............

This Joint operation Agreement (hereinafter referred to as “Agreement”) is made and signed on,………………..April 2008 by and between : PT. BULLION VENTURA INVESTMENT TRUSTEE Limited Liability Company registered in Indonesia according to the Law of Indonesia Limited Liability Company, has legal domicile at Aneka Tambang Building 2nd Floor – Jl. TB. Simatupang No. 1 Tanjung Barat South Jakarta Indonesia – Zip 12530 in this matter represented by Mr. Halim Darma Kusuma holder Indonesia Passport No A447251 (hereinafter referred to as the “FIRST PARTY”) And ……………………………..Limited Liability Company registered in Thailand according to the Law of ………………….Limited Liability Company, has legal domicile at ……………………………..in this matter represented by …………………….as President Director the holder……………………Passport no …………….., (hereinafter referred to as the “SECOND PARTY”) FIRST PARTY and SECOND PARTY separately here referred to as “THE PARTY” and altogether hereunder refereed to as “THE PARTIES”, shall previously elucidate facts as follow :  Where THE FIRST PARTY is the company that activities in the field of asset management and providing the ……………….from…………….related to the project investment and duly licensed and qualified to perform project investment for Private Placement Program For humanitarian and various other Project/program in Germany and Indonesia. Whereas THE SECOND PARTY is capable of providing such equipment, s pares, skilled advice, counsel, managerial and technical assistance due to it’s experience in the design, engineering and operation of equipment related to business throughout the word and duly licensed and qualified to perform project investment in Germany and Indonesia. Whereas THE PARTY in intended to establishment a Join Operation for private Placement Program For Humanitarian and various other Project/program in Germany and Indonesia. The Parties shall contribute their best efforts to implement this Agreement with strict confidential and mutual benefit basis.

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NOW, THEREFORE, in consideration of the above hereinafter the parties hereby agree to consummate this joint Operating agreement and enter into this Agreement upon the following terms and condition as follow : Article 1 DEFINITION In this Agreement, unless the subject or context otherwise requires : 1. The following words and expressions shall have the following meanings : 1. hereto as Annex 1 or any other Project as mutually agreed by the parties. 2. US$.................. (One Hundred Million United States Dollars) issued by Deutsche Bank and on behalf the entire project work issued to the Joint Operations operated by and between the First Party and the Second Party 3. Business Day :is any other day beside Saturday, Sunday or any other public holiday which the companies open for business. :is the business operated by and between the First party and the Second Party to finance the project. :is the costs and expenses incurred for the term of this Agreement in the operation of the Joint Operation which relate to the day-to-day operation such as salaries for employees and staff, rent and other payments due to insurance costs relating to the maintenance of casualty and liability, insurance interest and required principal amortization, repair and upkeep property and equipment used in connection with the operation of this Agreement and costs for the purchase of office supplies and equipment. :is the financial year on the end of [December] when the Parties decided to close the Joint Operation Bookkeeping. Bank Guarantee :is the Bank Guarantee within amount of Project :are the Project by the Joint operation as attached

4. Joint Operation

5. Operational Cost

6. Fiscal year

7. Location

:The Location shall primarily by, but not limited to, the Germany and Indonesia

2. References to Annexes, Recitals, Clauses, and Schedules and Appendices are to recitals and clauses of and schedules and appendices to this Agreement; 3. The headings are for convenience only and shall not affect the interpretation hereof; 4. All capitalized terms and definition defined in any other agreements in connection with this Agreements shall have the same definition and meaning in this Agreement; Article 2 PURPOSE OF THE AGREEMENT The purpose of this Agreement is to cooperate in providing the Bank Guarantee within amount of US$ ………………… (…………….. Million United States Dollars) issued by Deutsche Bank for purposes of obtaining Bank loan for the financing the Project or other activity which should be agreeably by the Parties. Article 3 SCOPE OF COOPERATION The scope of cooperation covering the obligations of the Parties are the following : 1. To form a joint Operation organization between the parties as an implementation of this Agreement, which the Parties shall obliged its representatives as Organizing Committee and Organizing with such other titles which may be decided by the Parties from time to time. 2. To collect and provide data, information, and documentation tor the purpose to facilitate the project. 3. To determine the terms and condition and the main principle of the Joint operation which manage the mechanism, responsibility and the rights of each party. 4. The FIRST PARTY shall provide all the necessary requirement for issuing Certificate of Deposit on behalf of the entire Project work issued to the Joint Operation operated by and between the FIRST PARTY and THE SECOND PARTY, correspondence, data processing. 5. The SECOND PARTY shall provide all the necessary equipment for this Joint Operation, including cars, computers, to rent offices and machinery as long as its related to perform this Agreement. The said place for the Joint Operation shall be located at , an address where the SECOND PARTY has obtained Tax Registration number to conduct

commercial business comprising an area of approximately meters, Phone./Fax No. Should it become necessary at any time during the term of this Agreement to relocate the place to another location, such relocation may be done subject to the approval of the Parties. 6. The FIRST PARTY shall collaborate with the SECOND PARTY in formulation a financing plan which shall Project targets and related financing strategies, including fund budget.

Article 4 OBLIGATIONS OF THE PARTIES 1. The Parties are obliged to contribute their best efforts in good faith to implement this Agreement with mutual benefit basis. 2. The Parties shall grant access information on any related information, whether marked or not as “Confidential”, for the purpose of this Agreement. 3. The Parties shall grant access to any of its facilities for the purpose of this Agreement. 4. The FIRST PARTY is responsible for the issuing of a Bank Guarantee within amount of US$ ………………. (…………….. United States Dollars) issued by Deutsche Bank and providing its own fund for the purpose of the joint operation. 5. The SECOND PARTY is responsible to Opening Joint Account for the activating of Bank Guarantee, within amount of US$..................... (One hundred Million united Sates Dollars) under The FIRST PARTY instruction by Power of Attorney. 6. The Parties are obliged to abide the terms and conditions of this Agreement.

Article 5 THE RIGHTS OF THE PARTIES 1. The parties have the right to get the commitment from the other Party that the fund obtain is for the purpose of the project. 2. The Parties have the right to propose the usage of the fund obtained for the used in the agreed project.

3. The parties have the right to receive revenue as a result of the performance of this Agreement.

4. The Parties have the right to demand the other Party to perform its obligations under this Agreement. Article 6 PROJECT 1. The Project financed by the Joint operation are the projects as set out in Annex 1 of this Agreement or any other projects as further agreed by the Parties. 2. The Joint Operation shall be obligated to caused the owner of the project to insured the project on a reputable insurance company with an insurance cost it estimated to be the same or bigger than Stipulated Loss Value Article 7 COST AND TAXATION The SECOND PARTY shall fully responsible on the cost and taxation, under following conditions : 1. The SECOND PARTY are responsible in providing fund for the Operational Cost. 2. The SECOND PARTY are obliged to pay salary, allowance and bonus to their representatives and personnel who are member of the Organization in accordance with its internal regulation excluding the Operational Cost and The SECOND PARTY shall solely be responsible against cost and expenses, which are reasonably and properly incurred by the parties in performing the responsibilities of this Agreement. 3. In the event incurred an additional cost in performing this Agreement which exceeded the budget approved by the Parties in the operational Cost, such additional funding request shall be submitted by the Organization to the Parties s ubject to the Parties approval. 4. The SECOND PARTY are entitled to pay income tax which may be imposed under this Agreement, under the prevailing laws and regulations. Article 8 FINANCE 1. The fund the purpose of operating the Join Operation is accumulated from : a. The Bank Guarantee within amount of USD ………………. (……………… United States Dollar) b. The SECOND PARTY fund USD …………….. (…………………. United States Dollar) for Bank Charges. 2. The fund collected shall be used for the financing the Project and Operational Cost.

3. Based on the financing Project conducted by the Joint Operation, the Parties agree that revenues received shall be : a. In case the Second Party requires fund it shall be in written request and the fund will be disbursed by joint Operation through the SECOND PARTY with 1.1 % interest per annum. This fund purposes to be used for the project only. b. In the other projects besides project as approved by the parties, it must be done by the First party through Joint Operation and the net profit after interest, operation costs and all applicable taxes will be split 55 % : 45 % between the First Party and Second Party. Or any other conditions as mutually agreed by the Parties. 4. The Joint Operational shall operate in Jakarta organized by the Organization which shall establish a Joint Operation company bank account into which all monies received as revenue, and from which (provided the sufficient funds are available) shall be paid all expenditures incurred in the course of operations, including without limitations the First Party management fee and any other cost incurred under this Agreement. Article 9 TERM AND TERMINATION OF THE AGREEMENT 1. The terms of Agreement shall e deemed to have commenced of 27 November 2007 and subject to the provisions hereof, shall continue for the entire period of Project. In case one of the Parties intend to terminate this Agreement, then the Party intended shall notify the other party in writing regarding the said matter not later than one (1) mount prior to the intended effective date of the termination of this Agreement. The Parties have the right and entitle to reject the said request for terminating the Agreement before effective date of the termination of this Agreement as mentioned in clause 1 above of this Agreement with some reason until the effective date of the termination of this Agreement. Both Parties agreed to settle any outstanding matters in relation to this Joint Operation.

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Article 10 EVENTS OF DEFAULTH

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The Parties may terminate this Agreement if one of the following event occurs : a. The other Party is in default, being unable to fulfill or fails to perform any terms and conditions of this Agreement and all supplements and amendments and any annexes thereto; Any change in the applicable law or regulation or it becomes know n to the Parties, as the case maybe which shall make it unlawful for the other Party to continue this Agreement; Any representations, covenants and warranties given by the other Party under this Agreement is not correct or is in breach;

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Upon the termination of the Agreement the parties and the Joint Operation still obligated to carry out their remaining obligations under this Agreement. Article 11 CONFIDENTIALITY

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The Parties acknowledges that the information and knowledge disclosed by the other Party is highly unique, valuable and confidential. Confidentiality between the parties shall at all time be preserved and neither party shall knowingly reveal or disseminate confidential data obtained as a result of the Agreement. The Parties acknowledge such data or information shall only be used in relation of the performance of this Agreement. This Confidentiality shall not ceased event if this Agreement is terminated.

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Article 12 FORCE MAJEURE 1. If by any reason of force majeure the Parties hereto are prevented from or unable to perform their obligations hereunder they shall be released from the obligations under this Agreement to be performed subsequent to the occurrences of an event of force majeure. Fore the purposes of this Agreement “Force Majeure” shall be deemed to mean any circumstances beyond the control of the party affected including, but not limited to. Acts god, fire, flood, war, embargo, accident, labor trouble, or any law or regulation of the Republic of Indonesia. In the event of force majeure, the suffering Party shall notify the other Party in writing at the latest of 7 (seven) days after the occurrence of the event of the force majeure. Article 13 REPRESENTATION AND WARRANTIES

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The Parties represent and warrants to one another that : 1. It is a corporation duly organized, validly existing, and in good standing under the prevailing laws, with the corporate authority to conduct its business in the manner in which such business is being conducted and is to be conducted hereunder. It has full corporate power and authority to execute, deliver, and perform this Agreement. This Agreement has been duly authorized and executed on behalf , is a legal, valid and binding obligation on it, and is enforceable against it in accordance with is terms. It has, and will maintain in force throughout the term of this Agreement, all required permits, license and certificates necessary to perform its obligation hereunder; It is nit required to obtain the consent of any other party for the execution, delivery, or performance of this Agreement and the execution, delivery and performance of this Agreement will not constitute a breach of any agreement to which it is a party or by which it is bound, nor will it contravene any provision of its deed of establishment or arti cles of association, or violate, conflict whit, or result in a breach of any law, order, judgment, decree, or regulation binding on it or to which any of its businesses, properties or assets are subject. There are no claims, actions, suits or proceedings pending against it, the outcome of which could materially and adversely affect the transactions contemplated by this Agreement, and it is not subject to any order, writing, injunction or decree which could materially and adversely affect its ability to perform the transaction contemplated by this Agreement. There is no provision of any existing law, rule, mortgage, indenture contract, financial statement, agreement, resolution, or any other documents binding on it that would conflict whit or any way prevent the execution, delivery, or carrying out of the terms of this Agreement. Not take any action inconsistent with the Parties obligation under Agreement and shall provide such assistance needed as is reasonably requested by the other Party. Use all reasonable endeavors to keep in force all licenses, approvals, authorizations and consents which may be necessary in connection with the performance of its obligations under this Agreement and shall so far as it reasonably can do so, perform its obligations under this Agreement in such a way as not to prejudice the continuation of any such approval, authorization, consent or license.

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10. The Parties shall hereby warrant that it shall comply with any relevant legal requirements in the performance of its obligation under this Agreement.

11. The Parties shall at all time keep proper books of account in relation to its obligations under this Agreement. 12. The Parties shall procure that the records are kept in safe custody in the manner expected of a reasonably prudent financier and shall not without the prior written consent of the other Party, to posses, custody or control of them otherwise than pursuant to any court order, or any direction of Governmental Agency or other body whit whose direction it ordinarily complies (in which case the Parties shall promptly notify the other Party of the issuance of any such order or direction) Article 14 INDEMNITY 1. The Parties agree to indemnify the other party for any loss or damage whatsoever suffered, or that may be suffered (including but not limited to direct and consequential loss) as a result of any act or omission by the Party, whether negligent or otherwise, in the performance of any duty, obligation or function under this Agreement or in any way arising out of its being party to this Agreement. 2. The Parties shall responsible on its behalf including legal expenses thereon, for any claims incurred by any third party(ies) for its failure in performing its obligations under this Agreement.

Article 15 ASSIGNMENT The Parties to this Agreement agree that no Party shall have the right to assign or transfer any of its rights hereunder, or any part thereof, to any party without the prior written consents of the other Party. Article 16 SETTLEMENT OF DISPUTES/ARBITRATION 1. Any and all disputes arising in connection with this agreement shall, so far as is possible, be settled amicably among the parties. Failing such amicable settlement, any and all disputes arising from, or in connection with this Agreement, or it’s performance (including the validity of this Agreement) shall be settled by arbitration to be held in Jakarta, Indonesia, in the English language through Badan Arbitrase Nasional Indonesia (BANI) in accordance with the law No.30 of 1999 regarding Arbitration and Alternative Dispute Settlement.

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The decision of the BANI’s Board of Arbitration shall be final, binding and incontestable and may be used as a basis for judgment thereon in the Republic of Indonesia or elsewhere. Pending the submission to arbitration and thereafter and until the Indonesian Board of Arbitration publishes it’s award, the Parties shall continue to perform all their obligation under this Agreement without prejudice to a final adjustment in accordance with the said award. The Parties hereto waive the application of Article 1266 and 1267 of the Civil Code of Republic of Indonesia. Article 17 NOTIFICATION

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Any notice, by way of demand of otherwise, shall be given by telex or cable or by delivery in person addressed as follows : I. FIRS PARTY Aneka Tambang Building 2nd Floor, Jl. TB. Simatupang No. 1 Tanjung Barat, South Jakarta INDONESIA – Zip 12530. Tel : +62-21-7884-4957 Fax : +62-21-7883-7048 E-mail : amm_mulia1950@yahoo.com II. SECOND PARTY Or to such other address as may be designated in writing by either party in accordance with the foregoing. Any notice so given shall be deemed to have been received on the first working day following the day sent, except notice by personal delivery, which shall be deemed received when delivered.

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Without limiting any other means by which a Party may be able to prove that a notice has been received by another party, a notice will be deemed to e duly received : a. b. When a receipt has been signed by a Party. If sent by facsimile upon receipt by the sender of an acknowledgement or transmission report generated by the machine from which the facsimile was sent indicating that the facsimile was sent in its entirety to the recipient’s facsimile number.

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Except that if a notice is served by hand, or is received by facsimile on a day which is not a Business Day, or after 5:00 p.m. on any Business Day, that notice will be deemed to be duly received by the recipient at 9:00 a.m. on the first Business Day after that day.

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All notices and other communication between the parties shall be held in the Englsh language. Article 18 GOVERING LAW LEGAL DOMICILE

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Except for any matter is necessary subject to, and exclusively controlled by the Law of the Republic Indonesia. For the purpose of Agreement, the parties hereby choose the registar’s Office of District Court of South Jakarta as their legal permanent domicile.

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Article 19 MISCELLANEOUS 1. Should any provision of this Agreement be or become unenforceable or invalid, such enforceability or invalidity shall not affect the validity and enforceability of remaining provision of this Agreement. Failure by any of the Parties, to exercise any or all it’s rights hereunder, or any partial exercise thereof, shall not act a waiver of such rights grated hereunder of by general law without having to wait for the occurrence or re-occurrence of a similar or any other event giving rise to such rights. Upon signing of this Agreement by and between the Parties, any existing written or oral proposals, arrangement, or agreement made by between the Parties shall be no longer valid and shall be unenforceable. Any matters not covered or inadequately covered in this Agreement shall be covered or further explained by the Parties in a separate Addendum to be signed by the Parties , which shall constitute an integral and inseparable part of this Agreement. This agreement is executed in a text using the English language which shall be the governing language despite translation into any other language.

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Now, therefore in consideration of the mutual covenants contained herein and the agreement referred to herein, the Parties hereto cause this Joint Operation Agreement to br executed in Jakarta on the date first herein above written in two original copies, each having equal legal validity and enforceability.

FIRST PARTY

SECOND PARTY

Mr. Halim Darma Kusuma Company name, PT. BULLION VENTURA INVESTMENT TRUSTEE Title: Chairman Indonesian Passport No: A 447251 Nationality: Indonesia

Witness of FIRST PARTY

Witness of SECOND PARTY

Annex 1 PROJECT No Name of The Project Period Cost


				
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