ASSIGNMENT OF INSURANCE AGREEMENT

Number : 5.

On this day, WEDNESDAY, date the third day of APRIL -

one thousand nine hundred and ninety six (3-4-1996).

Appear before me, TEDDY ANWAR, Sarjana Hukum, -------

Notary in Jakarta, in the presence of the witnesses -

whose names will be mentioned at the closing part ---

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

1. Mr. HUSEIN ANGRYANTO, businessman, residing in

Jakarta, Komplek Green Garden Blok C I number 38,

Rukun Tetangga 14, Rukun Warga 011, Kelurahan ---

Kedoya, Kecamatan Kebon Jeruk, Jakarta Barat -----

Indonesia, holder of Kartu Tanda Penduduk number

3507.27739/2508560252------------------------------

according to his statement in this matter acting in

his capacity as President Director of and as --and as

such for and on behalf of the limited -----liability

company P.T. SARASA NUGRAHA, domiciled -in Jakarta,

which Articles of Association and the-amendments

thereto have been published in : ------- the State

Gazette of the Republic of Indonesia -dated the ninth

day of October one thousand nine -hundred and ninety

two (9-10-1992) number 81, ----Supplement number

5021/1992; --------------------

- the State Gazette of the Republic of Indonesia -

dated the ninth day of October one thousand nine -

hundred and ninety two (9-10-1992) number 81 , ---

Supplement number 5022/1992; --------------------

- the State Gazette of the Republic of Indonesia-

dated the fifth day of January one thousand nine-

hundred and ninety three (5-1-1993) number 2,-----

Supplement number 131/1993;----------------------

- lastly altered by the deed "Berita Acara Rapat -

Umum Tahunan Para Pemegang Saham Perseroan -------

Terbatas PT. SARASA NUGRAHA" dated the twenty ----

third day of June one thousand nine hundred and --

ninety three (23-6-1993) number 238 passed before-

nyonya Poerbaningsih Adi Warsito, Sarjana Hukum,--

Notary in Jakarta; ------------------------------

- in accordance with Article 10 paragraf 1 and 2 -of

its Article of Association, for the legal act -

referred to below having duly obtained the -------

approval from President Commissioner namely ------

Mr.UMAR ANDYANTO, businessman, residing in -------

Jakarta, Green Garden Blok CI/25, Rukun Tetangga -

002,Rukun Warga 009, Kelurahan Kedoya Utara, -----

Kecamatan Kebon Jeruk, ----------------------------

who also appears to me, Notary. ---------------

(hereinafter referred to as the "Assignor"); and-

2. Mr. MICHAEL LA BROOY, private person, residing ---

temporarily in Jakarta, holder of Australian -----

Passport number E 5302221, ----------

- according to his statement in this matter acting in

his capacity as Vice President Director and ---

therefore for and on behalf of the limited -------

liability company P.T. ANZ PANIN BANK, domiciled--in

Jakarta, the Articles of Association of which -and

the amendments have been published in the ---

State Gazette of the Republic of Indonesia dated -the

twenty sixth day of October one thousand nine

hundred and ninety (26-10-1990) number, Supplement

number 4374/1990; -------------------------------

- as amended by deeds : -------------------------

dated the fourteenth day of October one thousand -

nine hundred and ninety two (14-10-1992) under ---

number 39, passed before Hendra Karyadi, Sarjana -

Hukum, Notary in Jakarta, and has been approved---by

the Minister of Justice of the Republic of-----

Indonesia by has Decree dated the twentieth day of

November one thousand nine hundred and ninety two-

(20-11-1992), under number C2-9515.HT.01.04.Th 92,

dated the twenty seventh day of October one ------

thousand nine hundred and ninety three -----------

(27-10-1993), under number 242, passed before Siti

Pertiwi Henny Shidky, Sarjana Hukum, Notary in ---

Jakarta and has been approved by the Minister of -

Justice of the Republic Indonesia by his Decree --

dated the sixteenth day of November one thousand -

nine hundred and ninety three (16-11-1993), number

C2-12321-HT.01.04 Th 93, and the latest ----------

Composition of the Board of Directors and the ----

Board of Commissioners has been amended by minutes of

the Annual General Meeting of Shareholders ----dated

the Twenty eight day of March one thousand -nine

hundred and ninety five (8-3-1995), acting in its

capacity as agent and a participant under the-

Facility Agreement betwen P.T. ANZ PANIN BANK, ---

RABOBANK DUTA INDONESIA and the Borrower dated the

third day of September one thousand nine hundred--and

ninety three (3-11-1993) referred to below,--

- (hereinafter referred to as "ANZ PANIN"). -----

3. Mr. FELIX ISTYONO HARTADI, Sarjana Hukum, Manager

Credit Control and Support, holder of Kartu Tanda-

Penduduk number 2601.21344/0802590292, residing in

Jakarta, ----------------------------------------

- according to his statement in this matter acting by

virtue of a Power of Attorney dated the ------

twentieth day of March one thousand nine hundred and

ninety six (20-3-1996), fixed with sufficient, and is

showed to me, Notary, as attorney in fact -and as

such for and on behalf of the limited -----liability

company P.T. RABOBANK DUTA INDONESIA, --domiciled in

Jakarta, the Articles of Association-of which have

been published in the State Gazette-of the Republic

of Indonesia dated the twenty ----fourth day of July

one thousand nine hundred and -ninety (24-7-1990),

number 59, Supplement number--2576/1990, as amended

by Deed dated the eleventh -day of February one

thousand nine hundred and ----ninety two (11-2-1992),

number 49, which have been published in the State

Gazette of the Republic of-Indonesia dated the first

day of september one ---thousand nine hundred and

ninety two (1-9-1992), -number 70, Supplement number

4195/1992, ---------

- and the latest composition of the Board of -----

Directors and the Board of Commisioners has been--

amended by Deed dated the twenty sixth day of ----

October one thousand nine hundred and ninety five

(26-10-1995), under number 71, passed before ----

IRAWATI MARZUKI ARIFIN, Sarjana Hukum, Notary in-

Jakarta, ----------------------------------------

-(hereinafter referred to as "Rabobank"). -------

ANZ Panin Bank and Rabobank are hereinafter ---------

collectively referred to as the "Assignee". --------

The Assignor and the Assignee are hereinafter -------

collectively referrred to as the "Parties". --------

WHEREAS : ------------------------------------------

A. P.T. SARASA NUGRAHA, domiciled in Jakarta and ANZ-

Panin and Rabobank entered into a Facility -------

Agreement dated third day of September one -------

thousand nine hundred and ninety three -----------(3-

9-1993), (which Facility Agreement and all ----

related documents including all schedules, -------

exhibits, appendices and attachments, concerning -

obligations of the Assignor, as amended and ------

supplemented from time to time, are hereinafter --

referred to collectively as the ------------------

"ANZ Panin/Rabobank Facilities Agreement "), ----

whereby the ANZ Panin and Rabobank agreed to make-

available to P.T. SARASA NUGRAHA : --------------

(i) Term Loan Facility in an aggregate amount --not

exceeding USD 533,334.00 (United States-Dollars Five

Hundred and Thirty Three ------Thousand Three Hundred

and Thirty Four), ---made up of USD 266,667.00

(United States --

Dollars Two Hundred and Sixty Six Thousand -Six

Hundred and Sixty Seven) from ANZ Panin-and USD

266,667.00 (United States Dollars -

Two Hundred and Sixty Six Thousand Six ----

Hundred and Sixty Seven) from Rabobank; ---

(ii) Working Capital Loan Facility in an --------

aggregate amount not exceeding ------------

USD 2,250,000,00 (United States Dollars Two-Million

Two Hundred and Fifty Thousand), ---made up of USD

1,125,000.00 (United States -Dollars One Million One

Hundred and Twenty -Five Thousand) from ANZ Panin and

USD 1,125,000.00 (United States Dollars One ----

Million One Hundred and Twenty Five --------Thousand)

from Rabobank; ------------------

(iii) Overdraft Facility in an aggregate amount --not

exceeding USD 2,400,000.00 (United ----

States Dollars Two Million and Four Hundred-

Thousand), made up of USD 1,200,000.00 -----(United

States Dollars One Million and Two -Hundred Thousand)

from ANZ Panin and ------

USD 1,200,000.00 (United States Dollars One-Million

and Two Hundred Thousand) from Rabobank; -------

(these facilities are hereinafter referred to as -the

"ANZ Panin/ Rabobank Loans") for the purposes-set out

in the ANZ Panin/Rabobank Facilities Agreement.

B. The ANZ Panin/Rabobank Facility Agreement is -----

hereinafter referred to as the "Loan Agreement'; -the

ANZ Panin/Rabobank Loans is hereinafter ------

referred to as the "Facilities" and the purposes -for

which ANZ Panin/Rabobank Loans was ----------

respectively granted collectively hereinafter ---

referred to as the "Loan Purposes". -------------

C. It is one the conditions precedent to disbursement

of uhe Facilities by the Assignee that the ------

or assigns to the Assignee all of the ------

Assignor's right, title and interest in the ------

insurance policies now or hereafter effected for -or

in connection with the Loan Purposes (including any

proceeds and other benefits accruing ---------

thereunder) as security for the due, punctual and-

complete payment and repayment and performance of-the

Assignee of its obligations under the Loan ---

Agreement and the Security Document (as ----------

hereinafter defined).----------------------------

D. The Assignor is willing to make the foregoing ---

assignment upon the terms!and subject to the ----

conditions of this Agreement. -------------------

------------------- IT IS AGREED -------------------

--------------------- Article 1. --------------------

-------------------- DEFINITIONS --------------------

1.01 When used in this Agreement, the words and ----

expressions specified below shall, except where-the

context otherwise requires, have the -------following

meanings : ---------------------------"Assigned

Insurance Policies" or "Assigned ----

Insurance Policy" : means all the Assignor's --- pre-

sentand future insurance policies, including any ----

proceeds or other benefits -accruing thereunder,

issued by an insurance company or-

companies. ----------------

"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; ------

"Event of Default": means any or each of the ---

events set forth in the Loan Agreement and the

events set forth in article 8 hereof;-

"Insurance Companies" : -----------------------

means the insurance -------

companies acceptable to the-Assignee which have

insured-the Assignor's property ----being the

insurance --------companies; ----------------

"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 Assignee by the Assignor under or in accordance

with-the terms of the Loan -----

Agreement and the Security Documents or any of them,

and all legal and other costs, charges and expenses

incurred by the Assignee in-respect thereof, or -----

---regarding the preparation,-

finalization, execution, ---delivery, enforcement or

---otherwise in respect of the-Loan Agreement and

Security-Documents; ----------------

"Security Documents" : means any and all deeds,

agreements and documents ---giving rise to, in

respect -of or securing any and all -of the

Outstanding Indebted-ness, including but not ----

limited to the Security ----Documents defined in the

---Loan Agreement (including --this Agreement) ; ----

1.02 In this Agreement, the singular includes the --

plural and vice versa and all references to any-

gender include the other gender. --------------

1.03 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 Schedules or any of them as the same

may be amended from time to time. -------------

1.04 Reference to Articles and Schedules are to ----

articles of and schedules to this Agreement. --

1.05 Headings in this Agreement are provided for ---

convenience of reference only and shall not ----

affect the construction of this Agreement. ----

--------------------- Article 2. ------------------

--------------------- ASSIGNMENT -------------------

2.01 To secure the due, punctual and complete payment

and repayment of the Outstanding Indebtedness,--the

Assignor hereby assigns for security -------purposes

to the Assignee, and the Assignee ----

hereby accepts such assignment, all right, title and

interest in the Assigned Insurance Policies.

2.02 The Assignor shall, immediately upon the -------

execution of this Agreement or (as the case may-be)

each and every time the Assignor effects a -new

Assigned Insurance Policy, notify (with a --copy of

such notice to the Assignee) any and all of the

Insurance Companies of the assignment by-the Assignor

to the Assignee of the Assigned --

Insurance Policy and request the acceptance and-

acknowledgement of such assignment. The Assignor

shall promptly deliver to the Assignee the -----

signed original receipt evidencing the delivery-of

such notice. -------------------------------

2.03 The Assignor shall, immediately upon the ------

execution of this Agreement execute any --------

documents and do all things or acts required by

this Agreement or by the Assignee to perfect the

Assignee's rights under this Agreement against -any

other beneficiaries of the Assigned --------Insurance

Policies. ---------------------------

2.04 The Assignor shall provide the Assignee with all

documents relating to or evidencing that all ---

insurance policies have been assigned with -----

Banker's Clause in favour of the Assignee and --shall

cooperate fully with the Assignee in -----respect of

the collection of any monies paid ---under the

Assigned Insurance Policies. --------

2.05 The Assignor warrants that the execution, -----

delivery and performance of this Agreement are-

within the Assignor's power, have been duly ----

authorized, if required, by any necessary ------

governmental approvals and do not contravene any law,

or contractual restriction binding on the -Assignor

or any of its assets. -----------------The Assignor

further warrants that no part of --the Assigned

Insurance Policies have previously

been sold or encumbered to any other party in --any

way or are not subject to dispute or ------

seizure, and the Assignor shall hold the -------

Assignee harmless with respect to any claims of

any third party claiming any interest in all or-any

part of the Assigned Insurance Policies.---

2.06 Any Assigned Insurance Policy effectively ------

assigned to the Assignee

hereunder shall be ----specified in description

sheets, ---------------satisfactory to the ----------

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

Assignee and be continuously (but not later ----than

upon first demand by the Assignee) updated-and

submitted by the Assignor to the Assignee.--Such

description sheets$shall upon execution by

the duly authorized representatives of the the--

Parties constitute an integral part hereof and -the

provisions of this Agreement shall apply --thereto.

Failure by the Assignor to deliver any such

description sheets shall not affect the --valid

assignment of any Assigned Insurance ---

Policy hereunder. ----------------------------

---------------------- Article 3 -------------------

------- USE AND PAYMENT OF ASSIGNED INSURANCE ------

As long as the Assignor duly observes all of its ----

obligations under the Loan Agreement and the Security

Documents, the Assignor shall be authorized to ------

collect, and to receive and to use the Assigned -----

Insurance Policies, but only so long as no Event of -

Default has occurred. ------------------------------

The Assignor shall, however, not waive, release, ----

forgive, compromise, permit any set-off or ---------

"kompensasi", or agree to any of the foregoing with -

respect to any Assigned Insurance Policies or do ---

anything, or fail to do anything, which might -------

jeopardize the Assignee's rights to receive the full-

amount of the Assigned Insurance Policies payable ---

from time to time. ---------------------------------

--------------------- Article 4. -------------------

-------------------- ENFORCEMENT -------------------

4.01 If at any time the Assignee shall notify the --

Assignor or the Insurance Companies of the -----

Assigned Insurance Policies that an Event of ---

Default has occurred, thereafter the Assignor --

(unless otherwise notified by the Assignee) ---

shall no longer have any right whatsoever or be-

authorized to collect, and to receive the ------

benefit of the Assigned Insurance Policies, and-the

Assignee shall forthwith be entitled to ----apply any

or all of the Assigned Insurance -----Policies first

against all expenses incurred in

connection with the enforcement of this Assigned

Insurance Policies and then against the payment-and

discharge of the Outstanding Indebtedness in the

manner and in order of payment stipulated in the Loan

Agreement, and the remainder (if any)--shall

thereafter be paid by the Assignee to the-Assignor,

or to such other party as is legally -entitled

thereto, without obligation to account-therefor and

pay interest thereon. -----------

4.02 In exercising any of its rights hereunder in --

respect of the enforcement, it shall not be ---

necessary for the Assignee to prove the amounts-then

due and payable by the Assignor in respect

of the Loan Agreement and the Security Documents and

the Assignee shall be entitled for any ----purpose

to determine the amounts then due and --payable by

the Assignor on the basis of the-----Assignee's

records which shall be final and ---

binding in the absence of manifest error. -----

4.03 All proceeds of any collected Assigned Insurance

Policy shall be applied against the amount -----

outstanding under the Loan Agreement and the --

Security Documents in such order of priority as-the

Assignee may, in its absolute discretion,--

determine. -----------------------------------

4.04 Notwithstanding any collection of the Assigned-

Insurance Policies by the Assignee, the --------

Assignor shall continue to be liable for the ---

unpaid balance of all amounts due and payable --with

respect to the amount outstanding under the

Loan Agreement and the Security Documents until-the

date of payment thereof. ------------------

--------------------- Article 5. -------------------

---- ADMINISTRATION OF THE ASSIGNED INSURANCE ------

For so long as any Outstanding Indebtedness owing ---

from the Assignor to the Assignee under the Loan ----

Agreement remains unpaid or for so long as any ------

indebtedness which the Assignor at present or in the-

future may owe to the Assignee under the Security -

Documents remains unsatisfied, any correspondence ---

from the Insurance Companies with respect to the ----

Assigned Insurance shall be addressed to the --------

Assignee, with copies to the Assignor. -------------

The Assignor shall be obligated to pay all costs and

expenses, including without limitation, any taxes ---

associated with the Assigned Insurance Policies. ---

--------------------- Article 6. --------------------

--------------- NEGOTIABLE INSTRUMENT --------------

The Assignor shall ensure thet all negotiable ------

instruments evidencing, representing or securing the

Assigned Insurance Policies Shall be endorsable or --

assignable by the Assignor to the Assignee. --------

--------------------- Article 7. --------------------

----------------- POWER OF ATTORNEY ----------------

7.01 In the event that it becomes necessary for the-

Assignee to act in the name of the Assignor in -the

course of enforcing any of the Assignee's --right

under this Agreement, the Assignor hereby-irrevocably

grants to the Assignee full rights -and powers,

including power of attorney, with a

full right of subtitution, and without further -

notice to or consent from the Assignor, to take-any

and all steps in the name of the Assignor to preserve

and implement the Assignee's rights ---hereunder,

including without limitation, to ----notify the

Insurance Companies that the --------Assigned

Insurance has been assigned to the ----Assignee, and

to do any and all other acts, in -the name of the

Assignor to effect collection of

any Assigned Insurance, including without ------

limitation, to instruct and receive direct ---

payment (for the whole amount or part thereof at the

sole discretion of the Assignee) from the--

the Insurance Companies of the Assigned --------

Insurance Policies. ---------------------------

7.02 In the event any additional authorization and/or

power of attorney may be needed by the Assignee-in

carrying out any provision of this Agremeent,

such authorization and/or Power of Attorney ---

shall be deemed as having been given, word by -

word, in this Agreement and therefore a separate

document is not necessary, unless the Assignee--may

consider otherwise. -----------------------

In the latter case, the Assignor agrees to ----

execute such additional power of attorney and --other

documents as the Assignee may request. --

7.03 The Assignor shall hold harmless and indemnify-

the Assignee, its employees, officers, ---------

directors, shareholders and agents from and ----

against any losses, claims, liabilities, ------

judgments, costs and expenses resulting from or-

relating to the Assignee exercising or failing -to

exercise any of the foregoing powers, and for any

failure to collect or enforce payment ------of any of

the Assigned Insurance Policies or any liability the

Assignee might have with respect--to the Assigned

Insurance Policies. -----------

7.04 The power of attorney and all other powers ----

grantee herein are irrevocable, form an integral

t of and are inseparable from the Outstanding

Indebtedness, and therefore such power of ------

attorney shall not terminate by reason of any of

the occurences mentioned in Articles 1813, 1814 and

1816 of the Indonesian Civil Code, or for --any other

reason (save for revocation of -------acceptance of

any such powers by the Assignee).

7.05 The Assignor shall not grant to any other party

or parties the same or similar power(s) granted

to the Assignee hereunder. --------------------

--------------------- Article 8. -------------------

------------------ EVENT OF DEFAULT ----------------

If any representation or stetement of the Assignor -

contained in this Agreement or any records, ---------

certificate, statement or other document given to the

Assignee (or either of them) regarding the Assigned -

Insurance Policies or any transaction contemplated --

herein or undertaken pursuant hereto is untrue or ---

incorrect, or in the event of any breach on the pert-

of the Assignor of any terms contained in this ------

Agreement, or any other agreement between the ------

Parties, or in the event of any failure by the the --

Assignor to make due and punctual payment of any of -

the amounts outstaneing under the Loan Agreement or -

any of the Security Documents when and as due, then -

any such event(s) shall constitute an "Event of -----

Default" hereunder and all obligations of the -------

Assignor to the Assignee shall become immediately due

and payable upon demand and shall forthwith be paid -

and discharged by the Assignor notwithstanding any -

time or credit otherwise allowed. ------------------

--------------------- Article 9. --------------------

-------------- BANKRUPTCY AND MORATORIUM -----------

9.01 The Assignor shall immediately infrom the -----

Assignee by the facsimile upon and about : -----

(a) Any adjudication of bankruptcy of the -----

Assignor or upon knowledge of any filings --

therefore (whichever is earlier): ---------

(b) Any attachment or seizure, or upon knowledge

of any filings therefor (which is earlier)-

of any property, the attachment or seizure-

of which might affect the Assigned Insurance or the

rights of the Assignee thereto or----hereunder, and

on the Assignor's account,---shall do all things

necessary to protect the

Assignee's right and interest in the--------Assigned

Insurance. -----------------------

9.02 The Assignor shall not apply for any moratorium-

of its debts ("surseance van betaling") or file-any

petition for adjudication of its own -------

bankruptcy, unless having obtained prior written

consent from the Assignee. --------------------

--------------------- Article 10. -------------------

---------------------- NOTICES ---------------------

10.01 Every notice or demand under this Agreement ---

shall be in writing and may be given or made by

registered mail or facsimile subsequently -----

confirmed by registered mail. ----------------

10.02 Every notice from one party to another party by

registered mail shall be sent to the other ---

party at its address or if by facsimile to the-

facsimile number specified below or to such --other

address or facsimile number as may be---

notified from time to time in writing. --------

Assignor : P.T. SARASA MITRATAMA --------------

Jalan K.H. Moh Mansyur II, Blok B/12

Jakarta Pusat, Indonesia. ---------

Attention : President Director ----

Facsimile : 62-21-3805159, 3806608-

Assignee : PT ANZ PANIN BANK -----------------

BNI Buliding, 17th Floor, ---------

Jalan Jenderal Sudirman Kaveling 1-

Jakarta 10220 ---------------------

Attention : Vice President Director

Facsimile : (62-21) 5705135 -------

10.03 Every notice or demand shall be demeed to have-

been received (i) in the case of a facsimile at the

time of dispatch thereof (provided that, if the date

of dispatch is not a Business Day in -the country of

the party to whom such notice or demand is sent, it

shall be demeed to have been

received on the next following Business Day in-the

country of the addressee) and, (ii) in the-case of a

letter sent by prepaid registered ---mail, three (3)

Business Days following the day on which the same is

put into the post. ------

--------------------- Article 11. -------------------

------- GOVERNING LAW AND CHOICE OF DOMICILE -------

11.01 This Agreement shall be governed by, ---------

interpreted and construed under the laws of the

Republic of Indonesia. -----------------------

11.02 For the implementation of this Agreement and --

all its consequences and for the adjudication-

of all disputes arising hereunder the Assignor hereby

selects and chooses the clerk's office-

of the District Court of Central Jakarta ------

(Kantor Panitera Pengadilan Negeri Jakarta ----Pusat)

as its permanent and general domicile.

-Without limiting the foregoing, the Assignor -

further agrees that the Assignee may at its --

option submit any dispute which may arise in -

connection with this Agreement to any other ---court

inside or outside of the Republic of ----Indonesia

having jurisdiction over the Assignor or any of its

assets. ------------------------

--------------------- Article 12. ------------------

--------------------- ASSIGNMENT --------------------

The Assignee is hereby entitled to assign or other --

wise transfer all or any of its rights and interest--

in this Agreement or the Assigned Insurance Policies-

to any party or parties as the Assignee in its sole--

discretion may choose, provided that the Assignee ---

shall notify the Assignor of such assignment. -------

The Assignor hereby agrees to any such assignment or-

transfer and to execute any documents required by the

Assignee from the Assignor, to give effect and to----

bind the Assignor to such assignment or transfer. --

The Assignor shall have no right to assign or -------

transfer its rights or obligations hereunder except-

with the written consent of the Assignee. ----------

--------------------- Article 13. -------------------

-------------------- SEVERABILITY ------------------

Should any provision of this Agreement be or become--

unenforceable or invalid, such unenforceability or--

invalidity shall not affect the validity of the -----

remaining provisions of this Agreement. ------------

The Parties are obliged to substitute for the -------

unenforceable or invalid provision an enforceable --

and valid provision that from a commercial point of--

view, accomplishes as nearly as possible the intended

purposes of the unenforceable or invalid provision.-

--------------------- Article 14. -------------------

------------- WAIVER, CUMULATIVE RIGHTS -------------

The Assignee shall be under no obligation to enforce

any right or benefit hereunder. ---------------------

Uhe Assignor agrees that no failure or delay on the-

part of the Assignee to exercise any right, power or-

privilege hereunder shall operate as waiver thereof,-

nor shall any single or partial exercise of any of --

the Assignee's rights, powers, or privileges -------

hereunder preclude any further exercise by the ------

Assignee thereof or the exercise of any of its other-

rights, powers or privileges. -----------------------

The rights and remedies herein provided are ---------

cumulative and not exclusive of the rights and ------

remedies which the Assignee would otherwise have. --

--------------------- Article 15. -------------------

---------------------- EXPENSES --------------------

Any and all costs (including legal fees) incurred --

with respect to the securing, protecting or ---------

enforcement of any rights of the Assignee under this-

Assignment (including costs associated with any ----

transfer of any or all of the Assigned Insurance ----

Policies) shall be for the account of the Assignor,-

and if not paid promptly upon demand, the Outstanding

Indebtedness shall be demeed to be increased by the--

amount thereof. ------------------------------------

--------------------- Article 16. ------------------

---------------------- T E R M ----------------------

It is understood and agreed by the Assignor that the

assignment by it of the Assigned Insurance Policies-

is a continuing security for payment to the Assignee-

of the Outstanding Indebtedness, and all amounts ----

owing to the Assignee from time to time under this -

Agreement, and this Agreement shall not dissolve ----

until final payment by the Assignor of such --------

amounts. -------------------------------------------

--------------------- Article 17. -------------------

----------- RETRANSFER OF RIGHTS TO THE -------------

---------------- ASSIGNED INSURANCE ----------------

The assignment of the Assigned Insurance Policies as

provided in this Agreement has taken place upon the--

dissolving condition ("ontbindende voorwaarde") that

all amounts which may now or hereafter be owing to --

the Assignee by the Assignor in respect of the ------

Outstanding Indebtedness are paid in full as --------

certified by a written statement to that effect by --

the Assignee. --------------------------------------

In respect of such dissolution, the Parties hereto--

waive the provisions of Article 1266 the Indonesian--

Civil Code. ----------------------------------------

-------------------- Pasal 18 ----------------------

----- ASSIGNMENT OF FUTURE INSURANCE POLICIES -----

The assignment of insurance in respect of any ------

insurance policies held in the future by the Assignor

shall be conditional, and therefore only be ---------

effective, upon the Assignor entering into such -----

insurance policy, but without any further legal act-

being required therefor. ----------------------------

During the term of this Agreement, the Assignor Shall

not assign or otherwise transfer title in any ------

Assigned Insurance Policy other than to the ---------

Assignee. ------------------------------------------

-------------------- Pasal 19 ----------------------

------- UPDATED LIST OF ASSIGNED INSURANCE ---------

Upon acquiring any future Assigned Insurance Policy -

but in any event upon first demand by the Assignee,--

the Assignor shall submit to the Assignee an updated-

list (duly signed by a representative of the --------

Assignor) specifying such Assigned Insurance Policy-

effectively transferred hereunder. -----------------

Failure of the Assignor to submit such list shall not

affect the legality and enforceability of the -------

Assignment of such Assigned Insurance Policy --------

hereunder. -----------------------------------------

Such updated list shall become an integral part of --

this Agreement. ------------------------------------

-------------------- Pasal 20 -----------------------

----------- AMENDMENT AND BINDING EFFECT -----------

This Agreement may be amended only 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. ---------------------------------------

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

SYAIFUDDIN ZUHRI, Sarjana Hukum and Miss ERLINDA ---

RIDWAN, 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, deletion and substitution.

The original deed is signed properly. --------------

Given as a true copy.

Notary in Jakarta,

TEDY ANWAR, SH.