MULTI ARCH

MULTI ARCH, LDA

JOINT VENTURE AGREEMENT

between companies:

PT. VIRAMA KARYA (Persero)

and

MULTI ARCH, Lda

GENERAL DESCRIPTIONS
This agreement of companies (called agreement) made on Thursday, September 09, 2010 in Dili, Republic Democratic of Timor Leste were between PT. Virama karya (Persero), an International registered Consultant Company under the Law of Republic of Indonesia (called the First Party) and Multi arch, Lda a Timor Leste registered company under the Law of the Republic Democratic of Timor Leste (called the Second Party). Whereas, the First and the Second was agreed to set-up a Joint Venture Agreement to perform a joint operation in the area of consultant services for Timor Leste project, particularly Consulting Services for Preparation of Design and Construction Supervision of Road Rehabilitation Works of the Dili Ainaro Road (Phases II and III). Whereas, the purpose of the Joint Ventures are to set-up a joint cooperation in terms of; Financial Resources, Marketing, Technical and Professional Staffs, Consultants Equipment, Consultant Management; for the bidding process, during the construction until the end of the execution of project specified. Now, therefore in consideration the mutual understanding and covenants, herein the parties agree as follows: Article 1 - DEFINITION Project means consultants and/ or execution of infrastructures project in Timor Leste; Consulting Services for Preparation of Design and Construction Supervision of Road Rehabilitation Works of the Dili Ainaro Road (Phases II and III). Company means the contract entered in written between the company and the client. Client or Employer means the party who employ the company to do the job under a written contract or job order Job - Order means a written notification from the Client to the company to do a job. Project Team Leader, is the authorized person in behalf of the both parties who responsible of the completion of the project and delivery of services in term of Schedules and Quality Standard as required.

Article 2 - THE SCOPE OF COOPERATION 1. Marketing The First and the Second party, provide: Full support of technical data and presentation materials, weather required Full support of technical & professional meeting/seminars with Clients, weather required Full support of heavy equipments

Consulting Services for Preparation Design and Construction Supervision of Road Rehabilitation Works of Dili Ainaro Road

Joint Venture / 1

MULTI ARCH

MULTI ARCH, LDA

Full support of funding resources Full support of local pricing and bidding process Arrange Marketing as required Dealing with and Handling Client Contract with Client

2. Technical Competences and Services The First and the Second Party, provide: Dedicated professional staff and experts Laboratory & testing facilities International standards & reference Technical Consultant Equipment Full support of professional & technical expertise to deliver their services to the clients at the highest Quality Standard Qualified International experts take necessary measures to substitute of any unsatisfactory performance personnel Qualified Local Professional/ Assistants and take necessary measures to substitute of any unsatisfactory performance personnel Local facilities weather required Participate in the performance of services under supervision of Principal Engineering/ project Team Leader

3. Management The First and the Second Party, provide: To organize internal resources to deliver the services on time in efficiently (construction facilities, engineering support team, management information system, mobilization equipment, & professionals) Close supervision and monitoring of project To organize internal/ local facilities to support the both parties (office facilities, qualified professional/ personnel, local accommodation & transportation, legal & permits compliance, security) Contract Monitoring & Billing

Article 3 - THE OBLIGATION The First and the Second Party, Provide: Support and back-up the both parties to deliver the services to their client at the highest quality in term of on-time Completion, cost efficiency, and compliance to the international quality assurance standard as required by clients.

Article 4 - THE ACCOUNTING, SHARING ACCOUNT AND PROFIT SHARING 1. The Accounting Both Parties shall purpose the project monthly budget to be agreed Both parties shall be responsible to provide the monthly expanses report for consolidation purposes. The invoicing to client shall be made by a designated team/ management team settled and agreed by Both Parties.

Consulting Services for Preparation Design and Construction Supervision of Road Rehabilitation Works of Dili Ainaro Road

Joint Venture / 2

MULTI ARCH

MULTI ARCH, LDA

The specific expanses that not mentioned on the monthly budget proposal shall be discussed and agreed by designated team/ management team.

2. The Bank Account Both Parties will assign the agreed local bank as Shared Account of the Company The company shall be responsible for the maintenance of complete records for Monthly consolidation account. No Bank Loan shall be made on behalf of the Company without written approval of both parties

3. The Profit Sharing The profit of the each project shall be determined and agreed of both parties refer to the consolidation account closing records. The Sharing of Profits is refers to the Net-Profit after Tax. The Profit Sharing portion of parties shall be determined to each project separately. The formulation of the portion of each project shall be approved by both, mentioned and registered as an addendum of this agreement.

Article 5 - MISCELLANEOUS, FORCE MAJEURE AND DISPUTE 1. Should any circumstances arise which call to modification of this agreement, these might be made by mutual consent given in written and signed by both Authorized Representative of both parties. 2. 3. This agreement shall become effective upon signature of both parties Any dispute between the both parties hereto that not provided for in this agreement shall be settled by negotiation in good faith.

Dili, December 20th, 2011 PT. Virama Karya (Persero) Multi Arch, Lda

Ir. Farid Wadjdi, MT. the Director

Anthony dos Santos the Director

Notaris:

Consulting Services for Preparation Design and Construction Supervision of Road Rehabilitation Works of Dili Ainaro Road

Joint Venture / 3