PROMISSORY NOTE ISSUANCE AGREEMENT This Promissory Note Issuance Agreement (this Promissory Note Issuance Agreement, as subsequently

amended, supplemented or restated will hereinafter be referred to as this Agreement) is made on ______________, by and between:
1. ______________,

a limited liability company, duly established and existing under the Law of the Republic of Indonesia, having its domiciled office at ______________, Jalan ______________, Jakarta ______________, in this matter represented by ______________, acting in his capacity as Director, therefore legally act for and on behalf of ______________, (______________its assignee and its successor will hereinafter be referred to as ABC);
______________, a limited liability company organized and existing under the laws of ______________, with its registered office at ______________, in this matter represented by ______________, acting in its capacity as the Director, therefore legally act for and on behalf of ______________, (______________, its assignee and its successor will hereinafter be referred to as

2.

the PN Holder). ABC and the PN Holder will hereinafter collectively be referred as the Parties, and the Parties hereby declare as follows: Whereas ABC is desirous to issue a Promissory Note (the PN which term shall include the promissory note originally issued pursuant to this Agreement and the promissory note delivered in substitution or exchange for said promissory note pursuant to this Agreement and); and Whereas the PN Holder have agreed to subscribe the PN on the terms and conditions set out in this Agreement.

Pursuant to the abovementioned matters, the Parties hereby agreed to enter into this Agreement under and subject to the terms and conditions herein contained. Article 1 DEFINITIONS Except as otherwise specified or as the context may otherwise require, the following terms shall have the respective meanings set forth below whenever used in this Agreement and shall include the singular as well as the plural: Business Day" means any day, other than a Saturday or Sunday or any public holiday in the country where the notice or other communication is received and on which commercial banks are open for business in Jakarta, Indonesia; means the date of the signing of this Agreement means the date of payment of PN, which shall be on __________;

Issuance Date Maturity Date

"PN

means the Promissory Note issued by ABC, in the nominal amount of Rp. __________ (____________________ Rupiah), under this Agreement and subject to the terms and conditions herein contained; means PT _______________________ Article 2 PROMISSORY NOTE

PN Holder

2.1 2.2. 2.3.

The par value of the issued PN shall be in the amount of Rp. ______________________ (_______________ Rupiah). For the issuance of PN, the PN Holder shall pay to ABC in the amount of Rp. __________ (___________ Rupiah), and this Agreement shall be the receipt thereof. The Parties hereby agree that upon the issuance of PN and the signing of this Agreement, ABC shall be indebted to PN Holder in the amount of Rp.___________ (___________ Rupiah). This Promissory Note shall be registered on behalf of PN Holder Article 3 ISSUANCE OF PROMISSORY NOTE

2.4.

3.1 The PN is undividable. 3.2 Upon receipt by ABC of written request by the PN Holder to replace the PN certificate and evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any PN, and (in the case of loss, theft or destruction) of an indemnity reasonably satisfactory to it, or (in the case of mutilation) upon surrender and cancellation of such PN, ABC will make and deliver in lieu of such PN a new PN certificate. 3.3 All mutilated PN certificate shall be cancelled and become invalid. Article 4 VALIDITY PERIOD This Agreement shall be valid as of the date of the signing of this Agreement until the first anniversary of this Agreement. Article 5 TRANSFER OF THE PN 5.1 The PN may be transferred to other party by way of sale and purchase transaction or other cause pursuant to the prevailing laws of the Republic of Indonesia.

5.2 Any legal entity that receives such transfer of the PN shall notify ABC in writing concerning such transfer at the latest of 1 (one) Business Day after the transfer date. Article 6 SETTLEMENT OF DISPUTE 6.1 The Parties agree that should any disputes arise out of or in connection with this Agreement, including without limitation any question regarding its existence, validity, termination of rights or obligations of any party, the Parties shall attempt, to settle such dispute by mutual discussions between the Parties. 6.2 Such dispute that could not be settled amicably by mutual discussion shall be settled in accordance to the prevailing laws of the Republic of Indonesia. 6.3 The parties hereby submit to the non-exclusive jurisdiction of the District Court of Central Jakarta (Kantor Panitera Pengadilan Negeri Jakarta Pusat) and the Indonesian courts are entitled to hear appeals from the District Court. Each party hereby elects as its permanent legal domain, the Registrars office of the District Court of Central Jakarta (Kantor Panitera Pengadilan Negeri Jakarta Pusat). Article 7 REPRESENTATIONS AND WARRANTIES Each Party hereby represents and warrants for the benefit of the other Parties that: 1. It has all requisite power, authority and legal right, and all necessary corporate action has been taken in order to authorize it to enter into and to execute its rights and perform its obligations under this Agreement and any other documents or agreements herein contemplated; This Agreement constitutes legal, valid and binding obligations of each Party enforceable in accordance with their respective terms; and Its execution of this Agreement and/or the performance by it of any of its obligations and/or the exercise by it of any of its rights under this Agreement will not conflict with or result in a breach of any laws, regulations, judgments, orders, authorizations, agreements or obligations applicable to it, or cause any limitations placed on it or the powers of its directors to be exceeded. Article 8 GENERAL 8.1 Any notice or other communication including, but not limited to, any request, demand, consent or approval, to or by a party to this Agreement must be in legible writing and in English to the address which will informed by the Parties and is regarded as being given by the sender and received by the addressee if by facsimile transmission, whether or not legibly received, when transmitted to the addressee, but if the delivery or receipt is on a day which is not a Business Day or is after 4.00 p.m. (addressees time) it is regarded as received at 9.00 a.m. on the following Business Day.

2. 3.

If to ABC _________________________ _________________________ _________________________ If to PN Holder _________________________ _________________________ _________________________ 8.2 This Agreement is governed by and construed in accordance with the laws of the Republic of Indonesia. 8.3 Any provision of, or the application of any provision of, this Agreement, which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition. 8.4 Any variation or amendment to this Agreement must be in writing and signed by all of the Parties. 8.5 The Parties hereby waive the implementation of the Article 1266 of the Indonesian Civil Code to the extent that an order of an Indonesian court shall not be required for termination of this Agreement. 8.6 Save for the rights and obligations of the parties under the agreements expressly referred to in this Agreement, this Agreement (including the Attachment) embodies the entire agreement of the parties with respect to its subject matter and supersedes all prior negotiations, arrangements, understandings or agreements with respect to that subject matter and in respect of the issuance of the PN. 8.7 This Agreement shall be to the benefit of and binding upon the respective heirs, administrators, successors and permitted assigns of the Parties. EXECUTED as a legally binding agreement: ABC PN Holder

______________________ Name: ________________ Title: Director

____________________________ Name: ______________________ Title: Director