AGREEMENT/MEMORANDUM OF UNDERSTANDING

CONTRACT AGREEMENT AND MEMORANDUM OF UNDERSTANDING BETWEEN

MR. ALAIN MEBE NGO'O

AND

MR.MUHLIS ABDUL LATIP

This AGREEMENT/CONTRACT & MEMORANDUM OF UNDERSTANDING is made of 4 pages and entered

THE FIRST PARTY (The Investor:)

MR. ALAIN MEBE NGO'O

ADDRESS: BASTOS' RUE. NO 1778' 7077' YAOUNDE' CAMEROON

THE SECOND PARTY (The Investment Manager:)

MR. MUHLIS ABDUL LATIP

ADDRESS: Jl. Talaga Sari Kompek IDC No 01 Kawali, Ciamis (46253) Jawa Barat Indonesia
WHERE AS IT STATES AS FOLLOWS;

(1) The Investor is a citizen of CAMEROON, and who is a government employee And owns the fund
amounting to the sum of US$25Million (Twenty Five Million United States dollars only) for investment in
INDONESIA

(2) The Investment manager, having the necessary expertise and contacts to place funds in private
investment and trading ventures, has agreed to undertake investment and/or trading of the said funds
in a secure and profitable manner based on Pre Written Agreement with Investor. NOW THEREFORE, in
consideration for the mutual covenants and benefits herein contained the partners have agreed as
follows:

(a) The investor shall arrange to provide funds to the investment manager by the way of bank transfer
means, which funds shall be hereinafter referred to as "investment funds" which shall be invested in
accordance with the direction of the investment manager based on pre written legalized and authorized
agreement with investor.

(b) The Investment manager shall be authorized to invest the funds in his own name or in the name of a
corporate body, which he will have full control and signatory powers over based on pre written
agreement with owner on each investment and/or trading transaction.

(c) It is clearly understood by the parties that the actions of the Investment Manager shall not Be
deemed to be regulated by an investment commission in either any part of the world however, when
the Investment Manager has identified profitable Investment and Trading venture and has committed
that funds for such Investment and/or Trade, the actual transactions will always be conducted by the
parties fully qualified and licensed for the purpose under applicable laws and regulations.

(PG 2)

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

CONTROL AND SECURITY OF FUNDS

(1) The Investment Manager shall always maintain the Investment Fund in designated bank accounts
with a major international bank.

(2) The funds are marked for investment and/or trading transactions shall always remain fully secure
and without any risk of speculation and under signatory control of the investment manager, until the
owner decides to take away his due share as specified in this MOU.
(3) In order to enable the investment manager to select the most suitable investment and/or trading
venture and to commit funds to facilitate profitable investment and/or trading transactions. The
investment manager shall have responsibility of control of the funds; he is powered to transfer the funds
to different bank accounts at his discretion provided the signatory control always remains with the
investment manager which is based on pre written agreement between investor and investment
Manager.

INVESTMENT RATIO

(1.) The INVESTOR shall compensate the INVESTMENT MANAGER a non-refundable professional fee in
the amount equivalent to Twenty Percent (20%) of the total investment funds as consideration for his
services and assistance in transferring of the funds.

(2.) The INVESTOR hereby agrees that the remaining Eighty Percent (80%) of the investment funds
mentioned in paragraph hereof shall be retained in the INVESTMENT MANAGER’s control, custody,
possession and account for the purpose as intended under this Agreement. (3)The investment manager
under the principles of utmost good faith and trust and pre written agreement hereby promise and
agrees that upon the receipt of this said funds, that he the investment manager must abide by the
sharing ratio as stated above. Also both parties should always stand as each other brother's keeper on
other words, render assistance whether socially or financially if need be.

INVESTMENT AND TRADING VENTURES

(1) The Investment manager is fully powered to identify investment and/or trading ventures and commit
the funds for investments and/or trading wherein the funds shall be fully secured and which shall return
different rates of profit.

(2) The proposed investment venture are of private and confidential nature and therefore the parties
actually conducting the investment purpose transactions, the bank which will be holding funds for such
investment purpose and all other details of the investment and/or Trading transactions shall remain
confidential and proprietary to the investment manager, such confidential information shall only be
divulged to the investor and the Legal Adviser.

(PG.3)

-----------------------------------------------------------------
EXECUTION OF THE MOU

Each party to this Agreement hereby warrants that they have full authority and legal personality to
enter and execute this Memorandum of Agreement and that they are bound by the terms, conditions
and stipulations hereof. The provisions of this Agreement shall be binding to the parties’ heirs, assigns,
successors-in-interest, administrators, companies and attorneys.

JURISDICTIONS/DISPUTES

(1) This MOU shall be interpreted and governed by the laws of where they should be invested to sort
out any breach occurred giving rise to dispute between the parties, at the option of the aggrieved party.
(2) Incase of any disagreement or dispute arising out of the MOU, the parties shall first try to settle them
amicably, failing which the matter shall be referred to arbitration under rules of the arbitration of the
International Chamber of Commerce (where the money is invested ),The venue of the arbitration shall
be at the option of the aggrieved party

(3) The decision of the arbitration shall be final, binding on the parties and shall be enforceable in any
court of jurisdiction.

(4) Origin of funds, the Owner warrants that the investment funds are generated from formal
commercial activities and they are non -criminal origin. (5) Control & Security of the investment funds,
investment manager shall have full account and signatory power over the investments funds.

SHARING RATIO

Pursuant to the provisions of this Agreement and in accordance with the results of the investment
ventures and trading activities at the end of each calendar year, the OWNER shall be fully entitled to
receive the amount equivalent to Fifty percent (50%) of the profits earned from the investment funds,
and the investment manager share earned 50% of the profits, every year in the first Five (5) years from
commencement of actual investment of said funds, in each subsequent year thereafter. Within forty-
five (45) calendar days from the end of each calendar year, the INVESTMENT MANAGER shall render a
complete and accurate accounting of all the transactions made relative to the investment funds and all
the profits earned and derived there from, if any.

CONFIDENTIALITY
This Agreement and all matters associated hereof are subject to the requirement that all parties herein
agree to maintain strict and highest level of confidentiality in respect to its contents. It is therefore
agreed that copies of this Agreement and the provisions hereof shall not be circulated and divulge to
any third party without the express consent of both parties hereof.

(PG 4)

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

COMMUNICATION

All communications and notices in relation to and arising from this Agreement shall be sent to the
respective current address of the parties. An electronic mail or facsimile communication shall be
considered as original and binding to the parties herein.

DEFENCE AND INDEMNIFICATION,

The Investor agrees, at its sole expenses to defend THE INVESTMENT MANAGER and against, and to
indemnify and hold THE INVESTMENT MANAGER harmless from, any Claims or suits by a third party
against THE INVESTMENT MANAGER or any liabilities or judgments based thereon, either arising from
THE INVESTMENT MANAGER'S performance of service for THE INVESTOR under this MOU or arising
from any THE INVESTOR'S action which result from THE INVESTMENT MANAGER performance of the
services under this Memorandum of Understanding (MOU).

(1). All words in the MOU are singular, shall also include the plural and vice versa and words in the male
gender shall also be constructed in this MOU to include the female and neuter gender.

2. This MOU is made in two (2) copies one (1) copy each to the two (2) parties each of which shall be
deemed an original, but all of which together shall constitute one and the same MOU. 3. That this
agreement is consciously and willingly reached signed and delivered between both as under-mentioned.
.................................................. ... ... . . .....
MR. ALAIN MEBE NGO'O(INVESTOR )

Signed..............................................

MR. MUHLIS ABDUL LATIP

( INVESTMENT MANAGER)

Signed................................................