DEED OF AGREEMENT 

                     -  On this day,  

                      

                     Appear before me,  

                     The Notary in Bali of the Regency of Buleleng, with ---- 

                     The presence of witnesses whose names will be written -- 

                     at the end of this deed : ------------------------------ 

                     1. . 

                        . 

                        . 

                        . 

                        . 

                     2. . 

                        . 

                        . 

                        . 

                        -at this moment is staying in Singaraja; ------------ 

                        Hereinafter referred as THE SECOND PARTY, ----------- 

                        The above named appearers have firstly explained to - 

                        me, The Notary as follows :-------------------------- 

                        That based on The Deed of Purchasing dated,  

                        . 

                        which is made before myself, The Notary, ------------ 

                        THE FIRST PARTY has been binding himself/herself ---- 

                        to purchase : --------------------------------------- 

                        All of land with the certificate of ownership number- 

                            , lies at             village, large  

                         

                        Blok number: 

                        The building will be istalated 7.700 (seven thousand- 


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                        and seven hundred) wattage from PLN (Government ----- 

                        electrical Company) and be fasilitated with a clean - 

                        water from PDAM (Government Water Company) or natural --

                        water sources, air ----- 

                        condition (AC), Water Heather, and its location is -- 

                        in the province of Bali, Regency of the second ------ 

                        Division of Buleleng, District of Sukasada, Kayuputih Melaka- 

                        Village; -------------------------------------------- 

                        LAND and BUILDING; ---------------------------------- 

                        Further, it is apparent that THE FIRST PARTY is not - 

                        able to setlle up the payment of the purchasing ----- 

                        of the LAND and BUILDING whose terms and conditions - 

                        stated in the DEED of PURCHASING. ------------------- 

                        The total amount of the money which will be given --- 

                        by the SECOND PARTY to the FIRST PARTY is the whole-- 

                        amount which constitutes the total price of the ----- 

                        LAND and BUILDING and including part of the --------- 

                        settlement has been paid or an amount of money ------ 

                        which has been spent by the FIRST PARTY. ------------ 

                        accordingly, in relation with the above matter, ----- 

                        THE FIRST and THE SECOND PARTY have mutually agreed-- 

                        to set up an agreement with following conditions ---- 

                     ----------------------- CHAPTER 01. -------------------- 

                     -  THE SECOND PARTY  states herewith that he/she will -- 

                        set a remittance to THE FIRST PARTY, whose amount  -- 

                        will be used to settle up the payment of the -------- 

                        purchasing of the LAND and BUILDING as stated  above- 

                        Accordingly, in this relation, THE FIRST PARTY ------ 

                        declare herewith and surrender to THE SECOND PARTY -- 

                        who herewith states his/her acceptance, all rights -- 

                        and obligations which can be and must be done ------- 


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                        by THE FIRST PARTY on the above stated LAND and ----- 

                        BUILDING, with conditions that the surrender of the - 

                        rights and obligations will only be effective if the- 

                        FIRST PARTY has factually received the money from  -- 

                        THE SECOND PARTY, and the application of these rights 

                        and and obligations as stated above, will be able to- 

                        apply into effect by THE SECOND PARTY as long as ---- 

                        THE SECOND PARTY fulfils and obeys all the ---------- 

                        regulations/Laws which prevails in Indonesia,-------- 

                        includes but unlimitedly concerning the regulations - 

                        of the imigration. ---------------------------------- 

                     ------------------------ CHAPTER 02. ------------------- 

                     -  In conjunction with the above matter, ever since ---- 

                        THE FIRST PARTY has factually used the money of THE - 

                        SECOND PARTY, then THE SECOND PARTY is able and ----- 

                        entitled as authorised by THE FIRST PARTY to do  ---- 

                        anything on the LAND and BUILDING, including but ---- 

                        unlimitedly ; --------------------------------------- 

                        To use as a residence, ------------------------------ 

                        To change, and to reconstruct, or to renovate the --- 

                        Building in any way as per the intention and wish of- 

                        THE SECOND PARTY , with conditions that any necessary 

                        government permits and any expences which might occur 

                        to do so are applied and imposed by THE SECOND PARTY- 

                        To lease, to mortgage, to sell or to release the ---- 

                        right and also to apply into effect any other rights- 

                        related to the above LAND AND BUILDING, either partly 

                        or wholly, and also to conduct any necessary actions- 

                        in relations, as long as it is not against the ------ 

                        prevailed regulation/law of Indonesia. -------------- 


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                     ----------------------- CHAPTER 03. -------------------- 

                     -  The above mentioned rights which has been given by -- 

                        THE FIRST PARTY to THE SECOND PARTY based on this --- 

                        deed, and also written in my deed, the Notary, dated- 

                        to date with reverence numbers 

                        further based on this deed and also any other deeds - 

                        which might probably be made in the future, in ------ 

                        relation with this deed, will be given -------------- 

                        substitutionally and constitute the most important -- 

                        part, and unseparable from this deed, because without 

                        the availability of the above stated rights, this --- 

                        deed will not be made, therefore as long as this ---- 

                        agreement prevails and valids, the above ------------ 

                        stated rights are unretrievable or could not be ----- 

                        cancelled or broken down by any reasons, including by 

                        the causes as stated in Chapter 1813 of the book of - 

                        Civil Law/Code. ------------------------------------- 

                        - The rights are being given and authorised at this - 

                          moment, but it will prevails in the day to come,--- 

                          at the time when THE FIRST PARTY has factually  --- 

                          used the money of THE SECOND PARTY. --------------- 

                     --------------------- CHAPTER 04. ---------------------- 

                     -  The time when THE FIRST PARTY surrenders his/her ---- 

                        rights and obligations to THE SECOND PARTY as stated- 

                        above, is counted, ever since THE FIRST PARTY has --- 

                        factually used the money of THE SECOND PARTY, ------- 

                        THE SECOND PARTY has the obligation to conduct all -- 

                        of the obligations of THE FIRST PARTY as the owner -- 

                        of the LAND AND BUILDING, among other obligations --- 

                        are to pay any related taxes including the annual tax 


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                        of land and building, any related dues as electricity 

                        clean water, telephone, internet, and also any other related expences ---- 

                        which may appear because of the application of this - 

                        agreement, including but unlimitedly, the expense --- 

                        to extend the right of the above stated land when --- 

                        its validity comes to an end and as long as the ----- 

                        rights and obligations which has been given to THE -- 

                        SECOND PARTY based on this deed will have not be ---- 

                        return back yet to THE FIRST PARTY. ----------------- 

                     -  Besides, THE SECOND PARTY has the obligation to ----- 

                        fulfil all the regulation of Indonesian Authority in- 

                        relation with morality, public order, sanitation,---- 

                        hygiene, in using of the above stated LAND AND ------ 

                        BUILDING. ------------------------------------------- 

                     -  In relation with the above, THE SECOND PARTY,-------- 

                        guarantees THE FIRST PARTY concerning the above ----- 

                        matter that THE FIRST PARTY will not get any warning- 

                        or any prosecution from any party. ------------------ 

                     --------------------- CHAPTER 05. ---------------------- 

                     a. The rights and obligation which has been given by --- 

                        THE FIRST PARTY to THE SECOND PARTY based on this --- 

                        deed, can be returned back by THE SECOND PARTY to --- 

                        THE FIRST PARTY by selling the above LAND and ------- 

                        BUILDING, with condition that the sale is only be --- 

                        able to conduct with a prior written approval from -- 

                        THE SECOND PARTY.------------------------------------ 

                     b. In the future, if the sales of the above LAND and --- 

                        BUILDING, will be apparently exceeding the amount of- 

                        money of THE SECOND PARTY which has been used by ---- 

                        THE FIRST PARTY to settle up the payment of LAND ---- 


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                        and BUILDING, then in this situation THE FIRST PARTY- 

                        will be entitled to get 5 % (five percents) --------- 

                        from the balance of the sales minus the amount of --- 

                        money used by THE FIRST PARTY to settle up the ------ 

                        payment of the LAND and BUILDING and minus worth ---- 

                        optional paid fixed assets (swimming pool, etc). ---- 

                     c. In the future, if the sales of the above LAND and --- 

                        BUILDING and optional fixed assets will be apparently 

                        less (shortage) than the amount of money of THE ----- 

                        SECOND PARTY which has been used by THE FIRST PARTY - 

                        to settle up the payment of the LAND and BUILDING, in 

                        this situation THE FIRST PARTY has no obligation to - 

                        pay the shortage of THE SECOND PARTY which has been - 

                        used by THE FIRST PARTY to settle up the payment of - 

                        the LAND and BUILDING. ------------------------------ 

                     --------------------- CHAPTER 06. ---------------------- 

                     -  As long as this agreement valids, THE FIRST PARTY --- 

                        guarantees THE SECOND PARTY that THE FIRST PARTY ---- 

                        includes his/her heirs and or any other party who has 

                        a relationship with THE FIRST PARTY, will not disturb 

                        prosecute or sue THE SECOND PARTY in using THE LAND - 

                        AND BUILDING. Accordingly, THE SECOND PARTY can use-- 

                        or can enjoy the right of The above land and -------- 

                        building securely and safely. ----------------------- 

                     --------------------- CHAPTER 07. ---------------------- 

                     -  If later on it is apparent that THE SECOND PARTY is - 

                        not able to conduct his/her rights which are received 

                        based on this deed, because of the regulation/law --- 

                        of Indonesia or because of any other reasons, THE --- 

                        FIRST PARTY declares herewith his/her willingness --- 


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                        to provide any necessary assistance to THE SECOND --- 

                        PARTY or to conduct the above mentioned rights for -- 

                        the importance of THE SECOND PARTY, includes but ---- 

                        unlimitedly with providing the right to rent to THE - 

                        SECOND PARTY with using the terms rental price and -- 

                        conditions as stated in the deed of mine, the Notary, 

                        dated, 

                        . 

                     ---------------------- CHAPTER 08. --------------------- 

                     -  This agreement will not be terminated because of the- 

                        death of one of the parties, but will remain valid -- 

                        and continously binding the lawful heirs, except ---- 

                        this agreement will have been differently set up by-- 

                        and among themselves. ------------------------------- 

                     ---------------------- CHAPTER 09. --------------------- 

                     -  If later on and at least 3 (three) months after ----- 

                        reminder because of one or any other reasons, ------- 

                        it is apparent that THE SECOND PARTY does not remit - 

                        his/her money to THE FIRST PARTY for the above ------ 

                        mentioned purpose, than this Deed of Agreement will-- 

                        be automatically cancelled. ------------------------- 

                     ---------------------- CHAPTER 10. --------------------- 

                     -  The expense of this deed and other deeds which is --- 

                        related with this deed are imposed by THE SECOND ---- 

                        PARTY. ---------------------------------------------- 

                     ---------------------- CHAPTER 11. --------------------- 

                     -  As long as this agreement valids, all of ownership--- 

                        documents are above mentioned LAND AND BUILDING will- 

                        be submitted by THE FIRST PARTY to THE SECOND PARTY.- 

                     ---------------------- CHAPTER 12. --------------------- 


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                     -  In relation with this deed and with all its --------- 

                        application impacts, THE FIRST and THE SECOND PARTY-- 

                        has mutually chosen general and permanent domicile -- 

                        at the Registered Office of the Distric court of ---- 

                        Singaraja, Bali. ------------------------------------ 

                     ------------------------ THIS DEED --------------------- 

                     -  Is made as a minutes and executed in Singaraja on --- 

                        this day and as dated in the letter-head of this deed 

                        with the presence of :------------------------------- 

                        - 

                         

                        - 

                        both the official of Notary office and live in ------ 

                        Singaraja, as witnesses. ---------------------------- 

                     -  After I, the notary reads this certipicate to the --- 

                        parties, witnesses and me, Notary, sign this -------- 

                        certificate. ---------------------------------------- 

                     -  Is perfectly made