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Memorandum of Understanding (MOU)

This Memorandum of Understanding is entered into and duly executed on this [_________] day of [___________] year_____________ by and between:

I. _______________________________________________, a corporation organized and existing under and by virtue of the laws of _________________________ and having its registered address at ……………………….., in this matter represented by Mr.…………………., acting as Proxy by virtue of the Letter of Attorney date___________________________, and as such, for and on behalf of _______________________________ (hereinafter referred to as “____________”); and

II. 0000, a limited liability company established under and by virtue of the laws of the Republic of Indonesia, having its domicile in Jakarta, Plaza Asia 21 fl Zone A, Jl. Jend. Sudirman kav 59, Jakarta 12190, Indonesia in this matter represented by Mrs 000, acting in his capacity as Director of, and as such, for and on behalf of 000 (hereinafter referred to as “000”),

__________________ and DEP shall hereinafter collectively be referred to as “Parties” and inpidually as “Party”.

RECITALS:

A. WHERE AS _________________________ is the authorized promotion agent of 000 ) , Korea, who assist to expand her business to Indonesia. 000 has the capabilities and interest in power and energy business in Korea and world wide and intend to extend her present to Indonesia.

B. WHERE AS DEP has the capabilities to conduct business in power and energy in Indonesia;

C. WHEREAS the Parties have further agreed to cooperate in developing, producing, marketing and after sales of power and energy business in Indonesia together with 000;

D. WHEREAS in relation to the above, the Parties intend to set out their entire understandings and agreements which have been reached between them regarding the cooperation as set above.

THE PARTIES, hereby agree as follows:

1. OBJECTIVES

1.1. The Parties shall cooperate to develop study of potential business in power and energy in Indonesia in the area of Power Plant IPP and EPC, Transmission and Distribution and related product and services

List of potential project in Attachment A

1.2. The Parties shall cooperate in the implementation of the viable project upon

finalization of the study as set and agreed in point 1.1 above.

1.3 The Parties shall endeavor their best efforts to sign the Head of Agreement (HOA) or Joint Venture Agreement (JVA) to implement the viable project not later than 1 (one ) year upon signing of MOU.

2. ROLE AND RESPONSIBILITY OF PARTIES

2.1. Role and responsibilities of _________________, is as follows:

Mainly to promote internally within the Korean parties particularly with 000 and other principa l, in having their support to do business and invest in Indonesia.

2.2. Role and responsibilities of DEP is as follows :

Mainly to provide promotion, marketing, sales and after sales, regulation and

Government affair, project study and investment implementation

3. TERM OF MOU

3.1. The MOU shall valid for 1 (one ) year after the date of signing of MOU

3.2. The MOU shall be effective and binding upon the Parties commencing from the signing date of this Agreement by both Parties and shall continue to be in full force and effect until the first occurrence of any one of the following:

(a) termination of this MOU by mutual agreement of the Parties; or

(b) the execution date of the joint venture agreement between the Parties in relation to the implementation of the project..

3.3. In the event of termination of the MOU, each Party shall promptly redeliver to the other Party all confidential information and any other matters, however stored on any kind of media, together with copies of all drawings, specifications and other documents received from the other Party within the frame of this Agreement, including the originals thereof.

4 CONFIDENTIALITY

4.1 During the term of the MOU , the Parties undertake to keep confidential any and all confidential information received from each other pertaining to the MOU and all other matters related thereto and to make such confidential information available only to those of its directors, officers and employees who need to have access to it for the purpose of performing the agreement

4.2 Each Party further undertakes and agrees not to exploit for purposes not contemplated by the MOU any confidential information received from the other Party and undertakes not to pass on such confidential information or parts thereof to any person unless such information and data:

(a) is required by the state, Government or governmental agencies;

(b) becomes part of the public domain without the receiving party’s fault after the time of disclosure to the receiving party;

(c) the receiving party can prove by competent proof was already in the possession of the receiving party at the time of disclosure to the receiving party or which comes into the receiving party’s possession outside the terms of this Agreement; or

(d) the receiving party can prove by competent proof was lawfully received by the receiving party without any restriction on disclosure from a third party who did not receive the same directly from the disclosing party.

5.EXCLUSIVITY

Parties agree that it shall continue dealing exclusively between Party in respect of the establishment of a joint venture agreement between the Parties and shall not enter into negotiation with or solicit other offers from any other party in respect of the same.

6.MUTUAL BENEFIT

It is understood by the Parties that the MOU is entered for the benefit of both Parties and in the spirit of trust and utmost good faith.

7. COST AND EXPENSES

Parties agreed each Party has to bear their own cost during , except agreed differently

by each Party in the beginning.

8.NOTICES

8.1Any notice or other communication under or in connection with this Agreement must be in writing and must be sent by prepaid recorded delivery or registered post, or by fax to the Party at the address set out in Article 6.3 below or at another address or to a fax number specified by the Party by written notice to the other.

8.2In the absence of evidence of earlier receipt, a notice or other communication is deemed given:

a. if sent by prepaid recorded delivery or registered post, upon proof of delivery; or

b. if sent by fax, the date upon which a transmission report from the machine which sent the facsimile indicates that the facsimile was sent in its entirety to the facsimile number of the recipient.

8.3All notices or other communication given under this Agreement will be addressed and directed to:

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1. The interpretation of this Agreement and all questions related to the execution, validity and performance thereof, shall be governed by and interpreted under the laws of Republic of Indonesia.

9.2. Any and all disputes, controversies, and conflicts arising from or in relation to this Agreement shall, as far as possible, be settled amicably by the Parties. Failure to make settlement of any disputes, controversies, and conflicts which arise from or in relation to this Agreement or implementation thereof shall be settled by a three (3) member Board of Arbitration which will hold its sessions in Jakarta according to the arbitral rules of the Indonesian National Board of Arbitration (Badan Arbitrase Nasional Indonesia). The Board of Arbitration shall conduct its sessions and render its decision(s) in English. Any decision which is made by the Board of Arbitration shall be final, incontestable, and binding on the Parties and shall be fully enforceable.

10 NO WAIVER

No Party shall be deemed to have waived any provision of this Agreement unless such waiver shall be in writing and signed by the authorized representatives of such Party. No waiver shall be deemed to be continuing waiver unless so stated in writing.

11. NO ASSIGNMENT AND TRANSFER

Neither Party may assign or transfer any of its rights, obligations or liabilities under this Agreement, entirely or partially, to other party without the prior written consent of the other Party.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties hereto in relation to the subject matter hereof, and supersedes all prior agreements, understandings and commitments, whether oral or in writing. No amendments or modification to this Agreement shall be binding unless agreed in writing and signed by the duly authorized representatives of both Parties.

13 AUTHORITY AND NO 협력자

A Party shall not have the authority nor shall it purport to act for, or legally bind, any other Party in any transaction with a third party, except as authorized accordingly. This Agreement does not create a 협력자 or corporation or otherwise. Neither Party will have any right or authority to bind or obligate the other Party in any manner or to make any representation or warranty on behalf of the other Party.

In witness whereof, this Agreement is made and signed by the Parties on the day, month and year first above written, in 2 (two) duplicate, with each affixed with sufficient stamp duty and having the same force of law to the Parties.

For and on behalf of:

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