DISTRIBUTOR AGREEMENT

DISTRIBUTOR AGREEMENT

NO: 003/V/2010-001

THIS AGREEMENT is made in Makasar, Indonesia by and between.

PT ABC, a limited liability company, established under the laws of the Republic of England, domiciles in England, (hereinafter referred to as “Seller”) and this matter is represented by Mr. JOHN, President Director PT ABC, acting on behalf and for the sake of seller.

And

PT XXX, a limited liability company, established under the laws of the Republic of Indonesia, domiciles in Makasar, South Sulawesi Indonesia (hereinafter referred to as “Distributor”) and in this matter is represented  by Mr. SUSILO, President Director PT XXX, acting on behalf and for the sake of seller.

WINESSETH

-Whereas Seller operates a copper smelter and refinery and other related facility (hereinafter referred to as “CSR”) in Makassar, Indonesia;

-Where as Seller is capable of producing copper cathode slag and other products and is willing to sell and deliver its water-granulated copper slag (herein-after referred to as “Copper slag”) to Indonesia.

(Hereinafter referred to as Buyer) trough Distributor;

-Whereas Distributor intends to purchase and receive Copper Slag for Buyer;

-NOW THEREFORE, in consideration of the foregoing premises and covenants and articles hereinafter set forth, Seller and Distributor hereto have mutually agreed to enter into a DISTRIBUTOR AGREEMENT as hereunder set forth.

ARTICLE 1

THE PURPOSE OF THE AGREEMENT

1.      The purpose of this Agreement is to create Distributor Relationship between Seller and Distributor, in which Seller agrees to sell and deliver Copper Slag to Buyer through Distributor.

2.      This Agreement shall not constitute Distributor the agent or legal representative of Seller for any purpose whatsoever, not shall Distributor hold it self as such.

3.      Both Seller and Distributor are acting as principals.

4.      Although this Agreement is not intended to appoint Distributor as sole Distributor, Seller should obtain prior written consent from Distributor if it appoints other distributor’(s) that purchase Copper Slag from Seller and sell it to Indonesia.

ARTICLE 2

TERM OF AGREEMENT

1.      The term of this Agreement shall be 10 (ten) years from the date hereof.

2.      The term of this Agreement shall be broken into 10(ten) contract years, each of which begins on.

Definition Clause

3.      Has the Agreement expired as specified in paragraph (1) of this Article. Seller agrees to give Distributor option to exted other successive periods.

4.      Either party may not terminate this agreement prior to the expriry date without written consent of the other party.

ARTICLE 3

DELIVERY

1.      Seller shall delivery and Distributor shall receive Copper Slag at the CSR FOT by trucks or FOB by ship arranged by Distributor at Distributor cost according to Inconterm 2000.

2.      Seller shall not delay to deliver Copper Slag as specified an Article 4 (1) of this Agreement and Seller warrants the continuation of supply of Copper Slag during the contract years.

ARTICLE 4

QUANTITY

1.      Seller and Distributor agree that quantity of Copper Slag to be delivered by Seller and received by Distributor as follows:

a.       From January … to December … : between 00,000 wet metric tons and 00,000 wet metric tons monthly.

b.      From January … to December … : between……,…… wet metric tons and …..,…… wet metric tons monthly.

2.      The delyvery of fixed monthly quantity of Copper Slag as specified in paragraph (1) of this article shall be made in 11 (eleven) months within the corresponding contract years.

3.      With reference to article 4 (1) of this Agreement, the fixed quantity of Copper Slag to be delivered by Seller and to e received by Distributor yearly during the term of this Agreement shall e negotiated and agreed by Seller and Distributor no later than one month before the beginning of each contract year.

4.      With reference to Article 4(1) of this Agreement, the fixedquantity of Copper slag to be delivered by Seller and to be received by Distributor monthly during 1 (one) contract year shall be negotiated and agreed by Seller and Distributor no later than 5 (five) days before the beginning of each calendar month.

5.      In the case that at the request of Buyer, Distributor needs more Copper Slag to be delivered than that is specified in the Agreement, the fixed additional quantity shall be negotiated and agreed Seller and Distributor.

ARTICLE 5

WEIGHING

Seller or its representative and Distributor or its representetative at its respective expense has the right to be present during the weighing at the Buyer’s Plants.

ARTICLE 6

WARRANTY

Seller warrats distributor against claim of Buyer on quality of Copper Slag to be delivered.

ARTICLE 7

PRICE

FOT or  FOB (according to incoterm 1990) price of copper slag shall be determined by Seller and Distributor based on negotiation concluded by the parties.

ARTICLE 8

PAYMENT

1.      Seller shall prepare and submit to Distreibutor a monthly invoice stating the amount in Rupiah by the fifth (5^th)day of the following month of delivery and Distributor shall remit payment in full of the amount due under such invoice by the end of the following month of delivery.

2.      With reference to Indonesian Tax Law, Distributor shall make payment of value-added tax imposed upon the purchase of Copper slag from Seller.

ARTICLE 9

PRODUCT SPECIFICATION

The anticipated specification of Copper Slag is envisaged in Appendix A, which is attached to and it forms an integral part of this Agreement.

ARTICLE 10

FORCE MAJEURE

1.      If the parties are prevented from perfoming any obligation under this Agreement or arising in conection herewith by reason beyond their control, including but not limited to acts of God, embargo, war, riot, strikes, lock-outs, fire, floods, earthquake, inclement weather, governmental actions, change in government regulation, shortages of labor or utilities, catastrophic economic conditions or any other similar cause whatsoeever beyond the parties control (collectively reffered to herein as “Force Majeure), the parties shall be under no liability whatsoever provided that the parties have used reasonable diligence to avoid such “Force Majeure” and ameliorate effects, and they shall continue taking actions within their respective power to comply as fully as possible with the terms of this Agreement.

2.      In case of delay of supply caused by “Force Majeure”, Seller should notify Distributor no ater than 3 (three) days after the event.

3.      Shall there be a delay of supply caused by “Force Majeure” Seller shall deliver Copper Slag immediately after the “Force Majeure” has been addressed.

ARTICLE 11

GOVERNING LAW AND APPLICABLE LANGUAGE

1.      The applicable law governing this agreement is the Law of the Republic of Indonesia.

2.      The applicable language of this agreement is English.

ARTICLE 12

DISPUTE RESOLUTION

1.      All disputes, controversies or differences which may arise between the Parties out of or in relation to or in connection with this agreement, or relating to the construction, termination or breach hereof, shall be resolved through amicablesolution by the parties.

2.      If within 30 (thirty) days, the parties fail to reach solution as provided in paragraph (1) of this Article, the parties agree to bring the dispute to be settled by Badan Arbitrase Nasional Indonesia (BANI) under the UNCITRAL rules.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

                                                                                                Makasar, 12 Mei 2010

Seller                                                                           Distributor

           JOHN                                                                           SUSILO