OFFER LETTER

PT. Jalamas Berkatama

address:

SATRIA TECHNOLOGIES SDN.BHD.

comp.no.: 843806-D address: No. 24, Jalan PS 9, Prima Selayang, 68100 Batu Caves, Selangor, Malaysia from:

Jl. Cideng Timur 70 Jakarta 10160 Indonesia Pak Yusfi Trianto

attention: cc: your reference: our reference: extension: date:

G. Zeller

-Q12002 th 9 January 2012 Dear Sir,

phone: fax: e-mail: website:

+60 / 3 / 6137 6608 +60 / 3 / 6137 6618 gzeller@satria-tech.com www.satria-tech.com

Project: Subject:

Data Concentrator SPRECON Gateway, Hardware, Software and Services

Based on our previous communication we a pleased to offer you herewith the Modbus Data Concentrators (SPRECON E-C).

1.

System Architecture

The scope and supply of materials, functionality in form of software and engineering services are based on the following overall system architecture:

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OFFER LETTER
The SPRECON Data Concentrator shall act between the existing HONEYWELL DCS System and the oncentrator LL MCC lectronic devices (IEDs) in form of data exchange vie Modbus protocol.

2.
2.1

Scope of Supply
Hardware Components
4 pcs SPRECON E-C, whereas each components includes, CPU, Power Supply, 6 x RS485 C, serial interface, bus-terminators and 1 x LAN interface terminators 2 pcs control panels with appr. size of 600 x 600 x 2100 mm with transparent front door, incl. all necessary miscellaneous materials and internal wiring 1 pcs notebook for the configuration and engineering tool including MS operating system

2.2

Software
Protocol Modbus (slave) over RS485 to connect to HONEYWELL DCS with the functionality slave) according Sprecher Interoperability List with the document number 94.2.918.35. Protocol Modbus (master over RS485 to connect to the below listed three (3) types of MCC master) IEDs with the functionality according Sprecher Interoperability List with the document number 94.2.918.35. SPRECHER Automation will verify and implement the Modbus protocol for the follo following three (3) dedicated IEDs: * MCC GE SR 469 * MCC GE SR 750 * MCC GE MM2 and will extend the functionality of interoperability for those 3 IEDs as and if required. SPRECON E engineering tool Modbus protocol parameterization template for the 3 typical IEDs

2.3

Configuration and Engineering

Control panel design, documentation and manufacturing Basic SPRECON gateway system configuration and parameter loading System configuration and typical data routing to the HONEYWELL DCS including position status, commands, alarms accumulated alarms and selected measurem alarms, measurements System configuration and typical data routing to the three (3) types of MCC IEDs including binary signals, commands and measurements One (1) week Hands on training on the SPRECON components and engineering tool Technical support during project ro roll-out by PT Jalamas Bermakata Factory Acceptance Test (FA in Kuala Lumpur tance (FAT) Technical support by telephone and/or Internet during onsite system installation, configuration and commissioning

3.

Requirements and Limitations

Limits of supply are the terminals in our devices or panels unless it is described separately. in For Modbus protocol verification and modifications by SPRECHER Automation it is necessary that PT Jalamas Berkatama provides 1 unit of each of the 3 types of MCC IEDs at least 4 months before agreed delivery date. For the MCC IEDs only periodic polling of data is possible. Time synchronization vie Modbus protocol and Sequence of Event list (SOE) with time tag is not available. SPRECON redundancy configuration is not possible.

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OFFER LETTER
PT Jalamas Berkatama to provide the signal list / data o data-point IO list. Any cabling outside the data concentrator control panels is not included in this offer. Data concentrator installation and commissioning of the system is not included in this offer. nstallation Adaptations, modifications or any other changes required in the existing HONEYWELL DCS system and the MCC IEDs are not included in our scope. Any software license required for the existing system to connect the new SPRECON gateway is not included in this offer. Anny travelling expenses or accommodation cost for non SATRIA and non SPRECHER employees is not included in this offer. End-customer training is not included in this offer and it is assumed that after FAT engineers from PT customer Jalamas Berkatama are able to provide the same.

4.

Price

The price for the above listed Scope of Supply and Services is 158.310.- USD based on the commercial conditions listed below below.

5.

Commercial Conditions
USD EXW Kuala Lumpur appr. 6 months from order acknowledgement 3 months from date of this Offer 12 months from delivery 30% of the total contract sum as down payment, payable within thirty (30) days , from the date of purchase order acknowledgement. 65% of the total contract sum to be paid within thirty (30) days upon successful completion of FAT through irrevocable & confirmed Letter of Credit against presentation of the following do documents: - Commercial Invoice - Signed FAT report 5% of the total contract sum to be paid within thirty (30) days upon successful completion of SAT through irrevocable & confirmed Letter of Credit against presentation of the following documents: - Commercial Inv Invoice

Offer Currency: Delivery Term: Delivery Time: Validity: Warranty: Payment:

Please do not hesitate to contact us for further clarifications. Thank you for your time

.... Gottfried Zeller Satria Technologies Sdn.Bhd

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COMMERCIAL CONDITIONS
Basis of the Offer The SATRIA TECHNOLOGIES SDN BHD. (SRT) offer covers the delivery of Products / Systems / Services as specified in our Offer Letter (Offer Letter), including attached documents; if any; based on the terms and conditions contained in these Commercial Conditions. Unless otherwise stated in this offer the basis of the contract shall be the FIDIC "Conditions of Contract for Electrical and Mechanical Works" Third E Edition 1997. Purchaser Purchaser shall refer to the entity to whom the said Offer Letter is addressed. Customer The owner of the Project. Validity The validity of this quotation, including all the conditions mentioned, is as mentioned in the covering letter. Scope of Supply Our offer covers ONLY Products / Systems / Services conforming to technical descriptions and specifications as specifically stated in the Offer Letter.
Contract coming into force

The contract shall come into force when a Purchase Order is received from the Purchaser and Order when acceptance thereof is confirmed by SRT. The Purchaser hereby confirms that a Purchase Order raised pursuant to the Offer Letter shall constitute unconditional acceptance to these Commercial Terms. Date of Commencement Commencement date shall be latest of the following events: Receipt of approval of technical drawings (if applicable) Receipt of all licenses and approvals (including site approvals) required from authorities or third parties for the construction and installation of plant and equipment (if applicable) Receipt of down payment (if applicable) Receipt of LC (if applicable) Receipt of commercially and technically clear Purchase Order and unconditional confirmation thereof by SRT.

Delivery/completion will be counted from the Date of Commencement. Prices The prices mentioned in this quotation are as mentioned in the Offer Letter. The prices are based on an order covering the whole scope of supply as offered. In case only part offer is accepted by the Customer, the prices will be subject to re Customer, re-negotiation and mutual agreement. The price includes: engineering as stated in our offer customs duties, taxes or duties whatsoever, if specifically mentioned

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COMMERCIAL CONDITIONS
expenses for preparation, copying, authentication, etc. of the contract for our own cost the only.

The price excludes: any local additional expenses such as stamp duties, fees, etc. any cost, fees, duties, interest, bank charges, etc. related to Purchasers financing and insurance of the project infrastructure at site (air-conditioning, lockable office- storage and sanitary rooms, telephone, fax, etc.), operation media (energy, water, etc.,) and consumables for supervision of erection and / or commissioning any other deliveries or services that are not explicitly mentioned in this offer (lifting mentioned equipment at site, earthworks, civil construction, storage, erection, etc.).

The daily rate for our engineer is RM 2,000.- exclusive of travel, boarding and lodging and local transportation, for any additional services. Terms of Payment Terms of payment is as mentioned in the Offer Letter. Delivery Time Prices are understood as indicated in item Prices, in accordance with INCOTERMS (issue 2000). Prices Delivery of the components will be effected within approximately 8 months coun counted from Date of Commencement. If SRT is prevented and or delayed from executing the contract/purchase order d to the reasons beyond its control, then SRT shall have the right to due terminate the contract/purchase order upon written notice of Fourteen (14) working days to the Purchaser. In such a case SRT shall be entitled to receive all costs incurred up to the date of termination plus attributable portion of the overheads and reasonable profits profits. Delay in approval of conceptual drawings, equipment lists and revisions in the original design and could effect the delivery time. In such case, SRT will inform the Purchaser and if it is agreed that certain information will be given later, the completion / delivery ti time will be adjusted accordingly. Extended Delivery The given prices are valid for delivery within 12 months after receiving of the order. In case of later delivery or staggered delivery at the request of the Purchaser or the Customer, SRT reserves the right to increase the price. Delivery shall be effected latest 2 weeks from completion of FAT or such other acceptance test as may be applicable; if there shall be delay in delivery occasioned by the Purchaser / Customer, SRT shall have the right to impose storage charges at the rate of RM 16,000.- / month for every station calculated from the expiration of the 2 weeks. Suspension / Cancellation In case of suspension of the contract contract/purchase order or part of the contract/purchase order at the Purchaser/Customers discretion and the suspension period exceeds more than thirty (30) days then SRT reserves the right to terminate the contract/purchase order and entitled to receive all costs incurred up to the date of cancellation plus attributable portion of the overheads and reasonable profit. In case of cancellation of the contract/purchase order or part of the contract/purchase order by ion the Purchaser/Customer, then SRT shall be entitled to receive all costs incurred up to the date of cancellation plus attributable portion of the overheads and reasonable profit profit.

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COMMERCIAL CONDITIONS
Reserve of Property The Products / Systems mentioned in the Offer Letter shall become property of the Purchaser only after full and final payment. We reserve the right to charge interests and incidental costs on delayed payments. As long as the reserve of property is valid, the Products / Systems can property only be resold if SRT explicitly agrees and after assignment of the claims against the Customer according to the terms and conditions of the contract the Purchase and SRT. Sub-Contracting SRT reserves the right to sub-contract Products / Systems as part of its deliveries, without any contract prior approval of the Purchaser. Taking Over Upon completion of commissioning the Purchaser shall issue a taking over certificate, stating the date of completion of test as the Taking Over Date, and listing the defects (if any) found and the remedies to be taken by SRT. Minor defects, that are defect that do not prevent defects operationality of the Products / Systems shall not hinder Taking Over. The Purchaser shall not operate any part of the Products / Systems / Services without having issued a Taking Over Certificate. If the Purchaser operates any part of the Products / Systems / Services prior to or otherwise of without having it taken over, such part shall be deemed as taken over by the Purchaser. Operation of such Products / Systems shall be the sole risk and responsibility of the Purchaser and the Purchaser shall insure the Equipment operated against all operational risks and hold ser SRT indemnified against any and all claims or damages resulting there from. In the event of delays of Taking Over not attributable to SRT, the Taking Over shall be deemed as completed upon expiry of 4 weeks from the original contractual deadline or, in any pleted event, on the date of commencement of operation by the Purchaser, whichever comes first. Warranty The warranty period shall be 12 months beginning at the completion of our com commissioning, however not longer than 18 months after advise of readiness for transport of last major component per respective unit. SRT reserves the right for determining, if parts found defective during the warranty period, shall be repaired or replaced within a mutually agreed period of within time. SRTs responsibility includes replacement of defective parts only. The Purchaser shall cover site services and transport of defective material. All claims due to defective supplies or services shall be made within the warranty period, otherwise they do not have any effect. SRT bears no responsibility or liability whatsoever following the expiration of the warranty. The duties, liabilities and obligations of SRT do not extend to any repairs, adjustments, alterations, replacements or maintenance which may be required as a result of normal wear placements and tear in the operation of the Products / Systems, normal degradation in the performance of the Products / Systems, or as a result of failure to operate or maintain the Products / Systems in accordance with the manufacturer's recommendations, in the event of any interference of third parties, or if defects or damages are caused by any case of Force Majeure. The guarantee obligation is only valid if the erection is carried out as pe SRTs guidelines and per if operation is conducted according to SRTs Operation Manuals. SRTs warranty and liability for Purchasers software included into Purchaser's equipment shall be limited solely to the elimination of reproducible errors and malfuncti malfunctions thereof. In case of software provided and installed on hardware supplied or authorised by us, the Purchaser shall grant sufficient access to the equipment Purchaser as well as provide SRT with all documentation and will and information to be enable SRT to trace the error. SRT shall have the right to replace the existing software with a later version thereof instead of eliminating the error(s) in the existing software. In the case of standard software (e.g. UNIX,

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COMMERCIAL CONDITIONS
DOS, Words, Excel etc.) licensed from others, SRTs warranty and liability shall be limited others, solely to the warranties and liabilities by the licensees of such software. Liquidated Damages Any occasions where liquidated damages are payable, SRTs obligation to do so shall expire when either the Products / Systems has passed the trial run successfully or the Purchaser ducts commences operation of the Products / Systems or SRT can demonstrate the achievement of guaranteed values at least within the range covered by liquidated damages whichever comes first. Payment of liquidated damages shall be in full satisfaction of the Purchaser's respective claims and the Purchaser's sole and exclusive remedy remedy. SRTs liability for occasions where liquidated damages are agreed is restricted to the agreed amount. The maximu sum is restricted to 5% of the Contract Price, excluding Taxes and maximum Duties excluding further claims. Force Majeure Force Majeure means any circumstances beyond the control of both SRT and the Purchaser, including but not limited to: war and other hostilities, (whether war be declared or not), invasion, act of foreign hostilities, enemies, mobilisation, requisition or embargo; ionising radiation or contamination by radio activity from any nuclear fuel or from any radio-activity nuclear waste from the combustion of nuclear fuel, radio active toxic explosives, or other radio-active hazardous properties of any explosive nuclear assembly or nuclear components thereof; rebellion, revolution, insurrection, military or usurped power and civil war; riot, commotion or disorder, except where solely restricted to our employees. restricted The effect of Force Majeure shall be that neither party shall be considered to be in default or in breach of his obligations under the Contract to the extent that performance of such obligations is prevented by any circumstances of Force Majeure which arise after the date when the Force Contract comes into force. Software licenses SRT shall require a license agreement to be signed for its standard-software involved in the standardproject. Secrecy The Purchaser and SRT shall not, neither before nor after the termination of this agreement exploit or divulge any trade or work secret which they may have acquired knowledge of in the course of performing their obligations under this agreement (except as support for existing installations). Laws and Regulations This Contract and any arrangements regarding its performance shall be governed by and be construed and interpreted in accordance with the substantive law of Malaysia, excluding its conflict of law rules. Arbitration All disputes arising in connection with the present Agreement shall be resolved as expeditiously as possible on an amicable basis by the Parties. In the event that settlement is not reached within thirty (30) days the dispute shall be referred to the Kuala Lumpur Regional Center for Arbitration (KLRCA) for arbitration by three arbitrators appointed in accordance with ation its rules. The arbitration tribunal shall have its seat in Kuala Lumpur, Malaysia. The arbitration proceedings shall be conducted in English language. Documents may be submitte in English. submitted
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COMMERCIAL CONDITIONS
The decision of the arbitrators shall be final and binding upon the Parties and such decision may be enforced by any court of competent jurisdiction. The costs incurred in setting up the Arbitration Tribunal shall be borne equally by the Pa Parties while the costs of their respective representations at the Tribunal, including solicitor fees, shall be borne by the Parties themselves. Specification The prices for the materials and/or services have been calculated based on the information given to SRT by the Purchaser. Should SRT, after receipt of the definite information, assess that modifications and/or additions are necessary, SRT reserves the right to adjust the prices accordingly. Indemnity and Liability SRT shall not be responsible for any consequential damages, direct or indirect, loss of profit or consequential what so ever which may be raised out of using the system. General All products and services not specifically mentioned in SRTs quotation are not included. With due regard to the above provisions, SRT shall comply with the submitted specification. Unless provisions, otherwise agreed upon in writing, this quotation is subject to the ORGALIME General Conditions for the supply of Mechanical, Electrical and Associated Electronic Products, as filed under ORGALIME S92 at Brussels, October 1992.

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