PRINCIPAL RESTRUCTURING AGREEMENT

Number :

On this day, Friday, dated the third day of May two thousand

and two (03-05-2002). ----------------------------

Appear before : -------------------------------------------

----------- Doktor Haji _____, Sarjana Hukum --------------

-------------------- Specialis Notariat -------------------

in the execution of State's duty as a Notary, Public

Official in Jakarta, to ratify this deed in the presence of

the witness whose name will be mentioned at the closing part

of this deed : ---------------------------------------

1. Mr. ____, born in Semarang, on 8th Augusts 1943,

private person, residing in Jakarta Timur, Jalan Lele

III/37, Rukun Tetangga 016, Rukun Warga 006, Kelurahan

Jatinegara, Kecamatan Pulo Gadung, holder of Kartu

Tanda Penduduk number ______, Citizen of Indonesia; --

- according to his statament in this matter acting in

his capacity as President Director of such for and on

behalf of PT. JAYA PERKASA ENGINEERING, a limited

liability company established under the laws of the

Republic of Indonesia domiciled in Jakarta and having

its head office at ______, which articles of

association is incorporated in the Deed of

Establishment of PT Jaya Perkasa Engineering Number 9

 dated ____ made before Olvia Afiaty, Sarjana Hukum,

Notary in Jakarta, such Deed has been approved by the

Ministry of Justice and Human Rights of the Republic of

Indonesia as stated in the letter dated ______ Number

_____

- and for performing legal action hereunder has

obtained approval from : -----------------------------

a. Commissioners of the PT. JAYA PERKASA ENGINEERING,

namely : ---------------------------

1. mister

2. mister

3. mister

who also appear before Notary, ------------------

b. Extraordinary General Meeting of Shareholders

dated the first day of May two thousand and two

(01-05-2002), made in non-authenthic, furnished

with sufficient stamp duty, and its copy is

attached in the minute of this deed, (PT. Jaya

Perkasa Engineering, its successors in title and

assignees, hereinafter referred to as the "JPE");

AND: -------------------------------------------------

2. Mister _______, born in Medan, on 17th December 1937,

private person, residing in Jakarta Pusat, Kebon Kacang

I Number 4, Rukun Tetangga 012, Rukun Warga 006,

Kelurahan Kebon Kacang, Kecamatan Tanah Abang, pemegang

Kartu Tanda Penduduk number ______, Citizen of

Indonesia; ----------------------------------------

- according to his statement in this matter acting in

his capacity as President Director of such for and on

behalf of PT. PERKASA HEAVYNDO ENGINEERING, a limited

liability company duly establish and existing under the

laws of the Republic of Indonesia, domiciled in

Jakarta, which article of association has been

announced in : ---------------------------------------

- State Gazette of the Republic of Indonesia dated 17th

February 1995, number 14, Supplement number 1580;

- State Gazette of the Republic of Indonesia dated 6th

March 1995, number 18, Supplement number 2032; -------

- State Gazette of the Republic of Indonesia dated 23rd

September 1995, number 76, Supplement number 2032a.

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

- State Gazette of the Republic of Indonesia dated 14th

October 1997 number 82, Supplement number 4817; -

- altered by the deed Pernyataan Keputusan Rapat dated

23th February 1999, number 5, passed before Srie

Sunarti Tjondrokirono, Sarjana Hukum, the deed in which

has not obtained approval from Minister of Justice and

Human Right of the Republic of Indonesia;-

 - the deed Pernyataan Keputusan Rapat dated 23rd April

1999, number 41, passed before Nurul Hidayati Handoko,

Sarjana Hukum, Notary in Jakarta; --------------------

- and finally altered by Pernyataan Keputusan Rapat

dated the 25 Mei 2001, number 2, passed before

Dewantari Handayani, Sarjana Hukum, Master of Public

Administration, Notary in District Level II Purwakarta,

domiciled in Darangdan. ------------------

- and for performing legal action hereunder has

obtained approval from Commissioners of PT. PERKASA

HEAVYNDO ENGINEERING, dated 22nd March 2002, number

2/PHE/LD/III/02, made in non authentic, furnished with

sufficient stamp duty and the original is attached in

this deed; -------------------------------------------

(PT. PERKASA HEAVYNDO ENGINEERING, its successors in

title and assignees, hereinafter referred to as the

"PHE"); ----------------------------------------------

(Each of JPE and PHE are a "Party" and together called

the "Parties"). --------------------------------------

WHEREAS: --------------------------------------------------

A. Pursuant to the Deed of Master Restructuring Agreement

for Texmaco Group, Number 10 dated 23 May 2001 made

before Olvia Afiaty, Sarjana Hukum, Notary in Jakarta

as amended by: ---------------------------------------

(i). Deed of First Amendment to Master

Restructuring Agreement for Texmaco Group

Number 5 dated 21 September 2001, made before

Olvia Afiaty, Sarjana Hukum, Notary in

Jakarta; and -------------------

(ii). Deed of Second Amendment to Master

Restructuring Agreement For Texmaco Group

Number 12 dated 18 January 2002, made before

Olvia Afiaty, Sarjana Hukum, Notary in

Jakarta (the "MRA"), between Badan Penyehatan

Perbankan Nasional (Indonesian Banking

Restructuring Agency) (hereinafter referred

to as "BPPN"), Mister ____ and the various

Texmaco entities and other parties thereto

(hereafter the "Texmaco Parties"), setting

out the basic terms and conditions that have

been agreed for that restructuring process

and which shall in principle govern that

restructuring process, BPPN agreed with

Mister _____ and the Texmaco Parties to

restructure the Outstanding Debt (as defined

in the MRA) on the terms and conditions set

forth in the MRA; --------------------------

B. A portion of the Outstanding Debt comprises, inter

alia, the debts owed by PHE to BPPN pursuant to the

Existing Facilities set forth in Schedule 1 (the

"Existing Facilities"). ---------

- BPPN has assigned its rights, title and interest held

under the Existing Facilities to JPE pursuant to and

subject to the terms and conditions of Akta Perjanjian

Jual Beli Dan Penyerahan Hak Atas Piutang Number 62

dated 22 April 2002 made before me Notary (the "Debt

Transfer Agreement"); and -----------------

C. JPE and PHE have agreed to restructure the Existing

Facilities in accordance with the Term Sheet attached

as Schedule Three hereto and as set forth in this

Agreement. -------------------------------------------

Article 1

DEFINITIONS

- Except as otherwise specified or as a context may

otherwise require, the following terms shall have the

respective meanings set forth below whenever used in this

Agreement and shall include the singular as well as the

plural: ---------------------------------------------------

1.1. "Certificate of Completion" means the certificate

issued by JPE to PHE indicating completion of all

conditions precedent to the effective restructuring in

 accordance with this Agreement as set out in Schedule

2; ---------------------------------------------------

1.2. "Event of Default" means any of the events described in

Clause 4 of this Agreement; -----------------------

1.3. "JPE Exchangeable Bonds Subscription Agreement" or

"EBSA" means the Exchangeable Bonds Subscription

Agreement Number 14 entered into by and between JPE,

BPPN and some of the Texmaco Parties (namely, Mister

____, PT. MULTIKARSA INVESTAMA and PT. MAHKOTA

DELTAMAS) on 18 January 2002 made before Olvia Afiaty,

Sarjana Hukum, Notary in Jakarta; --------------------

1.4. "Transfer Debts" means the debts to be effectively

transferred to JPE by BPPN in accordance with the Debts

Transfer Agreement. ----------------------------

Article 2

INTERPRETATION

-In this Agreement, unless the context otherwise requires:

2.1. headings and underlinings are for convenience only and

do not affect the interpretation of this Agreement; --

2.2. words importing a gender include any gender; ---------

2.3. an expression importing a natural person includes any

company, partnership, joint venture, association,

corporation or other body corporate and any

Governmental Agency; ---------------------------------

2.4. a reference to a part, clause, party, annexure, exhibit

or schedule is a reference to a part and clause of, and

a party, annexure, exhibit and schedule to, this

Agreement; ----------------------------------

2.5. a reference to any statute, regulation, proclamation,

ordinance or by law includes all statutes, regulations,

proclamations, ordinances or by laws varying,

consolidating or replacing all or part of them, and a

reference to a statute includes all regulations,

proclamations, ordinances and by laws issued under that

statute; ---------------------------

2.6. a reference to a Party to any document includes that

Party's heirs, successors and permitted assigns; -----

2.7. Terms defined in the MRA shall have the same meaning in

this Agreement unless the context otherwise requires.

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

Article 3

RESTRUCTURING

3.1. Upon fulfilment of all conditions precedent as setforth

in the Article 4, JPE shall issue a Certificate of

Completion to PHE. --------------------

3.2. Upon receipt of the Certificate of Completion by PHE

the Parties agree that Existing Facilities shall be

restructured in accordance with the basic terms and

 conditions of restructuring set forth in Schedule 3

hereto subject to any such agreements to be entered

into being acceptable to JPE. ------------------------

Article 4

CONDITIONS PRECEDENT

4.1. The conditions precedent to the effectiveness of the

restructuring in accordance with this Agreement are as

follows : --------------------------------------------

1. The Debts Transfer Agreement has been duly entered

into and executed and the Transfer Debts have been

legally and effectively transferred to JPE.

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

2. PHE has obtained all necessary and required

approvals (including its corporate approvals) to

enter into this Agreement (or JPE has waived any

requirement to do so). --------------------------

3. JPE has obtained all necessary and required

approvals (including its corporate approvals) to

enter into the Principle Restructuring Agreement

(or PHE has waived any requirement to do so). ---

4. All debt figures are confirmed and agreed between

the Parties. ------------------------------------

 5. The Financial Sector Policy Committee's approval

regarding the restructuring of the Existing

Facilities has been obtained by BPPN. -----------

6. The exchangeable bonds to be issued by JPE

pursuant to the EBSA have been issued. ----------

7. At the time of giving this Certificate of

Completion, there is no event of default under

EBSA. -------------------------------------------

4.2. The condition precedent as set forth in Clause 4.1.

above should be fulfilled at the latest 10 (ten) days

after the issuance of the exchangeable bonds by JPE

pursuant to the EBSA.---------------------------------

Article 5

EVENTS OF DEFAULT

5.1. Upon the occurrence of any of the following events of

default, either Party may by written notice to the

other Party, terminate this Agreement: ---------------

5.1.1. The assignment by BPPN of its rights, title

and interest held under the Existing

Facilities to JPE is or becomes ineffective;

or -----------------------------------------

5.1.2. satisfaction or waiver of all conditions

precedent to effectiveness of the EBSA is not

met before the Drop Dead Date asset out in

 the EBSA (as amended from time to time); or

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

5.1.3. all requisite approvals and consents and all

necessary corporate approvals in accordance

with their Articles of Association to

required for or in connection with the

transactions contemplated by this Agreement

are not obtained. --------------------------

5.2. Upon termination of this Agreement, where such

termination is prior to the Closing Date of the EBSA,

the Existing Facilities and other obligations of

Texmaco under the Existing Facilities will remain valid

and enforceable under their terms and conditions.

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

5.3. Termination of this Agreement in accordance with its

terms shall occur without the necessity of court action

and to that end each of the Parties waives paragraphs 2

and 3 of Article 1266 of the Indonesian Civil Code.

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

Article 6

COST AND EXPENSES

PHE agrees to pay all costs and expenses incurred in

connection with the transactions herein contemplate

including but not limited to enforcement thereof and all

document production costs and the fees and disbursements of

any counsel retained by JPE in connection with such

transactions for their services in relation to such

transactions and to reimburse JPE for any out-of-pocket

expenses in connection therewith PHE also agrees to pay all

expenses incured in connection with any amendment or

requested amendment of, or waiver or consent or requested

waiver or consent under or with respect to this Agreement

whether or not the same shall become effective. -----------

Article 7

GOVERNING LAW AND JURISDICTION

7.1. The existence, validity and interpretation of this

Agreement shall be governed by and construed and

interpreted in accordance with the laws of the Republic

of Indonesia. -------------------------------

7.2. All controversies arising between the Parties out of or

in relation to this Agreement, including without

limitation, any question relative to its

interpretation, performance, validity, effectiveness

and the termination of the rights or obligations of any

Party, shall be settled amicably by the Parties

wherever practicable. --------------------------------

7.3. If such dispute cannot be resolved amicably by the

Parties then, it shall be settled exclusively and

 finally by arbitration in Jakarta in accordance with

the Rules of Badan Arbitrasi Nasional Indonesia (the

"Rules"), provided however, that JPE, without having

regard to whether any arbitration is then pending or

otherwise in process, shall be entitled to initiate

legal proceedings concerning any such dispute,

controversy or claim in any forum having jurisdiction

thereof. ---------------------------------------------

7.4. This Clause 7 is intended to be an Arbitration Clause

within the meaning of Law Number 30 of 1999 regarding

Arbitration and Alternative Dispute Resolution (August

12, 1999) and shall irrevocably bind the Parties to

submit all irreconcilable disputes to final and binding

arbitration in accordance with such law and the

provisions herein set forth. ---------------------

7.5. The Parties shall not be entitled to commence or

maintain any action in a court of law upon any matter

in dispute arising from and in relation to this

Agreement, except for the enforcement of an arbitral

award granted pursuant to this Clause. ---------------

7.6. The arbitral award rendered shall be final, binding and

incontestable and may be used as a basis for judgment

thereon in Indonesia or elsewhere. ----------

- The Parties expressly agree : ----------------------

 (i). to waive Articles 70 - 72 of Law Number 30

Year 1999; and -----------------------------

(ii). that the mandate of the arbitrators duly

constituted in accordance with the terms of

this Agreement shall remain in effect until a

final arbitration award has been issued by

the arbitrators. ---------------------------

7.7. For the purpose of enforcing any arbitration award

only, the Parties hereby irrevocably agree that the

general, permanent and non-exclusive domicile of the

Office of the Registrar of the Central Jakarta District

Court (Kantor Panitera Pengadilan Negeri Jakarta Pusat)

shall have the non exclusive jurisdiction to hear and

determine any suit, action or proceeding arising out of

or in connection with this Agreement without prejudice

to the Parties' rights to enforce any arbitration award

in any court having jurisdiction over another Party or

its assets.--------

7.8. During the period of submission to arbitration and

thereafter until an award is granted, the Parties shall

continue to perform all their respective obligations

under this Agreement without prejudice to a final

judgment in accordance with the said award. --

 Article 8

AMOUNT OF DEBTS

For the avoidance of doubt, the amounts of the debts are

subject to further verification. The Parties agree that such

amounts will be confirmed and agreed between the Parties at

the time of giving the Certificate of Completion.

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

Article 9

VARIATION

- A variation of any term of this Agreement must be in

writing and signed by the Parties hereto. -----------------

Article 10

COUNTERPARTS

- This Agreement may be executed in any number of

counterparts, each of which when so executed shall be deemed

to be an original, but all such counterparts shall together

constitute one and the same instrument. ----------

-------------------- IN WITNESS WHEREOF -------------------

This deed has been drafted and executed read and duly signed

in Jakarta, on the day and date mentioned in the preamble of

this deed, in the presence of Mister ____, Sarjana Hukum and

Mister ____, Sarjana Hukum, both assistant of the Notary,

and residing in Jakarta, as witnesses.

------------------------------------------------
This deed having been duly read out by me, Notary to the

appearers and witnesses, mentioned above was signed

immediately by the appearers, the witnesses and me, Notary.

Executed without addition, deletion and substitution.

-----This original deed is signed properly.

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

Given as true copy.

Notary as a Public

Official in Jakarta