FIDUCIARY TRANSFER OF PROPRIETARY RIGHTS ON THE INVENTORY

FOR SECURITY PURPOSES

Number :
On this day, TUESDAY, the twelfth day of SEPTEMBER one
thousand nine hundred ninety five (12-9-1995). ------------
Appear before me, , Sarjana Hukum, Notary in Jakarta, in the
presence of the witnesses whose names will be mentioned at
the closing part of this deed : --------------
1. mister RAKESH SINGH SIKAND, Citizen of India, President
Director of limited liability company to be referred
hereunder, temporarily residing in Jakarta, jalan
Permata Hijau Blok E, Nomor 18, holder of Passport
number L-449388, according to his statement in this
matter acting in his capacity aforementioned and as
such for and behalf of P.T. BINA GUNA KIMIA, a limited
liability company duly esthablished and existing under
the laws of the Republic of Indonesia, domiciled and
having its head office in Jakarta, whose articles of
association set out in the deed dated the 19th
(nineteenth) day of November 1993 (one thousand nine
hundred and ninety three), number 65, and amendment
dated the 7th (seventh) day of March 1994 (one thousand
nine hundred and ninety four), number 22, all passed
before Amrul Partomuan Pohan, Sarjana Hukum, Lex
Legibus Magister, Notary in Jakarta, and has been
approved by the Minister of Justice of the Republic of
Indonesia, and his decree dated 4th (fourth) day of
April 1994 (one thousand nine hundred and ninety four),
number C2-5530.HT.01.01.Th'94, whose articles of
association and its amendments have been consectively
announced in the State Gazette of the Republic of
Indonesia, dated the 15th (fifteenth) day of July 1994
 (one thousand nine hundred and ninety four), number 56
Supplement 4325. --------------------
-for the legal action hereunder, pursuant to the
provisions of paragraph 2 article 10 of the company's
articles of association, has obtained approval from the
President Commissioner mister SOEGENG SARJADI, as
evidenced by the Authorization Letter dated the 7th
(seventh) day of September 1995 (one thousand nine
hundred and ninety five),fixed with sufficient stamp
duty and is showed to me, Notary, hereinafter also
referred to as the "Borrower". -----------------------
2. mister MICHAEL LA BROOY, Australian citizen,
temporarily residing in Jakarta at 17th Floor, BNI
Building, jalan jenderal Sudirman, Kaveling 1,
according to his statement in his matter acting in his
capacity as Vice President Director and as such for and
on behalf of "P.T. ANZ PANIN BANK" ajoint venture Bank
duly esthablished and existingunder the laws of the
Republic of Indonesia, domiciled and having its head
office in Jakarta, whose articles of association set
out in the deed dated the 5th (fifth) day of September
1990 (one housand nine hundred and ninety), number 31,
and amendment dated the 14th (fourteenth) day of
September 1990 (one thousand nine hundred and ninety),
number 123, all passed before Mudofir Hadi, Sarjana
Hukum, Notary in Jakarta, deed Pernyataan Keputusan
Rapat Para Pemegang Saham dated the 27th (twenty
seventh) day of October 1993 (one thousand nine hundred
and ninety three), number 242, and have been approved
by the Minister of Justice of Republic of Indonesia,
dated the 16th (sixteenth) day of November 1993 (one
thousand nine hundred and ninety three), number C2-
 12321.HT.01.04.TH.93. lastly altered by the deed
Minutes of the Extraordinary General Meeting of
Shareholders of PT. ANZ PANIN BANK, dated the 22nd
(twenty second) day of November 1993 (one thousand nine
hundred and ninety three), number 183, passed before
Siti Pertiwi Henny Shidki, Sarjana Hukum, Notary in
Jakarta, ----------------------------
- hereinafter also referred to as "Bank", ------------
The appearers are all known to me, Notary. ----------------
The appearers each acting in their abovementioned
capacities hereby firstly declare as follows : ------------
- whereas, the Borrower and the Bank have entered --into a
Loan Agreement, legalized by me, dated today,under number
083063/IX/95, which shall be deemed verbatim incorporated in
this deed as an integral and inseparable part hereof
( hereinafter the said Loan Agreement together with its
amendment, additions, extensions and renewal thereof shall
be referred to as the "Agreement") ; -----------------------
whereas, it is a condition under the Agreement, that the
Borrower shall enter into a fiduciary transfer of
proprietary rights for security purposesto secure the due
and proper payment and performanceby the Borrower of its
obligations under the Agreement. ---------------------------
Now, therefore, the parties hereto convenant and agrees to
enter into this Fiduciary Transfer Of Proprietary Rights On
The Inventory For Security Purposes (hereinafter also
reffered to as the "Fiduciary Transfer Agreement") under the
following terms and conditions : ----------------------
-------------------- Article 1 : DEFINITIONS. -------------
Terms used herein shall have the same meaning as defined in
Article 1 of the Agreement unless otherwise provided or the
context requires otherwise. -------------------------------
------------------- Article 2 : FIDUCIARY TRANSFER --------
To secure the due and punctual payment and repaymentto the
Bank of the debts payable from time to time by the Borrower
under the Agreement (covering the principal amount of the
Facility for the time beingadvanced hereunder) or (where
the context so requires) the balance thereof for the time
being outstanding (including penalty interest payable by the
Borrower under the Agreement and the Security Documents),
(hereinafter collectively referred to as the "Debts") the
Borrower hereby fiduciarily transfers to and in favour of
the Bank (which hereby accepts such transfer from the
Borrower), the Borrower's ownership and proprietary rights
on : -----------------------------------
- all and any Inventory (whether in form of raw materials,
semi finished products or finished products now and/or in
the future owned by the Borrower and kept and stored in the
godowns or warehouses of the Borrower at : ----------------
- Jalan Raya Klepu, Karang Jati, Ungaran 50501, Jawa
Tengah.
- Kodel House, 10th (tenth) Floor, Jalan H.R. Rasuna
Said, Kaveling. B-4, Jakarta 12920. ----------------
- hereinafter also reffered to as the "Inventory" ---------
- The transfer and delivery of these rights by the Borrower
to the Bank has been executed in a fiduciary capacity and
for the purpose of security and under the following terms
and conditions : ------------------------------------------
a. In respect of existing Inventory, the transfer and
delivery of the Inventory to the Bank has taken place
at the location where the Inventory are stored or
located by the Borrower's statement that commencing
from this day and date, the Borrower no longer holds
 the Inventory as the owner but only as holder for the
Bank subject to the terms and conditions stipulated in
his Fiduciary Transfer Agreement. --------------------
The Bank hereby lends the Inventory to the Borrower to
be used by the Borrower subject to the terms and
conditions set forth fereunder and the Borrower hereby
acknowledges to have borrowed andreceived the Inventory
from the Bank. -----------------------------
The Borrower shall store and keep the Inventory at the
Borrower's godowns, warehouses or other places as will
be informed to the Bank and shall not without the prior
written approval of the Bank, remove the Inventory from
their present location.However, the Bank does hereby
give its approval to the Borrower, to sell, transfer or
otherwise dispose of a part of the Inventory to
whomsoever and under prices deemed fit by the Borrower
in the ordinary course of its business. -
The said approval may at any time be revoked by the
Bank and in which event each date, transfer or disposal
of any of the Inventory by the Borrower should be done
under the prior written approval by the Bank.
------------------------------------------------
b. With respect to the Inventory acquired by the Borrower
in the future, the Borower acknowledges that upon
acquiring possession of such Inventory : -------------
(i) the Borrower shall hold such Inventory as
holder/Borrower for and on behalf of the Bank;
and -------------------------------------------
(ii) the Borrower's ownership right on such
Inventory shall by virtue of this Fiduciary
Tranfer Agreement be fiduciarily transferredto
the Bank. -------------------------------------
c. The Bank is entitled, if it so determines, to place
identification marks on the Inventory or at the place
where the Inventory are or shall be located or stored,
showing the Bank's ownership on the Inventory. -------
The Borrower shall maintain such mark and shall not
remove or deface them. The Borrower further agrees to
keep the Inventoryin a proper manner as is customary in
keeping goods in trust. ---------------------------
d. Documents related to any such Inventory which are in
transit to the Borrower shall, if the Bank so requests,
be properly endorsed in favour of the Bank and
delivered to the Bank. ---------------------------
The Borrower hereby irrevocably authorizes the Bank to
perfrom any and all acts related to or necessary for
perfecting whatever endorsement will be required to
receive any such Inventory from third parties, and for
the above purposes to do and perform any acts, deeds or
things including those related to banks and custom
clearence formalities, without any exception and with
the right of substitution. ------------------
e. Without the prior written consent of the Bank, thE
Borrower may not pledge, place under security or
otherwise encumber the Inventory in whatever manner to
whomsoever. ------------------------------------------
f. During the term of this Fiduciary Transfer Agreement
the Borrower will be held responsible and liable for
the condition, any loss, destruction, deterioration,
depreciation, injury or damage of the Inventory and for
all costs incurred in respect of the Inventory
including but not limited to, taxes, costs of
replacement of any lost or damaged Inventory, and
 maintenance expenses regarding the Inventory which are
held by the Borrower in trust for the Bank. ----------
g. any replacement of any damaged and replaced Inventory
shall be considered by operation of lawto be
fiduciarily transfered to the Bank under the terms and
conditions stated herein. ----------------------------
h. The Borrower shall further defend, indemnify and hold
the Bank harmless from and against any and all claims,
cause of action, damage, liability orexpenses
(including reasonable attorney's fees) which the Bank
may incur in any manner arising out ownership or
condition of the Inventory or in anymanner arising out
of the Agreement or any actiontaken in respect thereof.
---------------------------------------------
i. The Borrower undertakes to submit to the Bank semi
annually report of Inventory within 60 (sixty) days
after the close of each quarter and certified by the
officer of the Borrower, an updated list of the
Inventory. The fact that any item of the Inventory is
not included in such list shall not be used as evidence
against the Bank that such (part of) the Inventory have
not been fiduciarily transferred to the Bank under this
Fiduciary Transfer Agreement.---------
j. The Borrower will, at all time, at its own expense,
keep the Inventory fully insured with a responsible
insurance company or companies acceptable to the Bank
against loss by fire and any risks to which the
Inventory may be subjectedor as will be determined by
the Bank and shall be delivered to the Bank within 6
(six) months from the the date of this Fiduciary
Transfer Agreementthe original policies of such
insurance and the Borrower hereby assigns such
 insurance to the Bank and the Borrower shall cause such
insurance policies to bear loss payable endorsements in
favour of the Bank (banker's clause). If the Borrower
shall fail to do so, then the Bank may obtain and
maintain such insurance and the expenses thereof shall
be payable entirely by theBorrower. ----
k. The Bank may at anytime during office hours enter the
godowns, warehouses or premises where the Inventory are
located, stored or kept or installed to inspect the
existence and condition of the Inventory which the
Borrower holds in trust for the Bank pursuant to this
Fiduciary Transfer Agreement. ------------------------
Entry upon the premises or any part thereof where the
Inventory are located for the purpose of inspection
mentioned above shall not constitute an act of
trespass. --------------------------------------------
All costs, expenses and fees payable for or in
connection with such inspection and supervision shall
be borne by the Borrower. ----------------------------
l. In the event of the occurrence of an event of default
under article 11 of the Agreement, the Bank shall be
entitled to terminate the custody and use of the
Inventory by the Borrower and the Inventory shall
immediately thereupon be surrendered to the Bank. ----
The Bank is hereby irrevocably authorized by the
Borrower to give such directives to the Borrower's
personnel in charge of the Inventory as the Bank may
deem fit, in order to take possession of and to
foreclose on the Inventory and apply for any assistance
and consent from competent officials of the Republic of
Indonesia. -------------------------------
The Borrower renounces all any rights to contest or
protest against any and all of the Bank in this regard
and the Bank shall be fully entitled and is hereby
authorized to enter and use the Borrower's premises,
warehouses and godowns wherever the Inventory may be
stored, located or kept, to store the Inventory in the
Borrower's premises, warehouses or godowns, pending a
foreclosure sale, to sell or otherwise dispose of the
Inventory in a private or public sale at any time or
place against a reasonable price and under terms and
conditions determined by the Bank in good faith,
subject to applicable rules, to apply for
consentthereto to the extent required, and in general
toperform anything and everything necessary or useful
in connection with the Inventory as determined by the
Bank, to sell the Inventory, and if necessary, to
store, maintain and manage the Inventory, pending a
foreclosure sale, all for the Borrower's account. ----
In exercising any right of use in respect of any part
of the Inventory it shall not be necessary for the Bank
to prove the amounts of the Debts and the Bank shall
be entitled for the purpose of anyand all acts required
to effectuate the security interest provided for herein
to determine such amounts and all expenses which are to
be borne the Borrower on the basic of the books and
records of the Bank . ----------------------
The purchaser of any of the Inventory shall hold the
sum absolutely free from any claim or right of any kind
or any right of reclaim by the Borrower,all of which
are hereby waived and released by the Borrower.-
The Bank shall apply the proceeds of each sale
ordisposal of the Inventory first towards any costsand
 expenses incurred by the Bank or any representative
thereof in connection with taking possession of the
Inventory and the sale or other disposition thereof and
second towards satisfaction of the Debt, and any other
obligations and liabilities of the Borrower to the Bank
under the Agreement and the Security Documents.
-------------------------------------------
Any surplus shall be remitted to the Borrower or as a
court of competent jurisdiction may otherwise direct,
without any obligation to the Bank to payindemnity
and/or interest thereon. In the event the proceeds of
sale do not satisfy the said costs, expenses and the
Debts of the Borrower to the Bank, the Borrower shall
remain -liable for any amount then indebted by the
Borrower to the Bank. --------------------------------
m. The Borrower will pay all expenses incurred in relation
to the Inventory, insurance premiums and legal fees of
every kind incidental to preparation, and negotiation
of this Fiduciary Transfer Agreement and the
enforcement of any of the provisions hereof, or of all
or any part of the Debts or any actual or attempted
sale of any of the Inventory or any other expenses
incurred by the Bank in connection with the enforcement
hereof. ----------------------------------Any such
expenses incurred by the Bank shall be added to the
Debts due under the Agreement and shall be entitled to
all of the benefits thereof and hereof. --
n. The Borrower agrees that this security shall not be
considered as satisfied by any intermediate payment of
satisfaction of the Debts but shall be a continuing
security and shall extend to cover any sums of money
which now or at any time hereafter may be due and owing
 by the Borrower to the Bank on any account hereinbefore
described. ------------------------------
o. The Borrower represents and warrants to the Bank as
follows : --------------------------------------------
(i) that the Borrower is and will be the legal
owner of the Inventory and is fully entitled
and under no impediment to execute this
Fiduciary Transfer Agreement ; ----------------
(ii) that the Inventory are not encumbered or
attached and are not involved in any dispute
whatsoever with any third party ; -------------
(iii) That this Fiduciary Transfer Agreement forms an
integral and inseparable part of the Agreement.
p. no failure to exercise and no delay in exercising any
right, power or privileges hereunder of the part of the
Bank shall operate as awaiver there of, nor shall any
single or partial exercise of any rights, power or
privileges preclude any other orfurther exercise
thereof or the exercise of any other power or rights.-
The rights and remedies herein provided are cumulative
and not exclusive of any rights or remedies provided by
law. ----------------------------------------------
q. Upon request of the Bank, the Borrower shall endorse
and deliver to the Bank all relevant document of title
of the Inventory. ------------------------------------
r. The transfer of proprietary rights as provided inthis
Fiduciary Transfer Agreement is made under the
condition that in the event the Borrower has repaid the
Debts to the Bank under the Agreement in full,
evidenced by a statement of the Bank to that effect,
the ownership rights on the Inventory shall by law
revert to the Borrower. ------------------------------
-------------- Article 3 : POWER OF ATTORNEY. -------------
3.1. If the course of enforcing any rights under this
Fiduciary Transfer Agreement, it is necessary for the
Bank to act for and on behalf of the Borrower, the
Borrower hereby authorizes and gives -full power of
attorney to the Bank with full right and power of
substitution, to accomplish such purpose and to do and
perform any and all acts necessary or incidental to the
execution of those rights. -----------------------
3.2. All powers of attorney provided by the Borrowerto the
Bank under and pursuant to this Fiduciary Transfer
Agreement form important and inseparable parts of this
Fiduciary Transfer Agreement which would not have been
made by parties hereto without saids powers of
attorney. Consequently, such powers of attorney are
irrevocable and shall not terminate for whatsoever
reasons or cause and parties hereto waive articles
1813, 1814 and 1816 of the Civil Code (kitab Undang-
Undang Hukum Perdata) of the Republic of Indonesia. --
------------------ Article 4 : NOTICES. -------------------
All notices to be provided for herein shall be given by
telex or registered mail and addressed as follows:---------
”To the Borrower” : "P.T. BINA GUNA KIMIA", ---------------
Jalan ___________
Telephone :
Telex :
Facsimile :
”To the Bank” : "P.T. ANZ PANIN BANK", --------------------
Jalan ___________
Telephone :
Telex :
Facsimile :
or to such other address or telex or facsimile number as any
party may by not less than 10 (ten) days prior written
notice advised the other parties hereof. ------------------
-except as otherwise provided in the Fiduciary Transfer
Agreement, notice shall be deemed received : --------------
(i) if personally delivered, on the date of ------delivery,
--------------------------------------------
(ii) if transmitted by postage prepaid registered air mail,
on the date 5 (five) days after posting, and ---------
(iii)if transmitted by telex or facsimile on the date of
transmission (with confirmed answerback) ; -----------
-provided that any communication or document to be made or
delivered to the Bank shall be deemed received only when
actually received by the Bank. ----------------------------
-------- Article 5 : GOVERNING LAW AND DOMICILE. ----------
5.1. The validity, construction, interpretation and
enforcement of this Fiduciary Transfer Agreement and
any document, instrument or agreement contemplated
herein and all rights, remedies, powers, privileges,
duties, obligations and liabilities hereunder shall be
governed by the laws of the Republic of Indonesia ; and
--------------------------------------------------
5.2. With respect of this Fiduciary Transfer Agreement and
all its consequences hereof, the Borrower hereby elects
the legal and permanent domicile at the Registrar's
Office of Court of Central Jakarta in Jakarta (Kantor
Panitera Pengadilan Negeri Jakarta Pusat di Jakarta),
provided that nothing herein or therein contained
shall prevent the Bank from proceeding at its election
against the Borrower in any other courts of justice in
the Republic of Indonesia.-
------------------- IN WITHNESS 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 miss _____, Sarjana Hukum, both assistants
of Notary and residing in Jakarta, as witnesses.
This deed having been read out by me, Notary, to
theappearers and witnesses, was signed immediately by the
appearers, the witnesses and me, Notary. -------------------
done with alteration. -----------------------------------
The original deed is signed properly. ---------------------
Given as a true copy.

Notary in Jakarta.