<DOCUMENT>
<TYPE>EX-4.11
<SEQUENCE>11
<FILENAME>u92256exv4w11.txt
<DESCRIPTION>EX-4.11 MASTER PROCUREMENT PARTNERSHIP AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.11



                    MASTER PROCUREMENT PARTNERSHIP AGREEMENT

                       NO. K. TEL.217/HK.910/UTA-00/2002

                            DATED DECEMBER 23, 2002

                                    BETWEEN

                         PERUSAHAAN PERSEROAN (PERSERO)
                       PT TELEKOMUNIKASI INDONESIA, TBK.

                                       AND

                               SAMSUNG CONSORTIUM
                        - SAMSUNG ELECTRONICS CO., LTD.
                             - PT MITRAGUNA INTIKOM

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>               <C>                                                                              <C>
CHAPTER 1.        GENERAL TERMS AND CONDITIONS...................................................   6

ARTICLE 1.        DEFINITIONS....................................................................   6

ARTICLE 2.        COMMENCEMENT AND DURATION OF AGREEMENT.........................................  15

ARTICLE 3.        PROJECT DESCRIPTION............................................................  16

ARTICLE 4.        SCOPE OF WORK AND DELIVERABLES.................................................  17

ARTICLE 5.        PROCUREMENT PARTNERING COVENANTS...............................................  20

ARTICLE 6.        IMPORTATION; LOCAL FACILITIES; COMPLIANCE WITH LICENSES AND PERMITS............  22

ARTICLE 7.        DELIVERY PROCEDURES............................................................  24

ARTICLE 8.        INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS....................................  26

ARTICLE 9.        FORCE MAJEURE..................................................................  32

ARTICLE 10.       TRANSFER OF RISK AND TITLE.....................................................  33

ARTICLE 11.       INDEMNIFICATION................................................................  33

ARTICLE 12.       EQUIPMENT MAINTENANCE AND SUPPORT..............................................  35

ARTICLE 13.       LIQUIDATED DAMAGES FOR DELAY...................................................  36

ARTICLE 14.       TERMINATION OF THE AGREEMENT...................................................  38

ARTICLE 15.       GOVERNING LAW..................................................................  41

ARTICLE 16.       SETTLEMENT OF DISPUTES.........................................................  41

ARTICLE 17.       LANGUAGE.......................................................................  44

ARTICLE 18.       CORPORATE REPRESENTATIONS AND WARRANTIES.......................................  44

ARTICLE 19.       CONFIDENTIAL INFORMATION.......................................................  45

ARTICLE 20.       NOTICE.........................................................................  45

ARTICLE 21.       GENERAL PROVISIONS.............................................................  47

CHAPTER 2.        COMMERCIAL TERMS AND CONDITIONS................................................  48

ARTICLE 22.       CONTRACT VALUE.................................................................  48

ARTICLE 23.       PRICES AND FEES................................................................  49

ARTICLE 24.       TAXES AND DUTIES...............................................................  50

ARTICLE 25.       INSURANCE AND SAFETY...........................................................  50
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>               <C>                                                                              <C>
CHAPTER 3.        FINANCIAL TERMS AND PAYG.......................................................  52

ARTICLE 26.       JOINT PLANNING SESSIONS, DESIGN REVIEW MEETINGS AND MONTHLY MEETINGS...........  52

ARTICLE 27.       INSTALLED LINE PROCUREMENTS....................................................  60

ARTICLE 28.       PURCHASE ORDERS AND PROCEDURES.................................................  61

ARTICLE 29.       PERFORMANCE BOND...............................................................  64

ARTICLE 30.       TERMINATION OF PURCHASE ORDERS.................................................  65

ARTICLE 31.       TERMS OF PAYMENT...............................................................  69

ARTICLE 32.       PAYG PAYMENTS..................................................................  71

ARTICLE 33.       GENERAL SERVICES PAYMENTS......................................................  75

ARTICLE 34.       INVOICING......................................................................  75

ARTICLE 35.       FINANCING OF TELKOM'S PAYMENT OBLIGATIONS......................................  76

ARTICLE 36.       CHANGE REQUEST PROCEDURES......................................................  77

ARTICLE 37.       RELOCATION OF EQUIPMENT........................................................  79

ARTICLE 38.       DETAILS OF PARTNER'S BANK ACCOUNTS.............................................  80

CHAPTER 4.        CONSORTIUM ORGANIZATIONAL MATTERS..............................................  80

ARTICLE 39.       CONSORTIUM MEMBERSHIP CRITERIA.................................................  80

ARTICLE 40.       ASSIGNMENT AND SUBCONTRACTING..................................................  80

ARTICLE 41.       INVOLVEMENT OF LOCAL ENTITIES..................................................  82

ARTICLE 42.       LOGISTICS......................................................................  83

ARTICLE 43.       INVENTORY......................................................................  84

ARTICLE 44.       LOCAL SUPPORT INFRASTRUCTURE...................................................  85

ARTICLE 45.       PROJECT MANAGEMENT.............................................................  86

ARTICLE 46.       RESEARCH AND DEVELOPMENT.......................................................  89

ARTICLE 47.       TRAINING, TRANSFER OF KNOW HOW AND DEVELOPMENT OF INTELLECTUAL PROPERTY........  90

ARTICLE 48.       MANAGEMENT FORUM...............................................................  93

ARTICLE 49.       DEVELOPMENT OF INDONESIAN INDUSTRY.............................................  93

CHAPTER 5.        TECHNICAL PROVISIONS...........................................................  94

ARTICLE 50.       GENERAL REQUIREMENT FOR EQUIPMENT..............................................  94
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>               <C>                                                                              <C>
ARTICLE 51.       QUALITY ASSURANCE..............................................................   95

ARTICLE 52.       SURVEY, DESIGN, AND PLANNING...................................................   95

ARTICLE 53.       SITE PREPARATION, ACQUISITION, RIGHTS OF WAY AND PERMITS.......................   97

ARTICLE 54.       INSTALLATION PROCEDURES AND STANDARDS..........................................   99

ARTICLE 55.       TESTING AND COMMISSIONING......................................................  101

ARTICLE 56.       INTEGRATION, INTEROPERABILITY AND COMPATIBILITY................................  111

ARTICLE 57.       CUT OVER PROCEDURES............................................................  113

ARTICLE 58.       COMPLIANCE WITH ENVIRONMENTAL STANDARDS........................................  114

ARTICLE 59.       DEVELOPMENT OF MEDIATION DEVICE................................................  115

ARTICLE 60.       DOCUMENTATION..................................................................  115

CHAPTER 6.        SERVICE LEVEL AGREEMENTS.......................................................  118

ARTICLE 61.       SERVICE LEVEL AGREEMENTS.......................................................  118

CHAPTER 7.        INTER-OPERABILITY AND CO-ORDINATION REQUIREMENTS FOR PACKAGE 1 AND PACKAGE 2...  119

ARTICLE 62.       GENERAL........................................................................  119

ARTICLE 63.       JPS, DRMs AND MONTHLY MEETINGS.................................................  120

ARTICLE 64.       COMMISSIONING TESTS............................................................  122
</TABLE>

APPENDICES

<TABLE>
<S>               <C>
Appendix 1        Details of Consortium Members
Appendix 2        Consortium Agreement
Appendix 3        Scope of Work
Appendix 4        Price Schedule
Appendix 5        Technical Specifications
Appendix 6        Demand Forecast
Appendix 7        Deployment Plan
Appendix 8        Project Management Plan
Appendix 9        Implementation Schedule
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>               <C>
Appendix 10       Local Infrastructure
Appendix 11       Pay as you Grow (PAYG)
Appendix 12       Purchase Orders
Appendix 13       Bill of Quantities
Appendix 14       Technical and Engineering Norms
Appendix 15       Financing Arrangements
Appendix 16       Project Schematic
Appendix 17       Quality Assurance Guidelines/Acceptance Test Procedures
Appendix 18       Change Request
Appendix 19       Training
Appendix 20       Service Level Agreement
Appendix 21       Inter-operability Commitment Agreement
Appendix 22       Documentation
Appendix 23       Technical Terms
Appendix 24       Non-Disclosure Agreement
Appendix 25       Performance Bond
</TABLE>

                                       iv
<PAGE>

                         MASTER PROCUREMENT PARTNERSHIP
                                   AGREEMENT

                        NO. K.TEL.217/HK.910/UTA-00/2002
                                23 DECEMBER 2002


THIS MASTER PROCUREMENT PARTNERSHIP AGREEMENT (the "Agreement") is made as of 23
December 2002

BETWEEN:

1.       PERUSAHAAN PERSEROAN (PERSERO) PT TELEKOMUNIKASI INDONESIA, TBK., a
         limited liability public State-owned company established under the laws
         of the Republic of Indonesia, having its head office at Jalan Japati
         No. 1, Bandung, in this legal action duly represented by KRISTIONO in
         his capacity as President Director, and having its office at Jl. Japati
         No. 1, Bandung, hereinafter referred to as "TELKOM".

and

2.       SAMSUNG CONSORTIUM, established based on Consortium Agreement dated 11
         December 2002, comprised of SAMSUNG ELECTRONICS CO., LTD, as leader of
         the consortium having its legal domicile in Seoul, Korea, for the
         purpose of signing of this Agreement being duly represented by Soon Ho
         Hong, in his capacity as Senior Vice President and General Manager,
         Telecommunication Systems Division, and PT MITRAGUNA INTIKOM, as a
         member of the Consortium, having its legal domicile in Jakarta,
         Indonesia, for the purpose of signing of this Agreement being duly
         represented by Budi F. Japadermawan, in his capacity as Director,
         hereinafter jointly referred to as "PARTNER".

         (TELKOM and PARTNER are individually hereinafter referred to as a
         "Party" and collectively as the "Parties").

WHEREAS

                                       5
<PAGE>

(A)      TELKOM is a telecommunications network and service provider which
         provides Fixed telecommunications services (fixed wireline and fixed
         wireless) and telecommunications infrastructure throughout Indonesia;

(B)      TELKOM has embarked on a significant investment program to modernize
         and expand its network infrastructure (the T-21 Program);

(C)      PARTNER under the control of the leading technology supplier, Samsung
         Electronics Co. Ltd., and having at least one Indonesian member with
         specialized telecommunications expertise, knowledge or infrastructure,
         has the necessary technical expertise, financial resources and
         strategic business interest in establishing a long term business
         partnership with TELKOM for the procurement of core network assets
         contemplated in the T-21 Program. Details of each Consortium members
         are set out in Appendix 1;

(D)      TELKOM, in accordance with the procedures established in the RfP dated
         21 February 2002 has selected and appointed PARTNER under the control
         of the leading technology supplier to enter into this Agreement for the
         purpose of implementing the T-21 Program.

CHAPTER 1. GENERAL TERMS AND CONDITIONS

Article 1. Definitions

1.1      Where the context permits, the following expressions shall have the
         following meanings:

         "BILL OF QUANTITIES" ("BoQ") means the bill of quantities set out in
         Appendix 2, as may be modified from time to time in accordance with
         Articles 26 and 36;

         "BUSINESS DAY(s)" means a day, other than a Saturday, Sunday or
         official Indonesian holiday, on which commercial banks in Jakarta are
         open for business during normal working hours;

                                       6
<PAGE>

"CHANGE REQUEST" means the forms attached as Appendix 18, which in accordance
with Article 36 shall be used to make any and all amendments, among others, to
the contents of a Purchase Order;

"COMMISSIONING" means the successful testing, integration and acceptance testing
of the Deliverables in a state ready for full commercial operation by PARTNER
as certified by TELKOM's issuance of either an Integrated System Acceptance Test
Certificate or a Partial Integrated System Acceptance Test Certificate in
accordance with the terms of this Agreement. "Commission" or "Commissioned"
shall be construed accordingly;

"CONSORTIUM" means the consortium consisting of a foreign company (Samsung
Electronics Co., Ltd) and one or more Indonesian companies including PT
Mitraguna Intikom, whose details are listed in Appendix 1 which have entered
into a consortium agreement dated 11 December 2002 as attached in Appendix 2;

"CONTRACT VALUE" means with respect to the overall value of the procurement
contract contemplated by this Agreement, the sum of all of the Purchase Orders
and with respect to each Purchase Order, the total payment (in USD and IDR as
the case may be) to be made by TELKOM to PARTNER under each Purchase Order for
all Deliverables to be supplied under the said Purchase Order(s) and for the
full and diligent performance by PARTNER of all of its obligations and covenants
under this Agreement, including all amounts payable to PARTNER for ownership or
license rights to inventions, patents, copyrights, trade secrets, registered
designs and any other Intellectual Property Rights embodied in or relating to
the Deliverables, and for costs of insurance, freight and all other costs
specified by this Agreement, subject to any variations expressly permitted under
this Agreement or the respective Purchase Order(s);

                                       7
<PAGE>

"CUTOVER PERIOD" means the time period set forth in Article 57.2;

"DELIVERABLES" means the equipment, components, software and Documentation to be
delivered and all related services to be performed by PARTNER pursuant to
Purchase Order(s);

"DEMAND FORECAST" means the demand forecast set out in Appendix 6 as updated
from time to time by the Parties during a JPS or DRM;

"DESIGN REVIEW MEETING" ("DRM") means a design review meeting conducted in
accordance with Article 26.2;

"DEPLOYMENT PLAN" means the number of installed lines that are projected to be
deployed in each year based on subscriber targets as set out in Appendix 7 and
as may be amended from time to time in accordance with Article 26;

"DIVRE" means a TELKOM Regional Division;

"DOCUMENTATION" means the documentation listed in Appendix 22;

"DOCUMENTATION ACCEPTANCE CERTIFICATE" means the certificate signed by TELKOM
indicating that it is satisfied the documentation provided by PARTNER complies
with the requirements of this Agreement;

"FIRST PURCHASE ORDER" means the CDMA2000-1X Initial Purchase Order Contract No.
K.TEL. 180/HK.940/UTA-00/2002 made between the Parties on 9th October 2002;

"FISCAL YEAR" means the financial year of TELKOM commencing January 1 and ending
December 31 of each calendar year;

                                       8
<PAGE>

"GOODS DELIVERY CERTIFICATE" means the certificate signed by TELKOM indicating
that the goods as delivered by PARTNER have been checked and inspected by TELKOM
in accordance with Article 7.3;

"IMPLEMENTATION SCHEDULE" means the time schedule and milestones set out in
Appendix 9 as amended from time to time in accordance with Article 26;

"INSTALLED LINE PROCUREMENTS" means the number of installed lines that will be
procured by TELKOM as agreed by the Parties in accordance with the flexible
procurement methodology contemplated in Article 27;

"INTEGRATED SYSTEM ACCEPTANCE TEST" OR "ISAT" means the integrated system test
to be performed upon completion of all Sub-systems and other tests (including
tests on measuring equipment and spare parts), in accordance with Article 55 and
Appendix 17 (Quality Assurance Guidelines/Acceptance Test Procedures);

"INTEGRATED SYSTEM ACCEPTANCE TEST CERTIFICATE" means the acceptance certificate
to be issued and signed by TELKOM after successful completion of an Integrated
System Acceptance Test;

"INTELLECTUAL PROPERTY RIGHTS" means patents, registered designs, designs,
copyrights, semiconductor mask works, and other forms of intellectual or
industrial property, know-how, inventions, formulae, confidential or secret
processes, trade secrets and confidential information, and any other protected
rights and assets, and any licenses and permits in connection therewith, in each
case in any part of the world and whether or not registered or registerable and
for the full period thereof and all extensions and renewals thereof, and all
applications for registration in connection with the foregoing;

                                       9
<PAGE>
"IOP AGREEMENT" means the Interoperability Commitment Agreement attached as
Appendix 21;

"IOP CERTIFICATE" means the certificate or statement issued and signed by TELKOM
confirming that PARTNER's equipment has passed all required interoperability
tests in accordance with IOP Agreement;

"JOINT PLANNING SESSION" ("JPS") means a joint planning session to be conducted
in accordance with Article 26.1;

"LOCAL CONTENT" means the equipment and services to be provided through Local
Indonesian Entities or in the Indonesian currency (IDR) amounting to at least
20% of the total Contract Value;

"LOCAL INDONESIAN ENTITIES" means individuals that are Indonesian nationals,
proprietary concerns or partnerships owned by Indonesian nationals, or companies
in which Indonesian nationals hold more than 51% shares. Subsidiaries of
international companies, their representative offices and agencies or agents
operating in Indonesia will not be considered as "Local Indonesian Entities" for
this purpose;

"LOCATION" means a location within a Project area relating to a TELKOM PSTN
switch (STO);

"NETWORK" means the telecommunications network to be designed, built and
supplied by PARTNER pursuant to this Agreement, more particularly described in
Appendix 3 (Scope of Work);

"PACKAGE 1" means as the context requires BSS procurement for DIVRE II;

"PACKAGE 2" means as the context requires, either (i) the nationwide package of
NSS procurement for TELKOM's Regional Divisions, excluding DIVRE III, or (ii)
the regional package of BSS procurement for DIVRE IV, V, VI and VII;

                                       10
<PAGE>

"PACKAGE LEVEL" means as the context requires, either (i) the nationwide package
of NSS procurement for TELKOM's Regional Divisions, excluding DIVRE III, or (ii)
the regional package of BSS procurement for DIVRE IV, V, VI and VII;

"PACKAGE LEVEL REQUIREMENT" means the constituent requirements of each Package
Level;

"PARTIAL INTEGRATED SYSTEM ACCEPTANCE TEST" means the integrated system test to
be performed upon completion of one or more Sub-systems and other tests
(including tests on measuring equipment and spare parts), in accordance with
Article 55 and Appendix 17) (Quality Assurance Guidelines /Acceptance Test
Procedures);

"PARTIAL INTEGRATED SYSTEM ACCEPTANCE TEST CERTIFICATE" means the acceptance
certificate to be issued and signed by TELKOM after successful completion of a
Sub-System Acceptance Test pursuant to Article 55.8 for which an Integrated
System Acceptance Test cannot be conducted within a period of thirty (30)
calendar days by reason of delays in testing of a Sub-system which TELKOM is
responsible to provide;

"PAYG PAYMENT PERIOD" means a period calculated in relation to the Purchase
Orders aggregated on a DIVRE basis in the same Quarter, such period commencing
from the last date of the Quarter in which the relevant Integrated System
Acceptance Test Certificate issued by TELKOM in relation to Commissioning of the
Deliverables in the relevant Purchase Order(s) and ending four (4) years later,
or upon TELKOM'S payment of the last PAYG payment due (of the last Purchase
Order issued), if earlier;

"PAYG VALUE" means the proportionate value of each Purchase Order payable
pursuant to Article 31.4;

                                       11
<PAGE>

"PERCENTAGE INDEX" means the index expressed as a percentage calculated in
accordance with Article 27.4;

"PERFORMANCE BOND" means the performance bond required to be delivered by
PARTNER to TELKOM pursuant to Article 29;

"PROJECT MANAGEMENT PLAN" ("PMP") means the project management plan to be
provided by PARTNER pursuant to Appendix 14;

"PROJECT" means the work to be undertaken by PARTNER for Package 2 of the T-21
Program pursuant to this Agreement for (i) either the nationwide package of NSS
procurement for TELKOM's Regional Divisions excluding DIVRE III, or (ii) the
regional package of BSS procurement for DIVRE IV, V, VI and VII;

"PURCHASE ORDER" means a document issued by TELKOM from time to time pursuant to
Article 28 and acknowledged by PARTNER for the supply and Commissioning by
PARTNER of all or parts of the Network and/or for the provision of services. Any
attachments or appendices to a Purchase Order and any amendments to a Purchase
Order in accordance with Article 36 shall form an integral part of the Purchase
Order

"QUARTER" means a calendar three month period, ending on March 31, June 30,
September 30, and December 31 of each calendar year;

"RfP" means the Request for Proposals for the T-21 Program dated 21 February
2002;

"SCOPE OF WORK" means the scope of work set forth in Appendix 3;

"SITE" means the site within a Location where a BTS is to be installed;

"SECOND PURCHASE ORDER" means the first Purchase Order to be issued by TELKOM
under this Agreement following issuance of the First Purchase Order;

                                       12
<PAGE>

"SLA" OR "SERVICE LEVEL AGREEMENT" means the 3-year service level agreement to
be entered into between the Parties as set forth in Article 61;

"SUBSCRIBER RECORDER" means the TELKOM's database system in the MSC/NSS in the
related DIVRE;

"SUBSCRIBER TARGET" means the number of lines to be deployed in the
DIVRE/Location for the relevant Quarter based on the Deployment Plan as updated
and determined at the related DRM;

"SUB-SYSTEM" means an MSC, IWF, SMSC, WAP Gateway, WAP Server, WIN, VMS, HLR,
VLR, Authentication Center, NSS NEM (equipment grouped as NSS); BSC, BTS,
transmission equipment BSS NEM (equipment grouped as BSS); PDSN, AAA, HA, DNS,
Fire wall, PDN's NEM (equipment grouped as PDN), and other similar or related
equipment, including all associated software and components;

"SYSTEM" means two or more Subsystems forming a network that is ready for
commercial service;

"SUB-SYSTEM ACCEPTANCE TESTS" means the tests to be performed upon completion of
particular Sub-systems in accordance with Appendix 17;

"TECHNICAL SPECIFICATIONS" means collectively, the technical specifications set
out in Appendix 5 and all specifications agreed pursuant to amendments to
Agreement or on a Purchase Order;

"TERRITORY" means TELKOM's Regional Divisions (DIVRE) IV, V, VI and VII covered
by BSS Package 2, whereas in the case of the NSS package, the Territory shall
comprise TELKOM's Regional Divisions excluding DIVRE III;

"TRAINING ACCEPTANCE CERTIFICATE" means the certificate signed by TELKOM
indicating that the training provided by PARTNER complies with the requirements
of this Agreement;

                                       13
<PAGE>

1.2      Technical Terms. Technical terms used in this Agreement (e.g., BTS,
         NSS) are defined in Appendix 23.

1.3      Writings. References in this Agreement to writings shall include
         typewriting, printing, lithography, photography, telefax, facsimile,
         e-mail and telex messages and any mode of reproducing words in a
         legible and non-transitory form.

1.4      Plural; Gender; Persons. Words importing the singular include the
         plural and vice versa; words importing a gender include every gender;
         and references to persons include bodies corporate or unincorporate.

1.5      Agreement. Any document expressed to be "in the agreed form" or
         "agreed" means a document approved by TELKOM and PARTNER and (for the
         purpose of identification) initialled on behalf of each of them.

1.6      Headings. Headings in this Agreement are used for convenience only and
         shall not affect the construction of this contract.

1.7      Days. In this Agreement, unless the context otherwise requires,
         references to a "day" shall mean a period of twenty-four (24) hours
         ending at 12 midnight. Whenever in this Agreement a period of time is
         referred to, the day upon which that period commences shall be the day
         after the day from which the period is expressed to run, or the day
         after the day upon which the event occurs which causes the period to
         start running.

1.8      References. References to Articles and Appendices are references to the
         Articles of and the Appendices to this Agreement. References to any
         laws or regulation shall be construed as references to those laws and
         regulations as from time to time amended or re-enacted.

                                       14
<PAGE>

1.9      Priority of Documents. In the event of any inconsistency between this
         Agreement and the Appendices, the terms and conditions in this
         Agreement shall prevail.

1.10     General and Specific Provisions. In the event of ambiguity over the
         application of any provision of this Agreement, this Agreement shall be
         interpreted to favour the specific meaning and/or application over the
         general meaning and/or application.

1.11     Appendices

Appendix 1     Details of Consortium Members
Appendix 2     Consortium Agreement
Appendix 3     Scope of Work
Appendix 4     Price Schedule
Appendix 5     Technical Specifications
Appendix 6     Demand Forecast
Appendix 7     Deployment Plan
Appendix 8     Project Management Plan
Appendix 9     Implementation Schedule
Appendix 10    Local Infrastructure
Appendix 11    Pay as you Grow (PAYG)
Appendix 12    Purchase Orders
Appendix 13    Bill of Quantities
Appendix 14    Technical and Engineering Norms
Appendix 15    Financing Arrangements
Appendix 16    Project Schematic
Appendix 17    Quality Assurance  Guidelines /
               Acceptance Test Procedures
Appendix 18    Change Request
Appendix 19    Training
Appendix 20    Service Level Agreement
Appendix 21    Inter-operability Commitment
               Agreement
Appendix 22    Documentation
Appendix 23    Technical Terms
Appendix 24    Non-Disclosure Agreement
Appendix 25    Performance Bond

Article 2.11   Commencement and Duration of Agreement

2.1      This Agreement shall become effective upon the latest to occur of (i)
         signing of this Agreement, and (ii) signing of the Service Level
         Agreement, and shall continue in effect until PARTNER and TELKOM have
         fully performed their respective obligations under this Agreement,
         unless earlier terminated in accordance with Article 14.

                                       15
<PAGE>

2.2      The Scope of Work related to Network deployment shall be carried out
         and completed within 42 months (six months after end of Fiscal Year
         2005), subject to the terms of this Agreement. The period for
         completion includes Sundays and government holidays, days for
         consultancies (meeting and documents approval) with TELKOM and the day
         for signing an Integrated System Acceptance Test Certificate.

2.3      TELKOM's obligations regarding payment for the Deliverables shall end
         upon TELKOM's payment of the last PAYG payment due, subject to the
         performance of TELKOM's obligations under this Agreement.

2.4      The initial term of the SLA to be entered into by the Parties pursuant
         to Article 61 shall be for a period expiring three (3) years from
         January 1, 2003, unless earlier terminated in accordance with the SLA,
         it being understood that the equipment supplied under the First
         Purchase Order under Contract No: K.TEL.180/NK.940/UTA-00/2002, dated
         9 October 2002, shall be covered under warranty until the SLA becomes
         effective.

2.5      The First Purchase Order is superceded by this Agreement and the
         quantities covered by the First Purchase Order, together with all terms
         and conditions of payment, including the PAYG payment methodology set
         forth in Article 32, are hereby deemed to be part of this Agreement.
         The First Purchase Order shall hereafter be deemed as having been
         issued pursuant to this Agreement.

Article 3.        Project Description

3.1      This Agreement is an umbrella contract covering the various steps
         involved in the T-21 Program, from demand forecasting, Network design,
         issuance of Purchase Orders, shipping and receiving, installation and
         commissioning, operation and maintenance support, customer utilization
         of the equipment, to the Pay As You Grow payment scheme as illustrated
         in the schematic in Appendix 16 (Project Schematic). Subject to
         agreement of the Parties on procurement requirements for Installed Line
         procurements in

                                       16
<PAGE>

         accordance with any adjustments agreed under the flexible procurement
         methodology contemplated for each JPS and DRM as set forth in Article
         26, PARTNER shall be obligated to undertake and be jointly responsible
         for the demand forecast and solely responsible for the survey, design,
         development, manufacture, delivery, supply, installation, integration
         and Commissioning of the Network, including all project management,
         training and other related services, on a turnkey basis.

3.2      "TURNKEY BASIS" means that pursuant to the Scope of Work once PARTNER
         receives a Purchase Order, PARTNER shall be jointly responsible for the
         demand forecast and solely responsible for the survey, design,
         development, manufacture, delivery, supply, installation, integration
         and Commissioning of the Network, and the remedying of any defects, so
         as to make the Network ready for service. PARTNER shall also do
         everything necessary as reasonably may be inferred from this Agreement
         as being required of PARTNER to perform all of its obligations under
         this Agreement. PARTNER shall provide all personnel, goods, consumables
         and other things and services, whether of a temporary or permanent
         nature, required in and for the design, execution, completion of the
         Network and the remedying of defects. TELKOM shall cooperate with
         PARTNER as it performs its obligations under this Agreement on a
         turnkey basis.

Article 4.        Scope of Work and Deliverables

4.2      The Scope of Work for this Project is set out in Appendix 3 (Scope of
         Work).

4.2      PARTNER agrees and undertakes to:

4.2.1    carry out the Scope of Work in a good and workmanlike manner in
         accordance with the Technical Specifications using materials necessary
         for the completion of

                                       17
<PAGE>

         the said works which are of the quality and standards specified in
         Appendix 5 (Technical Specifications);

4.2.2    be solely responsible for the correct design, quality and adequacy of
         the works and for the correct quantities of materials, articles and
         goods necessary for completion of the said works in accordance with
         Appendix 3 (Scope of Work) and Appendix 5 (Technical Specifications);

4.2.3    provide the equipment, components, software, and Documentation as
         specified in Appendix 3 (Scope of Work), Appendix 5 (Technical
         Specifications) and Appendix 4 (Price Schedule) and all cables,
         connectors and other miscellaneous materials required for completion of
         the Network in accordance with the terms of this Agreement. All such
         equipment, components, software and Documentation shall conform in all
         respects with the technical, capacity, functionality, design features
         and performance specifications set out in Appendix 5 (Technical
         Specifications);

4.2.4    conduct a survey, design, plan, develop, manufacture, deliver, install,
         test, Commission, and interconnect the equipment and software and
         provide all other services relevant or relating to the Network in
         accordance with Appendix 3 (Scope of Work), Appendix 5 (Technical
         Specifications) and Appendix 9 (Implementation Schedule), and otherwise
         in accordance with this Agreement;

4.2.5    perform the works under each Purchase Order in accordance with Appendix
         9 (Implementation Schedule) and complete each stage of the works by the
         relevant dates or times specified;

4.2.6    provide the Documentation to TELKOM in accordance with this Agreement;

4.2.7    provide land acquisition and frequency licence application services in
         accordance with this Agreement;

4.2.8    provide services to TELKOM upon request from TELKOM by the issue of a
         Purchase Order in accordance with the

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<PAGE>

         unit prices stated in Appendix 4 (Price Schedule);

4.2.9    provide technical personnel as specified in the Purchase Order in
         accordance with the prices stated in Appendix 4 (Price Schedule);

4.2.10   provide training in accordance with Article 47 of this Agreement;

4.2.11   perform and comply with all its other obligations under this Agreement
         and the respective Purchase Orders.

4.3      PARTNER shall ensure the proper interworking, interfacing and
         integration of the Network with the equipment and software of any third
         party vendor or other licensed operators in Indonesia which are
         connected to Network equipment, software, and systems specified in
         Appendix 3 (Scope of Work) and Appendix 5 (Technical Specifications) or
         if not so specified, then in accordance with best practice industry
         standards as agreed by the Parties.

4.4      PARTNER shall design the Network in such a way that, unless otherwise
         agreed in writing:

4.4.1    individual Sub-systems (including all services) are deployable
         regardless of the deployment status of other Systems or Sub-systems;

4.4.2    the Network can be readily scaled up or down to meet changing customer
         demand;

4.4.3    the Network can be readily migrated from a fixed or limited mobility
         network (allowing a subscriber to move within one BTS coverage area
         only) to a full mobility network in the future;

4.4.4    the Network can be readily migrated to a third generation (3G) based
         network in the future.

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<PAGE>

Article 5.        Procurement Partnering Covenants

5.1      The Parties agree to be guided by certain principles during
         implementation of this Agreement. The general principles set out below
         are intended to be implemented in good faith and are without prejudice
         to the rights and obligations of each Party contained in this
         Agreement;

5.1.1    TELKOM's objective to achieve the optimum performance of its
         telecommunications networks in order to provide the best possible
         service for its customers shall not be deemed incompatible with
         PARTNER's objective to sell its equipment and services on commercial
         terms for a sustained period;

5.1.2    The Parties agree that a key mutual objective is to support the
         development of the Indonesian telecommunications industry and economy
         through maximizing the amount of equipment, materials, manpower and
         services procured locally within Indonesia;

5.1.3    The Parties agree to conduct regular consultations to discuss the
         respective performance of the Network deployment with the aim of
         resolving amicably and promptly any disputes that may arise from time
         to time in the spirit of building joint business opportunities and
         creating mutual value together so as to create a responsive and stable
         commercial relationship between themselves;

5.1.4    PARTNER shall inform TELKOM as effectively and fully as possible, in
         good time, of possible problems with any Deliverables which have been
         delivered or which are to be delivered and of permitted material
         changes in costs, deliveries and developments previously agreed upon
         which may be relevant to TELKOM;

5.1.5    The Parties agree to inform each other as fully as possible of any
         circumstance relevant to the Deliverables affecting the
         telecommunication networks of TELKOM,

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<PAGE>

         so as to enable one another to respond quickly to technology or
         commercial developments. PARTNER shall grant TELKOM a right of first
         refusal with respect to future equipment purchases for use in Package 2
         exercisable within ninety (90) days of PARTNER's notification to TELKOM
         of its estimated prices in relation to any new telecommunications
         technology adaptable to Indonesia which has been developed by Samsung
         Electronics Co. Ltd. or by its affiliated companies, before such
         technology is offered to other telecommunications operators in
         Indonesia. With respect to equipment for use in Package 1, PARTNER
         shall offer equipment for use in Package 1 to TELKOM at least at the
         same time (if not earlier) as it offers the equipment to other
         telecommunications operators in Indonesia.

5.1.6    Subject to Chapter VII of this Agreement, PARTNER undertakes to consult
         and co-operate with other relevant suppliers of equipment and/or
         services relevant to this Agreement or to the Deliverables, in order to
         achieve optimum functioning of the Deliverables before, during and
         after delivery. Such consultation shall start at the earliest possible
         time and shall include technical support with the aim of achieving the
         optimum operation of the telecommunication networks of TELKOM;

5.1.7    The Parties shall pursue quality improvement and a degree of
         standardisation suitable for the integrated management of the
         telecommunication networks of TELKOM. To that end, PARTNER shall be
         capable of adapting the Network under the T-21 Program to
         state-of-the-art technology over the period of this Agreement;

5.1.8    One of TELKOM's key objectives in the T-21 Program is the purchase of
         equipment and services that conform to international standards while
         minimizing

                                       21
<PAGE>

         major capital expenditures. PARTNER shall work with TELKOM to bring its
         know-how and expertise to bear in meeting this objective. This means,
         for instance, that PARTNER must use its best endeavours to analyse and
         take into account the financial and technical consequences of
         introducing its technology developments for TELKOM, especially in
         relation to hardware and software delivered by PARTNER versus that
         which is already in place in the telecommunication networks of TELKOM.

5.1.9    PARTNER shall take all reasonable measures necessary to communicate to
         TELKOM the advantages and disadvantages of new technology developments,
         including the newest tested technology offered by Samsung Electronics
         Co. Ltd. or by its affiliated companies. PARTNER shall agree from time
         to time with TELKOM on additions or improvements to the "road map" of
         technological development and evolution contemplated for the Project
         which can be implemented during the course of the Project in a timely
         manner.

5.1.10   PARTNER has agreed that it shall not have exclusive rights in its
         Package 1 (NSS) and Package 2 (NSS and BSS) area to install, deploy
         equipment and/or provide services over the duration of the T-21
         Program, in consideration of which TELKOM has agreed to procure from
         PARTNER at least the minimum Installed Line Procurements as provided in
         Chapter 3.

Article 6.       Importation; Local Facilities; Compliance with Licenses and
         Permits

6.1      Except as may otherwise be agreed between the Parties, Deliverables
         which are imported into Indonesian shall be imported in the name of
         TELKOM but under the physical arrangement and management of PARTNER.
         All importation of Deliverables under this Agreement shall be
         calculated on a cost

                                       22
<PAGE>

         at Location/Site basis and shall be delivered at the agreed time and
         place and in accordance with applicable Indonesian regulations and this
         Agreement. PARTNER shall initially fund the payment of any import VAT,
         sales tax on luxury goods, if applicable, prepayment of income tax
         (Article 22) on imports, import or customs duties and all clearance
         costs in relation to all imports. PARTNER shall at its own cost obtain
         all required Indonesian import permits and approvals necessary to
         import any equipment, components, spare parts and software into
         Indonesia in the name of TELKOM. TELKOM shall cooperate with PARTNER in
         this process and provide PARTNER with all documents reasonably
         requested by PARTNER in connection with any import application required
         to include TELKOM's name for purposes of importation. TELKOM shall
         ensure prompt signature and delivery of documents required by the
         competent authorities for such purposes.

6.2      TELKOM shall reimburse PARTNER for its prepayment of import VAT and
         income tax (Article 22) on imports within twenty-one (21) Business
         Days after receipt of a complete invoice from PARTNER. Customs duties
         are included in the Contract Value and will be paid by TELKOM in
         accordance with Articles 31 and 32. In the event a waiver is not
         forthcoming and sales tax on luxury goods is assessed against any
         Deliverables imported into Indonesia, the cost of such tax shall be
         added to the Contract Value and be paid by TELKOM in accordance with
         Articles 31 and 32.

6.3      PARTNER shall maintain complete and accurate inventory records of the
         movement of such equipment after importation into Indonesia in
         accordance with recognised industry practices and ensure that all
         equipment imported into Indonesia pursuant to any Purchase Orders shall
         be stored separately from all other equipment to facilitate inspections
         by Indonesian customs authorities. Any imposition of customs duties or
         penalties

                                       23
<PAGE>

         due to any act, default or omission of PARTNER in breach of this
         provision shall be borne by PARTNER.

6.4      PARTNER shall comply with the requirements of all local laws,
         regulations, and decrees and with the lawful requirements of other
         authorities in any way affecting any equipment, components or software
         procured under this Agreement.

6.5      PARTNER will be responsible, at its own cost, for obtaining in a timely
         fashion all necessary export permits, licenses, and approvals from the
         country of origin and any intermediate locations, including the payment
         of any and all levies for freight handling and other costs related to
         such permits, licenses and approvals.

Article 7.        Delivery Procedures

7.1      All physical deliveries of Deliverables covered by Purchase Orders
         shall be accompanied by a consignment note, which includes:

7.1.1    Name and registered office of PARTNER;

7.1.2    Purchase Order number;

7.1.3    Date of shipment and delivery;

7.1.4    Quantities included; and

7.1.5    Shipping documents (such as bill of lading or air way bills) and/or
         inland delivery documents.

7.2      Delivery of equipment to the intended Location/Site shall be
         implemented by reference to complete Systems or Sub-systems and not
         piecemeal, except as otherwise mutually agreed between the Parties.

7.3      TELKOM shall conduct a goods delivery inspection pursuant to Article
         55.6 on delivery of goods at the intended Location/Site.

                                       24
<PAGE>

7.4      PARTNER shall be responsible for delivery of the equipment, components
         and software from the country of origin to the point of landing in
         Indonesia, and from the point of landing to the intended Location/Site
         as specified in the applicable Purchase Order in accordance with
         Appendix 9 (Implementation Schedule). PARTNER shall be responsible for
         all inland transportation shipping costs to the intended Location/Site.

7.5      PARTNER represents and warrants that all equipment and components
         delivered are type-approved by the relevant authorities in Indonesia
         and have passed quality assurance by TELKOM in accordance with the
         quality assurance guidelines set forth in Appendix 7 (Quality Assurance
         Guidelines / Acceptance Test Procedures).

7.6      PARTNER shall be responsible for the provision and cost of any of the
         following facilities, equipment and services that may be required by
         PARTNER and its staff;

7.6.1    all locally engaged skilled and unskilled personnel, including
         electricians, wiremen, laborers, tradesmen, artisans, and their
         equipment and tools;

7.6.2    any work and/or entry permits, licenses, visas, etc., necessary for
         personnel employed or temporarily engaged by PARTNER and its
         sub-contractors, and any income taxes incurred by such personnel or
         corporate income taxes;

7.6.3    transportation (including, without limitation, to and from any
         Location/Site), housing and medical facilities for such personnel as
         may be necessary;

7.6.4    equipment, tools and other resources necessary for such personnel to
         complete the works;

7.6.5    telephone, telegram, telex, modem, internet and facsimile services;

7.6.6    security, warehousing, storage and office facilities; and

                                       25
<PAGE>

7.6.7    customs and/or excise duties on tools, equipment and personal effects
         of PARTNER staff.

Article 8.        Intellectual and Industrial Property Rights

8.1      PARTNER warrants:

8.1.1    that it has or will obtain prior to installation all Intellectual
         Property Rights necessary to enable PARTNER to meet its obligations
         under this Agreement; and

8.1.2    that the Contract Value includes all amounts paid or payable for the
         rights to use all Intellectual Property Rights embodied in the relevant
         System, and all equipment, components, software and Documentation
         forming a part of any Deliverables.

8.2      PARTNER shall grant or shall cause to be granted to TELKOM a
         royalty-free, world-wide, irrevocable, non-transferable (except as set
         forth in this Article), non-exclusive and perpetual license or sub-
         license, as the case may be, to use the proprietary intellectual
         property of PARTNER or its constituent members or any third party
         (including the employees or agents of PARTNER and any sub-contractors)
         to enable TELKOM to use such proprietary intellectual property in
         connection with the repair, maintenance, operation and use of the
         relevant System, Sub-systems, equipment, software, components and
         related Documentation to the extent contemplated by this Agreement.

8.3      PARTNER further warrants that the supply or undertaking of any item of
         the equipment, software, components, services and related
         Documentation, will not infringe (or cause TELKOM to infringe) any
         third party Intellectual Property Rights. PARTNER shall indemnify and
         hold harmless TELKOM at all times from all direct damages, costs and
         expenses arising from any claim or demand based on an allegation of
         such infringement. PARTNER shall, at the request of TELKOM, defend at

                                       26
<PAGE>

PARTNER's own cost any or all such claims or demands, provided TELKOM:

(a)      gives PARTNER prompt written notice of such claim;

(b)      permits PARTNER to defend or settle the claim;

(c)      does not admit liability in respect of the whole or any part
         of the claim or agrees to settle or dispose of the claim; and

(d)      provides all reasonable assistance to PARTNER in defending or
         settling the claim.

This indemnity shall not apply where the liability arises:

(a)      solely as a result of modifications to the Deliverables or
         mandatory instructions made by TELKOM without the approval of
         PARTNER;

(b)      from the combination of the Deliverables with any equipment
         not supplied by PARTNER, and if without TELKOM having made
         that combination the claim of infringement would not have been
         valid; the indemnification shall, however, be applicable if
         PARTNER has provided the system integration services which
         caused the infringement;

(c)      use of the Deliverables by TELKOM other than as contemplated
         in this Agreement;

(d)      TELKOM'S continued use of the Deliverables after notification
         by PARTNER of any modification or changes in the Deliverables
         required to avoid infringement claims.

                                       27
<PAGE>

8.4      TELKOM agrees that it shall use the applicable software procured
         pursuant to this Agreement only for its business purposes, and shall
         not market or otherwise commercialize it. The software license so
         granted shall authorize TELKOM to undertake all activities related to
         and/or as reasonably required for the intended use of the relevant
         equipment. The software license shall become effective at the latest
         upon TELKOM's issuance of the Integrated System Acceptance Test
         Certificate related to the applicable software and shall be limited to
         the right to use the software to operate the related equipment. TELKOM
         shall not assign, transfer or sub-license such software without the
         prior written consent of PARTNER, which consent shall not unreasonably
         be withheld or delayed.

8.5      TELKOM shall be entitled to make copies of the applicable software for
         back-up purposes only. TELKOM shall be entitled to make copies of
         software Documentation for internal use and for archival purposes. Use
         by TELKOM's affiliates in Project-related activities, shall be with
         PARTNER'S approval. TELKOM may not de-compile the software, except as
         permitted by law. Prior thereto, TELKOM shall provide PARTNER with
         reasonable advance written notice and an opportunity to provide the
         required interfacing information in lieu of TELKOM's exercising its
         rights to de-compile the software.

8.6      If, owing to the relevant equipment or its use, a right of a third
         party is infringed or an unlawful act is committed against a third
         party, PARTNER shall, at its own expense and in consultation with
         TELKOM:

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<PAGE>

8.6.1    replace the equipment or part of the equipment with equivalent
         equipment or parts of the equipment which do not infringe a right of a
         third party or whose use does not in any other way constitute an
         unlawful act against a third party; or

8.6.2    acquire a license in respect of the said right; or

8.6.3    modify the equipment in such a way that the infringement or unlawful
         act is terminated, provided that modification and/or replacement shall
         not cause the functionality and/or quality of the equipment to be
         materially reduced.

8.7      PARTNER and/or its sub-contractors shall provide TELKOM with the
         interface specification of the applicable software and with all
         Documentation and information in order to enable TELKOM to make
         external enhancements and/or modifications to the relevant equipment or
         add additional functionality to the equipment and/or to achieve
         interoperability and compatibility. PARTNER shall be relieved from its
         indemnification obligations to the extent the claim is caused by TELKOM
         enhancements and/or modifications.

8.8      If the central processing unit on which the applicable software is
         installed becomes temporarily unavailable, such software may be
         temporarily transferred to an alternative central processing unit. If
         TELKOM desires to use the software in a service bureau mode (i.e. to
         provide computing services to another supplier of similar services),
         TELKOM shall request a meeting with PARTNER in which the Parties shall
         discuss the required terms and conditions under which PARTNER would
         enter into a written agreement permitting such use.

8.9      All new Intellectual Property Rights jointly created or developed by
         the Parties during the term of this Agreement ("Joint New Rights") will
         belong to the Parties

                                       29
<PAGE>

         jointly. Each Party agrees to sign and execute all such forms and
         documents as may be necessary or desirable to effect ownership of the
         Joint New Rights or to procure, effect or maintain registration of any
         Joint New Right by the Parties jointly and each Party shall procure
         that all its employees renounce all rights or title to any invention
         including any demand for compensation. The Parties shall agree on how
         any royalties are to be shared from the licensing of such Joint New
         Rights to third parties prior to commercialisation.

8.10     Each Party will be entitled to use and exploit Customized Software (as
         defined in Article 8.12), without reference to the other Party and
         without obligation to account to the other Party for any profit of that
         exploitation, provided that neither Party will assign, charge,
         otherwise transfer any of its rights in the Customized Software whether
         in whole or in part without the prior written consent of the other
         Party, whose consent will not be unreasonably withheld or delayed. Each
         Party hereby agrees that it shall give the other Party notification in
         writing prior to commencing any action, suit or claim, whether civil or
         criminal, against any third party to enforce their rights under the
         Customized Software. If necessary, the other Party agrees to be joined
         as a co-plaintiff or co-complainant, and the initiating Party shall
         bear all the costs of litigation and shall receive all the benefits of
         any judgement or damages awarded, unless the other Party agrees to
         share the costs of the litigation, in which case each Party shall
         receive a share of all the benefits of any judgement or damages awarded
         in proportion to that Party's contribution to the costs of instituting
         the litigation.

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<PAGE>

8.11     If either Party is of the view that the Joint New Rights or Customized
         Software are patentable or otherwise protectable by registration, it
         will promptly communicate this to the other Party and the Parties will
         liase to decide whether to seek patent or other registration or
         protection (the "Protective Application"). The Parties shall agree
         regarding which countries to seek and maintain the Protective
         Application, related matters as to the scope and maintenance of claims
         and other issues concerned with the prosecutions of the Protective
         Application and whether to pay renewal fees. If the Parties cannot
         agree, the decision will be in favour of seeking and maintaining the
         Protective Application, except that either Party may choose at any time
         to assign its rights to the Protective Application to the other Party
         if it wishes and if the other Party accepts. The costs and expenses of
         seeking and maintaining the Protective Application will be borne
         equally between the Parties unless one Party has decided to assign all
         its rights to the Protective Application to the other Party in which
         case the other Party will bear the full costs and expenses.

8.12     All Intellectual Property Rights in Customized Software shall be owned
         jointly by TELKOM and PARTNER. The Parties agree to execute or have
         executed any Documentation reasonably required or desirable to effect
         such joint ownership of rights, and/or their registration. "Customized
         Software" under this Article 8 means any software and its associated
         source code, related specifications, engineering drawings, notes,
         processes, designs, software documentation, and all other information
         and documents specially written for TELKOM as part of the performance
         of this Agreement. Customized Software includes newly created modules
         to be interfaced with software which is proprietary to PARTNER at the
         date of this Agreement, unless specifically provided otherwise. PARTNER
         shall provide TELKOM with a full copy of the

                                       31
<PAGE>

         software and the related materials referred to above (including its
         source code) when the Customized Software is installed or updated.

Article 9.        Force Majeure

9.1      Neither Party shall be liable for delays in delivery or performance, or
         for failure to manufacture, deliver or perform when caused by any of
         the following which are beyond the reasonable control of the delayed
         Party, including but not limited to acts of God, acts of the public
         enemies, acts of civil or military authority, acts of war, acts of
         terrorism, riots, strikes, lockouts, other labor disturbances,
         hurricanes, earthquakes, fires, floods or other natural disasters,
         epidemics and embargoes or a change to any government of Indonesia law,
         regulation, decree or government department policy having the force of
         law which has a material adverse impact on the ability of a Party to
         perform this Agreement.

9.2      Any occurrence belonging to a Force Majeure category shall be notified
         immediately to the other Party not later than fourteen (14) days after
         such occurrence. If an event of Force Majeure causes TELKOM to fail to
         pay any amounts due for a period of more than ninety (90) days, any of
         the Parties may terminate this Agreement. Any other event of Force
         Majeure continuing for a period in excess of 6 months shall entitle any
         of the Parties to terminate this Agreement.

9.3      In the event that due to Force Majeure the implementation of this
         Agreement or relevant agreement, acceptance test, integration, drive
         test or other matters

                                       32
<PAGE>

         provided for in this Agreement are suspended, the implementation period
         shall be extended by the numbers of days equal to the duration of such
         suspended implementation.

9.4      Neither Party shall be liable for any losses suffered by the other
         Party arising as a result of Force Majeure.

Article 10.       Transfer of Risk and Title

10.1     The transfer of operational risk from PARTNER to TELKOM shall take
         place when the respective Deliverables have been installed, and the
         relevant Integrated System Acceptance Test Certificate has been issued
         by TELKOM.

10.2     Legal title and other rights to the relevant Deliverables shall only
         pass to or vest in TELKOM at the time the Integrated System Acceptance
         Test Certificate is issued, and PARTNER's approval of the escrow
         arrangement contemplated in Appendix 15 (Financing Arrangements).

Article 11.       Indemnification

11.1     Without prejudice to any other provisions of this Agreement, PARTNER
         shall indemnify and hold TELKOM harmless from all direct damages, cost
         and expenses arising from any Claims (as defined below), if Claims
         arise:

11.1.1   as a result of a failure by PARTNER to perform its obligations pursuant
         to this Agreement, Purchase Orders or other specific agreement related
         to these agreements:

11.1.2   in connection with the work carried out pursuant to its obligations
         under this Agreement, unless the occurrence of the damage is not
         attributable to PARTNER;

11.1.3   in connection with the faulty design of the equipment or any other
         material or supplies which are supplied by PARTNER;

                                       33
<PAGE>

11.1.4   in connection with an infringement of any Intellectual Property Rights
         or industrial property right belonging to a third party in relation to
         Article 8.3;

11.1.5   in connection with any Claims including, without limitation, any fines
         or other penalties suffered by TELKOM as a result of the violation by
         PARTNER or any of its employees or agents of any laws or regulations in
         Indonesia related to Article 6;

11.1.6   in connection with any interruption to the Network under Article 57.4;

11.1.7   for personal injury to and death of any persons and damage to any
         property arising out of the performance of this Agreement due to acts
         or omissions whether negligent or otherwise of PARTNER, its employees,
         agents or sub-contractors;

11.1.8   loss or damage caused by the gross negligence or wilful act, fault or
         omission of PARTNER, its employees, agents or sub-contractors,
         including without any limitation any damage or interruption to TELKOM's
         existing Network during the migration to the new network to be provided
         by PARTNER; or

11.1.9   in connection with termination by TELKOM for non-delivery of contracted
         equipment, components or software.

         Provided that TELKOM:

         (a)      gives PARTNER prompt written notice of such Claim;

         (b)      permits PARTNER to defend or settle the Claim;

                                       34
<PAGE>

         (c)      does not at any time admit liability in respect of the whole
                  or any part of the Claim or agrees to settle or dispose of the
                  Claim; and

         (d)      provides all reasonable assistance to PARTNER in defending or
                  settling the Claim.

11.2     "CLAIMS" shall mean any demands, claims, actions, liabilities, losses,
         damages awarded by a court or arbitration tribunal against TELKOM,
         costs (including legal and other professional costs), penalties and
         expense incurred by TELKOM as a result of a breach by PARTNER or any
         sub-contractor of any of its obligations, representations, undertakings
         or warranties under this Agreement.

Article 12.       Equipment Maintenance and Support

12.1     PARTNER undertakes that the Scope of Work will be executed in
         accordance with terms and any conditions of this Agreement and any
         Purchase Orders.

12.2     PARTNER warrants that all equipment and Network Systems and Sub-systems
         to be delivered to TELKOM are 100% (one hundred per cent) new, having
         no hidden defect and shall not have originated through unlawful
         procurement or manufacturing practices. PARTNER shall further undertake
         that all equipment (both hardware and software) delivered to TELKOM
         under this Agreement shall have a product life of at least ten (10)
         years from the date of issuance of the respective Integrated System
         Acceptance Test Certificate, or from the time the equipment is used
         commercially by TELKOM, whichever occurs first, provided that TELKOM
         has:

         (a)      materially complied with the terms of the SOP and SMP (as
                  referred to in Article 60.1.2); and

                                       35
<PAGE>

         (b)      not made any material modifications or changes to the
                  equipment (both hardware and software) delivered to TELKOM.

12.3     If, upon the expiry of any applicable SLA period, TELKOM requires
         maintenance assistance for the equipment from PARTNER, PARTNER agrees
         to carry out such maintenance including replacement of the same or
         comparable spare parts within the life time of the equipment as
         referred to in Article 12.2, with costs thereof as agreed at least
         ninety (90) days prior to the expiration of the applicable SLA.

12.4     PARTNER warrants that all equipment supplied to TELKOM is in accordance
         with Appendix 3 (Scope of Work) and Appendix 5 (Technical
         Specifications) and the execution of the works is in accordance with
         this Agreement and best practice standards as agreed by the Parties.

Article 13.       Liquidated Damages for Delay


13.1     PARTNER shall be deemed to have failed to perform an obligation under
         this Agreement for reasons for which it can be held responsible, if
         after the performance has become due and PARTNER has been given due
         notification of non-performance with a reasonable time allowance not
         exceeding thirty (30) days to rectify or correct the failure to perform
         condition, it has not fulfilled the obligation or has not fulfilled it
         in time or in accordance with what has been agreed upon. Without
         limitation, among other examples of delays by PARTNER are the
         following:

13.1.1   the Deliverables stated in the respective Purchase Order or specific
         agreement has not met the acceptance criteria at the agreed date on a
         per Location/Site basis;

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<PAGE>

13.1.2   the contracted equipment or software to be delivered is not available
         at the time and place committed by PARTNER in accordance with the terms
         and schedules of the respective Purchase Order, including without
         limitation where the delay results from damage or loss of goods during
         shipment;

13.2     PARTNER shall not be responsible to TELKOM for non-performance if the
         non-performance is a result of (i) late or non-performance of TELKOM
         or (ii) delays in acquiring land, provided PARTNER has been diligent
         and used its best endeavours during the land acquisition process, it
         being agreed that the cost of the land acquisition process itself for
         which PARTNER is responsible shall not be a reason for PARTNER seeking
         to excuse its delayed performance. In such event, PARTNER shall be
         entitled to an appropriate extension of time for the performance of its
         obligations. PARTNER shall take all reasonable steps to minimize the
         impact of the delay and shall promptly notify TELKOM in writing, with
         supporting details, of the extension of time required. PARTNER's
         entitlement to extension of time shall be limited to the time which
         would have been due if it had given prompt notice and had taken all
         reasonable steps.

13.3     The liquidated damages for each day of delay shall be calculated on the
         basis of a percentage of the Contract Value specified in the respective
         Purchase Order related to the delayed Location in the amount of 6% per
         annum, up to a maximum of 5% of the said Contract Value in the
         applicable Purchase Order. For the avoidance of doubt if non-
         performance is not remedied within the remedial period permitted under
         Article 13.1, or as otherwise agreed by the Parties, then liquidated
         damages shall be payable starting from the first day following the
         remedial period.

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<PAGE>

13.4     Liquidated damages assessed for delays in performance pursuant to
         Article 13 shall be without prejudice to any other non-financial claims
         TELKOM may have in respect of delays for which PARTNER is responsible.
         These include without limitation, TELKOM's right: (i) to terminate this
         Agreement; and (ii) following discussions with PARTNER and acting
         reasonably with respect to the selection of a third party, to appoint
         the third party to continue this Agreement with respect to such works
         as may be able to be completed by third parties on condition that any
         excess amounts reasonably incurred for continuing such works as
         required shall be borne by PARTNER.

Article 14.      Termination of the Agreement

14.1     If PARTNER is in material breach of any of its obligations under this
         Agreement, which failure is not capable of being cured, or if it can be
         cured, and PARTNER shall have failed to cure such default within thirty
         (30) days or an agreed lapse of time after written notice requiring
         that such default be made good (given either under this Article 14.1 or
         pursuant to Article 13.1 and 13.2), then TELKOM shall have the right,
         at its election and without prejudice to other rights and remedies
         provided in this Agreement to terminate this Agreement and recover
         damages from PARTNER.

14.2     TELKOM shall be entitled to terminate all or part of this Agreement,
         and/or all or part of the Purchase Orders and/or any related agreement
         upon any of the following events:

14.2.1   PARTNER's breach of the interoperability Commitment Agreement;

                                       38
<PAGE>

14.2.2   PARTNER declares or clearly states that the Scope of Work, or any
         substantial part thereof, will not or cannot be completed;

14.2.3   PARTNER takes or has taken or instituted against it any action or
         proceeding, whether voluntary or compulsory, which has as an object or
         may result in the winding up of PARTNER (other than a voluntary winding
         up by members for the purpose of reconstruction or amalgamation), or is
         placed under official management or enters into a compromise or other
         arrangement with its creditors or any class of them or an
         administrative receiver or an administrator or receiver is appointed to
         carry on its business or to take control or possession of any of its
         assets for the benefit of its creditors or any of them;

14.2.4   PARTNER violates any law relating to the prevention of corruption or
         bribery in PARTNER's home country or any jurisdiction in which PARTNER
         is carrying out any of the works; or

14.2.5   The Parties have been unable to agree mutually acceptable financing
         arrangements for the Project pursuant to Article 35.1.

14.3     PARTNER shall not be entitled to terminate or abandon this Agreement
         except in the event that:

14.3.1   TELKOM takes or has taken or instituted against it any action or
         proceeding, whether voluntary or compulsory, which has as an object or
         may result in the winding up of TELKOM (other than a voluntary winding
         up by members for the purpose of reconstruction or amalgamation), or is
         placed under official management or enters into a compromise or other
         arrangement with its creditors or any class of them or an
         administrative receiver or an administrator or receiver is appointed to
         carry on its business or to take control or possession of any of its
         assets for the benefit of its creditors or any of them; or

                                       39
<PAGE>

14.3.2   TELKOM fails to pay any amounts due, or becomes unable to pay amounts
         to become due, for a period of more than six (6) months and during
         discussions with TELKOM during such period the Parties cannot agree on
         a satisfactory mechanism for payment and/or security for payments owed,
         including establishment of an escrow account or the provision of a bank
         guarantee by TELKOM acceptable to PARTNER. For the avoidance of doubt,
         if termination occurs under Article 14.3.1 or at the end of the period
         contemplated in Article 35.1, then in such circumstances all amounts
         owed to PARTNER shall become due and payable.

14.4     Termination of this Agreement shall be without prejudice to any accrued
         rights of the Parties up to the date of termination.

14.5     The termination of this Agreement or other specific agreement shall not
         affect or prejudice any provisions of those agreements which are
         expressly or by implication provided to continue in effect after such
         termination.

14.6     If this Agreement is terminated as provided in this Article 14, TELKOM,
         in addition to any other rights provided in this Article, may require
         PARTNER to transfer title and to deliver to TELKOM in the manner and to
         the extent directed by them upon full payment, any completed equipment,
         material or supplies, and such partially completed cable and materials,
         parts, tools, dies, jigs, fixtures, plans, drawings, information, and
         contract rights as PARTNER has had specifically produced or
         specifically acquired for the performance of such part of this
         Agreement as may have been terminated and which if this Agreement had
         been completed, would have been required to have been furnished to
         TELKOM. In addition, PARTNER shall, upon the direction of TELKOM,
         protect and preserve property in its possession in which TELKOM have an
         interest. PARTNER shall be paid the prices specified in Appendix 4
         (Price Schedule) for completed equipment, material and supplies
         delivered and services performed, and the amounts agreed

                                       40
<PAGE>

         upon by TELKOM and PARTNER for the manufacturing materials delivered to
         TELKOM by PARTNER, and for the protection and preservation of property
         in which TELKOM have an interest.

14.7     If this Agreement is terminated in accordance with Article 14.2, TELKOM
         may elect to take over and to complete the work. In such event,
         PARTNER, shall, without prejudice to any other rights or remedies of
         TELKOM hereunder, be liable to TELKOM for all costs so incurred by them
         in excess of the Contract Value, taking into account any sums due under
         this Agreement to PARTNER for work commenced, partly executed or
         completed and accepted by TELKOM or materials, plant, machinery, tools
         and implements and other things purchased, used or to be used in
         connection with the work.

14.8     In the event of termination, the Parties agree to waive the provisions
         of Article 1266 of the Indonesian Civil Code to the extent necessary to
         effect termination of this Agreement in accordance with Article 14
         without the need for a court decision.

Article 15.      Governing Law

This Agreement shall be interpreted and governed in accordance with the laws of
the Republic of Indonesia.

Article 16.      Settlement of Disputes

16.1     If any disputes arising between TELKOM and PARTNER in connection with
         or arising out of this Agreement or the breach, termination of validity
         thereof (a "Dispute"), the Parties shall attempt for a period of thirty
         (30) days after receipt by one Party of a notice from the other Party
         of the existence of the dispute, to settle such Dispute in the first
         instance by mutual discussions between senior executives of the
         Parties.

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<PAGE>

16.2     Any Dispute which cannot be resolved by amicable settlement between the
         Parties arising out of or in connection with this Agreement, including
         any question regarding its existence, validity or termination, shall be
         referred to and finally resolved by arbitration in Singapore in
         accordance with the Arbitration Rules of the Singapore International
         Arbitration Centre ("SIAC") for the time being in force which rules are
         deemed to be incorporated by reference to this clause.

16.3     The arbitration shall be conducted before an arbitral tribunal composed
         of three (3) arbitrators. The language of the arbitration shall be
         English.

16.4     The three (3) person arbitration panel shall be selected as follows:

         (a)      each arbitrator shall be fluent in English and shall be
                  experienced with legal matters concerning the
                  telecommunications industry.

         (b)      each of (A) the Party initiating the arbitration and (B) the
                  respondent Party or Parties to the Dispute shall nominate one
                  (1) arbitrator within thirty (30) days of the written notice
                  of the Dispute described above. The relevant Parties shall
                  within (30) days of the appointment of the two (2) arbitrators
                  seek to appoint a third arbitrator. If any relevant Party does
                  not nominate an arbitrator or if the relevant Parties cannot
                  agree on the choice of the third arbitrator, in each case
                  within the relevant period, then each unappointed arbitrator
                  shall be selected by the Chairman of the SIAC (provided that
                  the requirements in Article 16.4(a) are satisfied).

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<PAGE>

16.5     The award rendered shall be in writing and shall set out the facts of
         the Dispute and the reasons for the arbitration panel's decision. The
         award shall apportion the costs of the arbitration as the arbitration
         panel deems fair.

16.6     The Parties agree that the arbitration award shall be final and binding
         on the Parties. The Parties agree that no Party shall have any right to
         commence or maintain any suit or legal proceedings until the Dispute
         has been determined in accordance with the arbitration procedure
         provided herein and then only for enforcement of the award rendered in
         the arbitration. Judgement upon the arbitration award may be rendered
         in any court of competent jurisdiction or application may be made to
         such court for a judicial acceptance of the award and an order of
         enforcement, as the case may be.

16.7     Each of the Parties hereby expressly waives any Indonesian laws and
         regulations, decrees or policies having the force of law that would
         otherwise give a right to appeal against the decision of the
         arbitration panel, and the Parties agree that no Party shall appeal to
         any court against the award or decision contained therein. The Parties
         agree that any dispute in connection with or arising out of this
         Agreement or the breach, termination of validity thereof under is of a
         commercial nature.

16.8     Each of the Parties waives the applicability of Article 48(1) of the
         Indonesian Law on Arbitration and Alternative Dispute Resolution (the
         "Arbitration Law") and agrees that no arbitration need be completed
         within a specific time. For purposes of Article 5 paragraph 1 of the
         Arbitration Law, the Parties agree that the relationship among the
         Parties is commercial in nature and any Dispute related to this
         Agreement shall be deemed commercial.

16.9     No Party or person involved in any way in the creation, coordination or
         operation of the arbitration of any Dispute may

                                       43
<PAGE>

         disclose the existence, content or results of the Dispute or any
         arbitration conducted under this Agreement in relation to that Dispute,
         in each case subject to those disclosures permitted by Article 19.

16.10    This Agreement and the rights and obligations of the Parties shall
         remain in full force and effect pending the award in such arbitration
         proceeding, which award, if appropriate shall determine whether and
         when only termination shall become effective. The provisions contained
         in this Article 16 shall survive the termination and/or expiration of
         this Agreement.

Article 17.    Language

17.1     All data, documents, Purchase Orders, invoices, descriptions, diagram,
         books, catalogues, instructions, marking for easy identification of
         major items of the material and most correspondence shall be in the
         English language and in the metric system of weights and measures.

17.2     PARTNER's personnel shall be proficient in English both written and
         spoken, for the purpose of providing instruction, offering advisory
         services, training and any other submission as required.

17.3     This Agreement is concluded in both English and Bahasa Indonesia. In
         the event of any inconsistency or contradiction between the Bahasa
         Indonesia and English texts, the Bahasa Indonesia text shall govern and
         prevail.

Article 18.    Corporate Representations and Warranties

18.1     Each Party (including each constituent member of PARTNER) represents
         and warrants that (i) it has obtained all necessary approvals, consents
         and authorizations of third parties and governmental authorities to
         enter into this Agreement and to perform and carry out its obligations
         under it; (ii) the persons executing the Agreement on its behalf have
         express authority to do so, and, in doing so, to bind the party to it;
         (iii) the execution,

                                       44
<PAGE>

         delivery, and performance of this Agreement does not violate any
         provision of any bylaw, charter, regulation, or any other corporate
         governing authority of the Party; (iv) the execution, delivery and
         performance of the Agreement has been duly authorized by all necessary
         corporate action; (v) the execution, delivery and performance by it of
         this Agreement constitute private and commercial acts rather than
         public or governmental acts; and (vi) the obligations of the Parties
         under the Agreement are valid and binding obligations of such Party,
         enforceable in accordance with its terms.

Article 19.    Confidential Information

19.1     TELKOM and PARTNER shall enter into a Non-Disclosure Agreement in the
         form set out in Appendix 24 (Non-Disclosure Agreement) which details
         the terms and conditions related to permitted uses and disclosures of
         confidential information in the development, operation use and
         maintenance of the relevant Systems in the T-21 Program.

Article 20.    Notice

20.1     All notifications required or permitted under this Agreement shall be
         sufficiently given if made in writing and delivered personally by hand
         or by courier or sent by prepaid registered post or by facsimile to the
         addresses of the Parties as from time to time notified.

20.2     All notification required in connection with the implementation of this
         Agreement shall be addressed as follows:

         To TELKOM:
         Perusahaan Perseroan (Persero) PT
         Telekomunikasi Indonesia Tbk.
         Jl. Japati No. 1, Bandung 40133
         Attention: President Director
         Fax:   (022)440-313
         Email: kristiono@telkom.co.id

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<PAGE>

         To PARTNER:
         Samsung Electronics Co. Ltd
         18th IT Center
         Maeton-3 dong, Paldal-gu, Suwon-si,
         Gyeonggi-do, Korea 442-742
         Attention: Ig Kyu Choi
         Fax     : (82-31)279-3899
         Email   : ik.choi@samsung.co.kr

         with copy to:
         PT Mitraguna Intikom
         Jl. Kemang Utara IX/9 Blok A 1-2
         Jakarta 12760, Indonesia
         Attention: President Director
         Fax     : (021)790 2566
         Email   : bufejap@nexcom.co.id

         A Party may change its address by giving prior written notice to the
         other Party. Notices and other communications may be in the Indonesian
         or English language. All notices shall be effective (i) in the case of
         delivery by personal delivery or courier, on the date of receipt as
         evidenced by a delivery receipt from the recipient or confirmation of
         delivery received by the sender from the courier, and (ii) in the case
         of transmission by facsimile transmission or electronic mail or other
         electronic transmission, on the date of receipt as promptly
         acknowledged by the recipient, failing which acknowledgement then on
         the date of such transmission as evidenced by the convention applicable
         to such transmission.

20.3     PARTNER shall appoint a point of contact or designated representative
         authorized to act on behalf of PARTNER, and whose instructions and
         requests shall be binding for PARTNER as to all matters pertaining to
         implementation of the Project brought to his attention by TELKOM.
         TELKOM shall also appoint a point of contact or designated
         representative authorized to act on behalf of TELKOM as to all matters
         pertaining to implementation of the Project. The initial point of
         contact for each Party is listed below:

         PARTNER's Point of Contact:
         Project Manager
         Plaza Mashill Lt. 23
         Jl. Jend. Sudirman Kav. 25
         Jakarta 12920, Indonesia

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<PAGE>

         Tel.   :(021) 522-5522
         Fax    :(021) 522-5511
         E-mail : jay.lee@Samsung.com

         Mobile : 0812-1834222

         TELKOM's Point of Contact:
         Head of Fixed Wireless Division (as
         Project Manager)
         Jalan Kebon Sirih, Kav. 12
         Jakarta
         Indonesia
         Tel.   : (021) 385-7777
         Fax    : (021) 344-0707
         E-mail : alex_js@telkom.co.id

         Mobile : 0811-965500

Article 21.    General Provisions

21.1     If any provision of this Agreement or part thereof is rendered void,
         illegal or unenforceable by any legislation to which it is subject, it
         shall be rendered void, illegal or unenforceable only to that extent
         and it shall in no way affect or prejudice the enforceability of the
         remainder of such provision or the other provisions of this Agreement.
         The invalidity, illegality or unenforceability of any provision in this
         Agreement under the laws of any one jurisdiction shall not in itself
         affect the validity, legality and enforceability of such provision
         under the laws of any other jurisdiction.

21.2     No remedy conferred by any of the provisions of this Agreement is
         intended to be exclusive of any other remedy that is otherwise
         available at law or otherwise, and each and every other remedy shall be
         cumulative and shall be in addition to every other remedy given
         hereunder or now or hereafter existing at law or otherwise. The
         election of any one or more of such remedies by either Party shall not
         constitute a waiver by such Party of the right to pursue any other
         available remedies.

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<PAGE>

21.3     No failure on the part of either Party to exercise and no delay on the
         part of either Party in exercising any right hereunder will operate as
         a release or waiver thereof, nor will any single or partial exercise of
         any right under this Agreement preclude any other or further exercise
         of it. The rights and remedies provided in this Agreement are
         cumulative and not exclusive of any right or remedy provided by law.

21.4     This Agreement embodies all the terms and conditions agreed upon
         between the Parties as to the subject matter of this Agreement, and
         supersedes all prior representations, arrangements, understandings and
         agreements between the Parties whether written or oral (including
         without limitation, the RfP, except as provided otherwise under this
         Agreement).

21.5     This Agreement may be executed in any number of counterparts, each of
         which shall constitute an original and take effect without reference to
         any other counterpart, and together the counterparts shall be deemed as
         one and the same agreement.

21.6     Notwithstanding the reference to the terms "partner" and/or
         "partnership" in this Agreement, the relationship between the Parties
         shall not constitute a legal partnership. Neither Party has the power
         or the right to bind, commit or pledge the credit of the other Party.

21.7     This Agreement shall enure to the benefit of and be binding upon the
         Parties and their respective successors and permitted assigns.

CHAPTER 2. COMMERCIAL TERMS AND CONDITIONS

Article 22.    Contract Value

22.1     Based on the unit prices referred to Article 23.3, the initial Contract
         Value

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<PAGE>

         (excluding VAT) for execution of the Project under this Agreement is
         US$ 123,965,591 (primarily for goods and services purchased outside
         Indonesia) and IDR 286,537,360,586 (primarily for goods and services
         procured within Indonesia). This Contract Value may be adjusted from
         time to time in accordance with mechanism provided in Article 27.

Article 23.    Prices and Fees

23.1     The prices and fees as listed under Appendix 4 (Price Schedule) are the
         agreed prices and applicable to the relevant Purchase Orders. Such
         prices and fees shall be deemed to include all costs, expenses and
         customs and import duties which are deemed necessary to carry out this
         Agreement but excluding VAT, income tax (Article 22) on imports, and
         sales tax on luxury goods.

23.2     The prices and fees payable by TELKOM under this Agreement shall be
         denominated in United States of America Dollars (USD) or in Indonesian
         Rupiah (IDR) as applicable. PARTNER shall quote all goods and services
         procured within Indonesia in Indonesian Rupiah (IDR) and goods and
         services purchased outside Indonesia in United States dollars, as
         applicable. All payments made under or pursuant to this Agreement by
         TELKOM shall be made in the currency specified. In the event that any
         such payments are unable to be made in the currency specified for
         whatsoever reason, then at the option of PARTNER such payments may be
         made by TELKOM by payment of an equivalent amount (at the then
         prevailing exchange rates) of such other currency as is permissible. If
         so requested by PARTNER, TELKOM shall pay the relevant amount in the
         name of PARTNER or a third party designated by PARTNER at a bank within
         Indonesia.

23.3     Unit prices quoted in Appendix 4 (Price Schedule) are firm fixed prices
         and shall not be varied except as permitted under this Agreement. Unit
         prices for equipment

                                       49
<PAGE>

         are deemed to include payments by PARTNER for all costs of freight,
         insurance, customs and import duties, clearance at the port of entry,
         inland transportation, warehousing and delivery to the Location/Site
         where the equipment is to be installed. Unit prices for equipment
         related services shall include survey, planning, design, permits,
         rights of way, installation, integration, project management, insurance
         up to transfer of title, testing and commissioning costs, services
         related to land acquisition, frequency licence application services and
         all related materials and expenses to complete the Project on a turnkey
         basis as contemplated in Article 3. Import or custom duties are
         included in the unit prices set out in Appendix 4 (Price Schedule) and
         shall remain fixed. Variations in unit price shall only be subject to
         change if specifically agreed upon by the Parties pursuant to a Change
         Request.

Article 24.    Taxes and Duties

24.1     The Contract Value excludes VAT, sales tax on luxury goods, and income
         tax (Article 22) on imports, but includes customs and import duties
         imposed by the government of Indonesia on the Deliverables in
         connection with the Project. Each Party shall be responsible for all
         taxes which it is required to pay, withhold or collect as the case may
         be, in accordance with prevailing laws and regulations, it being
         acknowledged by PARTNER that in relation to VAT administration TELKOM
         is a designated VAT collector under applicable regulations.

Article 25.    Insurance and Safety

25.1     PARTNER shall at its own expense take out an all risk insurance policy
         ("All Risk Policy") to cover any works to be carried out pursuant to
         any Purchase Order. The insurance shall cover all risks against losses,
         damages (including accidents caused by the work performed by PARTNER
         its employees, agents or sub-contractors) at a minimum until the
         transfer of title to the relevant

                                       50
<PAGE>

         Deliverables pursuant to Article 10.2. The All Risk Policy shall also
         cover any plant, machinery, tools, goods, vehicles or property
         belonging to PARTNER, its employees, agents or sub-contractors which
         have been placed at any relevant Location/Site where any works are
         being executed, all risks during transportation, warehousing, storage,
         delivery, installation and testing, whether by fire, theft,
         earthquake/flood, natural disaster, consequence of fault in
         construction, or otherwise, and legal liability to third parties during
         construction, installation and operation periods including loss of
         revenue insurance and damage to surrounding property. PARTNER shall
         provide evidence of this All Risk Policy to TELKOM upon request.

25.2     PARTNER shall at its own expense replace any loss, damaged and/or
         destroyed equipment, components and software while such are in the
         process of being delivered and installed.

25.3     Notwithstanding the procurement of an All Risk Policy, PARTNER's
         liability in respect of loss or damage attributable to the acts,
         omission or negligence of PARTNER shall not be limited to the amount
         of the insurance coverage under the All Risk Policy.

25.4     PARTNER shall take full responsibility for the adequacy, stability and
         safety of all works carried out at the relevant Locations/Sites in
         accordance with the provisions of any law, order, regulation, decree,
         directive or standards now or hereinafter in force in Indonesia.
         PARTNER shall ensure that all equipment, tools, facilities and other
         items used by PARTNER or its sub-contractor in the execution of the
         works shall be safe, sound, in good working condition which shall, at a
         minimum, conform to acceptable standards in the

                                       51
<PAGE>


         industry. PARTNER shall at its own expense provide the necessary safety
         equipment, protective clothing, footwear and such other appliances as
         may be necessary or required by law or regulation for proper and safe
         execution of the works. PARTNER shall ensure that all personnel
         provided are fully trained and qualified and properly certified by the
         relevant authorities or bodies if such certification is required under
         the applicable laws, rules or regulations or directive of any
         governmental body.

CHAPTER 3. FINANCIAL TERMS AND PAYG

Article 26.    Joint Planning Sessions, Design Review Meetings and Monthly
               Meetings

26.1     Joint Planning Session or JPS

26.1.1   The Parties agree to conduct systematic, periodic and comprehensive
         joint planning exercises as described below.

26.1.2   TELKOM and PARTNER shall conduct annual Joint Planning Sessions ("JPS")
         in October or November at the end of each Fiscal Year to plan for the
         following Fiscal Year's Package Level Requirements. The first of these
         JPSs shall be conducted at a time to be mutually determined after the
         Parties have executed this Agreement and shall cover the period
         immediately following the execution of this Agreement up to the end of
         Fiscal Year 2003. The JPS may also be convened at such other times as
         the Parties may agree. TELKOM and PARTNER shall jointly conduct and/or
         agree on at least the following activities as applicable to the
         following Fiscal Year:

         (a)      demand forecasting at a national level considering various
                  macro economic factors;

         (b)      economic analysis to assess the business feasibility of
                  deploying the intended Network; and

                                       52
<PAGE>

         (c)      development of the details of the Deployment Plan and
                  Implementation Schedule on a quarterly basis with
                  prioritisation of Locations for Network deployment.

26.1.3   At each subsequent JPS, TELKOM and PARTNER shall conduct jointly and/or
         agree on at least the following activities as applicable to the
         following Fiscal Year:

         (a)      demand forecasting at a national level considering various
                  macro economic factors;

         (b)      economic analysis to assess the business feasibility of
                  deploying the intended Network; and

         (c)      development of details of the Deployment Plan and
                  Implementation Schedule on a quarterly basis with
                  prioritisation of Locations for Network deployment;

         (d)      review of future technology deployment strategies, considering
                  availability and suitability of the latest technologies,
                  equipment or software; and

         (e)      resolve issues referred to it by a DRM or otherwise and agree
                  on corrective actions.

26.1.4   PARTNER shall take responsibility for the organisational and
         administrative activities required to convene the JPSs. PARTNER shall
         be responsible for all reasonable costs of convening the JPS and shall
         fund at its own expense the cost of external consultants in performing
         any of the work or analyses contemplated under Article 26.1. TELKOM
         shall only be responsible for the costs of providing accommodations and
         transport for TELKOM staff attending a JPS.

26.1.5   The Parties shall produce minutes of the JPS meetings in which any
         substantive agreements shall be recorded as

                                       53
<PAGE>

         agreements of the Parties, as evidenced by signature of the minutes (or
         the applicable sections thereof) by the authorized representative of
         each Party.

26.1.6   At each JPS, TELKOM shall be entitled to make the final decisions on
         such matters as revision of the Deployment Plan and adjustments to the
         calculation of Installed Lines Procurements, after taking into account
         PARTNER's inputs concerning, among others, demand forecasts, market
         outlook and take-up of the capacity deployed.

26.2     Design Review Meeting or DRM

26.2.1   TELKOM and PARTNER shall conduct systematic, periodic and comprehensive
         Design Review Meetings ("DRM") on a quarterly basis at a DIVRE level
         throughout the term of this Agreement.

26.2.2   The first DRM shall be conducted within ten (10) Business Days after
         the first JPS. Thereafter, DRMs are intended to be held at the end of
         each Quarter with an agenda which looks forward to the contemplated
         activities of the following Quarter.

26.2.3   Before the first DRM. TELKOM and PARTNER jointly shall conduct at least
         the following activities:

         (a)      survey the planned deployment Location/Site(s) to ensure the
                  readiness of the Location/Site(s);

         (b)      calculate Installed Line Procurements (equaling to Subscriber
                  Targets) required by Location and Site (BTS);

         (c)      based on the Subscriber Targets, develop a detailed network
                  design, agree and approve the detailed BoQ and the value of
                  the detailed BoQ by Location and Site (BTS);

         (d)      develop a detailed resource plan;

                                       54
<PAGE>

         (e)      develop a detailed training plan; and

         (f)      update the Deployment Plan for the next Quarter if necessary.

26.2.4   At the first DRM, TELKOM and PARTNER jointly shall conduct and/or agree
         on at least the following activities:

         (a)      check and update the calculation of Installed Line
                  Procurements (equating to Subscriber Targets) by Location and
                  Site (BTS);

         (b)      based on the Subscriber Target, agree and approve the detailed
                  Network design;

         (c)      based on the Subscriber Target, agree and approve the detailed
                  BoQ and the total value of the detailed BoQ by Location and
                  Site (BTS);

         (d)      agree and approve the detailed resource plan;

         (e)      agree and approve the detailed training plan;

         (f)      agree and approve adjustments, if any, to the Project
                  Management Plan and the implementation Schedule; and

         (g)      agree and approve the updated Deployment Plan for the
                  following Quarter if necessary.

26.2.5   Following the first DRM and after each subsequent DRM, TELKOM shall
         promptly issue Purchase Order(s) signed by the TELKOM Project Manager
         or other person authorized by TELKOM based on the results of the
         related DRM.

26.2.6   With respect to the quarterly DRM which coincides with a JPS each
         fiscal year, the DRM shall be convened immediately after the completion
         of such JPS, with an agenda which is designed not to repeat or
         duplicate JPS activities in such DRM, unless necessary.

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<PAGE>

26.2.7   Before each subsequent DRM, TELKOM and PARTNER jointly shall conduct
         and/or agree on at least the following activities:

         (a)      survey the planned deployment Location/Site(s) to ensure the
                  readiness of the Location/Site(s), to assess the demand;

         (b)      update the Deployment Plan for that Quarter by calculating the
                  Installed Line Procurement (equating to Subscriber Targets)
                  required by Location and Site (BTS);

         (c)      based on the Subscriber Targets, develop a detailed Network
                  design, a detailed BoQ and the total value of the detailed BOQ
                  by Location and Site (BTS);

         (d)      develop a detailed resource plan;

         (e)      develop a detailed training plan; and

         (f)      assess market demand and update deployment plan for the
                  following Quarter if necessary.

26.2.8   At each subsequent DRM, TELKOM and PARTNER jointly shall conduct and/or
         agree on at least the following activities for the following Quarter.

         (a)      check and update the calculation of Installed Line
                  Procurements (equating to Subscriber Targets) by Location and
                  Site (BTS);

         (b)      based on the Subscriber Target, agree and approve the detailed
                  Network design;

         (c)      based on the Subscriber Target, agree and approve the detailed
                  BoQ and the total value of the detailed BoQ by Location and
                  Site (BTS);

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<PAGE>

         (d)      agree and approve the detailed resource plan;

         (e)      agree and approve the detailed training plan;

         (f)      agree and approve adjustments, if any, to the Project
                  Management Plan and Implementation Schedule;

         (g)      evaluate performance of the Project in the previous Quarter
                  and revise implementation procedures to take account of
                  failures or other unsatisfactory performance;

         (h)      agree and approve the updated Deployment Plan for the
                  following Quarter if necessary; and

         (i)      resolve issues referred to it by a monthly meeting or
                  otherwise and agree on corrective actions.

26.2.9   PARTNER shall take responsibility for the organisational and
         administrative activities required to organize all DRMs. PARTNER shall
         be responsible for all reasonable costs of convening the DRM and shall
         fund at its own expense the analysis contemplated under Article 26.2.
         TELKOM shall only be responsible for the costs of providing
         accommodations and transport for TELKOM staff attending a DRM.

26.2.10  The Parties shall produce minutes of each DRM in which any substantive
         agreements shall be recorded as agreements of the Parties, as evidenced
         by signature of the minutes (or the applicable section thereof) by the
         authorized representative of each Party.

26.2.11  The following additional agreements apply to the DRMs:

         (a)      TELKOM and PARTNER jointly will design and calculate the exact
                  BoQ to support the intended number of Subscriber Targets based
                  on the design rules in Appendix 14 (Technical

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         and Engineering Norms);

(b)      the design rules in Appendix 14 (Technical and Engineering Norms) are
         based on technical and engineering norms current at the date of this
         Agreement and may be adjusted by written agreement of the Parties
         during the planning process based on the evolution of the market to
         avoid any over or under-estimation of the equipment required;

(c)      in case there are any major issues that need urgent attention or cause
         any significant deviation from the original Deployment Plan, PARTNER
         shall bring it to the attention of TELKOM and, if mutually agreed,
         promptly convene a special DRM to address such issues;

(d)      if necessary, any activities mandated by a JPS meeting may be executed
         in conjunction with a DRM meeting;

(e)      in the event that terms of a particular Purchase Order are inconsistent
         with agreements reached in a DRM, the Parties shall review and if
         necessary amend any mistakes or discrepancies in the Purchase Order or
         BoQ;

(f)      At each DRM, decisions on such matters as revision of the Deployment
         Plan and calculation of Installed Line Procurements, shall be mutually
         agreed by the Parties after taking into account all inputs of both
         Parties concerning, among others, demand forecasts, market outlook,
         equipment production capacity, and take up of the capacity deployed;
         and

(g)      TELKOM and PARTNER agree

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                  that the Deployment Plan for the following Quarter for a
                  particular Location shall be calculated based on Installed
                  Line Procurements that realistically can be provisioned within
                  a period of a minimum of three (3) years if new common
                  equipment is deployed, and a minimum of one (1) year for each
                  module such as racks, sub-racks and cards.

         If the Parties cannot reach agreement at a DRM on matters such as the
         terms of a particular Purchase Order or other critical issue, the
         matter shall be referred to senior management of each Party for
         resolution.

26.3     Monthly Meetings

26.3.1   PARTNER through its authorized representatives shall conduct monthly
         meetings with the relevant TELKOM staff in the Location to be developed
         to ensure smooth execution of Project operations and to raise and
         discuss issues in a timely manner.

26.3.2   The first of these meetings will be conducted at a time to be mutually
         determined after the first DRM has been conducted. Thereafter, these
         meetings shall be held on a monthly basis throughout the term of this
         Agreement.

26.3.3   At each monthly meeting, PARTNER shall be responsible for at least the
         following activities: preparation of progress reports from site
         managers, site supervisors, and other staff to the TELKOM Project
         Manager or his authorized representative, updates on any relevant
         developments, and discussion of any problems or unresolved issues
         arising in the previous month.

26.3.4   Monthly meetings may be held anywhere at such times and places as
         mutually convenient to the Parties.

26.4     Representation at JPS, DRM and Monthly Meetings

26.4.1   TELKOM and PARTNER shall notify

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<PAGE>

         each other from time to time regarding their appointments (and any
         changes to such appointments) of authorized representatives who have
         authority to execute or make agreements in any JPS and/or DRM and/or
         monthly meeting on their behalf.

26.4.2   Agreements of the Parties reached at a JPS and/or DRM and/or monthly
         meeting shall be signed by authorized representatives of each of the
         Parties as notified to each other from time to time.

Article 27.    Installed Line Procurements

27.1     The planned number of lines to be installed in each Quarter (the "Base
         Line") as set out in Appendix 7 (Deployment Plan) shall be used as a
         fixed number from which to calculate the amount by which planned
         Installed Line Procurements can be adjusted from time to time at a DRM
         or JPS in accordance with the flexible procurement methodology
         contemplated in this Article 27.

27.2     Based on the Deployment Plan for the following Quarter, the calculation
         of Installed Line Procurements contemplated in the following Quarter
         will be adjusted in accordance with the following formula:

         Installed Line Procurements = Base Line x (1+ Percentage Index)

27.3     The Percentage Index shall be 0% for the first Quarter. For subsequent
         Quarters, TELKOM may at its sole discretion vary the Percentage Index
         by a maximum of 15%, up or down, from the Percentage Index adopted for
         the previous Quarter, i.e., the Percentage Index = Percentage Index for
         the previous Quarter +/- 15% provided that over the term of this
         Agreement, the minimum Installed Line Procurements shall be 60% of the
         total cumulative Base Line.

27.4     The Parties may also agree to change

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         the Percentage Index by more than 15% for a particular Quarter,
         provided that for purposes of calculating the applicable maximum limits
         of the Percentage Index for the following Quarter, the Percentage Index
         for the previous Quarter will be deemed to have been varied by a
         maximum of 15% only, and the Percentage Index for the following Quarter
         calculated from that limit rather than from the actual Percentage Index
         of the previous Quarter in which the applicable maximum limits were
         exceeded.

27.5     For the avoidance of doubt, once the commitment volumes set forth in
         Article 27.3 have been reached, TELKOM shall have no further commitment
         to increase the Installed Line Procurements.

Article 28.      Purchase Orders and Procedures

28.1     PARTNER shall deliver all Deliverables to TELKOM in response to
         Purchase Orders issued by TELKOM from time to time, generally on a
         quarterly basis in conjunction with a DRM.

28.2     TELKOM through the TELKOM Project Manager (preferably) or other
         authorized TELKOM representative and/or authorized BOT representatives
         agreed by the Parties (for particular geographical areas as notified in
         writing by TELKOM from time to time) will issue Purchase Orders based
         on deployment at a particular DIVRE level.

28.3     A Purchase Order will be valid only if made in writing in the form set
         out in Appendix 12 (Purchase Orders), and signed by the TELKOM Project
         Manager or his designated representative. Each Purchase Order shall
         include necessary and appropriate attachments to clearly describe:

28.3.1   Subscriber Target numbers defined per Location and Site (BTS);

28.3.2   Value of Purchase Order defined per Location and Site (BTS);

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28.3.3   Local Content items and value;

28.3.4   Project Locations/ Site;

28.3.5   Detailed Network Design;

28.3.6   Detailed BoQ; and

28.3.7   The overall Implementation Schedule and the breakdown for each
         Location.

28.4     The Subscriber Target for a Purchase Order shall be the Installed Line
         Procurement for the DIVRE/Location for the relevant Quarter based on
         the Deployment Plan as updated and determined at the related DRM.

28.5     The Subscriber Recorder is TELKOM's database system in the NSS/MSC in
         the related DIVRE.

28.6     Within five (5) Business Days from receipt of a Purchase Order, PARTNER
         through its authorized representative shall acknowledge the Purchase
         Order by countersigning on the space provided on the Purchase Order or
         a copy thereof and returning the same to TELKOM by way of facsimile,
         followed by mail or hand delivery or by courier. Countersigning of the
         Purchase Order by authorized representatives of PARTNER shall be deemed
         to constitute acceptance of the Purchase Order without conditions by
         PARTNER and any terms and conditions accompanying such acceptance shall
         be null and void.

28.7     TELKOM shall not be legally bound to purchase more than its minimum
         obligations under this Agreement, based on the maximum reduction to the
         Installed Line Procurements allowable under Article 27.

28.8     TELKOM may issue one or more new Purchase Orders as appropriate in
         conjunction with a DRM relating to the Installed Line Procurement
         requirements for the following Quarter.

28.9     TELKOM may issue one or more new Purchase Orders for general services
         or combine them with Purchase Orders for

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         Installed Line Procurement with a separate breakdown for the general
         services component.

28.10    The T-21 Program includes elements which may be covered by Build
         Operate and Transfer ("BOT") arrangements between TELKOM and other
         local entities (each an "Investor"). The procurement volumes under
         these BOT arrangements are included within the overall T-21 procurement
         volumes and are to be planned as part of the JPS and DRM meetings, but
         will not be paid in accordance with the PAYG payment method set forth
         in Article 32, but shall be paid 100% on Commissioning or as otherwise
         agreed.

28.11    The Purchase Orders may however be issued by one or more Investors
         directly and if so, shall constitute separate contract(s) between
         PARTNER and the Investor for the equipment and services to be supplied.
         TELKOM shall provide PARTNER with a list of authorised representatives
         of the Investors for each region who can issue such Purchase Orders.

28.12    The maximum prices of the equipment and services and other commercial
         terms of these BOT arrangements shall be as provided in Chapter 2 of
         this Agreement, but the actual prices shall be subject to negotiation
         to the extent of the interest or other savings achieved by virtue of
         payment on Commissioning or as otherwise agreed rather than by the PAYG
         payment method. Title in the equipment shall be transferred upon full
         payment to the Investor (to eventually be transferred to TELKOM at the
         end of the BOT arrangement). Payment guarantee will be made by Investor
         pursuant to one of the following payment mechanisms: (i) payment to an
         escrow account at a bank in Indonesia with acceptable terms and
         conditions to PARTNER; (ii) opening of an L/C issued by a bank in
         Indonesia with terms and conditions acceptable to PARTNER; or (iii)
         issuance of a bank guarantee from a bank in Indonesia with acceptable
         terms and conditions acceptable to PARTNER.

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<PAGE>

28.13    A three year Service Level Agreement in form and substance as set forth
         in Appendix 20 (Service Level Agreement) shall apply to the equipment
         procured under the BOT arrangement, provided the BOT arrangement is
         within the original scope. The equipment will be operated by TELKOM on
         behalf of the Investor during the term of the BOT arrangement, and
         TELKOM shall work together with PARTNER as if the BOT equipment were
         part of TELKOM's network.

28.14    Chapters 1 and 5 of this Agreement shall apply mutatis mutandis to the
         contract between PARTNER and the Investor, unless otherwise agreed.

Article 29.      Performance Bond

29.1     As security for the performance of the work to be undertaken by PARTNER
         for Package 2 of the T-21 Program, within ten (10) Business Days
         following TELKOM's issuance and PARTNER'S acceptance of the Second
         Purchase Order, PARTNER shall deliver to TELKOM a performance bond in
         favor of TELKOM in the amount of 5% of the total value of the Second
         Purchase Order, in form and substance as appears in Appendix 25
         (Performance Bond). The Parties agree that it is a condition precedent
         to the Second Purchase Order and any subsequent Purchase Orders
         becoming a binding contract between the Parties that the Performance
         Bond covering the work to be performed under the relevant Purchase
         Order(s) is in full force and effect.

29.2     As each new Purchase Order following the Second Purchase Order is
         issued and accepted, the value of the then existing Performance Bond
         shall be adjusted to reflect the aggregate value of: (i) 5% of the
         total value of that Purchase Order; plus (ii) 5% of the total value of
         that portion of the previous Purchase Order(s) relating to equipment,
         software and components not yet Commissioned as of that date. This
         process of adjustment may only be made at the end of each Quarter at
         the relevant DRM so

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<PAGE>

         as to ensure that as each new Purchase Order is issued and accepted,
         PARTNER will adjust the value of the Performance Bond to the
         appropriate level, taking into account the value of all equipment,
         software and components not yet Commissioned at that time under the
         relevant Purchase Orders (new or prior). PARTNER shall maintain the
         Performance Bond at the appropriate value levels for a period
         terminating on a date which is six (6) months from the issuance of the
         first Integrated System Acceptance Test Certificate by TELKOM pursuant
         to this Agreement.

Article 30.      Termination of Purchase Orders

30.1     A Purchase Order may be terminated by TELKOM in whole or in part and
         from time to time, whenever TELKOM shall so determine. TELKOM shall
         deliver to PARTNER a written notice, the "Notice of P.O. Termination",
         specifying the extent to which performance of work under the Purchase
         Order is terminated and the date (which shall be not less than five (5)
         Business Days from the date of the written notice) upon which such
         termination becomes effective.

30.2     On receipt of such a Notice of P.O. Termination, unless otherwise
         directed by TELKOM in the notice. PARTNER shall:

30.2.1   stop work under the Purchase Order on the date and to the extent
         specified in the Notice of P.O. Termination;

30.2.2   place no further orders or contracts for materials, services, or
         facilities except as may be necessary for completion of any portion of
         the work under the Purchase Order which is not terminated;

30.2.3   use reasonable efforts to terminate all

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<PAGE>

         orders and contracts to the extent that they relate to the performance
         of work terminated by the Notice of P.O. Termination;

30.2.4   subject to payment by TELKOM in accordance with Article 30.3, assign to
         TELKOM, in the manner, at the time and to the extent directed by
         TELKOM, all of PARTNER's rights, title and interest under the orders
         and contracts so terminated;

30.2.5   use reasonable efforts to settle all outstanding liabilities and all
         claims arising out of such termination of orders and contracts, with
         TELKOM's approval or ratification to the extent they may require, which
         approval or ratification shall be final for all the purposes of this
         Article 30;

30.2.6   subject to payment by TELKOM in accordance with Article 30.3, (i)
         transfer title and deliver to TELKOM in the manner, at the time, and to
         the extent (if any) directed by TELKOM the fabricated or unfabricated
         parts, work in progress, completed work, supplies, and other material
         produced as part of, or acquired in connection with the performance of
         the work terminated by the Notice of P.O. Termination, and (ii) deliver
         to TELKOM the completed or partially completed plans, drawings,
         information and other property which, if the Purchase Order had been
         completed, would have been required to be furnished to TELKOM;

30.2.7   use reasonable efforts to sell, in the manner, at the time, to the
         extent and at the price or prices directed or authorized by TELKOM, any
         property of the types referred to above, provided, however, that
         PARTNER; (i) shall not be required to extend credit to any buyer; and
         (ii) may acquire any such property under the conditions prescribed by
         and at a price approved by TELKOM; and provided further that the
         proceeds of any such

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         transfer or disposal shall be applied in reduction of any payments to
         be made by TELKOM to PARTNER under this Agreement or paid in such other
         manner as TELKOM may direct;

30.2.8   complete performance of such part of the Scope of Work as may not have
         been terminated by the Notice of P.O. Termination; and

30.2.9   take such action as may be necessary, or which TELKOM may direct, for
         the protection and preservation of the property related to the Purchase
         Order which is in PARTNER's possession and in which TELKOM have or may
         acquire an interest.

30.3     After reception of a Notice of P.O. Termination PARTNER shall submit to
         TELKOM a written termination claim. Such claim shall be submitted
         promptly, but in no event later than ninety (90) calendar days from the
         Notice of P.O. Termination. Payment of claimed amounts under such
         termination claim agreed by TELKOM to be payable in accordance with
         performance by PARTNER of its obligations under Article 30.2, shall be
         payable to PARTNER pursuant to issuance of a special Purchase Order and
         payment shall be made by TELKOM within twenty-one (21) Business Days of
         approval by TELKOM (such approval not to be unreasonably withheld or
         delayed) of the claim. For the avoidance of doubt, for purposes of
         TELKOM's payment obligations under this Article 30, any equipment,
         software or components related to a Purchase Order for which Notice of
         P.O. Termination has been given shall be inspected and checked to the
         satisfaction of TELKOM, which inspection shall be deemed to constitute
         Commissioning. In such event the Subscriber Target for the terminated
         portion of the equipment, software or components will be adjusted to
         zero and the value of that portion of the Purchase Order terminated
         shall not be taken into account for the purposes of Article 32.2.

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30.4     In the settlement of any such partial or total termination claim,
         TELKOM's payment to PARTNER shall be limited to the following:

30.4.1   the price for completed work, based on Appendix 4 (Price Schedule);

30.4.2   a fair and reasonable sum in respect of partially completed work
         prorated where practicable based on Appendix 4 (Price Schedule);

30.4.3   the cost of supplies and materials reasonably and necessarily purchased
         in respect of the terminated portion of the Purchase Order, but not
         incorporated into completed or partially completed work;

30.4.4   the cost of settling and paying claims arising out of the termination
         of the work under contracts and orders, as provided above, which are
         property chargeable to the terminated portion of the Purchase Order;

30.4.5   the reasonable costs of accounting, legal and clerical expenses
         reasonably necessary for the preparation of settlement claims and
         supporting data with respect to the terminated portion of the Purchase
         Order and for the termination and settlement of contracts thereunder,
         together with reasonable storage, transportation, and other costs
         incurred in connection with the protection or disposal of property
         allocable to the Purchase Order.

30.5     Notwithstanding the above, the total payment to PARTNER pursuant to
         this Article 30, taken together with any other payment, shall not
         exceed the value applicable to the work or to part therefore so
         terminated. TELKOM shall not be responsible for any costs or charges
         beyond those costs which have been claimed and validated in accordance
         with

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         Article 30.4, nor shall PARTNER be entitled to require any waiver or
         variation of the Agreement by reason of such termination. TELKOM shall
         not be liable to PARTNER in the event of such termination for any loss
         of profit or consequential damages whatsoever.

30.6     In arriving at the amount due to PARTNER under this Article 30, there
         shall be deducted from all monies paid or due to be paid to PARTNER,
         any liabilities which PARTNER may have to TELKOM and the agreed price
         for or the proceeds of sale of any materials, supplies or other things
         acquired by PARTNER or sold, pursuant to the provisions of this
         Article, and not otherwise recovered by or credited to TELKOM. If this
         results in PARTNER having a net liability towards TELKOM, such sum
         shall be payable by PARTNER to TELKOM on demand.

30.7     For a period of one (1) year after final settlement under the Purchase
         Order, PARTNER shall preserve and make available to TELKOM at all
         reasonable times at PARTNER's premises, but without charge to TELKOM,
         all books, records and documents bearing on costs and expenses under
         the Purchase Order relating to the work terminated under this Article
         30.

Article 31.     Terms of Payment

31.1     Payments by TELKOM shall be made to PARTNER in accordance with the
         terms of each Purchase Order. The Parties contemplate that TELKOM will
         pay for equipment procured pursuant to this Agreement in three
         instalments: upon delivery, following Commissioning as evidenced by
         issuance of the respective Integrated System Acceptance Test
         Certificate, followed by payment during the PAYG Period, in accordance
         with the terms and conditions of this Article 31.

31.2     TELKOM will pay 10% of the value of a

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         particular Purchase Order upon delivery of the Deliverable (and
         equipment related services but not including general services for
         operation and maintenance, spare parts, software upgrades,
         Documentation and training) to the Location specified in the Purchase
         Order. This amount shall be due upon delivery to TELKOM of an invoice
         for the agreed sum, accompanied by the following documents, or such
         additional documents as may reasonably be required by TELKOM:

31.2.1   Invoice covering letter;

31.2.2   Original shipping documents (bill of lading or A/W bill) for imported
         equipment;

31.2.3   Packing list for equipment;

31.2.4   Detailed BoQ and the value of the detailed BoQ by Location and Site;

31.2.5   Tax invoice ("Faktur Pajak") and tax payment slip (SSP) ("Surat Setoran
         Pajak");

31.2.6   Original Goods Delivery Certificate ("Berita Acara Barang Tiba") issued
         by TELKOM for equipment; and

31.2.7   Simple receipt ("Kuitansi").

31.3     TELKOM will pay 15% of the proportionate value of a particular Purchase
         Order upon successful Commissioning of all or part of the equipment,
         software and components in a particular Purchase Order as evidenced by
         TELKOM's issuance of the related Integrated System Acceptance Test
         Certificate or Partial Integrated System Acceptance Test Certificate.
         This amount shall be due upon delivery to TELKOM of an invoice for the
         agreed sum, accompanied by the following documents, or such additional
         documents as may reasonably be required by TELKOM:

31.3.1   Invoice covering letter;

31.3.2   Detailed BoQ and the value of the detailed BoQ by Location and Site;

31.3.3   As-built drawings;

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31.3.4   Original Integrated System Acceptance Test Certificate and/or Partial
         Integrated System Acceptance Test Certificate, certified by TELKOM;

31.3.5   Tax invoice ("Faktur Pajak") and tax payment slip (SSP) ("Surat Setoran
         Pajak"); and

31.3.6   Simple receipt ("Kuitansi").

31.4     The remaining value of each Purchase Order (the "PAYG Value"),
         constituting 75% of the total value of a particular Purchase Order,
         shall be payable only upon issuance of the associated Integrated System
         Acceptance Test Certificate(s) (and not Partial Integrated System
         Acceptance Test Certificates) in accordance with the PAYG provisions of
         Article 32, provided PARTNER shall have delivered to TELKOM an invoice
         for the agreed sum of each PAYG payment, accompanied by the following
         documents, or such additional documents as may reasonably be required
         by TELKOM:

31.4.1   Invoice covering letter;

31.4.2   Tax invoice ("Faktor Pajak") and tax payment slip (SSP) ("Surat Setoran
         Pajak");

31.4.3   Simple receipt ("Kuitansi");

31.4.4   Copy of Integrated System Acceptance Test Certificate(s) certified by
         TELKOM;

31.4.5   Calculation of the cumulative value of PAYG payments due under that
         invoice; and

31.4.6   Calculation of the cumulative value of previous PAYG payments and the
         remaining value of the Purchase Orders.

Article 32.     PAYG Payments

32.1     For the purposes of implementing the Pay as You Grow (PAYG) concept
         contemplated in the T-21 Program, all Purchase Orders relating to all
         or any part of the Deliverables that have been Commissioned (excluding
         those in relation to general services for operation and maintenance,
         spare parts, software upgrades, Documentation and training) in

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         the same Quarter shall be grouped together on a DIVRE level basis,
         provided also that a group of Purchase Orders may be segmented by types
         of equipment, software, components and scope of services, if necessary.
         For the purposes of administration, each Purchase Order shall at the
         end of the relevant Quarter be treated as if comprised of two parts as
         appropriate, one part comprising all Commissioned Deliverables and one
         part comprising the Deliverables not yet Commissioned.

32.2     After the unpaid parts of the Deliverables Commissioned in previous
         Quarters are paid off fully, PAYG payments for that part of each
         Purchase Order comprising Commissioned Deliverables in each DIVRE shall
         become due at the end of each Quarter based on the net increase in
         subscribers in the DIVRE at the end of each Quarter as stated in the
         Subscriber Recorder, and shall be calculated as follows:

Total number of T-21
Program CDMA
subscribers in that DIVRE
at the end of that Quarter
minus the total number of
T-21 Program CDMA
subscribers in that DIVRE                     Total PAYG
at the end of previous                        value of all
Quarter                                       Deliverables
---------------------- X                      Commissioned
Total Subscriber Target                       in that Quarter
number attributable to the
Deliverables that have been
Commissioned in that DIVRE in that Quarter

         The methodology to calculate the PAYG payments is provided in Appendix
         11.

32.3     Where only part of the equipment (e.g., a

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         BTS or card) in a Location/Site referred to in a Purchase Order has
         been Commissioned, (i) the Subscriber Target shall be based on the
         Commissioned BTS or cards; and (ii) the PAYG Value attributable to that
         equipment, software and components shall be based on the value of said
         Commissioned BTS or cards including the associated software and
         components.

32.4     The PAYG Value of equipment, software and components such as MSC, BSC,
         HLR, SMSC, MMSC, VMS, IWF, and other equipment in relation to a
         particular Purchase Order containing such equipment shall be calculated
         at the end of the Quarter by using the total value of such equipment
         software and components Commissioned in that Quarter multiplied by the
         ratio of the Subscriber Target of all BTS Commissioned in that Quarter
         divided by the total Subscriber Target of all BTS in the related
         Purchase Order.

32.5     Purchase Orders (or amended Purchase Orders) signed by TELKOM will
         be paid off sequentially commencing with the earliest in time.
         Non-Commissioned Deliverables in a Purchase Order issued in a
         particular Quarter will be carried forward into the Purchase Order(s)
         aggregated in the following Quarter, until Commissioned, and if
         Commissioned in that Quarter, will be accounted for in the calculation
         of the PAYG payment in that Quarter. To facilitate this calculation,
         the particular Purchase Order from which non-Commissioned
         Deliverables has been carried forward into the following Quarter shall
         be deemed amended by mutual agreement of the Parties by way of
         inclusion of such non-Commissioned Deliverables in a subsequent
         Purchase Order issued in that following Quarter. Thereafter, without
         further action of the Parties, such Purchase Order previously comprised
         of both Commissioned and non-Commissioned Deliverables shall be deemed
         to be comprised only of Commissioned Deliverables and, as such, become
         payable under the PAYG payment mechanism set out in this Article 32.
         Adjustments, if any, that are required to be made to the

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         Implementation Schedule and/or Deployment Plan as a result of this
         carry-forward exercise shall be discussed and decided at the relevant
         DRM.

32.6     The net subscriber increase within the second and/or following Quarter
         will be counted first towards the cumulative subscribers related to the
         equipment Commissioned in the first Quarter to the extent such portion
         of such Purchase Order relating to the equipment, software and
         components Commissioned in the Quarter have not been paid fully, and
         then towards the cumulative subscribers related to the equipment
         Commissioned in the second and/or following Quarter.

32.7     If there is a decrease in the number of subscribers due to churn or
         other reasons in the following Quarter, then no PAYG payments shall be
         due until the current number of subscribers has exceeded the number of
         subscribers at the time the last PAYG payment became due.

32.8     If the PAYG Value of a Purchase Order has not been paid by the end of
         its PAYG Payment Period, the remaining unpaid amount shall be due upon
         delivery to TELKOM of an invoice for that amount.

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32.9     In order to calculate the PAYG Value applicable to each Quarter, TELKOM
         shall within ten (10) Business Days of the end of each Quarter, provide
         to PARTNER the net number of new subscribers added and the total number
         of subscribers per DIVRE as recorded by the Subscriber Recorder.
         PARTNER shall within ten (10) Business Days of receipt of the
         Subscriber Recorder numbers, submit to TELKOM an invoice showing the
         PAYG payments due by DIVRE and Purchase Order number (or amended
         Purchase Order number) for that Quarter.

Article 33.     General Services Payments

33.1     General services for training provided under this Agreement are not
         under the PAYG payment scheme and shall be invoiced by PARTNER
         supported by a copy of the Training Acceptance Certificate issued by
         TELKOM, after the services have been completed and shall be payable by
         TELKOM thirty (30) days after the date of the invoice is received by
         TELKOM.

33.2     All general services for Documentation to be provided by PARTNER under
         this Agreement shall be invoiced by PARTNER supported by a copy of a
         Documentation Acceptance Certificate issued by TELKOM and shall be paid
         25% on delivery and the remaining 75% shall be paid in accordance with
         the PAYG payment scheme by adding the amount due to the Contract Value
         of the group of Purchase Orders for equipment, software and components
         Commissioned in that Fiscal Year and paid in accordance with the PAYG
         Payment Period for that group of Purchase Orders.

33.3     Payments for operation and maintenance, spare parts, software updates
         and upgrades shall be made and paid in accordance with the terms of the
         applicable Service Level Agreement.

Article 34.     Invoicing

34.1     Payments by TELKOM shall be made to PARTNER based on the issuance and

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         delivering of invoices to TELKOM.

34.2     All invoices shall be submitted in triplicate, shall be sent by courier
         and shall be accompanied by the relevant documentation listed in
         Article 31 showing the acknowledgement by TELKOM or its agent of the
         relevant equipment or services delivered and/or such other supporting
         documents as may be required by TELKOM. All invoices shall be addressed
         to:

         Head of Fixed Wireless Division (as
         Project Manager)
         Jalan Kebon Sirih, Kav. 12
         Jakarta
         Indonesia

34.3     TELKOM shall have (a) fifteen (15) Business Days from receipt of an
         invoice to either (i) dispute the amounts due by notice in writing or
         (ii) instruct the amount to be released under the vendor financing
         arrangements, or (b) thirty (30) calendar days to pay PARTNER if paid
         directly by TELKOM (without involvement of a vendor financing
         institution). If TELKOM disputes the invoice, PARTNER shall have five
         (5) Business Days to reissue a further invoice and the provisions of
         sub-paragraph (a) and (b) shall again apply.

34.4     TELKOM shall pay interest at the rate of 6% per annum, on any
         undisputed payment due and unpaid for a period of three (3) months, up
         to a maximum of 5% of the undisputed and unpaid portion of the Contract
         Value referenced in the applicable Purchase Order, commencing from the
         end of such 3-month period.

Article 35.     Financing of TELKOM'S Payment Obligations

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35.1     PARTNER has agreed to seek and arrange financing from Korean EXIM Bank
         and TELKOM and PARTNER have entered into discussions in relation to a
         financing proposal for the financing of TELKOM's payment obligations
         under this Agreement. The general concept of the financing proposal and
         payment mechanism is set out in Appendix 15 (Financing Arrangements).
         The Parties intend to conclude the financing arrangements as soon as
         possible following execution of this Agreement but in any event at the
         latest six (6) months following such execution. In the event that the
         Parties cannot agree on acceptable financing terms with the relevant
         financial institution(s) by the end of such six (6) month period, or as
         such period may be extended by mutual written agreement of the Parties,
         TELKOM reserves the right to terminate the Agreement in accordance with
         the provisions of Article 14.

35.2     If the financing arrangements contemplated in Article 35.1 have not
         been put in place within the period required in Article 35.1 and if
         TELKOM decides not to exercise its right to terminate, TELKOM shall
         provide alternate financing or a bank guarantee or equivalent security
         satisfactory to PARTNER in relation to all Purchase Orders issued or to
         be issued.

Article 36.     Change Request Procedures

36.1     During implementation of the Scope of Work, a Party may request at any
         time that a change be made to (without limitation) the Deliverables,
         Purchase Orders, the Installed Line Procurements, the Implementation
         Schedule, the Deployment Plan or other Appendix to this Agreement, as
         the case may be. Such request shall be made in the form of a "Change
         Request" and must be in writing.

36.2     The Change Request form shall be completed by the requesting party in
         accordance with Appendix 18 (Change Request).

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36.3     Within ten (10) Business Days after receipt of a Change Request, or
         within such other period as may be agreed, PARTNER will evaluate the
         Change Request and provide a full written quotation or cost reduction
         estimate specifying the form that the proposed amendment will take and
         detailing the cost impact and effect on the works, including the
         Implementation Schedule.

36.4     In the event that the Change Request is processed and agreed in the
         required form, the relevant Deliverables, Purchase Order(s), Installed
         Line Procurements, Implementation Schedule, Deployment Plan or other
         Appendix to this Agreement, as the case may be, shall be deemed amended
         accordingly.

36.5     In the event that the Change Request cannot be agreed, there shall be
         notification of the reasons in writing within ten (10) Business Days of
         receiving the Change Request. Otherwise, when the Parties agree to
         implement the Change Request, the details of such change shall be
         specified and agreed in writing.

36.6     At the same time as giving the Change. Request, the requesting Party
         shall provide the other Party such information as may reasonably be
         required to assess the impact of the Change Request on the overall
         Scope of Work. If there is a reasonable possibility that there will
         need to be a material amount of time and effort spent in dealing with a
         Change Request, additional payment or payment reduction, as
         appropriate, for that time and effort may be negotiated, but
         compensation for any work to deal with the Change Request shall be
         contingent on prior written agreement between TELKOM and PARTNER.

36.7     PARTNER shall make such changes and implement the Change Request only
         upon execution by the Parties of a written document specifying the
         agreed changes, the scope of the changes, the

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         adjustments to the Implementation Schedule, if any, the
         additional/costs or reduction of costs, if any, and which Party,
         jointly or severally, is entitled to the Intellectual Property Rights,
         if any.

36.8     Where immaterial changes in the overall size, scope or functionality of
         the Deliverables or to the Scope of Work or Technical Specifications
         result in an amendment of a Purchase Order and/or this Agreement, such
         changes will not affect the Contract Value or the Implementation
         Schedule. The cost of any minor amendments or variations or amendments
         required by reason of any defect or deficiency in any design or
         Documentation or any equipment, component or software made or provided
         by PARTNER shall be borne solely by PARTNER.

36.9     In the event TELKOM and PARTNER cannot reach agreement on the scope and
         impact of a Change Request, the matter shall first be referred to the
         respective managements of both TELKOM and PARTNER, and failing
         agreement, the provisions of Article 16 shall apply.

Article 37.     Relocation of Equipment

37.1     Following discussion between the Parties of costs and benefits, TELKOM
         may decide to re-locate equipment within a DIVRE if it decides that
         initial demand projections or forecast in a given Location were not
         accurate and the equipment to be procured pursuant to a Purchase Order
         is not likely to generate the revenue that was expected.

37.2     Upon written request of TELKOM, PARTNER shall assist with and supervise
         such relocation including redesigning the Network and conducting all
         appropriate tests to put the re-deployed equipment into service.

37.3     PARTNER shall bear the costs for the relocation of modular equipment
         such as sub-racks and cards which the Parties have agreed do not entail
         substantial

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         costs. In all other cases, TELKOM and PARTNER shall conduct a cost
         benefit analysis prior to any relocation. All reasonable costs
         associated with the relocation of all other equipment shall be borne by
         TELKOM. Any relocation of equipment conducted by TELKOM shall be
         supervised by PARTNER. PARTNER shall bear the costs of providing the
         supervision service. TELKOM shall bear the costs of any additional
         equipment required.

Article 38.     Details of PARTNER's Bank accounts

38.1     Details of PARTNER's bank accounts into which all payments from TELKOM
         shall be paid into are set out below:

         USD a/c : Samsung Electronics Co.Ltd. 060-084489-42-105 (BIC Code:
         HVBKKRSE):

         IDR a/c:
         [to be supplied by PARTNER in writing, which written notification shall
         become an inseparable part of this Agreement].

CHAPTER 4.      CONSORTIUM ORGANIZATIONAL MATTERS

Article 39.     Consortium Membership Criteria

39.1     The Consortium of which PARTNER is a part shall have at least one
         Indonesian-owned business entity.

39.2     The Consortium leader shall be required to be the leading technology
         supplier for the Project (i.e. the radio network manufacturer)

39.3     All substitutions, replacements or other changes to the composition of
         the membership of PARTNER's Consortium must be submitted to and
         approved by TELKOM in writing before being implemented.

Article 40.     Assignment and Subcontracting

40.1     PARTNER shall not, without the prior written consent of TELKOM, assign
         this

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         Agreement, or assign or encumber any of the moneys due or becoming due
         under it. TELKOM reserves the right to assign this Agreement, without
         prior approval of PARTNER to an Investor, as contemplated in Articles
         28.10 - 28.14 provided the Investor gives PARTNER satisfactory payment
         assurances under Article 28.12 of this Agreement.

40.2     TELKOM reserves the right to assign this Agreement, with the prior
         approval of PARTNER such approval not to be unreasonably withheld, to
         any of TELKOM's subsidiaries or related companies.

40.3     A schedule of each proposed sub-contractor and the part of the Scope of
         Work proposed to be performed by such sub-contractor is attached in
         Appendix 1. In case of any plan to change and/or to add a
         sub-contractor, PARTNER shall notify TELKOM in writing immediately
         before the proposed sub-contractor is appointed. TELKOM shall advise
         within ten (10) Business Days if it has substantive objections to the
         appointment of any of such proposed sub-contractors and/or the work
         they were intended to do, and PARTNER shall take such objections into
         account so as to meet with TELKOM's approval.

40.4     The use of sub-contractors shall in no way relieve PARTNER from its
         responsibility to deliver the Deliverables to TELKOM (in particular to
         ensure that any Deliverables comply with all requirements of this
         Agreement) or to perform necessary tasks such as project management
         related to this responsibility in accordance with this Agreement.

40.5     PARTNER shall ensure that the addition or removal of any
         sub-contractors shall not impact the agreed Contract Value or
         implementation of the Scope of Work.

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Article 41.     Involvement of Local Entities

41.1     PARTNER shall use all reasonable efforts to maximize involvement of
         entities in Indonesia in its provision of Deliverables, the objective
         being to maximize financial benefits as well as transfer of knowledge
         and learning in Indonesia and thereby reduce TELKOM'S exposure to
         foreign exchange risk. In this connection, "all reasonable efforts"
         will be defined by reference to a minimum threshold level of local
         Indonesian involvement in executing the Project, comprising a
         percentage of the total contract value of the Project, which is minimum
         20% of the Contract Value of Package 2.

41.2     The Local Content requirement can be satisfied by reference to the
         total contract value of the Project executed through Local Indonesian
         Entities, whether as members of PARTNER, key subcontractors or through
         other external Indonesian parties.

41.3     TELKOM agrees that expenses of non-Local Indonesian Entities
         supporting the Project may be included in the calculation of total
         contract value for these purposes, including salaries paid to staff
         located in Indonesia (Indonesian nationals or residents only), property
         rental and other operational expenses of Indonesia offices,
         administrative materials and services acquired in Indonesia, provided
         that PARTNER executes an undertaking to TELKOM as provided below.

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41.4     The undertaking required by TELKOM shall state that PARTNER will, over
         the duration of the Project, procure certain materials and services
         within Indonesia (stating all categories of materials and services) to
         support the local operations of the overseas companies in the
         Consortium. Further, that all such procurements will be in accordance
         with the requirements stated either explicitly or implied by TELKOM in
         the RfP for the T-21 Program.

41.5     TELKOM reserves the right to verify, accept or reject all claims in
         part or in full regarding execution of the Project through Local
         Indonesian Entities, expenses of overseas companies and in regard to
         the claimed transfer of skills, technology and financial benefits.

Article 42.     Logistics

42.1     PARTNER shall provide all logistical requirements from the point of
         origin of the any equipment, components or other Project goods to the
         applicable Project Location/Site, inclusive of all charges, such as
         transport and transit, demurrage, storage, insurance, fees, levies,
         taxes, etc. In addition PARTNER shall quote the cost of all equipment
         related services (covering survey, design, planning, permits, right of
         way, services related to land acquisition, installation, integration,
         project management, insurance up to transfer of title, testing and
         commissioning, frequency licence acquisition and all related materials
         and expenses) for both imported and local goods.

42.2     PARTNER shall provide all arrangements for shipping/ transportation,
         forwarding and servicing equipment, components or other Project goods
         from their point of origin to the Project Location/Site where they are
         finally deployed.

42.3     PARTNER shall provide all warehousing requirements and explain the
         locations of the facilities to be used for this purpose. PARTNER will
         also be required to arrange for warehousing and storage facilities at
         installation sites to ensure proper storage and protection of all

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         equipment, components or other Project goods. PARTNER shall ensure that
         all equipment is adequately packaged and stored to avoid any damage.
         While in such warehousing, the equipment and material will be the sole
         responsibility of PARTNER.

42.4     PARTNER shall provide all required protection, insurance and other
         services to ensure safe delivery of the all equipment, components or
         other Project goods. PARTNER shall be responsible for any damage or
         loss of goods.

Article 43.     Inventory

43.1     PARTNER shall provide all services to ensure proper installation of
         equipment, components or other Project goods, provide optimal operating
         conditions and maximize the long term viability of the foregoing.
         PARTNER must provide all tools and equipment necessary to install and
         commission any Project equipment procured under this Agreement.

43.2     Provision of materials, labor, equipment, tools and machinery for
         installation shall consist of the following activities:

43.2.1   PARTNER's contractor shall provide all materials (including cables,
         connectors and other miscellaneous materials), labor, tools,
         transportation, telecommunication facilities (telephone, facsimile,
         etc.) and everything else necessary for completion of work in
         accordance with this Agreement;

43.2.2   PARTNER's contractor shall employ an adequate supervisory force and an
         adequate staff of experienced engineers, technicians and workmen to
         complete the Scope of Work in a satisfactory and workman like manner
         within the time specified in the this Agreement;

43.2.3   with the cooperation of TELKOM staff, all work at any Location/Site
         shall be carried out in such a manner as to minimize any obstructions
         to the operation of TELKOM's staff at such Location/Site;

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43.2.4   PARTNER and its sub-contractors shall itemize and provide all
         equipment, tools, measuring equipment, machinery and electrical power
         equipment necessary for execution of the Scope of Work in Indonesia;
         and

43.2.5   PARTNER and its sub-contractors shall provide a list of equipment,
         tools, measuring equipment, machinery and electrical power equipment
         which is used for installation purpose only.

43.3     Delivery and storage of Project equipment and materials shall consist
         of the following activities:

43.3.1   the PARTNER and its sub-contractors shall be responsible for storage
         arrangements during the interval from the delivery of equipment until
         it is required for installation;

43.3.2   the PARTNER and its sub-contractors shall be responsible for loading
         and unloading as well as handling of any equipment and materials at all
         stages up to Commissioning;

43.3.3   PARTNER and its sub-contractors shall also be responsible for unpacking
         (and repacking where necessary), identification and checking of
         materials and relevant invoices or other documents; and

43.3.4   PARTNER and its sub-contractors shall be responsible for handling and
         storage of any goods during transportation and at the site.

Article 44.     Local Support Infrastructure

44.1     PARTNER shall have local (Indonesian) infrastructure in place to
         support the T-21 Program as set out in Appendix 10. PARTNER shall
         provide TELKOM access to its local technical staff to ensure effective
         deployment, operations and timely problem solving. PARTNER shall use
         its best endeavours to ensure that such local support is timely, cost
         effective, and of high quality in order to meet TELKOM's desired
         service levels.

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Article 45.     Project Management

45.1     PARTNER shall propose a Project Management Plan ("PMP"), in a form as
         provided in Appendix 8 (Project Management Plan). TELKOM and PARTNER
         shall discuss and mutually agree on the details of the PMP.

45.2     Prior to start-up of Project activities, the Parties shall have agreed
         on a PMP containing at least the following:

45.2.1   Scope of Work;

45.2.2   Project organization and personnel;

45.2.3   Project activity plan and schedule by Location;

45.2.4   Reporting of progress and issues.

45.3     PARTNER shall appoint the Project personnel as described in the PMP
         including a Project Manager who will be responsible for contact with
         TELKOM with respect to resolving issues arising in the course of
         Project implementation. The Project Manager may also serve as one of
         the Project personnel referenced in the PMP.

45.4     The identity and qualifications of all Project personnel proposed by
         PARTNER to work on the Project, including the Project Manager as
         described in the PMP shall be notified in writing by PARTNER to TELKOM
         before appointment. The Project Manager shall only be appointed with
         TELKOM's prior approval. For all other Project personnel, TELKOM shall
         inform PARTNER of any objections within ten (10) Business Days of
         notification and any Project personnel to whom TELKOM objects shall not
         be appointed. Replacements must be equally well qualified and
         appropriate for the Project.

45.5     At TELKOM's sole discretion, TELKOM may appoint its Project Manager
         with whom PARTNER Project personnel shall maintain close cooperation
         and communication at all times. TELKOM

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         may also appoint local supervisors with whom PARTNER's local Project
         personnel shall maintain close cooperation and communication at all
         times.

45.6     TELKOM may object to and, after consultation with PARTNER direct
         PARTNER to remove from any site immediately any person employed by
         PARTNER or any sub-contractor at the site who, in the reasonable
         opinion of TELKOM, misconducts himself, has proved to be unsuitable
         under the terms of the Scope of Work or is incompetent or negligent in
         the performance of his duties, and such person shall not be employed
         again at any Project site except with the prior written approval of
         TELKOM.

45.7     PARTNER shall submit to TELKOM the required progress report described
         in the Scope of Work. With respect to any period covered by a progress
         report, in the event that PARTNER fails to inform TELKOM of any
         problem, TELKOM shall be entitled to presume that no such problem arose
         during such period. However, submission by PARTNER to TELKOM of the
         specified progress reports will not alter, amend or modify PARTNER
         obligations pursuant to any other provision of this Agreement.

45.8     PARTNER shall provide complete project management support to the
         Project including without limitation, managing the constituents members
         of PARTNER, subcontractors and other suppliers, as well as managing the
         acquisition of required sites, licenses, permits and rights of way.

45.9     PARTNER shall provide comprehensive and up-to-date reporting to TELKOM
         management at all appropriate levels to track progress of the Scope of
         Work, monitor key requirements, identify and address issues and ensure
         high quality of deployment achieved within budget.

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45.10    PARTNER shall provide the following types of reports to TELKOM during
         the period of deployment of the Network on a monthly basis:

         (a)      Deployment Status Update;

         (b)      Updated Issues Log;

         (c)      Shipment Tracking Report.

45.11    PARTNER shall at intervals of two (2) months submit an updated
         Implementation Schedule to TELKOM. The updated Implementation Schedule
         shall contain important milestones including:

45.11.1  Commencement of implementation of each Location;

45.11.2  Commencement of the detailed survey for each Location;

45.11.3  Completion of installation, construction designs, drawings associated
         with the Project;

45.11.4  Readiness dates for interim inspections, PARTNER own tests, and
         Commissioning tests for each Location/Site;

45.11.5  Manufacturing and transportation schedules of materials for each Sub-
         system per each Location including the times of factory performance
         tests.

45.12    Delivery of equipment, components, software and services by PARTNER,
         shall be in conformity with the provisions of this Agreement and/or the
         respective Purchase Order, including the time schedule and milestones
         set forth in Appendix 9 (Implementation Schedule).

45.13    Each alteration to the Implementation Schedule shall be upon mutual
         agreement of the Parties and valid only if executed as a Change Request
         signed by the authorized representative of each of the Parties.

45.14    PARTNER shall perform (without limitation) the following tasks with
         regards to the general business administration of the Project, i.e.:

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45.14.1  Invoicing and recordation of TELKOM payments;

45.14.2  personnel management;

45.14.3  Taxes; and

45.14.4  Insurance.

45.15    PARTNER shall report on the Project's progress, including any
         significant difficulties encountered, to TELKOM at monthly meetings in
         accordance with Article 26.3.

45.16    PARTNER shall liase with TELKOM in each DIVRE for deployment
         coordination and with regional authorities, public utilities and third
         parties in the areas for permits and Network roll-out. The liaison
         shall be arranged during regular monthly meetings with TELKOM and the
         following parties during Network roll-out: (i) TELKOM in the Regional
         Division area; (ii) other TELKOM contracting parties; and (iii)
         subcontractors.

45.17    In addition, the Parties shall arrange adhoc meetings as required on
         reasonable notice to deal with co-ordination and implementation related
         issues.

Article 46.     Research and Development

46.1     PARTNER shall from time to time at TELKOM's request consider
         participating in joint development efforts in the field of software and
         services enhancement. Any such joint development activities shall be
         mutually agreed upon as to the scope, responsibilities of each Party,
         allocation of costs and other mutually agreed items. TELKOM employees
         shall be actively involved in such development efforts and all
         Intellectual Property Rights developed shall be jointly owned.

46.2     Pursuant to Article 5.1.9, PARTNER shall provide timely notice to
         TELKOM of its newest tested technologies and any improvements it deems
         advantageous to TELKOM in the current Project "road map" of technology
         development.

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Article 47.      Training, Transfer of Know How and Development of Intellectual
                 Property

47.1     PARTNER shall provide training in accordance with this Article 47 and
         the detailed training requirements and schedule specified in Appendix
         19 (Training). TELKOM shall provide qualified engineers for training
         programs provided by PARTNER under this Agreement.

47.2     Training shall be conducted in two (2) parts, one in PARTNER's training
         center in Korea and the other in Indonesia. For both training
         locations, PARTNER shall provide class-room training ('Class') and
         On-the-job training ('Job'). PARTNER shall propose detailed schedules
         for both types of training based on TELKOM's requirements.

47.3     The training course shall cover 3 (three) areas of expertise, i.e.:

         (a)      SYSTEM ENGINEERING

                  PARTNER shall conduct training in an efficient manner to
                  produce well trained proficient personnel capable of
                  engineering. The course is intended to train personnel to have
                  basic knowledge of CDMA network planning and system design
                  engineering.

         (b)      OPERATION AND MAINTENANCE

                  The course is intended to train personnel to have basic
                  knowledge of system's operation and maintenance and who shall
                  be required to provide guidance and instruction, necessary to
                  the entire operation team after completion.

         (c)      BUSINESS DEVELOPMENT AND MARKETING

                  The course is intended to train

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                  personnel to have basic knowledge on how to develop the CDMA
                  FWA business and will include training on product knowledge
                  and marketing.

47.4     Overseas Training

47.4.1   The overseas training requirement for NSS and BSS is summarized below:

<TABLE>
<CAPTION>
                                                     NUMBER OF TRAINEES PER TRAINING
                                              -------------------------------------------
                                                     BSS PARTNER
                                              ---------------------------        NSS
                                                              PACKAGE 2        PARTNER
                        NUMBER OF             -------------------------------------------
                        TRAINING    DURATION               CLASS      JOB    CLASS    JOB
-----------------------------------------------------------------------------------------
<S>                     <C>         <C>       <C>    <C>   <C>        <C>    <C>      <C>
System Engineering      2 times     2 weeks                  10       N/A      10     N/A
-----------------------------------------------------------------------------------------
Operation and
Maintenance             2 times     2 weeks                  10        10      10      10
-----------------------------------------------------------------------------------------
Business
Development and
Marketing               2 times     2 weeks                  10       N/A     N/A     N/A
-----------------------------------------------------------------------------------------
</TABLE>

47.4.2   For overseas training, the following costs are included in the unit
         price:

         (a)      Daily allowance for accommodation and meals of $200 per
                  trainee including Saturday and Sunday and 2 days for travel
                  (arrival and departure)

         (b)      Airport tax, excess baggage and fiscal $500 per person

         (c)      Insurance, $50 per person

         (d)      Tuition fee (including training materials)

         (e)      Roundtrip airfares from Indonesia to PARTNER's Main Training
                  Center, according to the following rates:

                  (i) Europe          : $3,500/PAX

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                  (ii) United States  : $3,500/ PAX

                  (iii) Asia          : $1,500/PAX

                  (iv) Australia      : $2,000/PAX

47.5     In-Country Training

47.5.1   The in-country training requirement for NSS and BSS is summarized
         below:

<TABLE>
<CAPTION>
                                                     NUMBER OF TRAINEES PER TRAINING
                                              -------------------------------------------
                                                      BSS PARTNER
                                              ---------------------------        NSS
                                                              PACKAGE 2        PARTNER
                        NUMBER OF             -------------------------------------------
                        TRAINING    DURATION               CLASS      JOB    CLASS    JOB
-----------------------------------------------------------------------------------------
<S>                     <C>         <C>       <C>    <C>   <C>        <C>    <C>      <C>
System Engineering      2 times     2 weeks                  10       N/A      10     N/A
-----------------------------------------------------------------------------------------
Operation and
Maintenance             2 times     2 weeks                  10        10      10      10
-----------------------------------------------------------------------------------------
Business
Development and
Marketing               2 times     2 weeks                  10       N/A     N/A     N/A
-----------------------------------------------------------------------------------------
</TABLE>

47.5.2   For local training, the following costs per trainee are included in the
         unit price:

         (a)      Divlat (TELKOM's training center) fee: $350 per week for
                  accommodation, meals and training venue (not required for
                  on-the-job training)

         (b)      Tuition Fee (including training materials)

47.6     Training Materials and Tools

47.6.1   PARTNER shall provide the following materials and tools for class-room
         training:

         (a)      Introduction of CDMA FWA including supported services;

         (b)      System Planning, Engineering, Operation and Maintenance
                  Procedures;

         (c)      Network Planning, which includes Traffic Engineering and

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                  Link Budget;

         (d)      Installation and Test Procedures; and

         (e)      Troubleshooting.

47.6.2   PARTNER shall propose the following training material and tools, for on
         the job training:

         (a)      Operation and maintenance procedure of CDMA FWA;

         (b)      System performance measurement; and

         (c)      Trouble shooting by measuring equipment.

Article 48.      Management Forum

The Parties shall establish a regular channel of communication between their
respective managements and shall hold meetings on a semi-annual basis to discuss
the progress of the T-21 Program.

Article 49.      Development of Indonesian Industry

The Parties agree to support the development of the Indonesian
telecommunications industry and to maximise the benefit of the T-21 Program to
local industry. In additional to providing economic benefit through maximising
local procurement, TELKOM and PARTNER have agreed on other steps that they will
take together, including setting up educational or training centres, and working
with TELKOM to develop business models to promote new local business
opportunities arising out of the deployment of T.21 Program technologies such as
new CDMA content development. PARTNER has also agreed to consider supplying CDMA
20001x test bed systems and trainers to the planned educational or training
centers for CDMA 20001x, ED-DO/-DV and other CDMA Technology training of TELKOM
and other Project staff. The Parties agree to discuss the technical and
financial aspects of such joint actions and within ninety (90) days after the
effective date of this Agreement, agree on an implementation plan for
development of the Indonesian telecommunication industry in accordance with
PARTNER's commitments in its response to the RfP.

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CHAPTER 5. TECHNICAL PROVISIONS

Article 50.      General Requirement for Equipment

50.1     All equipment supplied by PARTNER to TELKOM shall:

50.1.1   meet the agreed requirements in Appendix 5 (Technical Specifications);

50.1.2   function in accordance with the technical documentation in the
         Technical Specifications;

50.1.3   have obtained type approval from DGPT and met TELKOM's quality
         assurance standards.

50.1.4   at delivery meet the requirements prescribed by or pursuant to the
         applicable laws, rules, regulations, guidelines, and standards of all
         applicable jurisdictions;

50.1.5   conform to the Technical Specifications and be free of material,
         production, construction and design faults;

50.1.6   be manufactured from new and sound material;

50.1.7   at a minimum comply with the MTBF (Mean-Time-Between-Failures) values
         submitted by PARTNER and as updated from time to time;

50.1.8   be packed adequately; and

50.1.9   be accompanied by the agreed upon Documentation in English.

50.2     Until Commissioning of the relevant equipment, software and components
         in any Purchase Order in which software is included, software delivered
         by PARTNER shall not contain viruses or any improper additions or
         modifications. "Viruses" includes time bombs, worms, 'trojan horses',
         drop dead devices, back door devices or any other components, which may
         fully or partly affect the

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         intended functioning of the software. "Additions and modifications"
         mean software components which modify the functionality in a different
         way from that set forth in the applicable specifications. PARTNER shall
         not be entitled to activate a virus to the detriment of TELKOM. If
         PARTNER detects a virus or addition/modification or symptoms of a virus
         prior to Commissioning and during the SLA period, it shall immediately
         inform TELKOM and undertake its best efforts to eliminate the virus or
         the addition/modification and prevent damage for TELKOM at no charge.

Article 51.      Quality Assurance

51.1     PARTNER shall make all reasonable efforts to ensure that TELKOM at its
         discretion, is entitled to inspect and/or audit the development,
         production and installation phases of the processes of all members of
         PARTNER's consortium and its sub-contractors. PARTNER shall cooperate
         with TELKOM in case TELKOM elects at its expense to conduct such
         inspections and/or audits.

51.2     PARTNER shall make a final inspection of all Deliverables prior to
         delivery to TELKOM and a report containing the results of the final
         inspection shall be supplied to TELKOM on delivery.

51.3     If and in so far as any equipment or a component thereof is produced by
         a sub-contractor working for PARTNER, PARTNER shall include similar
         provisions in its contract with the sub-contractor in order to enable
         TELKOM to perform inspections of a similar nature.

Article 52.      Survey, Design, and Planning

52.1     The planning and design activities for the Project must be able to
         fully accommodate the JPS, DRM and monthly meeting mechanism described
         in Article 26 and the flexible procurement mechanism as described in
         Article 27 of

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         this Agreement.

52.2     The planning and design works shall consist of the following
         activities:

52.2.1   Survey of the Location/Site(s)

         PARTNER shall determine the optimum Location/Site for installation of
         the equipment, provided that the optimum Location/Site should
         preferably be in the premises of TELKOM or its subsidiaries in order to
         ease network integration and maintenance.

52.2.2   Maximizing use of existing infrastructure

         Based on the information acquired during site surveys and data provided
         by TELKOM, PARTNER will be required to maximize and optimize all
         reusable infrastructure and incorporate it into the equipment
         requirements. The underlying objective shall be to maximize the asset
         turnover of TELKOM while ensuring that current infrastructure or future
         development/ expansion will not be impacted adversely. TELKOM shall
         review and agree to the list proposed by PARTNER before PARTNER may
         utilize it to support network roll-out.

52.2.3   Proposing more efficient solutions

         PARTNER shall propose a more efficient solution, if available, after
         TELKOM's review of PARTNER initial roll-out plan. Such solution shall
         highlight areas of improvement from the original plan.

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52.2.4   Network optimization planning

         PARTNER will be required to conduct Network optimization planning
         together with TELKOM considering both existing and future Network
         requirements. Network optimization planning must be able to fully
         accommodate the JPS, DRM and monthly meeting mechanism and the
         flexibility procurement mechanism provided for in Articles 26 and 27,
         respectively, of this Agreement. Network optimization planning shall
         consist of the proposed plan and improvement of the current plan
         including potential implication to the overall network performance.
         Network optimization planning shall take into account the following
         technical aspects:

         (a)      ease of maintenance/operation;

         (b)      network reliability (diversity to important subscriber);

         (c)      flexibility to demand fluctuation (capacity and features);

         (d)      expandability of the Network;

         (e)      ease of construction and integration; and

         (f)      interoperability.

Article 53. Site Preparation, Acquisition, Rights of Way and Permits

53.1     The Parties shall be responsible for preparing the Locations/Sites
         where the Deliverables are to be installed in accordance with Appendix
         3 (Scope of Work). For the avoidance of doubt the Scope of Work does
         not include site acquisition and preparation for NSS equipment.

53.2     PARTNER shall perform all necessary tasks to ensure Location/Site
         preparation for Network roll-out in coordination with TELKOM, as
         follows:

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53.2.1   arrange and acquire all the permits required to perform the work, such
         as (but not limited to) installation permits, rights of way, and other
         permits necessary either from local municipality or other parties. The
         cost for acquiring the permit are included in the unit price and shall
         not be priced separately;

53.2.2   acquire the right of use of land on a rental basis, subsequent to
         TELKOM's approval to install towers for mounting the antennas or for
         other needs relating to the Project;

53.2.3   conduct the land acquisition process, in the event rental is not
         possible, subsequent to TELKOM's approval to install towers for
         mounting the antennas or for other needs relating with the Project.
         TELKOM shall provide and procure that its subsidiaries provide all
         reasonable assistance to PARTNER where the land is under their control.
         The cost associated with the land acquisition process (but not the cost
         of the land, rental and lease fee itself) shall be borne by the
         PARTNER. The cost of the land itself shall be agreed in advance with
         TELKOM (such agreement not to be unreasonably withheld or delayed).
         TELKOM shall make full payment to PARTNER for the cost of the land,
         rental or lease promptly upon acquiring legal title to the land (as
         evidenced by the executed sale and purchase of land deed) or upon
         execution of the applicable rental or lease contract.

53.3     PARTNER shall arrange and acquire a frequency license from Directorate
         General of Post and Telecommunication (DGPT) on behalf of TELKOM.
         TELKOM will assist PARTNER by issuing the appropriate cover letter to
         DGPT. For the avoidance of doubt, PARTNER shall not own the license,
         but will simply support TELKOM by providing technical assistance and
         consulting services (which are included in the unit prices). The cost
         associated with the frequency acquisition process (but not the cost of
         the license itself) shall be borne by PARTNER. TELKOM shall make full

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<PAGE>

         payment to PARTNER for the cost of the license itself promptly upon
         TELKOM's receipt of the license.

Article 54.      Installation Procedures and Standards

54.1     PARTNER shall provide all services to ensure proper installation of all
         equipment, provide optimal operating conditions and maximize its long
         term viability. PARTNER shall must provide all tools and equipment
         necessary to install and commission their equipment.

         PARTNER shall provide equipment installation services that shall
         consist of the following activities:

54.1.1   provision of materials, labor, equipment, tools and machinery for
         installation;

54.1.2   materials delivery and storage;

54.1.3   transportation of goods;

54.1.4   installation of the equipment;

54.1.5   cleaning-up sites; and

54.1.6   site preparation plan and drawings.

54.2     Provision of materials, labor, equipment, tools and machinery for
         installation shall consist of the following activities:

54.2.1   PARTNER's contractor shall provide all materials, labor, tools,
         transportation, telecommunication facilities (telephone, facsimile,
         etc.) and everything else necessary for completion of work in
         accordance with this Agreement;

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54.2.2   PARTNER's contractor shall employ an adequate supervisory force and an
         adequate staff of experienced engineers, technicians and workmen to
         complete the work in a satisfactory and workman like manner within the
         time specified in this Agreement;

54.2.3   with the cooperation of TELKOM staff, all work at each Location/Site
         shall be carried out in such a manner as to minimize any obstructions
         to the operation of TELKOM's staff at site;

54.2.4   PARTNER's contractor shall itemize and provide all equipment, tools,
         measuring equipment, machinery and electricity necessary for execution
         of the Scope of Work in Indonesia; and

54.2.5   PARTNER's contractor shall provide a list of equipment, tools,
         measuring equipment, machinery and electricity which is used for
         installation purpose only.

54.3     Installation of the equipment shall consist of the following
         activities:

54.3.1   PARTNER's contractor shall be responsible for providing connection and
         integrating sub-components into system units, i.e. NSS and BSS;

54.3.2   PARTNER's contractor shall be responsible for system unit check and
         shall ensure the each system units functions as required.

54.4     Cleaning-up at each Location/Site shall be conducted during
         installation periods and consist of the following activities:

54.4.1   PARTNER's contractor shall keep the work and storage areas clean and
         tidy and shall remove daily all combustible rubbish from inside and
         near the buildings, structures and plant;

54.4.2   upon completion of each installation, PARTNER's contractor shall remove
         from the Location/Site as early as possible all

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         tools, appliances, packing cases and plant not constituting an integral
         part of this Agreement.

54.5     PARTNER's contractor shall either remove or level as required by
         TELKOM's Project Manager, all excess earth or spoils resulting from any
         excavation.

54.6     PARTNER's contractor shall make good to the satisfaction of TELKOM's
         Project Manager at his own expense, all damages to buildings, plants,
         finishes, etc., caused by contractor, his subcontractor(s) and/or their
         employees.

Article 55.      Testing and Commissioning

55.1     NSS Pre-Commissioning Activities

55.1.1   The testing and commissioning activities contained in this Article
         shall be read in conjunction with Appendix 17 (Quality Assurance
         Guidelines/Acceptance Testing Procedures). Prior to PARTNER's personnel
         being dispatched to a Location where the NSS is being installed,
         PARTNER shall cause its sub-contractor to provide to PARTNER and
         TELKOM a completed "Location/Site Readiness Checklist*. The completed
         checklist shall be verified and signed off by PARTNER's designated
         representative assigned to the wireless network in which the work is
         being performed. Upon the successful completion of the Location/Site
         Readiness Checklist the Location/Site will be declared "Location/Site
         Ready".

55.1.2   Once the Location/Site is declared "Location/Site Ready", PARTNER will:

         (a)      provide a Commissioning team to execute the PARTNER's Own
                  Tests and the Commissioning tests after obtaining approval
                  from PARTNER's sub-contractor, who shall be notified
                  reasonably in advance of the commencement of Commissioning and
                  invited to send qualified personnel to witness the MSC
                  Commissioning;

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         (b)      provide all tools and test equipment required to Commission
                  the MSC;

         (c)      scan the bar code on all field replaceable MSC units and
                  organise the data for the purposes on maintaining site
                  specific historical information;

         (d)      test all E1 interconnects including backhaul straight span,
                  drop and insert tests; and

         (e)      test electrical (AC) power availability at the place where the
                  MSC is located.

55.2     BTS Pre-Commissioning Activities

55.2.1   Prior to PARTNER's personnel being dispatched to a Location/Site where
         the BTS is being installed, PARTNER shall cause its sub-contractor to
         provide to PARTNER and TELKOM a completed Location/Site Readiness
         Checklist. The completed checklist shall be verified and signed off by
         PARTNER's designated representative assigned to the wireless network in
         which the work is being performed. Upon the successful completion of
         the Location/Site Readiness Checklist the Location/Site will be
         declared "Location/Site Ready".

55.2.2   Once the Location/Site is declared "Location/Site Ready", PARTNER
         shall:

         (a)      provide a Commissioning team to execute the PARTNER's Own
                  Tests and the Commissioning tests after obtaining approval
                  from PARTNER's sub-contractor, who shall be notified
                  reasonably in advance of the commencement of Commissioning;

         (b)      provide all tools and test equipment (including handsets in
                  sufficient numbers) required to Commission the Cell Site
                  Cabinet/Carrier;

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         (c)      install and connect all batteries and circuit packs delivered
                  to the relevant Location/Site]

         (d)      provide, place and terminate all RF cables from (i) the BTS to
                  the antenna cables(s)/ feeder cables brought to BTS equipment
                  room by PARTNER's sub-contractor and (ii) from the BTS to the
                  GPS, including all clamps, connectors, etc; and

         (e)      install all required amplifiers and other elements as
                  necessary for adding carriers to an existing BTS Cabinet.

55.3     BSC Pre-Commissioning Activities

55.3.1   Prior to PARTNER's personnel being dispatched to a Location where the
         BSC is being installed, PARTNER shall cause its sub-contractor to
         provide to PARTNER and TELKOM a completed Location/Site Readiness
         Checklist. The completed checklist shall be verified and signed off by
         PARTNER's designated representative assigned to the wireless network in
         which the work is being performed. Upon the successful completion of
         the Location/Site Readiness Checklist the Location will be declared
         "Location/Site Ready".

55.3.2   Once the Location is declared "Location/Site Ready", PARTNER shall:

         (a)      provide a Commissioning team to execute the PARTNER's Own
                  Tests and the Commissioning tests after obtaining approval
                  from PARTNER's sub-contractor, who shall be notified
                  reasonably in advance of the commencement of Commissioning;

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         (b)      provide all tools and test equipment (including handsets in
                  sufficient numbers) required to Commission the Cell Site
                  Cabinet/Carrier;

         (c)      provide, place and terminate all the cables from:

                  (i)      Tx equipment

                  (ii)     MSC

                  (iii)    PDSN

                  (iv)     other BSCs, including all clamps, connectors, etc.

55.4     Testing and Equipment Certification

55.4.1   PARTNER shall be required to perform and facilitate system tests for
         all equipment and components delivered under this Agreement.

55.4.2   The Commissioning tests shall comprise of the Sub-system Acceptance
         Tests and the Integrated System Acceptance Tests. A summary of the
         testing, commissioning and certification conditions are summarized in
         the table provided below:

<TABLE>
<CAPTION>
        NAME OF TEST                           CERTIFICATE                           CONDITION FOR CERTIFICATION
----------------------------------------------------------------------------------------------------------------
<S>                              <C>                                                 <C>
Factory Performance Test         No certification issued, but TELKOM should have     None
                                 access to the results of the test
----------------------------------------------------------------------------------------------------------------
Goods Delivery Test              Goods Delivery Certificate                          Passes visual inspection.
----------------------------------------------------------------------------------------------------------------
PARTNER Own Test                 No certification issued, but TELKOM should be       None
                                 provided with the results of the test prior to
                                 the Sub-system Acceptance Test.
----------------------------------------------------------------------------------------------------------------
Sub-System Acceptance Test       No certification issued, but TELKOM
                                 should be provided with the results
                                 of the test prior to the Integrated
                                 System Acceptance Test.
----------------------------------------------------------------------------------------------------------------
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
           NAME OF TEST                            CERTIFICATE                        CONDITION FOR CERTIFICATION
------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                           <C>
Integrated System Acceptance Test     Partial Integrated System Acceptance Test     A system test has been
                                      Certificate                                   completed for the equipment,
                                                                                    satisfying all relevant
                                                                                    requirements under this
                                                                                    Agreement except for end to
                                                                                    end connectivity
                                      ----------------------------------------------------------------------------
                                      Integrated System Acceptance Test             All system tests have been
                                      Certificate                                   completed for the equipment,
                                                                                    satisfying all relevant
                                                                                    requirements, including end to
                                                                                    end connectivity
------------------------------------------------------------------------------------------------------------------
Civil Work Acceptance Test            Certificate (for foundation)                  Passed third party and/or
                                      Certificate (for tower)                       TELKOM  quality checks
                                      Certificate (others)
------------------------------------------------------------------------------------------------------------------
</TABLE>

55.5     Factory Performance Test

55.5.1   PARTNER shall perform factory performance tests of all equipment to be
         deployed to ensure that the equipment is complete in all respects and
         complies with the terms of the Agreement. Details of the factory
         performance test are set out in Appendix 16.

55.5.2   PARTNER shall provide TELKOM with full access to the results of the
         factory performance tests including without limitation evidence in the
         form of certification letter provided by the factory.

55.5.3   Successful completion of the factory acceptance tests are a
         pre-requisite for Sub-System Acceptance Tests.

55.6     Goods Delivery Test

55.6.1   TELKOM shall visually inspect the equipment on delivery to the
         installation Location/Site based on a copy of the goods shipping
         documents and TELKOM's Project Manager shall promptly (and no later
         than five (5) Business Days) issue a Goods Delivery

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         Certificate if there is no obvious physical damage to the equipment and
         the quantity of equipment delivered is correct according to the
         supporting Documentation provided.

55.6.2   Issue of a Goods Delivery Certificate shall not constitute acceptance
         of the equipment nor shall it affect TELKOM's rights under this
         Agreement.

55.7     PARTNER Own Test

55.7.1   PARTNER shall perform on-Location/Site tests of each individual Network
         Sub-system (BSS and/or NSS) following installation.

55.7.2   Successful completion of PARTNER's Own Tests are a pre-requisite for
         Sub-system Acceptance Tests.

55.7.3   The tests for NSS shall comprise of tests to determine the overall
         equipment functionality of:

         (a)      Mobile Switching Center (MSC) and Visitor Location Register
                  (VLR);

         (b)      Home Location Register (HLR);

         (c)      Authentication Center (AC);

         (c)      Interworking Function (IWF);

         (d)      Wireless Intelligent  Network (WIN);

         (e)      Short Message Service Center (SMSC);

         (f)      WAP Gateway and Server;

         (g)      Voice Mail System (VMS);

         (h)      NSS Network Element Manager (NSS NEM).

55.7.4   The tests for BSS shall comprise of tests to determine the overall
         equipment functionality of:

         (a)      Base Station Controller (BSC);

         (b)      Base Transceiver System (BTS);

         (c)      Antenna;

         (d)      Transmission Equipment;

         (e)      BSS Network Element Manager (BSS NEM).

55.7.5   The tests for PDN shall comprise of tests to determine the overall
         equipment functionality of:

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<PAGE>

         (a)      Packet Data Serving Node (PDSN) device;

         (b)      Authentication, Authorization and Accounting (AAA);

         (c)      Home Agent (HA);

         (d)      Directory Number System (DNS);

         (e)      Fire Wall;

         (f)      PDN Network Element Manager (PDN NEM).

55.7.6   PARTNER shall provide TELKOM with the results of PARTNER's Own Tests
         when it requests TELKOM to attend the Commissioning.

55.8     Commissioning: Sub-System Acceptance Test

55.8.1   Upon completion of PARTNER Own Tests, PARTNER shall conduct tests of
         each individual Sub-system in the presence of TELKOM as a witness.

55.8.2   The tests shall be conducted during normal weekday working hours and
         PARTNER shall liaise with TELKOM at least fourteen (14) calendar days
         before the proposed test date to fix the timing and resources required
         for the test. PARTNER shall co-ordinate the test dates across the
         relevant DIVRE to ensure that the tests are scheduled efficiently.

55.8.3   Successful completion of the Sub-system Acceptance Tests are a
         pre-requisite for Integrated System Acceptance Tests.

55.8.4   The tests for NSS shall comprise of tests to verify the overall
         functionality of:

         (a)      Mobile Switching Center (MSC) (and Visitor Location Register
                  (VLR));

         (b)      Home Location Register (HLR);

         (c)      Authentication Center (AC);

         (d)      Interworking Function (IWF);

         (e)      Wireless Intelligent Network (WIN);

         (f)      Short Message Service Center (SMSC);

         (g)      WAP Gateway and Server;

         (h)      Voice Mail System (VMS);

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<PAGE>

         (i)      NSS Network Element Manager (NSS NEM).

55.8.5   The tests for BSS shall comprise all tests necessary to verify the
         overall equipment functionality of:

         (a)      Base Station Controller (BSC);

         (b)      Base Transceiver System (BTS);

         (c)      Antenna;

         (d)      Transmission Equipment;

         (e)      BSS Network Element Manager (BSS NEM).

55.8.6   The tests for PDN shall comprise tests to verify the overall equipment
         functionality of:

         (a)      Packet Data Serving Node (PDSN);

         (b)      Authentication, Authorization and Accounting (AAA);

         (c)      Home Agent (HA);

         (d)      Directory Number System (DNS);

         (e)      Fire Wall;

         (f)      PDN Network Element Manager (PDN NEM).

55.8.7   In addition the following on-Location tests shall be conducted for each
         Sub-system:

         (a)      Mechanical, quantity and appearance checks;

         (b)      Workmanship checks;

         (c)      Construction, installation, cabling, wiring, fixing, equipment
                  foundation, painting and galvanizing, appearance and
                  mechanical strength and labeling checks;

         (d)      Meter and Alarm Indication check;

         (e)      Power supply checks;

         (f)      Losses contact checks.

55.8.8   PARTNER shall provide TELKOM with full access to the results of any
         Sub-system Acceptance Tests before initiating any Integrated System
         Acceptance Tests.

55.9     Commissioning: Integrated System Acceptance Test

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<PAGE>

55.9.1   PARTNER shall conduct Integrated System Acceptance Tests in the
         presence of TELKOM as a witness upon completion of the Sub-system
         Acceptance Tests (including tests on measuring equipment and spare
         parts) to ensure that a System is functioning as designed and ready for
         acceptance by TELKOM.

55.9.2   PARTNER shall prepare a comprehensive testing plan and test procedure
         for TELKOM's approval.

55.9.3   The smallest Network element that may be System tested shall be a BTS
         and its associated equipment. All System tests must be carried out on a
         end to end basis (i.e., PSTN to MSC to BSC to BTS to test subscribers)
         to verify that:

         (a)      the installed system complies with the Technical
                  Specifications of the Agreement;

         (b)      the System has been demonstrated to be compatible with the
                  existing exchange, BSS and other Systems;

         (c)      the equipment is interoperable and interconnected with
                  existing PSTN and PLMN operational systems.

55.9.4   The tests shall be conducted during normal weekday working hours and
         PARTNER shall liaise with TELKOM at least ten (10) Business Days before
         the proposed test date to fix the timing and resources required for the
         test. PARTNER shall co-ordinate the test dates across the relevant
         DIVRE to ensure that the tests are scheduled efficiently.

55.9.5   In addition, PARTNER shall provide TELKOM with details of all
         transmission links and assistance to be provided by TELKOM. TELKOM may
         postpone the test date if the transmission links required cannot be
         provisioned in time.

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<PAGE>

55.9.6   TELKOM shall within ten (10) Business Days issue a Integrated System
         Acceptance Test Certificate for the equipment tested once:

         (a)      all the relevant System tests have been successfully
                  completed;

         (b)      all required test equipment and necessary tools have been
                  supplied; and

         (c)      all handbooks, as-built drawings, inventory list and other
                  information necessary for maintenance of the relevant System
                  have been supplied.

         The Integrated System Acceptance Test Certificate shall be issued on a
         per Location basis. In the event that any Sub-system or Site within the
         Location cannot be tested caused by any reason, a Partial Integrated
         System Acceptance Test Certificate may be issued for the Location
         covering only the Commissioned Sub-system(s) or Site(s).

55.9.7   In the event that TELKOM is unable to provide, where required, the
         necessary transmission links and/or an E1 link at the PSTN switch to
         connect the Network elements to each other, but it is shown that the
         relevant System otherwise fulfils all the requirements above, TELKOM
         shall issue a Partial Integrated System Acceptance Test Certificate
         within ten (10) Business Days.

55.9.8   15% of the applicable Contract Value for the equipment tested shall be
         payable on TELKOM's issuance of the Integrated System Acceptance Test
         Certificate or Partial Integrated System Acceptance Test Certificate,
         as the case may be. The applicable PAYG Payment Period shall commence
         only on issuance of the relevant Integrated System Acceptance Test
         Certificate.

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<PAGE>

55.9.9   If TELKOM offers a System for commercial service which has not yet
         received an Integrated System Acceptance Test Certificate, then this
         System shall be deemed to have been tested and accepted and TELKOM
         shall issue the relevant Integrated System Acceptance Test Certificate
         in accordance with Article 55.9.6.

55.10    Civil Work Tests

55.10.1  PARTNER shall regularly inspect all civil works in progress on a
         continuous and/or interim basis, based on the civil work test plan
         submitted to and agreed by TELKOM. The test plan shall include the
         proposed frequency of the inspections and the test protocol to be used.
         The test protocol shall be in the form of worksheets to be used on
         Location/Site as the work progresses.

55.10.2  TELKOM will issue certificates at each stage of work once the civil
         work tests are successfully completed based on the agreed test
         protocol.

Article 56.       Integration, Interoperability and Compatibility

56.1     Integration and Interconnection

56.1.1   The CDMA Network consisting of NSS and BSS shall interface with:

         (a)      TELKOM's PSTN via standard 2 Mbps interface (E-1) link and be
                  connected to external ATM/ IP data network via an Inter-
                  Working Function (IWF) device. Details of the NSS
                  interconnection requirements are set out in Appendix 5
                  (Technical Specifications); and

         (b)      TELKOM's data network via a PDSN (Packet Data Serving Node)
                  device as part of the PDN (Packet Data Network) supplied by
                  PARTNER.

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<PAGE>

56.1.2   In particular, PARTNER shall ensure without limitation that:

         (a)      the NSS equipment is integrated with the existing PSTN,
                  TELKOM's Signalling Transfer Point (STP) for CCS #7 signalling
                  system, and Public Land Mobile Network (PLMN);

         (b)      the BSS/BSC is integrated with the NSS and PDN (Packet Data
                  Network) equipment; and

         (c)      all related Sub-systems within the NSS, BSS and PDN to be
                  delivered by PARTNER are integrated with each other.

56.2     Interoperability Requirement

56.2.1   The NSS equipment must be interoperable with BSS equipment from other
         CDMA FWA vendors which shall be based on the IOS 4.0. The
         interoperability between the NSS equipment and value added services
         equipment from other vendors shall be based on IS 41D standard.

56.2.2   The BSS equipment must be interoperable with NSS equipment provided by
         PARTNER and compatible with CDMA IOS 4.0 standards.

56.2.3   PARTNER shall provide TELKOM with supporting evidence in the form of a
         written statement or certificate from operators, certification body, or
         PARTNER stating operator's name and contact information, location,
         types of NSS and BSS equipment, and examples where interoperability
         occurs. TELKOM shall issue an IOP Certificate to PARTNER in accordance
         with the Interoperability Commitment Agreement following successful
         completion of its own interoperability (IOP) tests.

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56.3     Compatibility

56.3.1   All new software releases or versions shall be backwards compatible
         with previous releases and versions.

Article 57.      Cut Over Procedures

57.1     PARTNER shall ensure that the cut over of any equipment on the Network
         (for example, where a BTS is to be disconnected from an existing BSC
         and reconnected to a new BSC being installed or where a BSC is to be
         disconnected from an existing NSS and reconnected to a new NSS being
         installed) does not interfere with the operation of the Network.

57.2     PARTNER shall liaise with TELKOM as to the procedures and timing for
         the cut over and any cutover should take place during the hours of 2:00
         am - 4:00 am (the "Cutover Period"), unless otherwise agreed by TELKOM.

57.3     PARTNER shall ensure that the previous connections can be
         re-established without any interruption to the Network in the event
         that the cutover does not work properly or perform satisfactorily. In
         the event that the cutover appears unlikely to be completed during the
         Cutover Period, PARTNER shall re-establish the previous connection and
         re-attempt the cut over the following day.

57.4     PARTNER shall indemnify TELKOM against any loss or damage suffered as a
         result of any interruption to the Network (including without limitation
         any service interruption or system downtime) occurring outside the
         Cutover Period caused by a cut over that results in a revenue loss for
         TELKOM, in accordance with Article 11.

57.5     These Cutover procedures shall also be applicable to Package 1.

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Article 58.      Compliance with Environmental Standards

58.1     The Deliverables supplied by PARTNER shall comply with all applicable
         legal requirements and shall not contain any legally prohibited
         substances and/or preparations. The Deliverables shall not contain any
         substances and/or preparations that cannot be processed by means of a
         normal waste processing method.

58.2     PARTNER shall allow TELKOM to examine its degree of environmental care
         and provide reasonable assistance to TELKOM in examining that of the
         manufacturers concerned.

58.3     PARTNER shall provide TELKOM with the following information early
         enough to give TELKOM reasonable time to pass it on to all parties
         involved before Deliverables are received:

58.3.1   which substances and/or preparations present in the equipment are
         harmful to people, property or the environment, including soil, water
         and air;

58.3.2   where such substances and/or preparations are located in the equipment
         and how the components concerned must be treated at the end of their
         useful life and at the end of the useful life of the equipment, and how
         such components can be removed from the equipment safely and correctly;

58.3.3   which regulations are applicable to the transport, storage,
         installation, use, dismantling and processing of the substance in
         connection with the harm it is capable of causing; and

58.3.4   how to improve the information distribution/acquisition process at and
         by TELKOM to a reasonable extent without raising its costs.

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58.4     PARTNER shall state which components of the equipment are suitable for
         re-use or recycling other than by incineration at the end of its useful
         life. PARTNER shall retrieve the equipment from TELKOM for this purpose
         or pay TELKOM an appropriate fee for waste processing/recycling.

58.5     PARTNER shall provide TELKOM with the above-mentioned information,
         either via an electronic information carrier or electronically in a
         commonly used computer program and in a format requested by TELKOM.

58.6     PARTNER shall warrant that all of the information provided to TELKOM is
         complete and correct to the best of its knowledge.

Article 59.      Development of Mediation Device

PARTNER shall at TELKOM's request develop and provide interfaces to TELKOM's
customer care, billing, NMS, VMS, SMS, MMSC, WAP and other value added services
systems. The cost of the development (save in the case of the mediation device
for the NMS as already agreed in Appendix 4) shall be agreed in advance with
TELKOM and then added to the Contract Value of the Purchase Order associated
with the equipment with which the mediation device will be used. 25% of the
development costs shall be paid on commissioning of the mediation device, and
the remaining 75% paid by TELKOM in accordance with the PAYG payment scheme for
the associated equipment.

Article 60.      Documentation

60.1     PARTNER shall provide an adequate number of handbooks and drawings that
         shall be required to support equipment maintenance, installation, and
         test function. Handbooks and drawings shall include assembly drawings,
         wiring information, schematics, drawings, circuit diagrams/descriptions
         and complete instruction for familiarization, installation, operation,
         theory, maintenance, and parts replacements, as well as appropriate
         system drawings. Instruction handbooks for each piece of equipment
         shall be prepared separately, and

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         submitted to TELKOM. Instruction handbooks to be supplied shall include
         but not be limited to the following:

60.1.1   Installation and system handbooks;

60.1.2   Equipment handbook including Standard Operating Procedure (SOP) and
         Standard Maintenance Procedure (SMP);

60.1.3   Repair handbooks including circuit diagrams;

60.1.4   Customer handbooks for the fixed terminal shall include assembly
         drawings, wiring information, and complete instruction for
         familiarization, installation, maintenance, and parts replacement;

60.1.5   Customer handbooks for the mobile handset shall include only complete
         instruction for familiarization, maintenance and part replacement. All
         handbooks shall be prepared in English and the metric system of weights
         and measures should be used.

60.2     PARTNER shall maintain and keep updated a Project library in Indonesia
         containing all relevant documents related to the Project, including
         without limitation, minutes of each JPS, DRM and-monthly meeting, all
         Purchase Orders, demand forecasts, Change Requests, each agreed
         revision of the Implementation Plan and all correspondence between
         PARTNER, its sub-contractors and TELKOM. The Project library shall be
         accessible by TELKOM and its representatives during normal working
         hours and TELKOM may from time to time request copies of all or parts
         of the Project library to be supplied to it at no further cost. The
         Project library shall be handed over to TELKOM on termination of this
         Agreement.

60.3     PARTNER shall submit drawings and documents (including as-buiit,
         assembly, connection and allocation drawings) related to the relevant
         Systems and Sub-systems installed.

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60.4     Any drawings and documents with respect to the relevant Systems or Sub-
         systems owned by PARTNER related to the relevant Deliverables shall be
         kept for the life-time of such System or Sub-system to enable PARTNER
         to procure any parts which need replacement and/or expansion of such
         System or Sub-system if so required at any time.

60.5     Any Intellectual Property Rights with respect to any drawings,
         specifications and data which are issued by the respective Parties
         pursuant to the implementation of this Agreement shall remain the
         property of the respective Parties in accordance with this Agreement.

60.6     Any incompleteness, doubts with respect to breakdown and/or elaboration
         contemplated in any documents and/or those which constitute parts of
         this Agreement shall be presented to TELKOM for clarification.

60.7     As long as PARTNER is providing maintenance and support in accordance
         with this Agreement and the applicable SLA, the cost of updates to the
         Documentation shall be included in the fees paid by TELKOM to PARTNER
         pursuant to the relevant SLA. For ihe avoidance of doubt, the costs of
         the Documentation shall be payable under general services.

60.8     All Documentation shall be in accordance with the requirements stated
         in the RfP. The standard documents required to be provided by PARTNER
         are listed in Appendix 22 (Documentation).

60.9     At the first JPS, PARTNER shall submit to TELKOM its plan to execute
         the Location/Site survey consisting, without limitation of the
         following items:

60.9.1   time schedule;

60.9.2   manpower schedule;

60.9.3   team organization.

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60.10    TELKOM will provide a letter of approval of the detailed Location/Site
         survey plan submitted by PARTNER, after it has agreed to the proposed
         content. PARTNER shall perform the Location/Site survey accompanied by
         TELKOM's assigned team as scheduled in the Location/Site survey plan.

60.11    PARTNER shall provide a Location/Site survey report ("Survey Report")
         for installation within two (2) weeks of the Location/Site survey. The
         Survey Report shall consist of the following items:

60.11.1  Location/Site layout, that shall include guide map, floor lay out and
         cable racking;

60.11.2  arrangement of terminal block and existing distribution frame;

60.11.3  arrangement of the sub distribution panel;

60.11.4  availability of supporting facility and other requirements;

60.11.5  availability of antenna space at the existing tower;

60.11.6  map of the site's profile and backhaul system;

60.11.7  availability of port and link at TELKOM's exchanges; and

60.11.8  coverage map of each BTS.

60.12    PARTNER shall submit its final as-built drawings based on the Network
         configuration upon completion of the installation work.

CHAPTER 6. SERVICE LEVEL AGREEMENTS

Article 61.      Service Level Agreements

61.1     Operation and Maintenance Support Service Level Agreement

61.1.1   TELKOM has requested PARTNER to render certain operation and
         maintenance support services, and PARTNER has agreed to provide these
         services in accordance with a Service Level Agreement.

61.1.2   Prior to Commissioning of the Deliverables in the Second Purchase
         Order, TELKOM and PARTNER shall

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         enter into a Service Level Agreement in form and substance as set out
         in Appendix 19 to cover operation and maintenance support. The initial
         term of the Service Level Agreement shall expire three (3) years from 1
         January 2003 unless earlier terminated in accordance with the SLA.

CHAPTER 7.  INTER-OPERABILITY AND CO-ORDINATION REQUIREMENTS FOR PACKAGE 1 AND
            PACKAGE 2

Article 62.      General

62.1     Subject to Article 14.2.1, this Chapter shall apply to Package 1 and
         Package 2.

62.2     PARTNER acknowledges that certain Network equipment for Package 1 is
         being supplied by other equipment vendor(s) and that achieving inter-
         operability between each vendor's equipment is a key requirement of the
         T-21 Program. In particular, TELKOM requires that the NSS
         configuration be fully interoperable with BSS equipment from other CDMA
         FWA vendor(s) in accordance with Article 56. The Parties recognise that
         until inter-operability has been achieved, service cannot begin in the
         DIVREs where more than one vendors are providing equipment. To achieve
         this aim, the Parties have entered into a separate interoperability
         commitment agreement with the other vendor(s) in Package 1.

62.3     In the event that the vendors are unable to achieve satisfactory
         interoperability by the end of the testing period, or by the end of the
         first quarter of 2003, whichever is earlier TELKOM may at its sole
         discretion:

         (a)      extend the testing period for such period as it thinks fit and
                  request the vendors to continue working towards
                  interoperability;

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         (b)      stop further testing until further notice; or

         (c)      notify either of the vendors or both, as the case may be, that
                  based on a comprehensive technical review of the cause or
                  causes resulting in the failure of achieving inter-operability
                  as contemplated in this Agreement, TELKOM intends to exercise
                  its right to terminate this Agreement pursuant to Article
                  14.2, and that TELKOM reserves its right to claim from and to
                  be indemnified by PARTNER for its proportionate share of
                  Project-related costs for which it is responsible, suffered
                  by TELKOM as a result of the failure of achieving
                  inter-operability.

62.4     Following issuance of the IOP Certificate, the Parties acknowledge that
         certain additional modifications are required to this Agreement to
         allow inputs from each vendor at the JPS and DRMs and that they will
         deal expeditiously with any delays caused by one or more vendors which
         affect the other vendors.

Article 63.      JPS, DRMs and monthly meetings

63.1     At each JPS:

63.1.1   the demand forecasting and economic analysis shall be conducted by the
         vendor of the BSS equipment and TELKOM jointly, with the vendor of the
         NSS equipment providing comments only;

63.1.2   the prioritisation of Locations/Sites for network deployment of the BSS
         equipment shall first be conducted by the vendor of the BSS equipment
         and TELKOM jointly. The prioritisation of

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         Locations for Network deployment of the NSS equipment shall follow on
         and be conducted by the vendor of the NSS equipment and TELKOM jointly;
         and

63.1.3   the technology review shall be conducted by all vendors and TELKOM
         jointly.


63.2     At each DRM:

63.2.1   each vendor shall be responsible for surveying their own deployment
         sites;

63.2.2   TELKOM and the vendor of the BSS equipment shall jointly calculate,
         check and update the Installed Line Procurements, with the vendor of
         the NSS equipment providing comments only;

63.2.3   the Deployment Plan for the BSS equipment for the next Quarter shall
         first be jointly developed, agreed and approved by the vendor of the
         BSS equipment and TELKOM; then the Deployment Plan for the NSS
         equipment for the next Quarter shall be jointly developed, agreed and
         approved by the vendor of the NSS equipment and TELKOM;

63.2.4   TELKOM and each vendor shall develop, agree and approve their
         respective detailed network designs, BoQ, resource plans and training
         plans;

63.2.5   TELKOM and the vendors shall jointly discuss any changes which may be
         required to the Project Management Plans and Implementation Schedule,
         and in particular shall provide information on any potential delays or
         other matters which could affect the other vendor(s) or the overall
         deployment of the Network. TELKOM and each vendor shall then jointly
         agree and approve any adjustments to their respective plans and
         schedules taking into account the information provided by the other
         vendor(s).

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63.3     TELKOM may from time to time request the vendors to attend together the
         monthly meetings to allow information sharing and joint discussions to
         take place.

Article 64.      Commissioning Tests

64.1     The Parties acknowledge that in order to test the Network end to end,
         each Network component (MSC, BSC and BTS) must be interconnected and be
         available for testing during the period scheduled for the Integrated
         System Acceptance Tests.

64.2     The Integrated System Acceptance Tests shall be conducted during normal
         weekday working hours and PARTNER seeking to test its equipment shall
         co-ordinate with TELKOM and the other vendor(s) at least fourteen (14)
         calendar days before the proposed test date to fix the timing and
         resources required for the test. PARTNER shall co-ordinate the test
         dates across the relevant DIVRE to ensure that the tests are scheduled
         efficiently.

64.3     Each vendor shall upon receipt of the notice promptly inform TELKOM and
         the other vendor(s) whether its equipment has completed the required
         Sub-system Acceptance Tests, and if not when such tests are scheduled
         for and if it expects any delay to its agreed completion dates.

64.4     TELKOM may reschedule the proposed test date by up to one (1) month to
         address any delays which are attributable to other vendors. In the
         event that the other vendor's equipment is still not available for
         testing after the one month grace period, but it is shown that the
         vendor's system otherwise fulfils all the Integrated System Acceptance
         Test requirements, TELKOM shall issue a Partial Integrated System
         Acceptance Test Certificate to the vendor.

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64.5     For the avoidance of doubt, the testing and Commissioning procedures
         for Package 1 are provided in Article 55.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their
duly authorized representatives on the day and year first above written.

PERUSAHAAN PERSEROAN (PERSERO)
PT TELEKOMUNIKASI INDONESIA TBK.

     BY /s/ Kristiono
        -------------
     Name  :  Kristiono
     Title :  President Director

SAMSUNG CONSORTIUM
SAMSUNG ELECTRONIC CO., LTD.

        [STAMP]

By:/s/ Soon Ho Hong
   ----------------
Name : Soon Ho Hong
Title: Senior Vice President &
       General Manager
       Telecommunication Systems
       Division

PT MITRAGUNA INTIKOM

By: /s/ Budi F. Japadermawan
    ------------------------
Name : Budi F. Japadermawan
Title: Director

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</TEXT>
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