<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>u92256exv4w1.txt
<DESCRIPTION>EX-4.1 AGREEMENT SALE & PURCHASE DATED APR 3,2002
<TEXT>
<PAGE>
                                                                     Exhibit 4.1


                           AGREEMENT FOR THE SALE AND

                            PURCHASE OF THE SELLER'S

                        ASSETS RELATING TO TELKOM MOBILE

                       NO: K. TEL. /HK. 850/UTA - 00/2002

                                 By and Between

                         PERUSAHAAN PERSEROAN (PERSERO)
                         PT TELEKOMUNIKASI INDONESIA TBK

                                    as Seller

                                       And

                           PT TELEKOMUNIKASI SELULAR

                                  as Purchaser

                            Dated as of 3 April 2002

<PAGE>

THIS AGREEMENT is made on 3 April 2002

BETWEEN:

(A)      Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk, whose
         Articles of Association have been published in the State Gazette of the
         Republic of Indonesia Number 5, dated 7 January 1992, Supplement of the
         State Gazette of the Republic of Indonesia Number 210, as amended
         several times lastly have been published in the State Gazette of the
         Republic of Indonesia Number 92, dated 17 November 2000, Supplement of
         the State Gazette of the Republic of Indonesia Number 336, domiciled at
         Jl. Japati No. 1, Bandung 40133, in this legal action is legally
         represented by Muhammad Nazif, title President Director, in this
         Agreement is stated as the "Seller"; and

(B)      PT Telekomunikasi Selular, whose Articles of Association have been
         published in the State Gazette of the Republic of Indonesia Number 94,
         dated 24 November 1995, Supplement of the State Gazette of the Republic
         of Indonesia Number 9719, as amended several times lastly have been
         published in the State Gazette of the Republic of Indonesia Number 73,
         dated 10 September 1996, Supplement of the State Gazette of the
         Republic of Indonesia Number 7788, domiciled at Graha Surya Internusa
         Level 18, Jl. H.R. Rasuna Said Kav. X-0, Jakarta 12950, in this legal
         action is legally represented by Mulia P. Tambunan, title President
         Director, in this Agreement is stated as the "Purchaser".

WHEREAS:

(a)      On 3 January 2002 the parties entered into the Cooperation Agreement in
         relation to the DCS 1800 Operational and Frequency Licenses of the
         Seller.

(b)      In accordance with that Cooperation Agreement, the parties agreed to
         sign an agreement for the sale and purchase of the Seller's assets
         relating to and the transfer of the employees of Telkom Mobile.

THE PARTIES AGREE as follows:

1.       INTERPRETATION

1.1      In this Agreement:

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         "PURCHASED ASSETS" means all the items referred to in clause 2.1;

         "EXCLUDED ASSETS" means, all the items referred to in clause 2.2;

         "GOVERNMENTAL ENTITY" means a court, arbitral tribunal, administrative
         agency or commission or other governmental or regulatory authority or
         agency of the central government or provincial or local government in
         the Republic of Indonesia or elsewhere in the world;

         "RECORDS" means the Seller's books and records maintained as books and
         records of Telkom Mobile (including, without limitation, any bought and
         sold ledgers, purchase and sales day books, purchase and sales
         invoices) in the possession of the Seller as of the Effective Time,
         provided that the records shall not include any of the foregoing
         relating to the Excluded Assets or the Tax Records, and further
         provided that the Purchaser shall be entitled to copies of the Tax
         Records relating to the conduct of Telkom Mobile, but only if and to
         the extent that such Tax Records are relevant to the determination of
         Taxes for Telkom Mobile for a period ending after the Effective Time;

         "TAX RECORDS" means all corporate records, and financial records and
         files, and books and records of the Seller relating to Taxes for all
         periods prior to the Effective Time;

         "TELECOMMUNICATIONS FACILITIES" means all telecommunications
         facilities, furnishings, computers, equipment, inventory stock and
         systems designated as assets of Telkom Mobile as set out in Schedule 5;

         "PURCHASE PRICE" shall have the meaning set forth in clause 4.1;

         "BUSINESS DAY" means a day other than a Saturday or Sunday or public
         holiday in the Republic of Indonesia;

         "SELLER WARRANTIES" shall have the meaning set forth in clause 7.4; and

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         "ASSET WARRANTY" means a representation and warranty contained in Part
         B of Schedule 1 and "ASSET WARRANTIES" means all such representations
         and warranties;

         "SIGNING WARRANTY" means a representation and warranty contained in
         Part A of Schedule 1 and "SIGNING WARRANTIES" means all such
         representations and warranties;

         "CLOSING WARRANTIES" shall have the meaning set forth in clause 7.3;

         "PURCHASER WARRANTY" means a statement contained in Schedule 2 and
         "PURCHASER WARRANTIES" means all those statements;

         "INTELLECTUAL PROPERTY" means:

         (i)      patents, trade marks, service marks, registered designs,
                  applications and rights to apply for any of those rights,
                  trade, business and company names, internet domain names and
                  e-mail addresses, unregistered trade marks and service marks,
                  copyrights, database rights, knowhow, rights in designs and
                  inventions;

         (ii)     rights under licences, consents, orders, statutes or otherwise
                  in relation to a right in paragraph (i);

         (iii)    rights of the same or similar effect or nature as or to those
                  in paragraphs (i) and (ii) which now or in the future may
                  subsist; and

         (iv)     the right to sue for past infringements of any of the
                  foregoing rights;

         "CONTRACTS" means all the contracts set out in Schedule 6, and
         "CONTRACT" means any one of the Contracts;

         "EXCLUDED CONTRACTS" means all contracts of the Seller not being the
         Contracts;

         "SELLER DISCLOSURE SCHEDULES" shall have the meaning set forth in
         clause 7.4;

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<PAGE>

         "ASSET DISCLOSURE SCHEDULE" shall have the meaning set forth in clause
         7.2;

         "SIGNING DISCLOSURE SCHEDULE" shall have the meaning set forth in
         clause 7.1;

         "CLOSING DISCLOSURE SCHEDULE" shall have the meaning set forth in
         clause 7.3;

         "PURCHASER DISCLOSURE SCHEDULE" shall have the meaning set forth in
         clause 9.1;

         "TAX RETURN" means any return, declaration, report, claim for refund or
         information return or statement relating to Taxes, including any such
         document prepared on a consolidated, combined or unitary basis and also
         including any schedule or attachment thereto, and including any
         amendment thereof;

         "TAX" OR "TAXES" means all taxes, charges, fees, duties, levies,
         penalties or other assessments imposed by any Governmental Entity and
         shall include interest or penalties thereon;

         "EMPLOYEES" means all employees of the Seller listed in Schedule 4;

         "ENCUMBRANCE" means a mortgage, hak tanggungan (hipotek), hak gadai,
         hak jaminan fidusia, charge, pledge, lien, option, restriction, right
         of first refusal, right of pre-emption, third-party right or interest,
         other encumbrance or security interest of any kind, or another type of
         preferential arrangement (including, without limitation, a title
         transfer or retention arrangement) having similar effect;

         "LIENS" shall mean any pledge, mortgage, charge, claim, title,
         imperfection, defect or objection, security interest, conditional or
         instalment sales agreement, encumbrance, easement, encroachment, third
         party right or restriction, of any kind, whether incurred or assumed by
         the Seller;

         "PERMITTED LIENS" means (i) Liens for current taxes not yet due or
         taxes being contested in good faith, (ii) mechanics', materialmen's
         warehousemen's, contractors', workmens', repairmens', carriers and
         similar

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<PAGE>

         Liens attaching by operation of law, incurred in the ordinary course of
         business and securing payments not delinquent or payments which are
         being contested in good faith, which are not, individually or in the
         aggregate, material and (iii) Liens, imperfections of title and
         easements and zoning restrictions, if any, which do not materially
         detract from the value of the property subject thereto and purposes to
         which such property is currently employed;

         "KNOWLEDGE" of any party shall mean the actual knowledge of each of the
         directors of such party and, in the case of the Seller, the actual
         knowledge of each of the directors of the Seller;

         "CLOSING" means closing of the sale and purchase of the Purchased
         Assets referred to in clause 5.1;

         "CONSENT" means, with respect to any Government Entity or any other
         third party, any approval, consent, ratification, permit, licence,
         waiver or other authorisation of, filing with or notice to such
         Government Entity or other third party, as the case may be;

         "PROCEEDING" means any action, suit, enquiry, proceeding or
         investigation by or before any Governmental Entity;

         "EFFECTIVE TIME" means the close of business on the Business Day before
         the Closing Date;

         "CLOSING DATE" means the date and time at which the Closing actually
         occurs;

         "ASSUMED LIABILITIES" shall have the meaning set forth in clause 11.1;

         "EXCLUDED LIABILITIES" shall have the meaning set forth in clause 11.2;

         "TRANSACTION" means the sale and purchase of the Purchased Assets and
         the transfer of the Employees pursuant to this Agreement;

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<PAGE>

         "TELKOM MOBILE" means the unit of the Seller responsible for developing
         the DCS 1800 License granted to Seller;

1.2      In this Agreement, a reference to:

         1.2.1    liability under, pursuant to or arising out of (or any
                  analogous expression) any agreement, contract, deed or other
                  instrument includes a reference to contingent liability under,
                  pursuant to or arising out of (or any analogous expression)
                  that agreement, contract, deed or other instrument;

         1.2.2    a statutory provision includes a reference to the statutory
                  provision as amended, modified or re-enacted from time to
                  time, any statutory provision substituted therefor and any
                  subordinate legislation made under the statutory provision (as
                  so amended, modified or re-enacted);

         1.2.3    any party to this Agreement or any other agreement or document
                  shall include such party's successors and permitted assigns;

         1.2.4    a clause, paragraph or schedule, unless the context otherwise
                  requires, is a reference to a clause or paragraph of or
                  schedule to this Agreement; and

         1.2.5    any reference to any event, change or effect being "material"
                  or having a "material adverse effect" on or with respect to
                  any business or entity means such event, change or effect is
                  materially adverse to (i) financial condition or results of
                  operations of such business or entity as a whole or (ii) the
                  ability of such business or entity to consummate the
                  Transaction.

                                       6

<PAGE>

1.3      The headings in this Agreement do not affect its interpretation.

2.       SALE AND PURCHASE

2.1      On the terms and subject to the conditions set forth in this Agreement,
         the Seller shall sell, convey, assign, transfer and deliver to the
         Purchaser, and the Purchaser shall buy, receive and accept, in each
         case with effect from the Closing Date, the following assets as they
         exist at the Effective Time:

         2.1.1    all of the Seller's right, title and interest in and to, and
                  liabilities and obligations under and associated with, the
                  Contracts (subject to clauses 10.6 and 11.2);

         2.1.2    all of the Seller's right, title and interest in and to the
                  Telecommunications Facilities.

2.2      Notwithstanding any other provision of this Agreement, the following
         assets shall not be included in the Purchased Assets to be sold or
         acquired pursuant to this Agreement:

         2.2.1    all Excluded Contracts;

         2.2.2    all right, title and interest to the Intellectual Property
                  owned by the Seller;

         2.2.3    all Tax Records;

         2.2.4    any refunds of Taxes or other amounts receivable with respect
                  to the Taxes of the Seller; and

         2.2.5    any and all assets of the Seller not listed in the Schedules.

3.       CONDITIONS

3.1      The respective obligations of each of the Purchaser and the Seller to
         consummate the

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<PAGE>

         Transaction shall be subject to the satisfaction of the following
         conditions any of which may be waived in writing by both, but only
         both, parties:

         3.1.1    No statute, rule or regulation shall have been enacted or
                  promulgated by any Governmental Entity which prohibits, and
                  there shall have been no order, writ or injunction of a
                  court of competent jurisdiction in effect precluding the
                  performance by either party of its material obligations
                  hereunder.

         3.1.2    Since the date of this Agreement, there shall not have been
                  commenced or threatened against the Purchaser or the Seller,
                  any Proceeding that is reasonably likely to have the effect of
                  preventing, materially delaying, making illegal, or otherwise
                  materially interfering with the performance by either party of
                  any of its obligations hereunder, except for such obligations
                  that, considered individually or in the aggregate, are not
                  material.

         3.1.3    Each of the Consents necessary for the performance by the
                  Seller of its material obligations hereunder, other than,
                  without prejudice to clause 10.6, Consents necessary in order
                  to assign and novate the Contracts shall have been obtained
                  and shall be in full force and effect.

         3.1.4    Each of the Consents necessary for the performance by the
                  Purchaser of its material obligations hereunder, other than,
                  without prejudice to clause 10.6, Consents necessary in order
                  to assign and novate the Contracts shall have been obtained
                  and shall be in full force and effect.

         3.1.5    The Seller shall have transferred or assigned to the Purchaser
                  all of Seller's right, title and interest in and to the
                  Contracts, and novated to the Purchaser the obligations and

                                       8

<PAGE>

                  liabilities under and associated with the Contracts; and the
                  Purchaser shall have assumed, become liable for and agreed to
                  perform the Contracts.

         3.1.6    The parties shall have executed and delivered to each other an
                  agreement with regard to the transfer of Employees to the
                  Purchaser incorporating the provisions of clause 12.1.

3.2      The obligation of the Purchaser to consummate the Transaction shall be
         subject to the satisfaction of the following conditions, any of which
         may be waived in writing by the Purchaser:

         3.2.1    Each of the necessary approvals of the Boards of Directors and
                  Commissioners of Seller shall have been obtained and remain in
                  full force and effect.

         3.2.2    There must not have been made or threatened by any third party
                  any material claim asserting the Seller is not the legal owner
                  of substantially all of the Purchased Assets save and except
                  for such claims as the Purchaser has Knowledge, or has reason
                  to believe, to be frivolous or made without basis.

         3.2.3    The Seller shall have delivered to the Purchaser the documents
                  required by clause 5.2.

         3.2.4    All of the representations and warranties of the Seller set
                  forth in this Agreement or in any certificate delivered in
                  connection herewith that are qualified as to materiality shall
                  have been true and correct in all respects and each such
                  representation that is not so qualified (considered
                  individually), and all such representations and warranties
                  that are not so qualified (considered collectively) shall have
                  been true and correct in all material respects, (i) in the
                  case of the representations and warranties in Part A and Part
                  B of Schedule 1, as of the date of this Agreement and (ii) as
                  if made on and

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<PAGE>

                  as of the Closing Date (without recognising as valid
                  disclosures in the case of the representations and warranties
                  in Part A and Part B of Schedule 1, those disclosures made in
                  any supplement or amendment to the Signing Disclosure Schedule
                  in the form in which it was delivered simultaneously with the
                  execution of this Agreement).

3.3      The obligation of the Seller to consummate the Transaction shall be
         subject to the satisfaction of the following conditions, any of which,
         may be waived in writing by the Seller:

         3.3.1    Each of the necessary approvals of the Boards of Directors and
                  Commissioners and the General Meeting of Shareholders of
                  Purchaser shall have been obtained and remain in full force
                  and effect.

         3.3.2    The Purchaser shall have delivered to the Seller the documents
                  required by clause 5.3.

         3.3.3    All of the representations and warranties of the Purchaser set
                  forth in this Agreement or in any certificate delivered in
                  connection herewith that are qualified as to materiality shall
                  have been true and correct in all respects, and each such
                  representation that is not so qualified (considered
                  individually), and all such representations and warranties
                  that are not so qualified (considered collectively), shall
                  have been true and correct in all material respects, in each
                  case as of the date of this Agreement and as of the Closing
                  Date.

         3.3.4    If considered appropriate by the Seller, the approval by the
                  General Meeting of the Shareholders of Seller of the
                  consummation of the Transaction by Seller has been obtained
                  and remains in full force and effect.

3.4      If, at any time, the Seller or the Purchaser becomes aware of facts or
         circumstances

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<PAGE>

         which it determines, in its sole and absolute discretion, could have a
         material adverse effect on the consummation of the Transaction, it
         shall promptly notify the other party in writing.

4.       PURCHASE PRICE

4.1      The purchase price of the Purchased Assets is Rp 135,518,783,330 (the
         "PURCHASE PRICE"), as detailed in Attachment 5 and 6.

4.2      At Closing, the Purchaser shall pay to the Seller, or as the Seller
         directs, in an amount equal to the Purchase Price by wire transfer in
         immediately available funds to a bank account of the Seller, details of
         which are to be provided to the Purchaser at least five (5) Business
         Days prior to the expected date of the Closing. Upon receipt of the
         Purchase Price, the Seller shall promptly deliver to the Purchaser a
         written acknowledgement thereof.

5.       CLOSING

5.1      The Closing shall take place at the offices of Hadiputranto, Hadinoto &
         Partners at The Jakarta Stock Exchange Building, Tower II, 21st Floor,
         Jl. Jend, Sudirman Kav. 52-53, Jakarta 12910, or at such other place as
         the parties shall agree upon in writing, at 10.00 a.m. (local time) on
         30 April 2002 or at such other time and date as the parties shall agree
         upon in writing, effective as of 12:01 a.m. on the following day;
         provided that the Closing Date shall be no later than 30 June 2002
         (unless otherwise extended pursuant to clause 6.1(c)(i) or clause
         6.1(d)(i)).

5.2      At the Closing, the Seller shall deliver to the Purchaser the
         following:

         5.2.1    The Records, executed sale and purchase contracts,
                  assignments, registrations and other instruments of sale and
                  purchase, assignment and transfer as shall be effective to
                  vest in the Purchaser all of the right, title and interest of
                  the Seller in the Purchased Assets.

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<PAGE>

         5.2.2    A certificate of an authorized director of the Seller dated
                  the Closing Date, to the effect that (a) the Closing
                  Warranties are true and correct in all material respect as of
                  the Closing Date as if made on the Closing Date (recognising
                  as valid disclosures those disclosures made in the Closing
                  Disclosure Schedule), and (b) the Seller has performed all
                  obligations required under this Agreement to be performed by
                  it at or prior to the Closing.

         5.2.3    A deed of transfer evidencing the transfer of all right, title
                  and interest and assumption of all liabilities pursuant to
                  this Agreement in the Purchased Assets (the "DEED OF
                  TRANSFER"), executed by the Seller.

         5.2.4    Novation agreements in respect of the Contracts, executed by
                  the Seller and the counterparties to such Contracts.

5.3      At the Closing, the Purchaser shall deliver to the Seller the
         following:

         5.3.1    The Purchase Price, in the manner required by clause 4.2.

         5.3.2    The Deed of Transfer, executed by the Seller and the
                  Purchaser.

         5.3.3    A certificate of an authorized director of the Purchaser dated
                  the Closing Date, to the effect that (a) the Purchaser
                  Warranties are true and correct in all material respect as of
                  the Closing Date as if made on the Closing Date and (b) the
                  Purchaser has performed all obligations required under this
                  Agreement to be performed by it at or prior to the Closing.

         5.3.4    Novation agreements in respect of the Contracts, executed by
                  the Purchaser.

                                       12

<PAGE>

6.       TERMINATION PRIOR TO THE CLOSING DATE

6.1      This Agreement may be terminated prior to the Closing Date only as
         follows:

         (a)      By mutual written consent of the Purchaser and the Seller;

         (b)      By the Purchaser or the Seller if any Governmental Entity
                  shall have issued an order, decree or ruling or taken any
                  action (which order, decree, ruling or other action the
                  parties hereto shall use their reasonable efforts to lift),
                  which prohibits the acquisition of the Purchased Assets by the
                  Purchaser and such order, decree, ruling or other action shall
                  have become final and non-appealable;

         (c)      By the Purchaser (i) if the Seller shall have breached any of
                  its representations, warranties, covenants or other agreements
                  contained in this Agreement which breach would give rise to
                  the failure of a condition set forth in clause 3, and which
                  breach cannot be or is not cured within 30 days after the
                  giving of written notice by the Purchaser to the Seller
                  specifying such breach; or (ii) upon written notice to the
                  Seller if any of the conditions in clauses 3.1 or 3.2 has not
                  been satisfied as of 30 April 2002 or if satisfaction of such
                  condition is or becomes impossible (other other primarily
                  through the failure of the Purchaser to comply with its
                  obligations under this Agreement) and the Purchaser has not
                  waived such condition on or before 30 April 2002; or (iii) on
                  or after 30 April 2002, if the Closing shall not have
                  theretofore occurred and if the failure of the Closing to
                  occur is not the result of a breach of representation,
                  warranty, covenant or other agreement contained herein by the
                  Purchaser;

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<PAGE>

         (d)      By the Seller (i) if the Purchaser shall have breached any of
                  its representations, warranties, covenants or other agreements
                  contained in this Agreement and which breach would give rise
                  to the failure of a condition set forth in clause 3, and which
                  breach cannot be or is not cured within 30 days after the
                  giving of written notice by the Seller to the Purchaser
                  specifying such breach; or (ii) upon written notice to the
                  Purchaser if any of the conditions in clauses 3.1 or 3.3 has
                  not been satisfied as of 30 April 2002 or if satisfaction of
                  such condition is or becomes impossible (other than primarily
                  through the failure of the Seller to comply with its
                  obligations under this Agreement) and the Seller has not
                  waived such condition on or before 30 April 2002; or (iii) on
                  or after 30 April 2002, if the Closing shall not have
                  theretofore occurred and if the failure of the Closing to
                  occur is not the result of a breach of representation,
                  warranty, covenant or other agreement contained herein by the
                  Seller.

6.2      Termination of this Agreement by any party hereto pursuant to clause
         6.1 shall be effected by the Purchaser or the Seller by delivering
         written notice thereof to the other party specifying the provision
         hereof pursuant to which such termination of the Transaction is made,
         and thereafter no party shall have any liability or obligation to the
         other party hereunder except for fraud or for breach of this Agreement
         prior to such termination of this Agreement.

6.3      The Purchaser and the Seller hereby waive the provisions of Article
         1266 of the Indonesian Civil Code to the extent it requires a court
         pronouncement in respect of termination of this Agreement.

                                       14

<PAGE>

7.       REPRESENTATIONS AND WARRANTIES OF THE SELLER

7.1      On the date of this Agreement, the Seller represents and warrants to
         the Purchaser that the Signing Warranties are true and correct, subject
         to the qualifications and exceptions set forth in the disclosure
         schedule delivered to the Purchaser in writing simultaneously therewith
         (the "SIGNING DISCLOSURE SCHEDULE").

7.2      On the date of this Agreement, the Seller represents and warrants to
         the Purchaser that the Asset Warranties are true and correct, subject
         to the qualifications and exceptions set forth in a disclosure schedule
         to be delivered to the Purchaser in writing simultaneously therewith
         (the "ASSET DISCLOSURE SCHEDULE").

7.3      At the Effective Time, the Seller represents and warrants to the
         Purchaser that the representations and warranties repeating each of the
         Signing Warranties and the Asset Warranties and updating each of them
         for new developments or additional disclosures in the case of the
         Signing Warranties since the date hereof, (the "CLOSING WARRANTIES")
         are true and correct in all material respect, subject to the
         qualifications and exceptions set forth in a disclosure schedule to be
         delivered to the Purchaser in writing simultaneously therewith (the
         "CLOSING DISCLOSURE SCHEDULE").

7.4      The Signing Warranties, the Asset Warranties and the Closing Warranties
         (together the "SELLER WARRANTIES") are qualified by the facts and
         circumstances fully and fairly disclosed in the Signing Disclosure
         Schedule, the Asset Disclosure Schedule and the Closing Disclosure
         Schedule (together the "SELLER DISCLOSURE SCHEDULES"), respectively.
         Each disclosure set forth in the Disclosure Schedules shall be
         identified by reference to, or grouped under a heading referring to, a
         clause in Schedule 1. Each such disclosure shall be deemed to be
         disclosed with respect to each such clause and to each other clause to
         which it reasonably relates.

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<PAGE>

7.5      Each Warranty is to be construed independently and (except where this
         Agreement provides otherwise) is not limited by a provision of this
         Agreement or another Warranty.

7.6      Except as otherwise specifically set forth in this Agreement, Seller
         makes no express or implied warranty of merchantability or fitness for
         a particular purpose, or any other warranty as to the condition or
         operation of any Purchased Assets.

7.7      Limitations on Liability

         7.7.1    The Seller will have no liability (for indemnification or
                  otherwise) with respect of the Seller Warranties in Part B of
                  Schedule 1 unless and until the total of any or all damages
                  due to the Purchaser with respect to Seller Warranties equals
                  or exceeds in the aggregate of Rp 3,501,534,148, in which case
                  the Seller shall be liable for the entire amount of such
                  damages; provided that in no event shall the Seller's
                  liability for damages with respect to the Purchaser exceed in
                  aggregate the Purchase Price.

8.       COVENANT OF THE SELLER

         From the date of this Agreement through the Effective Time, the Seller
         shall comply with Schedule 3.

9.       WARRANTIES OF THE PURCHASER

9.1      On the date of this Agreement, the Purchaser represents and warrants to
         the Seller that the Purchaser Warranties are true and correct, subject
         to the qualifications and exceptions set forth in the disclosure
         schedule delivered to the Seller in writing simultaneously therewith
         (the "PURCHASER DISCLOSURE SCHEDULE").

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<PAGE>

9.2      The Purchaser Warranties are qualified by the facts and circumstances
         fully and fairly disclosed in the Purchaser Disclosure Schedule. Each
         disclosure set forth in the Purchaser Disclosure Schedule shall be
         identified by reference to, or grouped under a heading referring to, a
         clause in Schedule 2. Each such disclosure shall be deemed to be
         disclosed with respect to each such clause and to each other clause to
         which it reasonably relates.

9.3      Each Purchaser Warranty is to be construed independently and (except
         where this Agreement provides otherwise) is not limited by a provision
         of this Agreement or another Warranty.

10.      MUTUAL COVENANTS

10.1     Between the date of this Agreement and the Closing, the Seller will,
         upon delivery by the Purchaser of reasonable prior written notice (i)
         afford the Purchaser and its authorised representatives reasonable
         access to all books and records in relation to the Purchased Assets;
         and (ii) permit the Purchaser to make such inspections (including
         making such investigations and assessments, as the Purchaser deems
         necessary or appropriate in its sole and absolute discretion, of the
         Purchased Assets. The Purchaser and its authorised representatives
         shall conduct all such inspections in a manner that will minimise
         disruptions to the business and operations of Telkom Mobile and the
         Seller's other businesses.

10.2     Prior to the Closing, upon the terms and subject to the conditions of
         this Agreement, the Purchaser and the Seller shall use their respective
         reasonable efforts to take, or cause to be taken, all actions, and to
         do, or cause to be done and to cooperate with each other in order to do
         so, all things necessary, proper or advisable (subject to any
         applicable laws) to consummate the Closing and the Transaction as
         promptly as practicable after receiving any necessary or desirable
         corporate approvals or other approvals (including, but not limited to
         the preparation and filing of all forms, registrations and notices
         required to be filed

                                       17

<PAGE>

         to consummate the Closing and the Transaction and the taking of such
         legal actions as are necessary to obtain any requisite Consents of any
         Governmental Entity and any other third party). In addition, no party
         hereto shall take any action after the date hereof that could
         reasonably be expected to materially delay the obtaining of, or result
         in not obtaining, any Consent from any Governmental Entity or other
         third party required to be obtained prior to the Closing.

10.3     Prior to the Closing, each party shall promptly consult with the other
         party hereto with respect to, provide any necessary information with
         respect to, and provide the other party (or its counsel) with copies
         of, all filings made by such party with any Governmental Entity or any
         other information supplied by such party to a Governmental Entity in
         connection with this Agreement and the Transaction. Each party hereto
         shall promptly provide the other parties with copies of any written
         communication received by such party from any Governmental Entity
         regarding the Transaction. If any party hereto receives a request for
         additional information or documentary material from any such
         Governmental Entity with respect to the Transaction, then such party
         shall endeavor in good faith to make, or cause to be made, as soon as
         reasonably practicable and after consultation with the other parties,
         an appropriate response in compliance with such request.

10.4     For a period of ten (10) years after the Closing Date, the Purchaser
         and the Seller shall provide each other with such reasonable assistance
         as may be requested by them in connection with the preparation of any
         Tax Return, any Tax audit or other examination by any Governmental
         Entity, or any judicial or administrative proceedings related to
         liability for Taxes. The Purchaser and the Seller shall retain and
         provide each other upon written request with records or information
         which may be relevant to such preparation, audit, examination,
         proceeding or determination. The party requesting assistance hereunder
         shall reimburse the other for reasonable out-

                                       18

<PAGE>

         of-pocket expenses incurred in providing such assistance.

10.5     In case at any time after the Closing Date any further action is
         necessary, proper or advisable to carry out the purposes of this
         Agreement, as soon as reasonably practicable, each of the Purchaser and
         the Seller shall use its reasonable efforts to take, or cause its
         directors, commissioners or other representatives to take, all such
         necessary, proper or advisable actions including, but not limited to,
         the Seller giving the Purchaser such information in the Seller's
         possession necessary in the process of registering the Purchased Assets
         required to be registered (the Purchaser to bear the cost of the
         Seller's reasonable expenses).

10.6     If any Contract, or any other instrument or arrangement cannot be
         assigned or transferred to the Purchaser except by an assignment or
         transfer made with the Consent of a third person or by a novation
         agreement:

         10.6.1   this Agreement shall not constitute an agreement to assign or
                  transfer any interest in any Contract, or other instrument or
                  arrangement, if an assignment or transfer or an attempt to
                  make such an assignment or transfer without the Consent of a
                  third party or a novation agreement would constitute a breach
                  or violation thereof, or affect adversely the rights of the
                  Purchaser or the Seller thereunder; any transfer or assignment
                  of any such Contract, or other instrument or arrangement that
                  requires the Consent of a third party or novation agreement
                  shall be made subject to such Consent or novation agreement
                  being obtained; and from the date of this Agreement to the
                  Effective Time, each party shall use reasonable efforts to
                  obtain any such Consent or novation agreement; and

         10.6.2   in the event a Contract is not transferred to the Purchaser on
                  or prior to the Closing Date, from the

                                       19

<PAGE>

                  period commencing on the Closing Date until such Contract is
                  transferred to the Purchaser, each party shall continue to use
                  reasonable efforts to obtain the third party's consent to the
                  assignment, or achieve the novation, of such Contract.

10.7     If title to any of the Purchased Assets, including the Contracts, is
         not effectively vested in the Purchaser at Closing, the parties shall
         work together in good faith to allow the Purchaser to receive the
         benefits of such Purchased Assets until that Purchased Asset has been
         effectively vested in the Purchaser.

11.      LIABILITIES AND APPORTIONMENTS

11.1     On the Closing Date, the Seller shall transfer and the Purchaser shall
         assume, become liable for and agree to pay, discharge and perform,
         subject to clause 11.2, liabilities and obligations associated with the
         Contracts (the "ASSUMED LIABILITIES").

11.2     The Purchaser shall not assume, and the Seller shall retain and
         indemnify the Purchaser against, each of the following liabilities
         pursuant to this Agreement (collectively, the "EXCLUDED LIABILITIES"):

         11.2.1   liabilities, other than Assumed Liabilities, incurred by the
                  Purchaser in connection with the Purchased Assets before the
                  Effective Time;

         11.2.2   claims, other than Assumed Liabilities, by any person
                  outstanding against the Seller before the Effective Time or
                  arising by reason of any act or omission by it before the
                  Effective Time; and

         11.2.3   all liabilities for breach of any Contract relating to the
                  period prior to the Effective Time.

11.3     The Purchaser is responsible for all liabilities incurred by it in
         connection with the Purchased Assets from and after the Effective Time,
         including, without limitation, all

                                       20

<PAGE>

         expenses owed in connection with the Purchased Assets from and after
         the Effective Time and in connection with the Employees (including,
         without limitation, wages, accrued holiday pay, bonuses and other
         expenses in respect of the Employees) from and after the date of this
         Agreement.

12.      EMPLOYEES

12.1     Subject to clause 12.2 and acceptance of the employment by the
         Employees, the parties agree that the Employees shall become employees
         of the Purchaser, subject to the following conditions:

         12.1.1   there shall be no substantial change of job position, subject
                  to performance and competence; and

         12.1.2   the minimum remuneration of an Employee shall be not less than
                  that received by that Employee at the date of this Agreement.

12.2     The matters set out in clause 12.1 shall be provided for in detail in a
         separate agreement, including the arrangements/terms regarding pensions
         and welfare.

13.      COSTS

         Except where this Agreement provides otherwise, each party shall pay
         its own costs relating to the negotiation, preparation, execution and
         performance by it of this Agreement and of each document referred to in
         it.

14.      GENERAL

14.1     An amendment to this Agreement is valid only if it is in writing and
         signed by or on behalf of each party.

14.2     The failure to exercise or delay in exercising a right or remedy
         provided by this Agreement or by law does not constitute a waiver of
         the right or remedy or a waiver of other rights or remedies. No single
         or partial exercise of a right or remedy provided by this Agreement or
         by law prevents further exercise of the right or remedy or the exercise
         of another right or remedy.

                                       21

<PAGE>

14.3     Except to the extent that they have been performed and except where
         this Agreement provides otherwise, the obligations contained in this
         Agreement remain in force after Closing.

14.4     This Agreement (i) constitutes the entire Agreement and supersedes all
         prior agreements and understandings (except the Cooperation Agreement
         provided that if there are conflicting provisions between the
         Cooperation Agreement and this Agreement the provisions of this
         Agreement shall prevail), both written and oral, between the parties
         with respect to the subject matter hereof and thereof; and (ii) not
         intended to confer any rights or remedies upon any third party other
         than the parties hereto and thereto.

14.5     Any term or provision of this Agreement that is held by a court of
         competent jurisdiction or other authority to be invalid, void or
         unenforceable in any situation in any jurisdiction shall not affect
         the validity or enforceability of the remaining terms and provisions
         hereof or the validity and enforceability of the remaining terms and
         provisions in any other situation or in any other jurisdiction. If the
         final judgment of a court of competent jurisdiction or other authority
         declares that any term or provision hereof is invalid, void or
         unenforceable, the parties agree that the court making such
         determination shall have the power to reduce the scope, duration, area
         or applicability of the term or provision, to delete specific words or
         phrases or replace any invalid, void or enforceable term or provision
         with a term or provision that is valid and enforceable and it comes
         closest to expressing the intentions of the invalid or unenforceable
         term or provision.

14.6     At any time prior to the Closing Date, either party may (i) extend the
         time for the performance of any of applications or other acts of the
         other party; (ii) waive any

                                       22

<PAGE>


         inaccuracies in the representations and warranties of the other party
         obtained in this Agreement or in any other document executed pursuant
         to this Agreement; or (iii) waive compliance by the other party of any
         of agreements or conditions contained in this Agreement. Any agreement
         on the part of the party to any such extension or waiver shall be valid
         only if set out in writing signed by or on behalf of such party. The
         failure of any party to this Agreement to assert any of its rights
         under this Agreement or otherwise shall not constitute a waiver of
         those rights.

15.      ASSIGNMENT

         Neither party may assign and transfer any of its rights or obligations
         under this Agreement without the prior written consent of the other
         party.

16.      NOTICES

16.1     A notice on other communication under or in connection with this
         Agreement (a "NOTICE") shall be:

         16.1.1   in writing; and

         16.1.2   delivered personally or sent by fax to the party due to
                  receive the Notice to the address set out in clause 16.3 or to
                  another address, person or fax number specified by that party
                  by not less than 7 days' written notice to the other party
                  received before the Notice was dispatched.

16.2     Unless there is evidence that it was received earlier, a Notice is
         deemed given if:

         16.2.1   delivered personally, when left at the address referred to in
                  clause 16.1.2; and

         16.2.2   sent by fax, when confirmation of its transmission has been
                  recorded by the sender's fax machine.

                                       23

<PAGE>

16.3     The Address referred to in clause 16.1.2 is:

<TABLE>
<CAPTION>
                                                                            MARKED
NAME OF PARTY                 ADDRESS                 FACSIMILE      FOR THE ATTENTION OF
-----------------------------------------------------------------------------------------
<S>               <C>                               <C>              <C>
  Seller          Jl. Japati No. 1 Bandung 40133,    (022)440-313    President Director
                  Indonesia
-----------------------------------------------------------------------------------------
  Purchaser       Graha Surya Internusa, Jl. H.R.   (021)527-2950    President Director
                  Rasuna Said Kav. X-0, Jakarta
                  12950, Indonesia
-----------------------------------------------------------------------------------------
</TABLE>

17.      GOVERNING LAW AND ARBITRATION

17.1     This Agreement shall be governed by and construed in accordance with
         the laws of the Republic of Indonesia.

17.2     The Purchaser and the Seller agree that if any difference, dispute,
         conflict or controversy (a "DISPUTE"), arises out of or in connection
         with this Agreement or its performance, including without limitation
         any dispute regarding its existence, validity, termination of rights or
         obligations of any party hereto, the Purchaser and the Seller will
         attempt for a period of thirty (30) days after the receipt of one party
         of a written notice from the other party of the existence of the
         Dispute to settle the Dispute by amicable settlement between the
         parties.

17.3     If the Purchaser and the Seller are unable to reach agreement to settle
         the Dispute within the thirty (30) day period set forth in clause 17.2,
         then either party, may submit the Dispute to a Board of Arbitration
         under the applicable rules of the Indonesian National Board of
         Arbitration (BANI) (the "BANI RULES"). The arbitration will be
         conducted in Bahasa Indonesia in Jakarta. Notwithstanding the
         provisions of clause 16, any notice of arbitration, response or other
         communication given to or by a party to the arbitration must be given
         and deemed received as provided in the BANI Rules.

                                       24

<PAGE>


17.4     The Board of Arbitration will consist of three arbitrators appointed in
         accordance with the BANI Rules.

17.5     The Board of Arbitration appointed must conduct the arbitration in
         accordance with this Agreement, the BANI Rules and the prevailing
         Indonesian laws and regulations relating (to arbitration ("ARBITRATION
         LAWS AND REGULATIONS"). Where this Agreement, the BANI Rules, or the
         Arbitration Laws and Regulations are silent as to the conduct of the
         arbitration proceedings, the Board of Arbitration must decide as to how
         the proceedings will be conducted. The parties shall each use their
         reasonable efforts to ensure that a hearing on the merits shall be
         commenced no later than three (3) months after the appointment of the
         third arbitrator, unless the parties agree on an extension of time or
         the tribunal extends such time for good cause shown. Each of the
         parties expressly agree to waive the applicability of Article 48(1) and
         Article 73(b) of Law No. 30 of 1999 on Arbitration and Alternative
         Dispute Resolution ("ARBITRATION LAW NO. 30") and agree that the
         arbitration proceedings need not be completed within a specified time.

17.6     Other than (i) an application for pre-arbitral injunction, pre-arbitral
         attachment or other order in aid of arbitral proceedings which may be
         made by either party or (ii) after the matter has been determined by
         the Board of Arbitration as provided in this clause 17, and then only
         for the enforcement of the arbitration award, neither the Purchaser nor
         the Seller will be entitled to commence or file any action in a court
         of law relating to any Dispute.

17.7     Except as otherwise permitted in the Arbitration Laws and Regulations,
         any decision of the Board of Arbitration in any matter within this
         clause 17 will be final, binding and incontestable and may be used
         as a basis for enforcement thereon in the Republic of Indonesia or
         elsewhere. The Board of Arbitration will be entitled to include in its
         decision a determination as to the payment of the cost and expenses of
         the arbitrators, the administrative costs of the arbitration, the legal
         fees incurred by the parties, the cost and expenses of witnesses and

                                       25

<PAGE>

         all other costs and expenses necessarily incurred in the opinion of the
         Board of Arbitration in order to properly settle the Dispute. Each of
         the parties renounce its right to appeal the decision of the panel of
         arbitrators in accordance with Article 70 of the Arbitration Law No. 30
         and agrees that no party shall appeal the decision of the panel of
         arbitrators to any court.

17.8     The Purchaser and the Seller expressly agree (i) that the decisions of
         the Board of Arbitration must be made based on majority votes of the
         arbitrators, (ii) that the Board of Arbitration must state the reasons
         for its decisions in writing and must make the decisions entirely on
         the basis of applicable laws and not on the basis of the principle of
         ex aequo et bono, and (iii) that the mandate of the Board of
         Arbitration duly constituted in this Agreement will remain in effect
         until a final arbitration award has been issued by the Board of
         Arbitration.

18.      GOVERNING LANGUAGE

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

19.      COUNTERPARTS

         This Agreement may be executed in any number of counterparts, each of
         which when executed and delivered is an original and all of which
         together evidence the same agreement.

                                       26

<PAGE>

IN WITNESS WHEREOF, the duly authorized representatives of Purchaser and Seller
have executed this Agreement as of the date first written above.

PERUSAHAAN PERSEROAN (PERSERO) PT          PT TELEKOMUNIKASI SELULAR
TELEKOMUNIKASI INDONESIA TBK

                                           [STAMP]

by    : /s/ Muhammad Nazif                 by    : /s/ Mulia P. Tambunan
        ---------------------                      -----------------------
Name  : Muhammad Nazif                     Name  : Mulia P. Tambunan
Title : President Director                 Title : President Director

                                       27

</TEXT>
</DOCUMENT>
