<DOCUMENT>
<TYPE>EX-4.28
<SEQUENCE>27
<FILENAME>u92256exv4w28.txt
<DESCRIPTION>EX-4.28 CONTRACT AGREEMENT, DATED DEC.18, 2003
<TEXT>
<PAGE>
                                                                    Exhibit 4.28

                               CONTRACT AGREEMENT

                                      FOR

                           SOFTSWICTH SYSTEM CLASS-4
                              PROCUREMENT PROGRAM
                          THROUGH BUY OR RETURN SCHEME

                                    BETWEEN

                        PT TELEKOMUNIKASI INDONESIA, TBK

                                      AND

                            SANTERA-OLEX CONSORTIUM

                      NO. K. TEL. 264/HK. 910/UTA-00/2003

                            DATED DECEMBER 18, 2003
<PAGE>

                               CONTRACT AGREEMENT
                                       FOR
                           SOFTSWICTH SYSTEM CLASS-4
                               PROCUREMENT PROGRAM
                          THROUGH BUY OR RETURN SCHEME
                                     BETWEEN
                       PT TELEKOMUNIKASI INDONESIA, Tbk.
                                       AND
                            SANTERA-OLEX CONSORTIUM

                       No.: K.TEL. 264 /HK.910/UTA-00/2003

THIS CONTRACT (the "Agreement") is made the day of THURSDAY dated 18th DEC
2003, by and beeween :

I.       PERUSAHAAN PERSEROAN (PERSERO) PT TELEKOMUNIKASI INDONESIA,Tbk., a
         network and services telecommunication provider, established under the
         laws of the Republic of Indonesia, having its registered office at
         Jalan Japati No.l, Bandung, for the purpose of this Agreement duly
         represented by AGUS UTOYO in his capacity as Director of HRD and
         Business Support, hereinafter referred to as "TELKOM", and

II.      SANTERA-OLEX CONSORTIUM, a consortium incorporated under Consortium
         Agreement No. 03TEKTEAM0813.dated 20 September 2003 which has been
         legalized by Notaries Benny Djaja, SH, SE, MM., No.1276/W/IX/2003
         dated 25 September 2003, its having office at Wisma Bisnis Indonesia
         Lt-15 JI.Letjen S.Paiman Kav.12 Jakarta - 11480, in this legal act duly
         represented by:

         FADJAR TJOANDA, title President Director of PT. OLEX CABLES INDONESIA
         (Leader) a corporation incorporated under the laws of the Republic of
         Indonesia having its registered office at Wisma Bisnis Indonesia Lt-15
         JI.Letjen S.Parnan Kav.12 Jakarta -11480, and

         TEO KENG SOON, tide Managing Director Asia Pasific Regional of
         SANTERA (Member), a corporation organized and

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         existing under the laws of the Stated of California - USA, having its
         address at 80 Raflles Place Level 36 UOB Plaza 1 Singapura - 048624,

         for the purpose of signing of this Agreement duly represented FADJAR
         TJOANDA, title President Director PT.OLEX CABLES INDONESIA hereinafter
         referred to as CONTRACTOR.

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

                                   WITNESSETH

a.       WHEREAS in anticipacing tele communication business in the upcoming,
         TELKOM desire to modernize its existing telecommunication equipment so
         as to be in compliance to creating performance and quality such
         existing equipment;

b.       Whereas TELKOM through its letter No.TEL.154/LG000/TCC-00/2003 dated 17
         November 2003. has submitted the invitation for second stage to the
         CONTRACTOR;

c.       Whereas to respon the TELKOM's letter as mentioned in point b. above,
         the CONTRACTOR through its letter dated 19 November 2003 and 05
         December 2003 has submitted the bid to TELKOM cq. Tender Committee;

d.       whereas TELKOM trough its letter number: Tel.962/LG000/TCC-00/2003
         dated 12 December 2003, has appointed the SANTERA-OLEX CONSORTIUM as
         a CONTRACTOR to execution the procurement and implementation of Trunk
         Softswtch under Softswitch Class-4 basis which contract amounting of
         US$.4,050,510 and Rp.2.457.191.459,- excluding 10% VAT.

e.       whereas CONTRACTOR through its commitment letter no Ref.No.PSF020-001
         dated 15 December 2003 hereby commit and agree to carry out the Works
         accordance with point d. mentioned above.

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f.       WHEREAS between TELKOM and CONTRACTOR has been held the contract
         discussions in accordance with Minutes of Meetings dated 5 December
         2003 and 10 - 12 December 2003;

NOW THEREFORE, based upon the above-mentioned considerations, the Parties hereto
have agreed to bind each other into this AGREEMENT under the following terms and
conditions:

CHAPTER 1
GENERAL TERMS AND CONDITIONS

ARTICLE 1
DEFINITIONS

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

     a.  BILL OF QUANTITIES (BoQ) means the bill of quantities set out in
         Appendix 1, as may be modified from time to time in mentioned in
         Articles 3.3. and 45;

     b.  AGREEMENT shall mean this Agreement together with appendices and
         amendments thereof;

     c.  WORKS means the objective of the Agreement, i.e., supply of Goods,
         survey, design, installation/construction, testing, integrating with
         existing system, complete and operational system as required,
         documentation, training and any other associated services or activities
         whatsoever for the implementation of the Project and the performance of
         the Agreement by the Contractor up to the last issue of FINAL BAC;

     d.  GOODS means equipment includes all kinds of machinery, apparatus,
         materials, articles, spare parts, necessary tools and test equipment
         for operation and maintenance, relevant drawings, operation manuals and
         handbooks which the Contractor is required to supply to

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         TELKOM under the Agreement;

     e.  SERVICES means the Contractor's services and activities such as survey,
         design, installation/ construction, progress/ quality control, testing,
         reporting, commissioning and training which the Contractor is required
         to execute under the Agreement.

     f.  PROJECT means Softswitch System Class-4 including all of its supporting
         EQUIPMENT has procured and installed by CONTRACTOR where the SYSTEM can
         be tested, accepted and technical and commercial operation.

     g.  REQUEST FOR PROPOSAL means "General Conditions", "Technical
         Specifications", "Project Specifications" and any additional notice
         which may be given to Bidder.

     h.  PROPOSAL means the written offer in response to the Request for
         Proposal.

     i.  CONTRACT PRICE means the net price (including any applicable Value
         Added Tax) payable to the Contractor for the full and proper
         performance of the Agreement.

     j.  PROJECT MANAGER means TELKOM's staff duly authorized by TELKOM to act
         as its representative for the execution of the Project.

     k.  DEFAULT means any of negligent act or failure in the implementation of
         the Project in respect of the Agreement.

     l.  EXISTING SYSTEM shall mean all of TELKOM's existing and operational
         system in deployment sites;

     m.  SYSTEM means the Softswitch System Class-4 forming a network ready for
         accepted, handed over and operated by TELKOM. The SYSTEM consists of
         subsystems as follows:

         -    Media Gateway controller/Softswitch

         -    Signalling Gateway

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         -    Trunk Gateway

         -    Features Server

         -    Network Management System

         -    Power Supply Equipment

     n.  TECHNICAL SPECIFICATION shall mean technical specifications as mutual
         agrred by both parties and as mentioned in the Appendix 9 of this
         AGREEMENT;

     o.  PROJECT SITE means a location or locations which the Goods are to be
         delivered and/or where the Works are to be performed by the Contractor.

     p.  INTEGRATION shall mean the integration between the SYSTEM and EXISTING
         SYSTEM which properly fuction;

     q.  COMMISSIONING means such activities that shall be done by the
         CONTRACTOR in preparation of the ACCEPTANCE TEST;

     r.  ACCEPTANCE TEST (Buy or Return Acceptance Test - BAT) shall mean
         physical and visual checking of the installation and materials, and
         testing of SYSTEM to test the proper functionality as mentioned in
         Article 13 of this AGREEMENT of the EQUIPMENT installed;

     s.  ACCEPTANCE TEST REPORT shall mean written document being made and
         signed by Parties hereto through their respective duly representatives,
         certifying the ACCEPTANCE TEST has been completed and stating the
         results.

     t.  BUY OR RETURN ACCEPTANCE TEST CERTIFICATE (BAC) means an official
         written statement, dated and issued by Telkom cq. Project Manager
         indicating that the Works of Buy or Return basis have been performed,
         completed and tested satisfactorily can be operated and handed over to
         and accepted by TELKOM in accordance with the Agreement.

     u.  TRAINING CERTIFICATE mean an official written statement issued by

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         TELKOM cq. Project Manager indicating that the entire work of TELKOM's
         employee training have been completely done by Contractor.

     v.  FINAL BAC means an official written statement, dated and issued by
         TELKOM cq. Project Manager indicating that the entire Work of Buy or
         Return Basis handed over to TELKOM under the Agreement have
         satisfactorily performed and operated including one year warranty
         period and the Contractor has performed all his obligations under the
         Agreement.

     w.  EQUIPMENT shall mean all equipment (both hardware and software),
         cables, apparatus, drawings, manuals, documents and anything else which
         shall be provided by the CONTRACTOR to TELKOM in accordance with this
         AGREEMENT;

     x.  MONTHS and DAYS denote Gregorian calendar months and calendar days,
         respectively.

     y.  BUY OR RETURN BASIS means SYSTEM procurement scheme, where if, the
         SYSTEM can technical and commercial properly function and good
         operation, then TELKOM will buy and make payment to CONTRACTOR. In
         case the SYSTEM fail during acceptance test then TELKOM will return
         such fail equipment according to detail scheme as described in Article
         5 of this Agreement.

     z.  WARRANTY PERIOD means a period of twelve (12) months from BAC;

     aa. EFFECTIVE DATE OF CONTRACT (EDC) means the date on which all the
         provisions of Article 51 are fulfilled.

ARTICLE 2
GENERAL CONDITIONS

2.1.     If any provision of this Agreement or part

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         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.

2.2.     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.

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

ARTICLE 3
SCOPE OF WORKS

3.1.     The Scope of this AGREEMENT covers the procurement of Softswitch System
         Class-4 and services from CONTRACTOR in Cikupa, Semanggi-2, Bandung
         Centrum, Bandung Japati and Surabaya Kebalen locations according to the
         configuration, capacity plan, Bill of Quantity, and Technical
         Specification as set out in Appendices 1,5 and 9.

3.2.     For the purpose of the implementation of the WORKS, CONTRACTOR shall
         carry out the followings:

         a.   Survey, design and engineering plan;

         b.   Procurement and/or manufacturing of EQUIPMENT and delivery of the
              EQUIPMENT to the LOCATIONS;

         c.   Implementation, INTEGRATION of SYSTEM to EXISTING SYSTEM;

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         d.   Warranty for one (1) year period after BAC; and;

         e.   Software maintenance, up date and up grade for 1 (one) year from
              BAC

         f.   All risks insurance;

         g.   Commissioning and Testing;

         h.   Training & On the Job Training.

3.3.     The Scope of WORKS shall be adjusted and executed under an Amendment to
         this AGREEMENT:

         a.   after the detailed survey, design and engineering is completed and
              approved by TELKOM; and

         b.   after the final As-Built Bill of Quantity is completed and
              approved by TELKOM

3.4      This AGREEMENT is a contract covering various steps involved in the
         Softswitch System Class-4 Procurement Program on a turnkey basis with
         referrence to Article 5 of this Agreement.

3.5.     "TURNKEY BASIS" pursuant to the Scope of Work, upon the effective date
         of this contract, CONTRACTOR shall be fully 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 SYSTEM ready for service.
         CONTRACTOR shall also do everything necessary as reasonably may be
         inferred from this AGREEMENT as being required of CONTRACTOR to perform
         all of its obligations under this Agreement.

ARTICLE 4
PERIOD AND WORKS
IMPLEMENTATION

4.1.     The WORKS. The WORKS the Softswitch System Class-4 Procurement Program
         shall

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         be carried out and completed entirely within four (4) months and
         fourteen (14) calendar days from the EDC up to May 2, 2004.

4.2.     Delays. In the event CONTRACTOR has a delay in the completion of the
         WORKS as mentioned in Article 4.1 and 4.2 above then CONTRACTOR shall
         be imposed liquidated damages as referred to in Article 35 of this
         AGREEMENT.

4.3.     If such delays are due to (i) CONTRACTOR and TELKOM agreed upon a
         variation of WORKS as mentioned in Article 46, or (ii) there is any
         instruction to stop the Work from TELKOM or (iii) Force Majeure, then
         CONTRACTOR shall be permitted to extend the completion period of the
         WORKS based on approval from TELKOM.

ARTICLE 5
BUY OR RETURN SCHEME

5.1.     The Softswitch System Class-4 Project shall be executed through the
         procurement program under the arrangement of Buy or Return scheme.

5.2.     After completetion of the Project installation period as described in
         Article 5.1. above, that the TELKOM's Team together with CONTRACTOR's
         Team shall conduct BAT of the SISTEM which is deployed by CONTRACTOR to
         ensure whether such SISTEM is successful and be properly function so
         such SYSTEM can be commercial and technical operated according to
         Technical Specification as stated in the Agreement or such SISTEM is
         failed.

5.3.     If the result of acceptance test of SYSTEM by Team is stated that such
         SYSTEM can be commercial and technical operated according to Technical
         Specification as stated in the Agreement, that TELKOM cq. Head of
         TELKOM Construction Centre will issue the BAC as proof acceptance of
         the works and payment of such works.

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5.4.     If the result of acceptance test of SYSTEM according to Article 13 by
         Team is stated that such SYSTEM unsuccessfull and not function properly
         and can not be commercial and technical operated according to Technical
         Specification as stated in the Agreement, that this Agreement shall be
         terminated and CONTRACTOR shall remove the equipment has been intalled
         by CONTRACTOR in the construction locations as described in Article
         3.1. above without any payment from TELKOM to and/or reimburse costs
         occure by CONTRACTOR. By failure of such SYSTEM has been installed by
         CONTRACTOR, TELKOM will issue the official written indicating that such
         SYSTEM is failed to function, according to technical specification
         requirement.

5.5.     CONTRACTOR shall remove the equipment as specified in Article 5.4. at
         the latest one (1) week from issued such TELKOM's statement letter, the
         delay to remove of such equipment will cause to charge any costs by
         TELKOM to utilize the TELKOM's facilities by CONTRACTOR according to
         applicable TELKOM's tariff.

5.6.     In case the SYSTEM failure because of incorrect information given by
         CONTRACTOR when the section pass/fail in the evaluation process,
         CONTRACTOR shall be imposed liquidated damage as amount of the contract
         price as described in Article 19 plus any costs occure by TELKOM
         according to Statement Guaranty Letter on Pass/Fail Clarification for
         TELKOM Softswitch System Class 4 Procurement Program dated 21 October
         2003 issued by CONTRACTOR.

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ARTICLE 6
SITE PREPARATION, ACQUISITION, RIGHTS OF WAY AND PERMITS

6.1      The Parties shall be responsible for preparing the Locations/Sites
         where the Deliverables are to be installed, in accordance with this
         Agreement.

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

6.2.1.   Arrange and acquire all the permits required to perform the work for
         and on behalf of TELKOM, such as trenching/road excavation permits,
         installation permits, rights of way, building construction permit (IMB)
         and other permits necessary either from local municipality or other
         Parties. The costs for acquiring the permit have been included in the
         unit price and shall not be priced separately;

6.3      In the event omission of or delay in providing licenses, clearances, or
         permits by public authorities occurs, which affects the implementation
         schedule, provided all requirements have been fulfilled by CONTRACTOR,
         and after TELKOM provides its assistance, then the Parties shall agree
         to extend the implementation period.

ARTICLE 7
APPENDICES

7.1.     Appendices. The following documents shall be attached and constitute as
         integral parts of this AGREEMENT:

         Appendix 1 : Price Breakdown, Bill of Quantity and Spare;

         Appendix 2 : Schedule of Implementation and Project Management Plan;

         Appendix 3 : E-Auction and Discussion Minutes of Meetings;

         Appendix 4 : Responsibility Matrix

         Appendix 5 : Configuration and Scope of Works;

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         Appendix 6 : Appointement Letter to CONTRACTOR;

         Appendix 7 : CONTRACTOR's Commitment Letters;

         Appendix 8 : Consortium Agreement;

         Appendix 9 : Technical Specification;

         Appendix 10 : Training's Syllabus;

         Appendix 11 : Buy or Return Acceptance Test Process;

         Appendix 12 : Test Items of Buy or Return;

         Appendix 13 : RFP & QA;

         Appendix 14 : RFQ & QA;

         Appendix 15 : Business Ethics.

7.2.     Discrepancies. In the event of discrepancies between the provisions of
         this AGREEMENT with Appendices thereof, then the provisions of this
         AGREEMENT shall prevail.

CHAPTER 2.
TECHNICAL TERMS AND CONDITIONS

ARTICLE 8
TECHNICAL REQUIREMENTS

The WORKS shall be carried out under this AGREEMENT in accordance with TECHNICAL
SPECIFICATIONS as referred to in Appendix 9 of this AGREEMENT;

ARTICLE 9
QUALITY ASSURANCE

9.1.     CONTRACTOR shall make all reasonable efforts to ensure TELKOM, is
         entitled to inspect the production and installation phases of the
         processes of all members of CONTRACTOR's consortium. CONTRACTOR shall
         co-operate with TELKOM in case TELKOM elects at own expense to conduct
         such inspections.

9.2.     CONTRACTOR warrant any equipment or a component thereof is produced by
         a sub-contractor working for CONTRACTOR, CONTRACTOR shall include
         similar provisions in its contract with the sub-contractor in order to
         enable TELKOM to perform inspections of a similar nature.

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9.3.     CONTRACTOR warrant that the good performance of SYSTEM of the
         Softswitch System Class-4 until the expiry of WARRANTY PERIOD through
         repair or replacement as necessary.

ARTICLE 10
SURVEY, DESIGN, AND PLANNING

10.1.    The planning and design activities for the Project shall be able to
         fully accommodate the DRM mechanisms as described in Article 16 of this
         AGREEMENT.

10.2.    The planning and design works shall consist of Survey of the Location /
         Site(s) that CONTRACTOR and TELKOM together to determine the optimum
         location/site for installation of the equipment, provided that the
         Location has been determined by TELKOM.

ARTICLE 11
INSTALLATION PROCEDURES AND STANDARDS

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

10.2.    CONTRACTOR shall provide equipment installation services and shall
         consist of the following activities:

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

         b.   materials delivery and storage;

         c.   transportation of goods;

         d.   installation of the equipment;

         e.   cleaning-up sites; and

         f.   site preparation plan and drawings.

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

         a.   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;

         b.   CONTRACTOR shall employ an adequate supervisory force and an
              adequate staff of experienced engineers consisting of technicians
              and workmen to complete the work in a satisfactory and workman
              like manner within the time specified in this AGREEMENT;

         c.   CONTRACTOR shall itemize and provide all equipment, tools,
              measuring equipment, machinery and electricity necessary for
              execution of the Scope of Work in Indonesia; and

 10.4.   Installation of the equipment shall consist of the following
         activities:

         a.   CONTRACTOR shall be responsible for providing connection and
              integrating sub-components into system units, i.e. Transmission
              Equipment and Outside Plant (OSP);

         b.   CONTRACTOR shall be responsible for system unit check and shall
              ensure the each system units functions as required.

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

         a.   CONTRACTOR's Sub-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;

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         b.   Upon completion of each installation, CONTRACTOR shall remove from
              the Location/site as early as possible all tools, appliances,
              packing cases and plant not constituting an integral part of this
              AGREEMENT.

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

         d.   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 12
LOCAL SUPPORT INFRASTRUCTURE

CONTRACTOR shall provide TELKOM access to its local technical staff to ensure
effective deployment, operations and timely problem solving. CONTRACTOR shall
ensure such local support is timely, cost effective, and of high quality in
order to meet TELKOM's desired service levels.

ARTICLE 13
ACCEPTANCE TEST AND HAND OVER

13.1.    ACCEPTANCE TEST. The test procedure shall be completed and agreed upon
         by the Parties prior to the first ACCEPTANCE TEST. ACCEPTANCE TEST
         shall be carried out after the SYSTEM is commissioned by CONTRACTOR and
         is ready for ACCEPTANCE TEST. CONTRACTOR shall carry out ACCEPTANCE
         TEST over the whole WORKS as referred to in this AGREEMENT, at the
         LOCATIONS of installation in accordance with ACCEPTANCE TEST schedule
         which shall be submitted by CONTRACTOR, to TELKOM. The ACCEPTANCE TEST

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         shall be carried out in the presence of both parties' authorized
         representatives.

13.2.    Prior Notice to ACCEPTANCE TEST. CONTRACTOR shall give notification to
         TELKOM within fourteen (14) calendar days prior to the date of the
         ACCEPTANCE TEST. Within seven (7) calendar days after receipt of such
         notification, TELKOM shall notify CONTRACTOR of its approval for such
         ACCEPTANCE TEST schedule or TELKOM may propose another ACCEPTANCE TEST
         schedule which shall not be later than seven (7) calendar days after
         CONTRACTOR's proposed date. In the event TELKOM does not respond to
         CONTRACTOR's notification within seven (7) calendar days, then TELKOM
         shall be deemed to approve such ACCEPTANCE TEST schedule.

13.3.    ACCEPTANCE TEST implementation. Subsequent to the implementation of the
         SYSTEM, due for ACCEPTANCE TEST, the ACCEPTANCE TEST shall be carried
         out to test the compatibility within the SYSTEM that has been completed
         and EQUIPMENT being installed, with TECHNICAL SPECIFICATIONS agreed by
         CONTRACTOR and TELKOM. Further, CONTRACTOR shall deliver the ACCEPTANCE
         TEST REPORT to TELKOM.

         In case TELKOM's Team can not attend to acceptance test according to
         mutual greed schedule than the conducting acceptance test shall be
         rescheduled maximum for fourteen (14) calendar days. If TELKOM Team not
         attend after such reschedule then CONTRACTOR can conduct acceptance
         test without TELKOM's team attend and the result of test shall be
         deemed by TELKOM.

13.4.    Error rectification obligations. Should there be any non-compliance
         with the TECHNICAL SPECIFICATIONS (hereinafter referred to as "Error")
         during ACCEPTANCE TEST period, TELKOM and CONTRACTOR shall record such
         Error in writing and CONTRACTOR shall start to rectify such Error
         according to BAT requirement.

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13.5.    Major Remaining Errors. If the result on ACCEPTANCE TEST indicates
         EQUIPMENT which is not operable, or causes damage or loss of data or
         software, or causes corrupted data (hereinafter referred to as "Major
         Remaining Errors"), then CONTRACTOR shall notify TELKOM in writing (a)
         to stop the ACCEPTANCE TEST or (b) to extend the ACCEPTANCE TEST
         period.

         In case of (a) above, after the Error has been rectified, CONTRACTOR
         shall notify TELKOM seven (7) calendar days before conducting
         re-testing.

13.6.    Minor Remaining Errors. If ACCEPTANCE TEST result indicates the
         EQUIPMENT shall cause failures other than Major Remaining Errors that
         do not affect the fundamental operation of any parts of the SYSTEM,
         then CONTRACTOR shall rectify such Minor Remaining Errors within three
         (3) months after the issuance of BAC.

13.7.    Checking on Acceptance Test Report. Upon the completion of such tests
         as referred to in this Article and CONTRACTOR has submitted reports on
         the SYSTEM, and any other requirements have been made available in
         accordance with the provisions of this AGREEMENT, TELKOM shall check
         all such reports of CONTRACTOR. In the event any part of functionality
         is not in compliance with TECHNICAL SPECIFICATION under this AGREEMENT
         or incomplete, TELKOM shall notify CONTRACTOR in writing within seven
         (7) calendar days from the presentation by CONTRACTOR of said reports.

13.8.    Cost for Corrections. All costs incurred in connection with corrections
         as referred to in this Article shall become the full responsibility of
         CONTRACTOR.

13.9.    BAC for SYSTEM shall be issued if the following activities are
         fulfilled;

             a.   installation is completed;

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              b.   SYSTEM has been tested and is functioning properly in
                   accordance to the TECHNICAL SPECIFICATION and test items
                   without pending items that are detrimental to the functional
                   operation;

              c.   SYSTEM is possible to be commercially operated.

13.10.   The issuance of BAC (Buy or Return Acceptance Certificate);. The SYSTEM
         shall be accepted if CONTRACTOR has shown to TELKOM all requirements in
         accordance with the TECHNICAL SPECIFICATIONS as referred to in Appendix
         9 have been fulfilled under the following conditions:

         a.   Within 7 (seven) calendar days after result of stability test,
              TELKOM will notify CONTRACTOR whether the SYSTEM has been accepted
              or not;

         b.   In the event such reports indicate SYSTEM has been tested and is
              functioning properly in accordance to the TECHNICAL SPECIFICATION
              without pending items that are detrimental to the functional
              operation, then TELKOM c.q. Project Manager will issue BAC for the
              relevant SYSTEM within seven (7) calendar days after submission of
              ACCEPTANCE TEST REPORT and Stability Test Report.

              Should TELKOM for whatsoever reason neither inform CONTRACTOR of
              non-acceptance in writing, nor issue the BAC within the above
              mentioned seven (7) days period or TELKOM commercially operate the
              SYSTEM, then the SISTEM shall be deemed accepted and the BAC shall
              be issued.

         c.   The issuance of BAC by TELKOM shall not be withheld due to Minor
              Remaining Errors by taking into

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              consideration that (i) such deficiency shall not adversely affect
              normal operation and maintenance work of the SYSTEM in accordance
              with the Technical Specifikation as referred to in Appendix 5;
              (ii) such deficiency will be put as an attachment to the BAC in
              order for CONTRACTOR to rectify in accordance with Article 13.7.

 13.11.  FINAL BAC shall be issued by TELKOM cq. Project manager, twelve (12)
         months after the date of BAC provided CONTRACTOR has fulfilled the
         following conditions:

         a.   all remaining errors have been rectified and reported;

         b.   all warranty obligations have been fulfilled;

         c.   As-Built documentation has been completed and submitted.

ARTICLE 14
GOODS DELIVERY PROCEDURE

14.1.    All physical deliveries of Deliverables covered by this Agreement shall
         be accompanied by a consignment note, which includes:

         a.   Name and registered office of CONTRACTOR;

         b.   Agreement Number;

         c.   Date of shipment and delivery;

         d.   Quantities and type of goods included; and

         e.   Certificate of Origin.

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

14.3.    CONTRACTOR 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 this AGREEMENT in accordance with
         Appendix 3 (Implementation Schedule and Project Management). CONTRACTOR

                                       19
<PAGE>

         and shall be responsible for all inland transportation shipping costs
         to the intended Location/Site.

14.4.    CONTRACTOR 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 as mentioned in Article 9 and in Appendix 12
         (Acceptance Test Items) of this AGREEMENT.

ARTICLE 15
REPORTS AND MEETINGS

15.1     Written reports. CONTRACTOR shall give written reports (progress
         report) on any stage of the WORKS in accordance with Schedule of Works
         Implementation as provided in Appendix 2, at least once in a month,
         which shall be made in five (5) copies, four (4) shall be sent to
         TELKOM c.q. Project Manager and another one shall be submitted to HEAD
         OF CONSTRUCTION CENTRE.

15.2     Periodical meetings. For the purpose of the smoothness of the WORKS and
         to cope with any technical obstacle, TELKOM and CONTRACTOR agree to
         convene periodical meetings at least once a month or any other time
         interval as agreed by both Parties from time to time.

ARTICLE 16
PROJECT MANAGEMENT

16.1.    CONTRACTOR shall propose a Project Management Plan ("PMP"), in a form
         as mentioned in Appendix 2. TELKOM and CONTRACTOR shall discuss and
         mutually agree on the details of the PMP.

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

         a.   Role and responsibility;

                                       20
<PAGE>

         b.   Project organization and personnel;

         c.   Reporting of progress and issues.

16.3.    CONTRACTOR shall appoint the Project personnel as described in the PMP
         including a Project Manager who shall be responsible for contact with
         TELKOM with respect to resolving issues arising in the course of
         Project implementation.

16.4.    The identity and qualifications of all Project personnel proposed by
         CONTRACTOR to work on the Project, including the Project Manager as
         mentioned in the PMP shall be notified in writing by CONTRACTOR to
         TELKOM before appointment. The Project Manager shall only be appointed
         with TELKOM's prior approval. For all other Project personnel, TELKOM
         shall inform CONTRACTOR of any objections within seven (7) 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.

16.5.    At TELKOM's sole discretion, TELKOM may appoint its Project Manager
         with whom CONTRACTOR Project personnel shall maintain close cooperation
         and communication at all times. TELKOM may also appoint local
         supervisors with whom CONTRACTOR'S local Project personnel shall
         maintain close cooperation and communication at all times.

         The Project Manager as appointed by TELKOM for the execution of the
         WORKS under this AGREEMENT shall be HEAD OF CONSTRUCTION CENTRE,
         however the owner of the Project which has been appointed in this
         AGREEMENT is LONG DISTANCE DIVISION.

16.6.    TELKOM may object to and, after consultation with CONTRACTOR direct
         CONTRACTOR to remove from any site

                                       21

<PAGE>

         immediately any person employed by CONTRACTOR 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.

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

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

16.9.    CONTRACTOR shall immediately deliver newest Performance Schedule to
         TELKOM. The newest Performance Schedule shall contain important
         progress step (milestones) including:

         a.   Starting performance on any location;

         b.   Starting detail survey on any location;

         c.   Finishing installation, development design, related drawing with
              Project;

         d.   Date of readiness, for commisioning, and Acceptance Test for any

                                       22

<PAGE>

              location/Site;

16.10.   Deliver of equipment, component, software and service by CONTRACTOR
         shall fulfill provisions of this AGREEMENT include schedule and
         progress step (milestones) as set out in Appendix 2 (Schedule of
         Implementation).

16.11.   Any changes of Schedule of Implementation shall be based on mutually
         agreement of the Parties and be legally if its done as Variation duly
         signed by legal representation from each Party.

16.12.   Site Survey

         1.   After the Effective Date of this AGREEMENT award, the CONTRACTOR
              shall carry out a detailed site survey and engineering taking into
              consideration the detailed design standard provided by the
              CONTRACTOR and approved by TELKOM. The CONTRACTOR shall justify
              the installation/construction designs together with the
              associated bill of quantities.

         2.   Site Surveys shall aim to include, but not limited to, the
              following activities:

              (i)   Determining fiber optic installation route, new building and
                    its supporting facilities including assessing reusability of
                    existing duct systems

              (ii)  Baselining reusable supporting facilities, including power
                    supply, buildings.

              (iii) Determining lay-out/placement of the transmission equipment
                    within TELKOM's STO or other TELKOM's building.

         3.   CONTRACTOR shall take responsibility for the organizational and
              administrative activities required to conduct the Site Surveys.
              CONTRACTOR shall be responsible for all reasonable costs of
              performing the Site Surveys, including

                                       23

<PAGE>

              personnel, transportation, accommodation, communications; and
              shall fund at its own expense the cost of other related party in
              performing any of the work or analyses contemplated as mentioned
              in Article 16.12. TELKOM shall only be responsible for the costs
              of providing accommodations and transport for TELKOM staff
              involved in the Site Surveys.

16.13.   Design Review Meeting (DRM)

         1.   After the performance detailed survey, TELKOM dan CONTRACTOR shall
              perfom Design Review Meeting.

         2.   The first DRM shall be conducted immediately after detailed
              survey. Further DRMs only intended to be held in case there is any
              modification design.

         4.   CONTRACTOR shall take responsibility for the organizational and
              administrative activities required to organize all DRMs.
              CONTRACTOR shall be responsible for all reasonable costs of
              convening the DRM and shall fund at its own expense the analysis
              as mentioned in Article 16.13 TELKOM shall only be responsible for
              the costs of providing accommodations and transport for TELKOM
              staff attending a DRM.

         5.   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 by the
              authorized representative of each Party.

         If the Parties cannot reach agreement at the DRM, the matters shall be
         escalated to senior management of each Party for resolution.

16.14.   Representation at Site Survey and DRM

                                       24

<PAGE>


         TELKOM and CONTRACTOR shall notify 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 DRM and/or monthly meeting on their behalf.

ARTICLE 17
WARRANTY PERIOD

17.1.    The WARRANTY PERIOD a period of 12 months starting from the date of BAC
         for SYSTEM or the date the EQUIPMENT has been used commercially by
         TELKOM, whichever date comes earlier.

17.2.    CONTRACTOR warrants the EQUIPMENT shall work properly and stable in
         accordance with TECHNICAL SPECIFICATION during the WARRANTY PERIOD. In
         the event of any damage, error or technical malfunction in normal
         operation during the WARRANTY PERIOD, CONTRACTOR shall repair and/or
         replace the damage, error and technical malfunction at its own cost.
         CONTRACTOR warrants for the period as mentioned in paragraph 1, the
         hardware is free from manufacture's defect and shall comply to the
         function as described in TECHNICAL SPECIFICATION. TELKOM's exclusive
         remedy for breach of the warranty is the repair or replacement of the
         defective EQUIPMENT.

17.3.    In case damage happen during warranty period as mentioned in
         sub-article (2) of this article, then TELKOM shall notify to PARTNER
         officially at the latest 30 (thirty) calendar days after damage is
         found. PARTNER has obligation to repair damages or replace with new one
         within reasonable period which is agreed by both parties after formal
         notification of TELKOM except PARTNER could prove that damages is
         caused as

                                       25

<PAGE>

         mentioned in Article 39 clause (3) of this Agreement which is submitted
         by PARTNER within 14 (fourteen) days to TELKOM after receipt of such
         notice. All costs, fees and other costs arise due to repair or
         replacement become PARTNER's obligation and responsibility

17.4.    Defects during WARRANTY PERIOD. In the event of major defect or
         disruption to the SYSTEM within twelve (12) months period, save to the
         extent of Force Majeure events and/or events for which CONTRACTOR not
         liable under this AGREEMENT, which cumulatively shall exceed or equal
         to 24 (twenty four) hours of non availability of SYSTEM, then the
         issuance of the FINAL BAC shall be postponed and the WARRANTY PERIOD of
         such SYSTEM shall be extended to the number of days of such disruption.
         CONTRACTOR shall use its best commercially reasonable efforts to
         provide alternative solution at its own cost.

17.5.    CONTRACTOR shall have no obligation and/or responsibility to rectify
         any errors and/or non-compliances or subsequent errors and
         non-compliances if these have been caused by TELKOM or third parties
         which are not nominated or appointed by CONTRACTOR.

ARTICLE 18
SPARE PARTS

18.1.    During WARRANTY PERIOD, all parts that are required to be replaced,
         shall be supplied by CONTRACTOR without charge unless CONTRACTOR is
         released from this obligation in

                                       26

<PAGE>

         accordance to Article 39.3. of this AGREEMENT.

18.2.    CONTRACTOR shall provide prices and suppliers (local or overseas)
         information, regarding spare parts, sub assemblies, etc., and advise
         the required quantities to be purchased and stocked for the successful
         maintenance of the SYSTEM.

18.3.    CONTRACTOR shall provide a list of spare part, description and quantity
         of EQUIPMENT, module and sub module level as appropriate.

18.4.    CONTRACTOR shall agree to supply the spare parts to TELKOM and TELKOM
         shall have the right to purchase these spare parts from CONTRACTOR for
         TELKOM's maintenance requirements at a price to be agreed upon. The
         spare parts or suitable equivalents with the same performance should be
         available throughout the EQUIPMENT design lifetime of the SYSTEM.

18.5.    CONTRACTOR shall agree to provide a list of spare part and consumable
         items, to the best of its knowledge, to be purchased and stocked by and
         to be property of TELKOM for maintenance and usage for the SYSTEM for a
         period of six (6) years after FINAL BAC.

18.6.    CONTRACTOR shall provide spare parts and consumable items to be
         purchased and stocked by TELKOM for a minimum period of six (6) years
         after the final production of each EQUIPMENT, unless suitable
         equivalents for spare parts and consumables are available. Subsequent
         to this, should supplies of any spare parts relevant to the SYSTEM be
         discontinued, CONTRACTOR shall notify TELKOM at least one (1) year in
         advance of such discontinuation.

18.7.    Spare part and tools as quoted in the Bill of Quantity according to
         Appendix I of

                                       27

<PAGE>

         this AGREEMENT shall be delivered by CONTRACTOR upon the BAC of
         relevant SYSTEM where the spare part pool are located.

CHAPTER 3
COMMERCIAL TERMS AND CONDITIONS

ARTICLE 19
CONTRACT PRICE

19.1     The Contract Value excluding VAT currently at 10%, but including income
         tax, other taxes, duties and costs in accordance with the prevailing
         laws and regulations for execution of the Project under this AGREEMENT
         is amount of US$.4,050,510 (Four million fifty thousand five hundred
         and ten US Dollar) and Rp.2,457,191,459 (Two billion four hundred fifty
         seven million one hundred ninety one thousand four hundred and fifty
         nine Rupiah) with the details as mentioned in Appendix 1 this
         AGREEMENT.

19.2.    Summary of Contract Price as described in Article 19.1. above are:

                    SOFTSWITCH SYSTEM CLASS-4 PRICE SUMMARY:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------
NO.        SUB ELEMENT           TOTAL COST (IDR)          TOTAL COST (US)
--------------------------------------------------------------------------
<S>    <C>                       <C>                       <C>
 1     Goods and Services         2,425,600,214              3,789,444
--------------------------------------------------------------------------
 2     Spare Part                    31,591,245                202,366
--------------------------------------------------------------------------
 3     Training                               -                 58,700
--------------------------------------------------------------------------
       TOTAL                      2,457,191,459              4,050,510
--------------------------------------------------------------------------
</TABLE>

19.3.    However, both TELKOM and CONTRACTOR agree in the event the Scope of
         Works is amended due to the result of the Design Review Meeting as well
         as the final survey and "As-Built Bill of Quantity" SYSTEM, then the
         final AGREEMENT PRICE shall be calculated and adjusted accordingly as
         required.

                                       28

<PAGE>

19.4.    No further costs. AGREEMENT PRICE set forth in the breakdown of costs
         as as mentioned in Appendix 1 of this AGREEMENT shall cover the
         entirety of parts which are required for the implementation of the
         WORKS in accordance with this AGREEMENT, save to the extent any
         additional or reduced WORKS as required by TELKOM in writing as
         referred to in Article 44 (Works Variation) and Article 3.3 (Adjustment
         of Scope of Work) with respect to Additional or Reduction of the WORKS
         under this AGREEMENT.

19.5.    Unit prices quoted in Appendix 1 (Price Summary, Bill of Quantity and
         Spare) are firm fixed prices and shall not be varied except as
         permitted under this AGREEMENT. Unit prices for equipment are deemed to
         include payments by CONTRACTOR for all costs of freight, insurance,
         customs and import duties, taxes related to importation, clearance at
         the port of entry, inland transportation, warehousing and delivery to
         the Location/Site where the equipment 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, and all related materials and
         expenses to complete the Project on a turnkey basis as contemplated as
         mentioned in Article 3.5. Import or custom duties are included in the
         unit prices as mentioned in Appendix 1 and shall remain fixed.

ARTICLE 20
INSURANCE AND SAFETY

20.1.    CONTRACTOR shall arrange and cover the insurance at his own cost for
         the shipment, during transportation, installation until BAC for all
         risk according to this AGREEMENT.

20.2.    The Insurance company to be appointed by the CONTRACTOR for local
         transportation and terrestial installation

                                       29

<PAGE>

         works shall be a local Indonesian Insurance Company PT Asuransi Export
         Indonesia (PT ASEI) through the broker PT Sarana Janesia Utama (PT
         SJU).

20.3.    CONTRACTOR shall arrange the Social Security (ASTEK) insurance for his
         own employees at his own cost.

ARTICLE 23
TAXES AND IMPORTATION

21.1.    Taxes and Importation. All taxes (excluding VAT), stamp duty and other
         duties in accordance with the Government regulations shall be the
         responsibility of the CONTRACTOR Any withholding tax shall be deducted
         directly by TELKOM from the payment to be made to CONTRACTOR in
         accordance with the prevailing laws which is applicable to this
         AGREEMENT. VAT and other related taxes shall be settled with the
         Government directly by TELKOM.

         Upon settlement of VAT and other related taxes between TELKOM and the
         Government, TELKOM will submit original receipts of settlement to
         CONTRACTOR, to enable CONTRACTOR to refund the VAT and other related
         taxes.

21.2.    Importer. All the EQUIPMENT (both hardware and software) imported based
         upon this AGREEMENT shall be conducted under DDP (Delivered Duty Paid)
         as referred to in Incoterm 2000. Therefore, it is agreed by the Parties
         hereto that: (i) the Party who acts as the importer shall be
         CONTRACTOR; and (ii) CONTRACTOR shall use its Import Licence or
         (Agent's) Master List in conducting custom clearance of the EQUIPMENT
         from Custom Authority.

21.3.    Additional devices. In the event CONTRACTOR shall require additional
         devices, apparatus or any other tools in carrying out the WORKS which
         shall be obtained by means of importing them from abroad, then all
         costs, taxes, retribution and

                                       30

<PAGE>

         any other levies thereof shall become the responsibility of CONTRACTOR.

21.4.    CONTRACTOR, shall 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.

21.5.    Irregularities to importation procedures. CONTRACTOR shall be fully
         responsible for the occurrence of irregularities to either the delivery
         of EQUIPMENT from country of origin, transport procedures or supporting
         import documents, as set forth in the Presidential Instruction Number 3
         of 1991 dated 25th July 1991 or any replacement regulations thereof, if
         any.

ARTICLE 22
TRANSFER OF TITLE AND RISKS

22.1.    Event of Transfer. Transfer of title and risk from CONTRACTOR to TELKOM
         shall occur for each SUB-SYSTEM when (i) BAC has been issued or deemed
         to have been issued by TELKOM, or (ii) the SYSTEM has been put into
         commercial operation by TELKOM, whichever is the earliest.

22.2.    Remaining CONTRACTOR's responsibilities. Transfer of title as referred
         to in Article 22.1 shall not impair, release or discharge CONTRACTOR's
         risks and responsibilities towards warranty over EQUIPMENT and any
         other materials or towards Minor Remaining Errors in the EQUIPMENT as
         described in Articles 13.7 dan 13.10 of this AGREEMENT until the
         issuance of FINAL BAC.

ARTICLE 23
CONTRACTOR'S RIGHT AND OBLIGATION

         Beside the rights and obligations as stated in other Articles of this
         AGREEMENT, CONTRACTOR shall have the following rights and obligations:

                                       31

<PAGE>

23.1.    CONTRACTOR'S obligations:

         a.   To ensure the good performance of Softswitch System until the
              expiry of WARRANTY PERIOD through repair or replacement as
              necessary.

         b.   To ensure the service quality at least to the minimum requirement
              until the expiry of WARRANTY PERIOD through repair or replacement
              as necessary as staled in this AGREEMENT.

         c.   Completion of the WORKS according to Article 3 of this AGREEMENT
              such that the SYSTEM of Softswitch System is functioning in
              accordance with the Technical Spesification and can be put into
              commercial operation, in accordance to Article 4.1. of this
              AGREEMENT.

23.1.    CONTRACTOR'S right:

         To receive the payment from TELKOM in the due time for the execution of
         AGREEMENT.

ARTICLE 24
TELKOM'S RIGHT AND OBLIGATION

Beside the rights and obligations as stated in other Articles of this AGREEMENT,
TELKOM shall have the following rights and obligations:

24.1.    TELKOM'S obligations:

         a.   To make the payment to CONTRACTOR for the execution of the WORKS
              on schedule based on this AGREEMENT.

         b.   To issue the recommendation needed by CONTRACTOR to proceed with
              the permission as stipulated in Article 5 of this AGREEMENT.

                                       32

<PAGE>

         c.   To provide the LOCATIONS as well as all the necessary
              infrastructure (including but not limited to electricity, water
              supply, air conditioning, security, grounding, fire alarm, fire
              extinguisher, access road) at the LOCATIONS for the installation
              of EQUIPMENT in accordance with implementation schedule and the
              result of Design Review Meeting.

24.2.    TELKOM'S rights:

         a.   To get the system performance of the Sotfswitch System Class-4
              through repair or replacement as necessary until the expiry of the
              WARRANTY PERIOD, as detailed in Appendix 5.

         b.   To get the service quality at least to the minimum requirement
              through repair or replacement as necessary until the expiry of the
              WARRANTY PERIOD, as stated in this AGREEMENT.

CHAPTER 4
TERMS AND CONDITIONS OF FINANCE

ARTICLE 25
PAYMENT'S TERMS AND CONDITIONS

25.1.    The Terms and Condition of this WORKS based on this AGREEMENT will be
         made by TELKOM to CONTRACTOR as follows:

         The implementation of the Project is subject to an arrangement of Buy
         or Return Basis with the following conditions:

         TELKOM will make fully payment to CONTRACTOR with the following
         conditions:

         1)   Payment Buy or Return System will be made after the BAC issued by
              TELKOM indicating that the

                                             33

<PAGE>

              SYSTEM has successful and can properly technical and commercial
              operation.

         2)   Contractor has submitted completed and valid invoice in 3 (three)
              original copies to TELKOM accompined with following document:

              -   Original BAC;

              -   Original Insurance Polis;

              -   Original Warranty Bond;

              -   Tax invoice (SSP/Surat Setoran Pajak) and Tax Factur following
                  the applicable Indonesian regulation.

              -   Simple Receipt (Kwitansi)

25.2.    Period of Payment

         Each of payment shall be made within twenty one (21) calendar days
         after receipt of complete and correct documents by TELKOM.

         If TELKOM delay to make such payment, TELKOM will be imposed the
         liquidated damage of such delayed with the Government Bank's deposit
         interest rate per day of delayed invoicing's value and shall be paid
         together with the such payment under this Article.

25.3.    Address of invoicing.

         Any invoices and related documents under this AGREEMENT shall be
         submitted to the following addresses:

         To: TELKOM

         PT Telekomuniukasi Indonesia,Tbk
         Att. Senior Manager Shared Services
         DIVISI TELKOM LONG DISTANCE
         Jalan Japati No.1, 2nd Floor
         Bandung 40133

25.4.    Completeness and Correctness

         Documents shall be correct and complete, when fulfil the criteria as
         stated in the "Required Document Verification for Procurement of
         Softswitch System Class-4" according to Article 25.1. of this
         AGREEMENT.

                                       34
<PAGE>

25.5.    The payment shall be made by TELKOM to CONTRACTOR though direct
         transfer which to be addressed to:

          Bank            : FINCONESIA
          Address         : Sentral Senayan I, Lt 6
                            Jl. Asia Afrika No. 8
                            Jakarta 10270

         For USD Portion:

         Account No.     : CM 052 GRBU
         For IDR Portion :

         Account No.     : CM 052 GRBR

         Both in favour of Olex Cables Indonesia The transfer fee shall be
         responsibility of CONTRACTOR.

ARTICLE 26
PERFORMANCE AND WARRANTY BONDS

26.1     The Performance Bond and Warranty Bond shall be in form of Surety Bond
         / Quarantee Bank issued by Insurance Company / Bank according to
         applicable internal TELKOM policy and accepted by TELKOM amounting to 5
         % (five percent) of the total CONTRACT VALUE as stated in Article 19,
         which shall USD 202,525.50 (Two hundred two thousand five hundred
         twenty five US Dollar and fifty cents) Rp. 122.859.572,95 (One hundred
         twenty two million eight hundred fifty nine thousand five hundred
         seventy two Rupiah and ninty five cents).

         The Performance bond shall be valid from the Effective Date of Contract
         until the last BAC while the Warranty Bonds shall be valid from the
         last BAC up to the last FINAL BAG.

26.2     The Performance Bond shall be submitted by CONTRACTOR to TELKOM within
         14 (fourteen) days from signing of this AGREEMENT while the Warranty
         Bond shall be submitted on the last BAC. Both of the bonds submitted
         to:

                                         35

<PAGE>
         PT Telekomunikasi Indonesia, Tbk.
         Att. Senior Manager Shared Services
         DIVISI JSITELKOM LONG DISTANCE
         Jalan Japati No. 1,2nd Floor
         Bandung 40133

26.3     In case either the combined Performance and Bond expires before the
         WORKS is completed, CONTRACTOR shall extend the validity of the bonds
         at the latest within fourteen (14) calendar days before its expiration
         and submit it to:

         PT Telekomunikasi Indonesia, Tbk
         Att. Senior Manager Shared Services
         DIVISI TELKOM LONG DISTANCE
         Jalan Japati No. 1,2nd Floor
         Bandung 40133

26.4     The Performance Bond as stipulated in Article 26.1. shall be released
         to CONTRACTOR upon submission of the last BAC. The Warranty Bond as
         stipulated in Article 26.1 shall be released to CONTRACTOR upon
         submission of the FINAL BAC.

26.5     In the event CONTRACTOR fails to accomplish the WORKS or its parts in
         accordance with the terms and conditions of this AGREEMENT, due to
         gross negligence and/or willful misconduct of CONTRACTOR, then
         CONTRACTOR and TELKOM shall meet to review the situatation. If no
         mutual agreement reached, then TELKOM is entitled to forfeit the
         Performance/ Warranty Bond without any written consent from CONTRACTOR
         and become to property of TELKOM.

26.6.    The release of Peformance Bond as described in Article 26.6. above, no
         waive of CONTRACTOR's obligation as described in Articles 5.5. and 5.6
         of this Agreement.

                                            36

<PAGE>

CHAPTER 5
TERMS AND CONDITIONS OF CONSORTIUM ORGANIZATIONAL

ARTICLE 27
CONSORTIUM ORGANIZATION CRITERIA

27.1     The Consortium of which CONTRACTOR is a part shall have at least one
         (1) Indonesian member.

27.2     The Consortium leader shall be required to be the leading technology
         supplier for pembuat Softswitch System Class-4.

27.3     All substitutions, replacements or other changes to the composition of
         the membership of CONTRACTOR's Consortium must be submitted to and
         approved by TELKOM in writing.

ARTICLE 28
ASSIGNMENT AND SUB-CONTRACTING

28.1.    CONTRACTOR shall not, without the prior written consent of TELKOM,
         assign this 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 CONTRACTOR to an Investor provided
         the Investor gives CONTRACTOR satisfactory payment assurances in
         accordance to this AGREEMENT.

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

28.3.    A schedule of each proposed sub-contractor and the part of the Scope of
         Work proposed to be performed by such sub-contractor will be submitted
         on DRM session. In case of any plan to change

                                          37

<PAGE>

         and/or to add a sub-contractor, CONTRACTOR shall notify TELKOM in
         writing immediately before the proposed sub-contractor is appointed.
         TELKOM shall advise within seven (7) 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
         CONTRACTOR shall take such objections into account so as to meet with
         TELKOM's approval.

28.4.    The use of sub-contractors shall in no way relieve CONTRACTOR 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.

28.5.    CONTRACTOR 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.

ARTICLE 29
INVOLVEMENT OF LOCAL ENTITIES

29.1.    CONTRACTOR 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.

29.2.    The undertaking required by TELKOM shall state that CONTRACTOR 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 this AGREEMENT.

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ARTICLE 30
LOGISTICS

30.1.    CONTRACTOR 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, including of all charges, such as
         transport and transit, demurrage, storage, insurance, fees, levies,
         taxes, etc.

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

30.3.    CONTRACTOR shall provide all warehousing requirements if needed and
         explain the locations of the facilities to be used for this purpose.
         CONTRACTOR will also be required to arrange for warehousing and storage
         facilities at installation sites to ensure proper storage and
         protection of all equipment, components or other Project goods.
         CONTRACTOR shall ensure all equipment is adequately packaged and stored
         to avoid any damage. While in such warehousing, the equipment and
         material shall be the sole responsibility of CONTRACTOR.

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

ARTICLE 31
INVENTORY

31.1.    CONTRACTOR shall provide all services to ensure proper installation of
         equipment, components or other goods according to this AGREEMENT,
         provide optimal operating conditions

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         CONTRACTOR shall provide all tools and equipment necessary to install
         and commission any Project equipment procured under this AGREEMENT.

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

         a.   CONTRACTOR'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;

         b.   CONTRACTOR's contractor shall employ an adequate supervisory force
              and an adequate staff of experienced technicians and workmen to
              complete the Scope of Work in a satisfactory and workman like
              manner within the time as mentioned in this AGREEMENT.

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

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

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

         b.   CONTRACTOR 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;

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         c.   CONTRACTOR 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

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

ARTICLE 32
COMPLIANCE WITH ENVIRONMENTAL STANDARDS

32.1.    The Deliverables supplied by CONTRACTOR 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.

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

32.3.    CONTRACTOR shall provide TELKOM with the information early enough to
         give TELKOM reasonable time to pass it on to all Parties involved
         before Deliverables are received:

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

         b.   Such substances and/or preparations are located in the equipment
              and the components concerned shall 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

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              removed from the equipment safely and correctly;

         c.   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

         d.   To improve the information distribution /acquisition process at
              and by TELKOM to a reasonable extent without its costs.

32.4.    CONTRACTOR 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.

32.5.    CONTRACTOR 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.

32.6     CONTRACTOR shall warrant all of the information which provided to
         TELKOM is complete and correct to the best of its knowledge.

CHAPTER 6
OTHERS TERMS AND CONDITIONS

ARTICLE 33
DOCUMENTS

33.1.    Notwithstanding any other documents to be provided in other articles of
         this AGREEMENT, CONTRACTOR shall submit five (5) copies of documents
         relating to this AGREEMENT for each SYSTEM, consists of:

         (i)  As-Built Drawing (original, hard copy and soft copy), within two
              (2) month after BAC;

         (ii) Technical documentation of EQUIPMENT as detailed in the Scope of
              Works before the issuance of BAC;

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<PAGE>

33.2.    CONTRACTOR 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 submitted to
         TELKOM. Instruction handbooks to be supplied shall include the
         following:

         a.       Installation and system handbooks;

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

         c.       Repair handbooks including circuit diagrams;

33.3.    Documents retention. Upon the completion of the WORKS, any drawings and
         documents with respect to the SYSTEM owned by CONTRACTOR related to the
         WORKS shall be kept for the EQUIPMENT-design-lifetime of such SYSTEM.
         This is purportedly to enable CONTRACTOR to supply any parts which need
         replacement and/or expansion of such SYSTEM as agreed by the Parties
         during the EQUIPMENT-design-lifetime of the SYSTEM.

33.4.    Intelectual Property Rights documents. Any intellectual property rights
         with respect to any drawings, specifications and data issued by the
         respective Party hereto in regard of this AGREEMENT shall remain the
         possession of such relevant Parties.

33.5.    Clarification on documents. Any incompleteness, doubts with respect to

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         breakdown and/or elaboration contemplated in any documents, which
         constitute parts of this AGREEMENT, shall be presented to TELKOM for a
         clarification.

ARTICLE 34
COSTS FOR SUPERVISION AND HAND OVER

34.1.    TELKOM's responsibilities. TELKOM shall bear all costs incurred in
         connection with its representative in the implementation of
         supervision, ACCEPTANCE TEST and hand over of each SYSTEM as referred
         to this AGREEMENT, save to extent all matters concerning utilities and
         work space in CONTRACTOR's premises which shall become the
         responsibility of CONTRACTOR.

34.2.    CONTRACTOR's responsibilities. CONTRACTOR shall at its own costs,
         provide all equipment and own staff which are required for the
         implementation of test, supervision, and inspection in accordance with
         its requirements until the accomplishment of the BAC.

ARTICLE 35
LIQUIDATED DAMAGES

35.1.    Liquidated Damages Amount. For any delay in the completion of WORKS
         implementation, TELKOM shall be entitled to impose penalty to
         CONTRACTOR amounting to 1 0/00 (one per mil) of Contract Price
         excluding 10% VAT for every day delay up to a maximum of five per cent
         (5%) of the CONTRACT PRICE excluding 10% VAT.

35.2.    The sum or sums of money to be paid under Article 35.1 shall be paid as
         liquidated damages and payable by CONTRACTOR to TELKOM in respect of
         the loss or damages sustained by reason of such delay and any sum of
         money paid shall be TELKOM's sole remedy for the delay for which the
         sums are paid, without prejudice to

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         TELKOM's right of termination AGREEMENT under section 39 of this
         AGREEMENT.

35.3.    Time of payment for Liquidated Damage. Liquidated Damage as mentioned
         in Article 35.1, if any, shall be payable by CONTRACTOR to TELKOM no
         later than thirty (30) calendar days upon written notice of the
         imposition of such Liquidated Damages.

35.4.    Payment deduction. In the event CONTRACTOR shall fail to make payment
         on Liquidated Damages referred to above, then TELKOM shall be entitled
         to Liquidated Damages amounts so imposed by means of deducting
         forthwith from payment of AGREEMENT PRICE.

ARTICLE 36
INDEMNIFICATION

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

         a.       as a result of a failure by CONTRACTOR to perform its
                  obligations pursuant to this AGREEMENT or other specific
                  agreement related to this AGREEMENT;

         b.       in connection with the work carried out pursuant to its
                  obligations under this AGREEMENT, unless the occurrence of the
                  damage is not attributable to CONTRACTOR;

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

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         d.       in connection with an infringement of any Intellectual
                  Property Rights or industrial property right belonging to a
                  third party in relation to Article 41;

         e.       In connection with any Claims including any fines or other
                  penalties suffered by TELKOM as a result of the violation by
                  CONTRACTOR or any of its employees or agents of any laws or
                  regulations in Indonesia related to Article 47;

         f.       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
                  CONTRACTOR, its employees, agents or sub-contractors;

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

         Provided that TELKOM:

         1.       Gives CONTRACTOR prompt written notice of such Claim;

         2.       Permits CONTRACTOR to defend or settle the Claim;

         3.       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

         4.       Provides all reasonable assistance to CONTRACTOR in defending
                  or settling the Claim.

38.2.    "Claims" shall mean any demands, claims, actions, liabilities, losses,
         damages awarded by a court or arbitration tribunal against TELKOM,
         costs (including legal

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<PAGE>

         and other professional costs), penalties and expense incurred by TELKOM
         as a result of a breach by CONTRACTOR or any sub-contractor of any of
         its obligations, representations, undertakings or warranties under this
         AGREEMENT.

ARTICLE 37
REPRESENTATION AND WARRANTY

37.1.    CONTRACTOR warrants that the EQUIPMENT and SYSTEM to be delivered to
         TELKOM are new, shall not contain any refurbish parts, having no hidden
         defect and shall not be originated illegally. CONTRACTOR shall further
         undertake that all EQUIPMENT (both hardware and software) delivered to
         TELKOM under this AGREEMENT shall have EQUIPMENT design-life time of
         product at least ten (10) years as of the date of issuance of BAC, or
         from the time the EQUIPMENT has been used commercially by TELKOM,
         whichever occurs first.

37.2.    Detriment. In the event during WARRANTY PERIOD i.e. twelve (12) months
         as of BAC due to fault in design, negligence of workmanship or other
         similar causes, a detriment or damage to the EQUIPMENT occurs then
         CONTRACTOR shall start the activities to rectify or replace it with the
         replaced or rectified ones at CONTRACTOR'S costs, within fourteen (14)
         calendar days after a written notice has been received by CONTRACTOR
         from TELKOM.

37.3.    Release of obligation. CONTRACTOR shall be fully released from
         obligations to rectify or replace defective material during WARRANTY
         PERIOD, if such detriment or damage is caused by the operation of
         EQUIPMENT which does not follow the procedures determined in the
         operating manuals or any other reasons which CONTRACTOR can proves that
         such

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<PAGE>

         detriment or damage shall not constitute CONTRACTOR's fault.

37.4.    Transportation costs. All costs for transportation with respect to
         re-export and import, import duties and custom clearance in connection
         with or due to the rectification or replacement of the damaged
         EQUIPMENT during the WARRANTY PERIOD shall become the responsibility of
         CONTRACTOR subject to provisions of Article 17.

37.5.    Maintenance of EQUIPMENT after WARRANTY PERIOD. If, upon the expiry of
         WARRANTY PERIOD of 12 (twelve) months, TELKOM requires maintenance
         assistance for the EQUIPMENT from CONTRACTOR, then CONTRACTOR shall
         agree to carry out such maintenance including replacement of the same
         or comparable spare parts within the EQUIPMENT-design-life time of the
         EQUIPMENT as mentioned in Article 18 with costs thereof as mutually
         agreed.

37.6.    Failure by CONTRACTOR. If CONTRACTOR fails to accomplish the WORKS,
         which is due to CONTRACTOR's default, and after the elapse of the
         agreed implementation schedule, and after the full liquidated damages
         as stipulated in Article 36 is applied, CONTRACTOR shall be given a
         reasonable time, which shall be mutually agreed upon, to complete the
         WORKS. If CONTRACTOR still fails to complete the WORKS after such
         period, then Articles 5.4., 5.5. and 5.6. of this Agreement shall aplly
         to CONTRACTOR.

37.7.    Undertaking by CONTRACTOR. CONTRACTOR undertakes that all EQUIPMENT,
         supplied to TELKOM and the execution of the WORKS in accordance with
         this AGREEMENT and shall meet the state of the art technology, owned by
         CONTRACTOR or licence to him as agreed upon in the Scope of Work at the
         date of entering into this AGREEMENT.

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<PAGE>

ARTICLE 38
TRAINING, TRANSFER OF KNOW HOW AND DEVELOPMENT OF INTELLECTUAL PROPERTY

38.1     CONTRACTOR shall provide training to TELKOM employees and TELKOM shall
         provide qualified employees for training programs provided by
         CONTRACTOR under this Agreement.

38.2     Training shall be conducted both domestic and overseas according to
         implementation schedules as specified in Appendix 2 of this Agreement.

38.3.    The Syllabus of Training as specified in Appendices 10 of this
         AGREEMENT.

38.4.    The execution of Training by CONTRACTOR shall cooperate with TELKOM's
         Directorate of HRD and Business Support cq. TELKOM's Training Centre
         Unit.

ARTICLE 39
TERMINATION OF AGREEMENT

39.1.    CONTRACTOR's Default. CONTRACTOR shall be deemed to be in default if:

         a.       CONTRACTOR is not materially executing the WORKS in accordance
                  with this AGREEMENT or is neglecting to perform his
                  obligations thereunder so as to seriously affect the carrying
                  out of the WORKS and fails to remedy the deficiencies, or

         b.       CONTRACTOR becomes subject to bankruptcy, insolvency,
                  liquidation or winding-up proceedings in any jurisdiction, or
                  is otherwise insolvent or unable to pay its debts, or if a
                  receiver is appointed over or steps are taken to enforce any
                  security Interest against the whole or a part of its assets;
                  or

         c.       CONTRACTOR is in material breach

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<PAGE>

                  of its obligations as stipulated under this AGREEMENT; or

         d.       CONTRACTOR repudiates this AGREEMENT

         e.       If this Project is failed during acceptance test as described
                  in Article 5.4. of this Agreement that TELKOM will not pay
                  averything to CONTRACTOR.

         f.       If the Project is failure during acceptance test as described
                  in Article 5.4. then CONTRACTOR shall indemnify TELKOM as
                  specified in Article 5.6. of this Agreement.

39.2.    TELKOM shall then immediately dispatch default notice to CONTRACTOR.
         CONTRACTOR shall then take a reasonable action to remedy its default
         and send to TELKOM a redemption plan, which describes CONTRACTOR's
         recovery schedule.

39.3.    If within thirty (30) days after the date of notice, CONTRACTOR does
         not show its intention to remedy the default, TELKOM shall without
         prejudice to any other right CONTRACTOR may have, terminate this
         AGREEMENT by issuing a written termination notice thirty (30) days
         prior to the termination.

39.4.    Upon termination of this AGREEMENT notice by TELKOM, CONTRACTOR shall
         complete the SUB-SYSTEMS which already under construction, which will
         then be accepted and paid according to the AGREEMENT.

39.5.    TELKOM's Default. TELKOM shall be deemed to be in default if.

         a.       being in bankruptcy, insolvency, liquidation or winding-up

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<PAGE>

                  proceedings in any jurisdiction, or is otherwise insolvent or
                  unable to pay its debts, or if a receiver is appointed over or
                  steps are taken to enforce any security interest against the
                  whole or a part of its assets; or

         b.       fails to meet its contractual obligations, or

         c.       fails to make its payment obligation within twenty one (21)
                  calendar days after the first delay occurs;

39.6.    In the event TELKOM commits such default, CONTRACTOR shall, as soon as
         possible, give notice to TELKOM which specifies the default. TELKOM
         shall within thirty (30) days after the date of such notice diligently
         pursue to remedy such default.

39.7.    If within thirty (30) days after the date of notice, TELKOM does not
         show its intention to remedy the default, CONTRACTOR shall have the
         right to terminate the AGREEMENT.

39.8.    Upon termination of this AGREEMENT under Article 39.7 TELKOM will pay:

         a.       any EQUIPMENT already delivered and/or installed according to
                  Bill-of-Lading or similar/comparable documents; and

         b.       any Services according to As-Built Survey; and

         c.       any materials which are under progress of manufacturing,
                  transport or other means and which are included in the
                  Progress Report upon delivery to TELKOM's premises;

         d.       Any reasonable expenses for demobilization according to
                  Cost-Report provided by CONTRACTOR upon presentation of
                  Cost-Report.

         Documents under Article 39.8.a automatically accepted.

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         Documents under Article 39.8. b to d above shall be submitted to TELKOM
         by CONTRACTOR.

         TELKOM shall respond these documents within ten (10) working days as of
         receipt of such documents.

         If TELKOM does not respond within such 10 days, then the documents will
         be deemed as accepted.

         Settlement shall be reached within 60 days. After such 60 days, the
         matter shall be taken to BANI as mentioned in Article 48.

39.9.    Payment under Article 39.8 shall be effected no later than twenty-one
         (21) days after presentation of the documents. Letter of Termination of
         the AGREEMENT together with the above mentioned documents will replace
         all other documents required for receiving payment.

ARTICLE 40
LIABILITY

40.1.    CONTRACTOR's liability. CONTRACTOR shall, at its own costs, take all
         reasonable precautions to prevent any loss or damage to person and
         property of TELKOM. CONTRACTOR shall be fully liable for losses and
         claims, which arise in connection with wilful misconduct or gross
         negligence of CONTRACTOR or its personnels, labors or servants.

40.2.    Damage to the equipment. In the event any damage to the equipments
         belonging to TELKOM during the execution of the WORKS, due to willful
         misconduct or gross negligence of CONTRACTOR or its personnel or its
         labors or its subordinates, then a protocol shall be made in writing
         and to be signed by CONTRACTOR's officer and the supervisor from TELKOM
         which are appointed to supervise the WORKS. All damages or direct
         losses or consequential losses referred to in this Article shall be

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         the fully responsibility of CONTRACTOR.

40.3.    loss or damage caused by the gross negligence or willful act, fault or
         omission of CONTRACTOR, its employees, agents or sub-contractors,
         including any damage or interruption to TELKOM's existing Network
         during the migration to the new network to be provided by CONTRACTOR;
         or

40.4.    Unless otherwise provided for by mandatory applicable law, the rights
         and remedies as mentioned in this AGREEMENT are exclusive, and the
         parties accept these remedies in lieu of any and all other rights and
         remedies available at law or otherwise, in contract or in tort, for any
         and all claims of any nature arising out of or in connection with this
         AGREEMENT or any other agreement regarding its performance.

ARTICLE 41
INTELLECTUAL PROPERTY RIGHTS

41.1.    Intellectual Property Rights. The AGREEMENT PRICE as mentioned in this
         AGREEMENT already covers the amount to be paid for the right to use for
         the EQUIPMENT. CONTRACTOR will use its best endeavors to undertake that
         the use of all EQUIPMENT and apparatus thereof by TELKOM will not
         infringe any intellectual property rights (IPR) of any third party. The
         term "IPR" shall include patent, mark, industrial design, copyrights
         and neighboring rights. TELKOM shall inform CONTRACTOR promptly of any
         third party's claim regarding IPR.

41.2.    Third Party claim. In the event any legal claims or any other legal
         actions against TELKOM in connection with the use of such patent and/or
         third party intelectual property rights, as mentioned in Article

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         41.1 CONTRACTOR shall indemnify and hold TELKOM harmless for any legal
         claims, whether in courts or any other forum, and CONTRACTOR shall
         settle such legal claims at his own costs.

41.3.    In the event of any allegation of infringement of any third party's IPR
         which is subject to indemnification as mentioned in Article 41.2.
         CONTRACTOR shall use its commercially reasonable efforts at its option,
         (i) to obtain a licence from the third party; (ii) to defend against
         such allegation through final judgement and all timely fields appeal;
         (iii) to redesign the allegedly infringing products in order to avoid
         infringement.

41.4.    The above Art. 41.3 states the sole and entire obligation of CONTRACTOR
         with respect to any claim regarding the IPR of any third party.

41.5.    CONTRACTOR will have no obligation with respect to any claim or action
         pursuant to this article unless: (i) CONTRACTOR is promptly notified in
         writing of such third party claim by TELKOM, within maximum ten (10)
         calendar days after TELKOM receive written notification/ claim from
         such third party; and (ii) TELKOM allows CONTRACTOR sole control of the
         defence and settlement of such third party claims and (iii) TELKOM
         provides CONTRACTOR with reasonable assistance, at CONTRACTOR's
         expense, in connection with the settlement and defence of such third
         party's claims. Notwithstanding the above, TELKOM shall have the right,
         to employ counsel to participate in any such defense at TELKOM's
         expense.

41.6.    CONTRACTOR shall have no liability for any claim of the nature referred
         to in this Article based upon: (i) use of the

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         products in a manner other than for which it was intended; (ii)
         unauthorised modification or changes made to the products; (iii)
         operation of the products in combination with products not supplied by
         CONTRACTOR; or (iv) CONTRACTOR's compliance with TELKOM's designated
         designs, material usage or specifications furnished by TELKOM, in which
         case TELKOM shall defend, indemnify and hold CONTRACTOR harmless
         against any claim of infringement of any such IPR.

ARTICLE 42
RIGHT OF USE FOR SOFTWARE

42.1.    CONTRACTOR hereby grants to TELKOM subject to the terms and conditions
         of this AGREEMENT a nonexclusive, non-transferable license to use the
         Licensed Software on the Hardware and the Software Documentation for
         the TELKOM's internal purposes.

         Without limiting the foregoing, the license does in particular not
         include the light to modify, copy (other than as mentioned per
         paragraph 2 below), port, translate or sublicense the Licensed Software
         and the Software Documentation.

42.2.    TELKOM shall be entitled to produce one (1) back-up copy of each item
         of the Licensed Software, whereby the use of such back-up copy shall be
         limited to replace the original Licensed Software if the original
         Licensed Software is inoperable. TELKOM shall keep records about the
         storage of such back-up copies and present such the records to
         CONTRACTOR on demand.

42.3.    Certain programs of the Licensed Software and/or the Software
         Documentation may be proprietary to third party licensors of CONTRACTOR

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         who may be direct and intended third party beneficiaries of certain
         terms and conditions herein relating to the protection of such third
         party proprietary Software. TELKOM agrees those third party
         beneficiaries may enforce these terms and conditions directly against
         TELKOM.

42.4.    The Licensed Software may contain freeware or shareware obtained by
         CONTRACTOR from a third party source. No license fee has been paid by
         CONTRACTOR for the inclusion of any such freeware or shareware, and no
         license fee is charged to TELKOM for its use. TELKOM acknowledges and
         agrees that CONTRACTOR provides no warranties and shall have no
         liability whatsoever in respect of TELKOM's possession and/or use of
         the freeware or shareware.

ARTICLE 43
SPECIFIC CONDITIONS

43.1.    Confidentiality on INFORMATION. The Parties agree to perform their best
         efforts in keeping confidentiality on INFORMATION with respect to this
         AGREEMENT and The Parties shall ensure its directors, employees,
         agents, or servants shall not disclose information, data, documentation
         and knowledge to third parties without written approval from the other
         party, nor shall produce information, data, documentation and knowledge
         in the form of paper, cassettes, diskettes, discs or any other forms,
         save to extent that such action is performed as a report to the
         relevant Governmental agencies as required by the laws.

43.2.    Exceptions of INFORMATION. The provision as mentioned in Article 43.1
         above shall not apply in the event such INFORMATION has become public

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         domain or upon the expiry of 10-year period as of the signature of this
         AGREEMENT.

ARTICLE 44
WORKS VARIATION

44.1.    Changes to the scope of Works. The Scope of Work shall be adjusted and
         executed (i) under an Amendment to this AGREEMENT after the detailed
         survey, design and engineering is completed and approved by TELKOM, and
         (ii) after the final As-Built Bill of Quantity is completed and
         approved by TELKOM.

44.2.    Upon mutual agreement between the Parties, TELKOM may alter the Scope
         of Works, Drawing, specification design, place or time of delivery,
         addition or reduction of WORKS. Changes of WORKS, can be conducted
         prior to or at the commencement of the WORKS under an implementation
         schedule, feasibility and possible Agreement Price variation as
         mutually agreed upon by Parties.

44.3.    Cost addition/reduction. If such alteration shall cause cost addition
         or reduction and/or changes of completion period of WORKS, then an
         adjustment shall be made to the AGREEMENT Price and/or completion
         period of WORKS based upon mutual agreement of the Parties;

44.4.    Agreement variation. Any variations to the content of this AGREEMENT,
         whether with respect to Scope of Works, Agreement Price, Period or any
         other parts of this AGREEMENT shall bind TELKOM and CONTRACTOR if it
         expressly made in writing and agreed by TELKOM and CONTRACTOR by
         providing and signing an amendment to this AGREEMENT.

44.5.    Unit Price. The agreed unit prices for variations to the Scope of Work
         being performed under this AGREEMENT shall be the same as the unit
         prices detailed in this AGREEMENT until FINAL BAC.

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         This does not include free of charge items as applicable or if no unit
         price is given.

ARTICLE 45
NATIONAL REGULATIONS

CONTRACTOR shall obey all prevailing regulations and governmental policies in
Indonesia whether those have been expressly provided in the provisions of laws
or not.

ARTICLE 46
FORCE MAJEURE

46.1.    Definition of Force Majeure. Force Majeure shall mean events or
         circumstances which occur beyond reasonable control of the Parties
         hereto which cause the stoppage or prevention of the implementation of
         AGREEMENT such as earthquake, flood, landslides, typhoon, fires,
         explosion, sabotage, riots, disturbances, military actions, strikes,
         changes in law, orders or regulations of public authorities.

46.2.    Notices. Any event which categorized as Force Majeure shall be informed
         to the other Party within fourteen (14) calendar days at the latest
         upon such occurrence. If such period is exceeded, the other Party is
         entitled to refuse such Force Majeure as the reasons of the delay or
         the failure to perform such party's obligation.

46.3.    Delays due to Force Majeure. If, due to Force Majeure, the
         implementation of manufacturing, delivery, construction, installation,
         training, ACCEPTANCE TEST or any other program shall be temporarily
         prevented, then the period of program implementation so prevented shall
         be revised by extending the implementation period of the affected
         activity/program. If this shall affect the completion period as
         mentioned in this AGREEMENT, then Parties shall agree to extend the
         completion period of the WORKS with the number of days at least

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         equal to the prevention of the program implementation mentioned above
         plus a reasonable time necessary to re-mobilise and to cover the impact
         of the Force Majeure (e.g. bad weather).

46.4.    Changes to AGREEMENT PRICE. The extension period of program
         implementation or completion period of the WORKS in connection with the
         Force Majeure event as mentioned in Article 46.1 shall not cause the
         increase of AGREEMENT PRICE.

46.5.    Liability in the event of Force Majeure. All damages in connection with
         the occurrence of Force Majeure shall become the responsibility of the
         respective Party hereto.

46.6.    if the WORKS are suspended, due to the occurrence of Force Majeure, for
         more than six (6) months in the aggregate, by giving 30 day prior
         notice, either Party shall have the right to terminate this AGREEMENT
         and TELKOM shall pay CONTRACTOR for all WORKS carried out until the
         occurrence of Force Majeure, excluding any EQUIPMENT which is still
         originally packed and located at TELKOM's LOCATIONS.

46.7.    For the avoidance of doubt, in the event of termination due to Force
         Majeure, TELKOM shall pay for the followings against supporting
         documents:

         (i) EQUIPMENT already on site;

         (ii) Services already performed;

46.8.    Such termination shall not omit the rights and obligations of the
         Parties which have occurred before such Force Majeure event.

ARTICLE 47
APPLICABLE LAW

This AGREEMENT construed and under perception of law of the Republik of
Indonesia.

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ARTICLE 48
SETTLEMENT OF DISPUTES

48.1.    Amicable settlement. Any discrepancies or disputes arising between
         TELKOM and CONTRACTOR with respect to the execution of this AGREEMENT
         or all matters in connection with the implementation of this AGREEMENT
         or all related mailers thereof shall be settled amicably between
         Parties based upon good faith.

48.2.    BANI. In the event that such disputes cannot be settled amicably within
         sixty (60) days, then the dispute shall be submitted to the Indonesian
         National Board of Arbitration (or "BANI") in Jakarta in accordance with
         rules and procedures of BANI. The governing law shall be the Indonesian
         law, while the proceeding language shall be in Bahasa Indonesia.

48.3.    Nature of BANI decision. The Parlies hereto agree decision of BANI
         shall be final and binding upon them and therefore no other legal
         appeal may be permitted to any court of competence. Upon decision of
         BANI aforesaid, all terms and conditions of this AGREEMENT shall remain
         valid and the respective Parties' obligations shall be completed until
         such dispute is declared to be settled.

ARTICLE 49
CORRESPONDENCES

All correspondences in connection with the implementation of this AGREEMENT
shall be made in Indonesian or English and addressed to:

FOR TELKOM:

1. Head of Long Distance Division
   PT.TELEKOMUNIKASI INDONESIA, Tbk.
   TELKOM Building 2nd Floor
   Jl. Japati No.1
   Bandung 40133 - INDONESIA
   Phone 022-4522317
   Fax   022-4522321

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2. Head of TELKOM Construction Centre
   PT.TELEKOMUNIKASI INDONESIA, Tbk.
   TELKOM Building 2nd Floor
   Jl.Japati No.1
   Bandung 40133 - INDONESIA
   Phone 022-4526417
   Fax   022-7206530

FOR CONTRACTOR:

   Project Manager - Softswitch
   Consortium Santera-Olex
   Wisma Bisnis Indonesia Lt.15
   Jl. S Parman Kav.12,Jakarta 11480
   Phone 021 535 7443
   Fax   021 535 7243
   Att. Mr. Rudy Widjanarso

ARTICLE 50
MISCELLANEOUS

50.1.    Headings. All headings of the articles set forth in this AGREEMENT
         shall only be for convenience and therefore it shall not alter, add or
         affect certain meaning in the interpretation of this AGREEMENT.

50.2.    Languages. This AGREEMENT is provided in two (2) languages being
         Indonesian and English languages each of which shall have the same
         meaning, provided that in the event of discrepancy between them, then
         Indonesian language version shall prevail.

50.3.    CONTRACTOR shall make by its own costs twenty five (25) copies of this
         AGREEMENT to be delivered to TELKOM for the control of implementation
         of the AGREEMENT and other related activities.

50.4.    In the event any of the articles of this AGREEMENT is unenforceable,
         then such article shall be deleted and shall be deemed to be of no
         force or effect. The Parties shall, to the extent possible, negotiate
         in good faith to agree upon an enforceable provision having a
         materially similar effect, and this AGREEMENT shall be amended
         accordingly.

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50.5.    In the implementation of this Agreement the parties shall consider
         business ethics as a public ethics to success and result of deployment
         quality. Violation of such business ethics as attached in Appendix 15
         of this Agreement cause of be canceled or be terminated this Agreement
         without any claim by CONTRACTOR to TELKOM.

ARTICLE 51
EFFECTIVE DATE OF CONTRACT (EDC)

This AGREEMENT shall be effective from the date signing of this AGREEMENT by
duly authorized Representatives of the Parties.

IN WITHNESS WHEREOF, this AGREEMENT is made in two (2) original and executed in
Jakarta by duly representatives of the Parties hereto in view of prevailing
laws, bearing sufficient stamp duties, each of which shall be binding and having
the same legal power.

                           Signed by:

                           For and on behalf of:

         TELKOM                                           CONTRACTOR
                                               PT.OLEX CABLES INDONESIA (LEADER)

                                               [STAMPED]

/s/ AGUS UTOYO                                 /s/FADJAR TJOANDA
--------------                                 -----------------
     AGUS UTOYO                                         FADJAR TJOANDA
   Director of HRD                                    President Director
And Business Support


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