Engineering Services Agreement Page 1 of 17

AGREEMENT
BETWEEN
PT. x
AND
PT y
ON
ENGINEERING SERVICES
FOR
PATUHA PROJECT

CONTRACT AGREEMENT NO. _________________)

This agreement (“Agreement”) is made and entered into this day ________________
(dd - nn - 2010), by and between:

PT. x, a limited liability company duly established and organized under the law of
Republic Indonesia, having its registered office at ________________________,
Indonesia (“First Party”); and

PT y, a limited liability company duly established and organized under the law of
Republic of Indonesia, having its registered office at Chase Plaza, 14th Floor, Jl. Jend.
Sudirman Kav.21, Jakarta 12920 (“Second Party”). Century Drilling and Energy
Services (NZ) Ltd is a affiliated company to PT CENTURY DINAMIK DRILLING and
will used by PT CENTURY DINAMIK DRILLING to provide the services in this
agreement.

Each of First Party and Second Party may hereinafter be individually referred to as a
“Party” and collectively as “Parties”.

INTRODUCTION

WHEREAS, First Party has been awarded a contract from (CLIENT) to perform the
design, engineering, procurement for [*] and other works, for a geothermal power station
on the Patuha Geothermal field (“PROJECT”) West Java, Indonesia

WHEREAS, the First Party desires to engage a reputable engineering company having
adequate capability, expertise and experience to provide engineering services in the
geothermal industry, specifically with regard to the SAGS works;
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WHEREAS, the Second Party represents that it is qualified, capable and experienced to
provide the foregoing engineering services desired by the First Party and is willing and
able to provide such engineering services for the benefit of the First Party;

WHEREAS, the First Party and the Second Party are agree to enter into the engineering
services agreement in accordance with the terms and conditions as provided hereunder;

THEREFORE, First Party and Second Party have mutually agreed as follows:

ARTICLE 1. CONTRACTUAL DOCUMENT

1. This Agreement, including its Attachments and the First Party’s requisition shall
constitute the entire agreement between the Parties in relation with subject of this
Agreement.

2. This Agreement shall supersede all prior negotiations, representations or contract,

whether written or oral, between the Parties prior to the execution of this Agreement,
unless if by the written statement, the Parties state that such representations or contract is
deemed as an integral part of this Agreement.

3. In the event of any inconsistency, conflict, or ambiguity among the contract

documents (i.e. Agreement, its Attachment and the First Party’s requisitions) unless
clarified otherwise in a clarification meeting as evidenced by Minutes of Meeting
signed by the Parties (or their authorized representatives), the provisions of this
Agreement shall prevail.

4. This Agreement shall not be amended or modified in any way other than by an
agreement in writing executed by the duly authorized representatives of all the Parties.

5. Headings are for convenience only and shall not affect the construction of this
Agreement.

ARTICLE 2. THE RESPONSIBILITY OF THE SECOND PARTY

1. Scope of Services, Scope of Work, and Qualification.

a. Scope of Services.
The Second Party shall provide to the First Party and the First Party agrees to utilize
the services from the Second Party for reviewing, supporting and giving solution in
relation to the SAGS works for the PROJECT, including without limitation to the
scope of services in the Attachment – 1 of this Agreement (“Services”).
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b. Engineer.
In relation to the Services to be provided by the Second Party to the First Party,
Second Party shall dispatch to the Frist Party’s office or the project site or make
available to work from New Zealand as required a qualified and experienced
engineer(s), as detailed in the Attachment – 2 of this Agreement, (“Engineer”) to
the First Party, which shall be responsible to perform the Services for the benefit
and the best interest of the First Party.

c. Qualification
The Engineer shall be properly licensed, and shall have the knowledge, experience,
expertise, and other qualification as determined by the First Party, to perform the
Services under this Agreement (“Qualification”).

Prior to assignment, the Second Party shall submit for the First Party's approval a
statement of the Engineer’s qualification and curriculum vitae.

If the First Party, acting reasonably, is of the view that the proposed Engineer does
not possess the required qualifications, the First Party shall notify the Second Party
of its rejection within three (3) days following receipt of the Engineer’s statement
and curriculum vitae. In such case the Second Party shall promptly without any
additional costs to the First Party replace such Engineer if a replacement is
available..

2. Execution of the Services

a. Manner of Execution of the Services.

The Engineer shall perform the Services with due care and diligence, best
workmanship, expeditiously manner, and perform and complete the Services in
accordance with the provisions of the Agreement.

The Engineer shall: i) maintain workable and harmonious relation; and ii) be able
and willing to co-operate, with other personnel, employees, officers of the First
Party, and shall comply with First Party's instructions at all reasonable times.

b. Venue.
The Second Party shall perform the Services at Indonesia or from the Engineer’s
New Zealand office if appropriate.

3. Other Responsibilities.
Regarding the Qualifications of Engineer as provided in Article 1 point 1.c. of this
Agreement, the Second Party warrant the result and quality of the Services performed by
the Engineer shall be in conformity with the longing of the First Party.

Second Party shall be responsible to obtain and possess all such permits, licenses,
certificates and, documents, including without limitation, license, work permits for
the Engineer, as may be required by all applicable laws, regulations, rules and orders
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of all governmental and other authorities having jurisdiction with regard to the
performance of the Services.

ARTICLE 3. THE RESPONSIBILITY OF THE FIRST PARTY

The First Party shall be responsible for the foregoing under this Agreement:

1. to make payment to the Second Party for the Services to be provided by the
Second Party to the First Party under this Agreement;

2. to provide any data, design, information and other documents required by the
Second Party in relation to the PROJECT and the Services;

3. when the services are being provided in Indonesia, the First Party shall make
available to the Engineer, free of charge, a sufficient working space equipped with
desk/chair, internet connection, phone, transport around the project site etc as
required for the performance of the Services;

4. the First Party shall assist the Second Party in procuring all permits and licenses
required or necessary to allow the New Zealand-based Engineer to provide the
services in Indonesia.

ARTICLE 4. REMUNERATION AND TAXES

1. Remuneration.
a. For the complete Services provided by the Second Party to the First Party, the
Second Party is entitled to receive a remuneration (“Remuneration”) as the
following :

Position/ Price (in USD) Price (in USD)

No
Specialization In Indonesia In Home Office (NZ)
1 Project leader 1,400.00/working day 900.00/working day
2 Process Engineer 1,100.00/working day 800.00/working day
700.00/working day
3 Piping Engineer 1,000.00/working day
85/ hour
Construction
4 1,200.00/working day 900.00/working day
Engineer
Commissioning
5 1,200.00/working day 900.00/working day
Engineer
6 CAD drafting N/A 65/ hour
7 Autopipe Software 30/hour 30/hour
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8 NozzlePro Software N/A 30/hour

The above Remuneration shall be based on man-days worked and fixed and not
subject to any escalation or adjustment whatever, and shall include but not
limited to, to the following cost and expenses:
(a) All related taxes, except Indonesian Value Added Tax (VAT);
(b) Indirect costs incurred in New Zealand and the Second Party’s Jakarta office
such as office coordination, communication (telephone, facsimile, etc) and
equipment charge and the like;
(c) the Second Party overheads and profits;
(d) the salary for the Engineer, services, social security benefits as required to be
given to the Engineer under the enforcing law, duties and fees imposed by
any authority in any jurisdiction, medicals services, insurance.

The above rate shall also be applied in the event the Engineer is requested to
perform the Services on Saturday, Sunday, the First Party company’s holidays,
and the public/religious holidays in Indonesia.

The following costs incurred by the Second Party shall be paid by the First Party
at actual costs plus 12%

(a) Mobilization/Demobilization costs, airfares to and from New Zealand

accommodation and meals in Indonesia and in transit, Insurance (s),
permit /license, and transportation in Indonesia.

(b) all costs and expenses for obtaining permits, licenses, etc for New
Zealand-based Engineers to provide the service in Indonidea.

The First Party may choose to arrange and provide the above accommodations to
the Second Party at no costs to the Second Party.

2. Taxes, Assessments, and Charges.

Except for the Indonesian Value Added Tax (VAT), which shall be the responsibility
of and paid by the First Party, the the Second Party shall bear and pay any taxes,
assessments, duties, fees and charges which are of the nature of income taxes
imposed by the relevant tax authority, inside and/or outside Indonesia, in relation with
the remuneration received by the Second Party for the performance of the Services
under this Agreement .

ARTICLE 5. INVOICE AND PAYMENT

1. Invoice and Payment for Remuneration

a. Time sheets.
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At the end of each month, the Second Party shall submit to the First Party for its
approval the Engineer time sheet, which has been filled by the Engineer base on
the actual working hour spent by the Engineer to perform the Services assigned to
them under this Agreement.

Upon receipt of such time sheet by the First Party, the First Party shall review the
time sheet. If the First Party has any objections to the time sheet, it shall notify the
Second Party within (3) days and the notice shall include details and reasons for
such objections. Any time sheets, including any part thereof, that are not objected
by the First Party within such period of time shall be deemed to have been
accepted and approved by the First Party. The Parties shall meet and discuss the
First Party’s objections with the objective to seek amicable resolutions. If the
Parties fail to resolve the First Party’s objections amicably, the dispute shall be
resolved in accordance with Article 14.

b. Invoice.
The Second Party shall prepare and submit to the First Party an invoice for
monthly payment of Remuneration for the Services provided by the Second Party
to the First Party under this Agreement compiled with the proper supporting
documents as requested by the First Party, which shall include but not limited to
time sheets which had been filled by the Engineer and approved by the authorized
representation of the First Party as provided in Article 5 point 1.a. above.

c. Payment.
First Party shall pay the Remuneration to the Second Party for the Services
provided by the Second Party under this Agreement. Such payment of
Remuneration shall be made by means of telegraphic transfer (t/t) against invoice
submitted by the Second Party within 30 (thirty) days after receipt by the First
Party of the invoice and proper supporting documents prescribed hereunder to the
bank account designated by the Second Party and acceptable to the First Party.

In the event the invoice submitted by the Second Party is not in accordance with
the requirement of Article 5 point 1.a. and point 1.b. above, then the payment of
Remuneration by the First Party shall only be made within 30 (thirty) days after
receipt by the First Party the corrected and revised invoice.

2. Supporting Document
The supporting documents to be submitted by the Second Party simultaneously with
the invoice, which shall be consisting of :
(a) Time Sheet counter-signed by the First Party’s authorized officer, and
(b) Tax receipt.

3. Banking Charges.
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Any banking charges arising from the payment made by the First Party to the Second
and/or the Engineer Party under this Agreement shall be borne by the each respective
Party.

ARTICLE 6. INSURANCE

1. Insurance and Social Security Benefits.

a. The Second Party shall provide and maintain any insurance for the Engineer,
including but not limited to life or health insurance, etc, to the full extent required
by all laws (including, without limitation, maritime and international law)
applicable wherever the Services is to be performed and wherever the contracts of
employment are made or expressed to be made.

b. The Second Party, on its own costs and expenses, shall contract for the provision
of the social security benefits for the Engineer, as may from time to time be
required by any authorities in the jurisdictions where its obligations pursuant to
this Agreement are performed.

2. Other Insurance.
a. In the event it is found necessary to maintain other insurance, which is related to
the performance of the Services by the Second Party and/or Services by the
Engineer, then such insurance shall be provided and maintained based on the
mutual agreement of the both Parties.

b. For the benefits of the Second Party and/or the Engineer, the Second Party shall
entitle to provide and maintain any other insurance, as deemed necessary, on its
own costs and expenses.

ARTICLE 7. PERIOD OF SERVICES

1. The Services provided by the Second Party to the First Party shall be effective
starting from the execution of this Agreement up to duration of twenty-one (21)
months from such execution date.

2. The duration of this Agreement may be extended upon mutual consents in writing
by the Parties.

ARTICLE 8. FORCE MAJEURE

1. Should any circumstances, not within the control of the affected Party and which,
despite the exercise of reasonable diligence, such Party is unable to prevent, avoid or
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remove (“Force Majeure”), occur which prevents or delays the performance of any
obligation of such Party under this Agreement on the date(s) mutually agreed by the
Parties, the affected Party by such Force Majeure shall be exempted for any delays or
prevention in performance of its obligation herein and shall not be liable for any loss
and damages.

2. Force Majeure shall include the following circumstances:

(a) Fires, floods, earthquakes, lightning, hail, explosions or other natural
calamities;
(b) Acts of war of the public enemy whether war be declared or not;
(c) Public disorders, insurrection, rebellion, sabotage, revolution, riots,
epidemic; and
(d) Embargo, change in the law, or blockade;

3. If either Party is prevented or delayed from the performance of any obligations under
this Agreement by Force Majeure, the affected Party shall give immediate written
notice by letter thereof to the other Party within 14 (fourteen) calendar days of the
happening of such event, specifying the details constituting Force Majeure and
necessary evidence that a contractual obligation in thereby prevented or delayed from
being performed and the anticipated period estimated during which such prevention,
interruption or delay may continue.

4. Upon receipt written notice from the affected Party, within 14 (fourteen) days the
other Party shall approve or disapprove such notice of Force Majeure. If the Party
disapproves the circumstances of Force Majeure given by the affected Party, such
Party shall give reasonable reason for its disapproval.

ARTICLE 9. TERMINATION

1. Except as otherwise renewed or extended or terminated in accordance with the

provisions of this Agreement, this Agreement shall expire at the expiry of the contract
period provided in Article 7.

2. The First Party may terminate this Agreement by providing the Second Party with
thirty (30) days prior written notice for the following reasons :
a. The CLIENT terminates the contract for the works with the First Party;
b. The Second Party defaults from its obligations under this Agreement and such
default is not remedied within thirty (30) days.

3. The Second Party may by written notice to the First Party terminate this Agreement if
the First Party defaults from its obligations under this Agreement and such default is
not remedied within thirty (30) days.
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4. The Second Party may by written notice to the First Party terminate this Agreement if
by reason outside it’s control the Engineer (s) or a suitable replacement are no longer
available to provide the service.

5. Notwithstanding any termination of this Agreement under this Article 9, the Second
Party shall be entitled to receive Remuneration due for part of Services, which have
been performed by the Second Party and accepted by the First Party.
Engineering Services Agreement Page 10 of 17

Suspension of Work

1. The First Party may at any time instruct the Second Party to suspend
performance of all or part of its obligations under the Contract. Upon
receiving the First Party notice requiring performance to be so suspended,
the effective date of suspension and the reason thereof, the Second Party
shall suspend the performance of such obligation. The Second Party shall
continue in its performance of any portion of the Services that is not the
subject of the First Party suspension notice.

2. Consequence of Suspension

If the Second Party suffers delay and/or incurs costs from the
suspension and resumption of the Work, the Second Party shall be
entitled to claim to the First Party an extension of time for completion
and/or such costs incurred by the Second Party upon the First Party
accept the approval from CLIENT for such extension of time and cost
reimbursement, except where the suspension was ordered due to any
default of the Second Party under the Contract.

If the suspension has continued for more than one hundred and
eighty (180) Days, then the Parties shall mutually discussed such
suspension condition.

ARTICLE 10. SECRECY

1. General.
Second Party and the Engineer shall preserve the secrecy of any confidential
information, data, information and documents furnished directly or un-directly by the
First Party in relation with the Services and/or the PROJECT, and shall not disclose
such confidential information, data, information and documents to any third party in
whatsoever ways.

Second Party shall, where deemed necessary by First Party enter into
non-disclosure/secrecy agreements with the Engineer.

2. Confidential Information.
The Second Party and the Engineer shall not use or cause to be used any confidential
information for any purpose other than the performance of the Services under this
Agreement, and as such Second Party and the Engineer shall not:
(a) reproduce, copy or use any confidential information; or

(b) disclose to, place at the disposal of, or use on behalf of any third party, or enable
any third party to peruse, copy or use any confidential information unless with
prior written consent of the First Party.
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The undertaking above shall continue insofar and for so long as the confidential
information in question has not:

(a) become part of public knowledge or literature through no fault of the Second
Party and the Engineer; or

(b) been disclosed to the Second Party and the Employee by a third party (other than
one disclosing on behalf of First Party) who could lawfully do so and did not
derive such confidential information from First Party and is under no secrecy
obligation with respect thereto.

The undertakings above shall not prevent the Second Party and the Engineer from
using confidential information which at the time of disclosure under the Agreement
was already in the possession of the Second Party and the Engineer under a binder of
secrecy or disclosed under a secrecy obligation to the Second Party and the Engineer
by a third party within the limitations of such obligation.

The copyright in any confidential records disclosed to the Second Party and the
Engineer by the First Party shall, in the absence of any express provision thereon, be
vested in the First Party.

3. Other Information, Data, and Documents.

The Second Party and the Engineer undertakes and agrees to take precautions to
safeguard all documents, records, data, information, notes and instructions that the
First Party may supply to the Second Party and the Engineer in relation to Services
under this Agreement and the PROJECT. The Second Party and the Engineer with the
written approval of the First Party may make copies of such documents, records, data,
notes and instructions only to the extent that they are necessary for effectively
carrying out the Services. On completion of the Services, or the termination of the
Agreement as provided in Article 9 hereinabove, the Second Party and the Engineer
shall return all such documents and copies thereof to the First Party.

Copyright of information and designs provided to the First Party by the Second Party
shall remain with the Second Party. The Second Party grants the First Party and the
Client rights to copy and use such information and designs for the Project and only
the Project.

4. Survival of Obligation
The provision of this Article 10 shall survive any termination of this Agreement.

ARTICLE 11. EFFECTIVE DATE AND VALIDITY

This Agreement shall become effective and in full force upon execution by both Parties
up the end of the contract period as provided in Article 7 hereinabove or the termination
of this Agreement as provided in Article 9 hereinabove, whichever the earlier.
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ARTICLE 12. NOTICE

The addresses of the Parties hereto are as follows :

First Party :

Attention:
Project Manager
Fax :

Second Party :

Attention :
Fax :(

Notices and written statements required hereunder shall be deemed effective when
received by registered mail, courier or fax to the above address.

ARTICLE 13. GOVERNING LAW

This Agreement shall be governed and construed with the substantive laws of Indonesia.

ARTICLE 14. ARBITRATION

1. All disputes arising out of or in connection with this Agreement or its

performance, including the validity, Services, meaning, construction, interpretation or
application hereof, shall to the extent possible be settled amicably by negotiation and
discussion by the Parties.

2. Any such dispute not settled by amicable agreement shall be finally settled by
arbitration under the Rules of Procedure of the Indonesian National Board of
Arbitration, Badan Arbitrasi Nasional Indonesia ("BANI"). Such arbitration shall be
conducted in Jakarta, Indonesia.

3. The award rendered in any arbitration commenced hereunder shall be final and
conclusive and judgment thereon may be entered in any court having jurisdiction for
its enforcement. Each Party agrees that in accordance with section 641 of the
Indonesian Code of Civil Procedure no party to this Agreement shall appeal to any
court from the decision of the arbitral panel. In addition, each Party agrees that no
party shall have any right to commence or maintain any suit or legal proceeding
Engineering Services Agreement Page 13 of 17

concerning a dispute hereunder until the dispute has been determined in accordance
with the arbitration procedure provided for herein and then only for enforcement of
the award rendered in such arbitration.

4. Pending settlement of any dispute, the Parties shall abide by their obligations
under this Agreement without prejudice to a final adjustment in accordance with an
award rendered in an arbitration settling such dispute.

ARTICLE 15. COMPLIANCE WITH LAWS, CUSTOMS AND

PRACTICES

1. The Second Party and the Engineer shall conform in all respects with the
provisions of the laws, by-laws and regulations of Indonesia and of any local or other
duly constituted authority that may be applicable to the Services.

2. The Second Party and the Engineer shall be deemed to be aware of all applicable
laws, by laws and regulations, local customs and practices of Indonesia and any local
and any other duly constituted authority which affects the Services and shall keep
itself informed of future laws, rules and regulations which affect the Services.

3. The Second Party shall have status of registration local authority qualification to
perform Services under this Agreement.

ARTICLE 16. CONSEQUENTIAL DAMAGES

In no event shall any Party be liable for or obligated to the other Party in any manner for
any indirect damages, exemplary damages, punitive damages or consequential damages
in connection with or arising out of this Agreement, including without loss of profits, loss
of opportunity, loss of revenue,.

ARTICLE 17. INDEMNIFICATION

The Second Party shall defend, indemnify and hold the First Party, their respective
officers, directors, employees, servants and agents, or any them, harmless from :

(a) any claims, demand, cause of action, loss, expense or liability arising from legal
relationship between the Second Party and the Engineer, including but not limited
to any severance claims, remuneration, expense or lcosts which may payable to
the Engineer.
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(b) any liability, loss or expense arising by reason of claims by governmental

authorities or others for any failure by the Second Party to pay taxes, assessments,
duties or fees properly applicable to it; and

(c) any liability, loss or expense arising by reason of claims by any of the Engineer,
or other person claiming by, through, under or against the Second Party for the
failure by the Second Party to make payment for the Engineer, services, or others
provided to the Second Party by or on behalf of the First Party for such payment.

ARTICLE 18. REPRESENTATION, QUALITY ASSURANCE AND

DELIVERABLE

1. General representation.
The Second Party represents that:

b. The Second Party shall provide a suitably qualified Engineer (s) as may be
necessitate by the First Party under this Agreement.

c. The Second Party shall be responsible for Qualifications of the Engineer

who are assigned to the Services under this Agreement. The Second Party
represent that all staff and personnel assigned to the Services is properly qualified
and have expertise to perform the Services assigned to them.

d. The Second Party shall ensure that the Second Party and/or the Engineer
are, and at all times shall be, in possession of all such licenses and documents
(including, without limitation, visas and work permits) as may be required by all
applicable laws, regulations, rules and orders of all governmental and other
authorities having jurisdiction.

2. Representation for the Engineer.

The Second Party represents that the Engineer provided by the Second Party to the First
Party shall:

a. perform the Services on most diligent workmanship and in expeditiously

manner in accordance with the Agreement.

b. consider and obey to the prevailing laws, local customs, traditions and
practices during the performance of the Services.

c. not directly communicate or in any way get in touch with the CLIENT, the
OWNER or any third party without prior written consent of the First Party.

3. Quality Assurance
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a. The Second Party shall implement a quality assurance system to ensure that the
Services provided are carried out in accordance with this Agreement and the
PROJECT’s requirements.

b. The implementation of a quality system in accordance with this Agreement shall

not in any way limit the responsibilities and obligation of the Second Party under
other provisions of this Agreement.

ARTICLE 19. ASSIGNMENT

This Agreement shall not be assignable by either party hereto without the prior written
consent of the other party hereto. No assignment of this Agreement shall be valid unless
this Agreement shall have been assumed by the assignee. When duly assigned in
accordance with the foregoing this Agreement shall be binding upon and shall inure to
the benefit of the assignee.

ARTICLE 20. MISCELANEOUS

1. No change in, addition to, or waiver of the terms and provisions hereof shall be
binding upon either Party unless approved in writing by it authorized representative
and no modification shall be affected by the acknowledgment or acceptance of
purchase order forms containing other or different terms and conditions.

2. This Agreement (including the Attachment hereto) is with the understanding that
it embodies the entire agreement between the Parties.

3. The captions used in this Agreement are inserted only as a matter of convenience
and reference and are not a part of this Agreement and in no way define, limit or
prescribe the scope of this Agreement, nor the intent of any provisions thereof.
4. The failure of either Party to insist upon strict adhere to any terms of this
Agreement on any occasion shall not be considered a waiver of any right thereafter to
insist upon strict adherence to that terms or any other term of this Agreement.
Any waiver must be made in writing.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.

PT y
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Engineering Services Agreement Page 17 of 17

ATTACHMENTS

ATTACHMENT – 1 SCOPE OF SERVICES

ATTACHMENT – 2 ENGINEER IDENTITY AND QUALIFICATION