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COOPERATION AGREEMENT
  BETWEEN
  LIMITED LIABILITY COMPANY
  (PERSERO)
  PT. TELEKOMUNIKASI INDONESIA
  Plc.
  (Public Listed Company)
  AND
  CCC GLOBALCOM CORPORATION
  CONCERNING
  VoIP
TRAFFIC DISTRIBUTION AND
  MARKETING OF VoIP GLOBAL    
    


  
 
NOMOR: TEL. 18/HK810/PROVP-00/2002
  NOMOR: NFP/PKS/CCCGC-01/02    
  


        On this day Monday dated Eighteen of March, year Two Thousand and Two in the Office of Probis VoIP, Jalan Dr. Supomo No. 139, between the parties: 


	I.
	LIMITED LIABILITY COMPANY PT. TELEKOMUNIKASI INDONESIA, Plc., whose Articles of
Association has been publicized in the State Gazette of the Republic of Indonesia number 5 dated January 17, 1992, Supplement to State Gazette number 210, as several times amended, and the
latest has been publicized in the State Gazette of the Republic of Indonesia number 92 dated November 17, 2000, Supplement to State Gazette of the Republic of Indonesia number 336 year
2000, having domicile in Bandung, Office in Jl. Prof. Dr. Supomo SH., number 139, Floor 3, Jakarta 12110, by the virtue of Power of Attorney number Tel. 13/ HK510/VTA-00/01 dated
February 14, 2001, for his legal deed represented lawfully by Mr. ENDY PRIJANTO, on his official position as Head
of VoIP Business Project, hereinafter in this Agreement shall be referred to as TELKOM;



	II.
	CCC Globalcom Corporation, a corporation organized under the laws of the state of Nevada and its wholly owned subsidiary, Ciera Network
Systems Inc., with offices located at 1250 Wood Branch Park,
Suite 600, Houston, Texas 7709 -with Company Representative Office of Jakarta, for this legal deed duly represented by DR. Nono F.
Padmodimuljo, in his official position as representative of acting and on behalf, hereinafter in this Agreement shall be referred to as  "CCCGC".




        TELKOM and CCCGC both shall be collectively referred to as the  PARTIES).


        Considering
first of all on the following matters wheareas: 



	a).	 	That TELKOM under the prevailing rules of laws in the Operator of telecommunication service.
	

b).	
 	

That CCCGC, is a telecommunication carrier having POP Carrier Service Network in a number of countries, and the supporting data of which as described is located in Attachment
I to this Agreement;
	

c).	
 	

That CCCGC, has applied for a business cooperation with TELKOM for termination of telecommunications VoIP Global traffic, in the letter number
NFP/dd/CCCGC-01/02 dated February 26, 2002, exhibited in Attachment II;
	

d).	
 	

That both PARTIES have agreed to traffic termination operations through mutual cooperation, as evidenced in the Minutes of Meeting dated March 14 2002 described in Attachment
III.





*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


1





 

        Now
therefore, the Parties, in consideration of the mutual covenants and agreements set forth hereinafter, agree to this Cooperation Agreement on Traffic
Distribution and Marketing of VoIP Services in accordance with the provisions and terms set forth in the Articles below: 


 
 

Article 1
  DEFINITIONS    
  


        Unless otherwise written within the content of the Articles of this Agreement, the PARTIES agree to the following
definitions: 


	(1)
	Cooperation
Agreement shall mean the binding cooperation between TELKOM and CCCGC in
the Activity of Traffic Distribution of Carrier Network Services and Prepaid VoIP including its Attachments and its amendments, which constitute an integral and inseparable part of this Agreement.



	(2)
	VoIP
(Voice over Internet Protocol) shall mean communication services using Internet Protocol Networking based on Packet Switch
Technology and Framing.



	(3)
	TELKOMSave
is the product brand owned by TELKOM based on VoIP Technology and Frame Relay, and marketed and/or used by overseas
customers.



	(4)
	Traffic
distribution shall mean the exchange of Global Traffic on the basis of Minutes in substantial amounts such as: Terminating Refile/transit, POP overseas, and the marketing of
prepaid TELKOMSave service overseas.



	(5)
	Personal
Identification Number (PIN) shall mean specific digit(s) allocated to certain prepaid calling customers.



	(6)
	Call
Detail Record (CDR) shall mean the result of call information output from Network Access equipment applied expressly for the basis of rating and billing.



	(7)
	Revenue
shall mean money derived from the cooperation on the application of network facility operations and marketing under this Agreement.



	(8)
	Revenue
Sharing shall mean revenue which is shared based on percentage agreed by both parties.



	(9)
	The
Organic traffic shall mean traffic generated from selling TELKOMSave or CCCGC pre-paid cards.



	(10)
	The
non-organic traffic shall mean traffic from wholesales transaction done by CCCGC.



	(11)
	Effective
Date of Contract (EDC) shall mean the date of Operational Agreement commences into effect.



	(12)
	Any
traffic routed by one party to the other that is re-originated back to first is defined as "looping". 


 
 

Article 2
  SCOPE OF COOPERATION    
  


        Both PARTIES agree to conduct mutually profitable cooperation with respect to: 


	(1)
	Optimization
of the utility of Infrastructure VoIP TELKOM and Global PoP CCCGC.



	(2)
	Seeking
and providing solutions for market niches involving new revenue bearing traffic and services of VoIP Global.



	(3)
	Expanding
the business range, infrastructure of VoIP TELKOM and simultaneously providing solutions such that TELKOM may become Operator
of VoIP Global services. 



*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


2





 
	(4)
	Obtaining
additional market opportunities of Global VoIP not yet accommodated by the existing VoIP TELKOM program; CCCGC acts to
provide network services in other countries upon approval by TELKOM.



	(5)
	Distributing
and Marketing of prepaid TELKOMSave products abroad, initially in the US.



	(6)
	*



	(7)
	Terminating
International Traffic to Indonesia through VoIP TELKOM's network infrastructure and/or through Global.PoP CCCGC



	(8)
	This
Agreement, shall be non-exclusive, and have set service term.



	(9)
	Both  PARTIES agree to pay due respect to business ethics and prudential principles, while not undermining the flexibility needed in
order to obtain market share on the principle of 'win-win' solution 


 
 

Article 3
  PERIOD OF VALIDITY OF THE AGREEMENT    
  


        This Agreement shall become effective and valid from the execution date of signing of this Agreement by both  PARTIES and the EDC shall be
effective from the initial date of services operated under this Agreement, to not be later than 30 of April 2002,
for a period of 1 (one) year. The Agreement shall be automatically renewed, unless terminated by either party giving thirty (30) calender days written notice to the other party before this
Agreement expiration date. 


 
 

Article 4
  RIGHTS AND OBLIGATIONS OF TELKOM    
  


        The Obligation of TELKOM shall be: 


	(1)
	To
provide to CCCGC domestic network infrastructure, network elements of VoIP TELKOM, and clear channel interconnection to global internet networks in accordance with the needs and
requirements of Traffic terminating to Indonesia and to Refile/Transit destinations, in accordance with the Network Configuration in Attachment III.
Network configuration, sites, equipment to be determined upon site survey and further network review.



	(2)
	To
operate and maintain VoIP TELKOM infrastructure, which is the responsibility of TELKOM in order to comply with International
technical standards and performance in Attachment IV.



	(3)
	To
repair any and all technical network problems on the network infrastructure of VoIP TELKOM which is the responsibility of TELKOM.
TELKOM shall provide an esclation list that is supported twenty four hours a day, seven days a week.



	(4)
	To
make available access to Customer Care Service facility, in accordance with Attachment V.



	(5)
	To
maintain the performance of the VoIP TELKOM network.



	(6)
	On
the first working day of every month, CDR data for all services mutually operated under this Agreement, will be collected and its recording shall begin from the first day at 00:00
Western Indonesia Time up to the last day of each month at 24:00 Western Indonesia Time, and will be processed for reconciliation, in accordance with procedures approved by both PARTIES.



	(7)
	To
give authorization to CCCGC to market the services of VoIP Global Traffic on behalf of  TELKOM in this case Probis VoIP, in accordance with the manuals,
procedures and rules applicable to TELKOM. 



*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


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	(8)
	TELKOM
could support in termination /refile VoIP traffic marketing, therefore TELKOM has an obligation to inform to CCCGC an agreement which was signed with the third Party, in
related to the selling rate, business aspect, legal and technical in terms of scope of this Agreement at the lastest 14 (fourteen) calendar's days, after the signing date of the third Party. If TELKOM
neglect to report the third Party agreement, otherwise could be treated as the devault the agreement, therefore TELKOM could be sanctioned as mentioned on Article 16 of this Agreement. 




        The
Rights of TELKOM shall be: 


	(9)
	To
have the title of "Pre-paid TELKOMSave" used as the brand for the prepaid product sold by CCCGC overseas.



	(10)
	To
control the marketing of Pre-paid TELKOMSave, and to make the design and the printing of TELKOMSave cards.



	(11)
	To
get monthly report of PIN prepaid TELKOMSave Service which have activated and sold.



	(12)
	To
provide access to TELKOM to get into PIN prepaid TELKOMSave Database afformentioned.



	(13)
	*



	(14)
	TELKOM
have the rights to employ other parties, with respect to the selection of "wholesale" and "bandwidth" on the reasons of quality and price.



	(15)
	To
utilize the facilities of global PoP CCCGC in some countries, for the Traffic of VoIP Global traffic, and roaming facility for the existing TELKOMSave customers. 


 
 

Article 5
  RIGHTS AND OBLIGATION OF CCCGC    
  


        The obligations of CCCGC shall be: 


	(1)
	To
market pre-paid TELKOMSave services in USA:



	(a)
	CCCGC
shall be appointed to market calling card or product under the trade - mark of pre-paid TELKOMSave in USA and, for the selling prices mentioned in  Attachment VII.



	(b)
	In
marketing the TELKOMSave calling cards CCCGC shall provide marketing resources and tools, such as:



	•
	"Product
Launching Event(s)" in cooperation with TELKOM.



	•
	Dissemination
of brochures, leaflet advertisements in media of mass communication, banners posted in certain locations overseas, in coordination with TELKOM. 









	(c)
	To
provide access to PIN database facility to TELKOM.



	(d)
	To
manage the whole prepaid database and customers' PINs and to handle operational system for Prepaid TELKOMSave Services.



	(e)
	In
order to sell PIN should be reported to TELKOM the number of PIN and denomination.



	(f)
	Networks
of distribution and sales channels already controlled by CCCGC may be used to expand marketing network for TELKOMSave services.



	(g)
	To
provide storage for cards already printed and sent out, and to keep those cards in a secure location.



	(h)
	To
maintain coordination with TELKOM, with respect to prior or advance anticipation of any potential fraud activities. 






*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


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	(i)
	To
provide to TELKOM the market-selling price(s), including applicable taxes applied in certain country, provincial, state, municipal or other tax jurisdictions.



	(j)
	To
report to TELKOM at any time when there shall be a change of market selling price.



	(k)
	To
conduct Customer Care, "first line" to customers and this will be accordingly supported by TELKOM. 





	(2)
	Terminating
And Refile/Transit of Traffic VoIP Global:



	(l)
	*



	(m)
	*



	(n)
	*



	(o)
	To
maintain the performance of network infrastructure which is the responsibility of CCCGC.



	(p)
	*










	(3)
	Others:



	(q)
	*



	(r)
	Implementing
the mutual cooperation under this Agreement carrying the brand of VoIP TELKOM, and also shall consequently protect the prestige of TELKOM brand and image.



	(s)
	*







        The
Rights of CCCGC shall be: 


	(4)
	Overseas
pre-paid TELKOMSave Service and Global roaming:



	(a)
	To
sell and distribute pre-paid TELKOMSave service to users overseas (non-roaming).



	(b)
	To
earn revenues from the utilization of Global PoP facility by pre-paid TELKOMSave service overseas, in accordance with Revenue in Attachment
VI.



	(c)
	To
link its network facilities to VoIP TELKOM network infrastructure to terminate network traffic services, including pre-paid TELKOMSave to Indonesia and other countries.



	(d)
	To
receive the proceeds for the use of domestic pre-paid TELKOMSave service conducting global roaming, utilizing the CCCGC Network facility, when applicable and available,
in accordance with the applicable portion of revenues in Attachment VI.









	(5)
	Terminating
and Refile/Transit VoIP Traffic Global:



	(a)
	*



	(b)
	To
link CCCGC Global PoP network infrastructure to network infrastructure operated or owned by VoIP TELKOM for International Traffic to Indonesia and other countries.



	(c)
	*



	(d)
	* 









	(6)
	Others:



	(e)
	*







*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


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Article 6
  ASSETS PARTICIPATION    
  


	(1)
	During
the service term of this Agreement, TELKOM and as well as CCCGC shall provide specific assets and resources as described in Attachement
VIII, and the existing rights of the ownership property of these assets shall remain in respective PARTIES.



	(2)
	If
during the implementation of this Agreement, if any of the PARTIES shall make an investment, the rights of property ownership on those invested assets or resources shall always
remain owned by the initial investing party.



	(3)
	After
the termination of this Agreement, any and all assets and specific ownership and related rights refer back to the respective party. 


 
 

Article 7
  OPERATION    
  


	(1)
	The
operation of equipments shall be jointly conducted by both TELKOM and CCCGC.



	(2)
	The
personnel expenses incurred resulting from the operation of the equipment and operations as referred to in paragraph (1) of this Article shall be for the account of
respective PARTIES. 


 
 

Article 8
  COVERAGE OF AREA    
  


        The plan for the area coverage for services in accordance to this Agreement with the consensus of the parties to this Agreement shall be in stages, which will be
stated in the side letter or amendment. 


 
 

Article 9
  REVENUE    
  


	(1)
	The
sale of pre-paid TELKOMSave service overseas:



	(a)
	Revenue
of each parties derived from the sales activities of TELKOMSave cards using the pre-paid method shall be distributed in accordance with  Attachment VI.



	(b)
	Out
of from the sale referred to in paragraph (1) of this Article, after the cards having been used, there shall be recording in CDR.



	(c)
	Recording
of the organic traffic through utilization of Global PoP CCCGC shall be used as basis of revenue sharing from VoIP Global termination referred to in paragraph (2). 









	(2)
	Termination
of Traffic VoIP Global:



	(d)
	During
the initial stage, CCCGC will provide a bank guarantee (security deposit) in the amount of US$ * United States Dollar), which reviewable on the next period if there are
differences and will be stated in the side letter or amendment. Bank guarantee should be issued by Indonesian Government owned bank prior to the operational implementation on this Agreement.



	(e)
	CCCGC
shall deposit to TELKOM as traffic calculated by other third party and/or organic traffic as stipulated in Attachment VI of this
Agreement for all network traffic terminated in Indonesia.



	(f)
	Rates
for terminating traffic will be effective and charged to CCCGC for specific traffic termination services on the date of signed Execution of this Agreement, in accordance with
the provision of Article 3 of this Agreement. 






*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


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	(3)
	Provisions
of the means of Global PoP:



	(g)
	The
cost & expenses for the provision for infrastructure, interconnection and utilization overseas shall be the responsibility of CCCGC for the required provisioning of Global
Traffic terminating services (organic and non-organic), pre-paid TELKOMSave services, of which are calculated amount by each party to the utilization of CDR data, in accordance
with portion of revenue in Attachment VI.



	(h)
	Cost
and expenses for the provisioning of global network infrastructure shall be due and payable, base on the agreed cost and percentage of revenue sharing to TELKOM from the signing
of Protocol starting the operation of this Project, in accordance with the provision in Article 3 of this Agreement. 









	(4)
	If
looping occurs, the Party purchasing termination services reserves the right to pay the lower of:



	(i)
	the
purchasing Party's rate per billable increment to the Party providing the services or



	(j)
	the
providing Party's rate per billable increment to the purchasing Party. 





 
 

Article 10
  BASIS AND METHOD OF PAYMENT    
  


	(1)
	The
Business Scheme and Revenue Sharing may be reviewed and amended by mutual consent periodically *. For the first 3 (three) month period * and for the subsequent period. The result
of the Business Scheme and revenue sharing in accordance with the consensus reached by the PARTIES, which will be written in Side Letter to this Agreement. If and when in future rates as may be
regulated by the Authority, hence there shall be reviewed, and Agreement on the rates aforementioned rates will be stated in Side Letter.



	(2)
	On
every subsequent month (n+1) there shall be reconciliation of Revenue of the respective PARTIES for pre-paid TELKOMSave services for the current month
(n) billing data. The Rights of TELKOM shall be the sale of pre-paid TELKOMSave service overseas deducted by the Rights of CCCGC in the form of marketing fees and rates for
providing Global PoP CCCGC, as agreed in Attachment VI.



*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


7







  



	(3)
	Not
later than the 7th (seventh) day of each month, TELKOM shall issue to CCCGC note of settlement for the use of the infrastructure of TELKOM VoIP for distributing
traffic VoIP Global, exclusive Global PoP CCCGC which is used by TELKOM for the global traffic terminating to Indonesia and refile.



	(4)
	Within
30 (thirty) calendar days of the date of receipt by CCCGC of the inote of settlement issued by TELKOM and vice versa, CCCGC shall pay TELKOM the sum/amount of payable due to
TELKOM in the form of the billed rates for global traffic terminating to Indonesia * which are due and payable from CCCGC for the use of Global PoP. The payment shall be made in accordance with
paragraph (3) and (4) of these Articles.



	(5)
	Payment
of the settlement due (to TELKOM) from CCCGC and/or the 3rd parties, shall be made by CCCGC and/or the 3rd parties, to and in favor of TELKOM by
electronic bank transfer to the account of Banking Account of TELKOM in foreign currency US Dollar and shall be transferred to the Account of TELKOM Revenue in US Dollar through * and all transfer
charges shall be borne by CCCGC.



	(6)
	A
late Payment Penalty of 1.5% (one and a half percent) per month on or the penalty permitted by law will be charged on the amount not paid by CCCGC within 10 (ten) days from the date
due in accordance with paragraph (3) of this Article. If and when payment becomes late within 2 (two) consecutive months then TELKOM shall be entitled to withdraw funds from the Bank Guarantee
as referred to in Article 9. If CCCGC shall fail to provide deposit within defined specific date, or if CCCGC shall fail to pay the deficiency within 5 (five) business days after the date of
issuance of the statement concerning the shortage, it shall be treated as a breach of performance of this Agreement, and as such shall be settled in accordance with Article 19.



	(7)
	If
any Party does not agree or approve of the note of settlement submitted by the other, the PARTIES agree to mutually cooperate to resolve the dispute as soon as possible. Penalty on
the late payment in paragraph 5 of this Article will not be applied, this then constitutes a good faith action between CCCGC and TELKOM. Nonetheless the PARTIES agree to settle all payments not
disputed in accordance with the provision of Article 5.



	(8)
	For
the technical computation of the distribution of revenue, there shall be reconciliation on traffic data and finances using the applicable and available mechanisms for
reconciliation at that time, as mention on Attchement V this Agreement.



	(9)
	Matters
not yet covered under the above Method of Payment, shall further be discussed and. it will become an integral part therewith. 


 
 

Article 11
  TAXES    
  


        Revenue Sharing Taxes in this agreement should be beared by each parties proportionally. 


 
 

Article 12
  CONFIDENTIALITY    
  


	(1)
	Both
PARTIES agree that the entire content of this Agreement shall be treated in strict confidence, therefore any information related with this Agreement may not be disclosed by
either party to any third party without prior written consent by the other party, unless such activity must be done within the framework of implementation of this Agreement.



	(2)
	Both
PARTIES agree to treat all information exchanged between the parties as proprietary and confidential, therefore either party shall not tell, leak, provide, give, or hand over any
information 



*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


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related
to this Agreement in par or in its entirety to any other party, without prior written consent by the other party, unless explicitly allowed under this Agreement. 



 
 

Article 13
  RIGHTS ON INTELLECTUAL PROPERTY    
  


	(1)
	Under
this Agreement, if there are any investments and/or purchases of goods, innovation, technological development, and other related activities with regard to Intellectual Property
Rights, then the responsibility on those matters (such as: royalty, risks of claim by other party, losses, etc.) shall conform to the accountability of the respective PARTY.



	(3)
	TELKOM
as Holder and owner of the license for TELKOMSave, hence CCCGC may not transfer or assign any right whatsoever relating therewith to such ownership of such license to any other
party. 


 
 

Article 14
  ASSIGNMENT OF THE AGREEMENT    
  



        Rights and obligations of this Agreement may not be assigned to any third party whomsoever unless mutually agreed to in writing, with a provision that agreement
may not be rejected or delayed without proper reason. 


 
 

Article 15
  DAMAGE AND LOSS    
  


        Each party, TELKOM as well as CCCGC shall be accountable to replace, repair, maintain and manage all damaged to property, licenses and networks and/or losses
arising out from the negligence of respective party, officials/employees, workers, and all those employees or contractors working for the respective parties. 


 
 

Article 16
  SANCTIONS    
  


	(1)
	If
CCCGC for cause or no cause is negligent in conducting integration of the equipment and network traffic, and such results are not conformed with the agreed upon technical
requirements herein this Agreement, then TELKOM shall have the right to serve notice for to dissconnect the individual networks used by CCCGC for the operation of this network traffic service.



	(2)
	If
CCCGC has been issued such notice, and still remains to operate not conforming to paragraph 1 of this Article, may be deemed of having breached this Agreement, then TELKOM
may unilaterally terminate this Agreement in accordance with the provision of Article 18 of this Agreement.



	(3)
	If
either Party neglect to report cooperation with the third party related to this Agreement could be treated as devaulted the Agreement, otherwise either Party could be resolved in
written notice to the devault Party. Supposed there are no solution, therefore either Party who give a notice has a right to terminate the Agreement according to the Article 18 in this
Agreement. 


 
 

Article 17
  FORCE MAJEURE    
  


	(1)
	Force
Majeure shall include events arising out of from earthquake, hurricane, thunder, flood, fire, landslide/soil erosion, general strike, sabotage, riots, war, rebellious, and other
events including an act of Government beyond the reasonable control by either PARTY, which may cause either or both PARTIES to not be able to perform obligations specified under this Agreement. 




*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


9





 
	(2)
	Neither
Party shall be liable or accountable to any losses and costs suffered by any one party resulting from the events of Force Majeure.



	(3)
	Force
Majeure as mentioned in paragraph 1 of this Article and the provisions mentioned in paragraph 2 of this Article shall not be applicable in any way by either PARTY
to delay payment for services rendered or for obligations having been due prior to the specific events according to Force majeure. 


 
 

Article 18
  TERMINATION OF COOPERATION    
  


	(1)
	Any
violation and breach of any of the provisions to this Agreement committed by either party may result in termination of this Agreement.



	(2)
	If
and when this Agreement expires and or terminated, and there remain applicable obligations not yet fulfilled by either PARTIES, then the provisions in this Agreement shall remain
valid and in force until the obligations of the respective PARTY are completed. 


 
 

Article 19
  SETTLEMENT OF DISPUTES    
  


	(1)
	If
there are any disputes of the interpretation or implementation of the provisions of this Agreement both PARTIES shall first attempt to resolve such dispute through discussion
reaching to agreement by both parties.



	(2)
	When
specific discussion of such disputes (deliberation) that are referred to in paragraph 1 of this Article does not provide an agreement to resolve such dispute, then both
PARTIES shall refer the issue entirely to the rules applicable in Article 20. 


 
 

Article 20
  APPLICABLE LAWS    
  


        This Agreement shall be governed and construed under the rules of International Arbitration in Switzerland. 


 
 

Article 21
  CORRESPONDENCE    
  


	(1)
	All
correspondence and notices of information needed and required in executing work and obligations related to this Agreement, shall be communicated by the respective PARTIES to the
following addresses.



	a.
	TELKOM: 






W.
Subagyo Widianto

GM Network Operation, Project of VoIP

P T. Telekomunikasi Indonesia, Plc

Jl. Prof. Dr. Supomo SH. No. 139, Lt 3

Jakarta 12110

Telp: (021) 83 700 100

Fax: (021) 83 700 100

E-mail: bagyo@telkom.co.id


*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


10





 

	b.
	CCCGC:





S
B Hartadji

Representative Director

Representative Office of CCCGC Corp.

Jl. Pangeran Antasari No. 63

Jakarta Selatan-12410

INDONESIA

Telp: (021) 7590 3303

Fax: (021) 7590 3306

E-mail: bpnusa@link.net.id


	(2)
	If
any one of the PARTIES changes its address, telephone number, and facsimile number, then such party shall inform the other party in writing within five days of such changes of new
contact information. Such written notice of contact information change shall be issued within 7 (seven) days from the date of receipt of the information of change. 


 
 

Article 22
  ATTACHMENTS    
  


	(1)
	All
Attachments to this Agreement shall be constituted as integral and inseparable to and part to this Agreement and shall have the same legal effect and be binded as the Initial
Articles of this Agreement.



	(2)
	The
Attachments referred to in paragraph (1) of this Article consist of:



	a.
	Attachment
I: Completion of Administration



	b.
	Attachment
II: Minutes of Meeting



	c.
	Attachment
III: Network configuration



	d.
	Attachment
IV: Technical Standard and performance



	e.
	Attachment
V: Business of Process



	f.
	Attachment
VI: Revenue Sharing



	g.
	Attachement
VII: List of Assets Inventment



	h.
	Attachement
VIII: Marketing Plan. 





 
 

Article 23
  MISCELLANEOUS    
  


	(1)
	Any
matters which have not been stipulated in this Agreement will be determined later in form of Amendment/Side-Letters, made and signed by both PARTIES, constituted as
integral and inseparable part and to this Agreement and having the same legal force with this Agreement.



	(2)
	This
Agreement is to be executed in 2 (two) original counter parts, binding both parties, having the same legal effect, after having been duly signed and marked in company identity by
both parties.



	(3)
	Should
any miss interpretation of language arise in this agreement, both parties agreed to refer to Indonesia version. 



*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


11





 

        So
may it be known this Agreement is made and entered into in good faith, to be honored and executed BY BOTH parties. 



	

PT. Telekomunikasi Indonesia, Tbk.

/s/ ENDY PRIJANTO

ENDY PRIJANTO
 Kepala Proyek Bisnis VoIP.

Director of VoIP Business Project	
 	

CCC GlobalCom Corporation

/s/ DR. NONO F. PADMODIMULJO

DR. NONO F. PADMODIMULJO
 Pimpinan Representatif

Chief of Representative
	

 	
 	

Acknowledged by,

/s/ NELSON TEDJA

NELSON TEDJA
 Direktur—Sales Group / Asia

Director—Affinity Sales / Asia





*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


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Attachment I—Completion of Administration    
  


*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


13






  



 
 

Attachment II—Minutes of Meeting    
  


*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


14






  



 
 

Attachment III—Network Configuration
  *    
  


*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


15





 
 
 

Responsibility of CCCGC:    
  



	•
	Terminating
traffic from all over the globe to VoIP TELKOM through global networks owned.



	•
	IPLC
Link between domestic NOC VoIP TELKOM and infrastructure of Global PoP VoIP CCCGC in USA.



	•
	Provide
Global PoP facilities (Co-location, system equipment) for exchange VoIP traffic and TELKOMSave Prepaid service in USA.



	•
	Marketing
and equipment prepaid system for TELKOMSave prepaid service in USA.



	•
	To
integrate CCCGC system to TELKOM VoIP system, should comply to TELKOM eksisting system technical standard (CISCO). 



 
 

Responsibility of TELKOM:    
  


*



 
 

Attachment IV—Technical Standard and Perforamance    
  


        The PARTIES agreed to apply VoIP services under minimal technical standard as follows: 



	

1.	
 	

Time delay	
 	

*
	2.	 	Packet loss	 	*
	3.	 	Services availability	 	*
	4.	 	Success of access	 	*
	5.	 	ASR PSTN	 	*
	6.	 	PDD	 	*






*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


16






  



 
 

Attachment V—Business Process    
  


*
4 Pages 


*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


17





 
 
 

Attachment VI    
    
    *
  Table VIII.1-Terminating Rate
  VoIP Global to Indonesia and Refile    
  


        Revenue Sharing Mechanism diagram


* 


	1.
	Basic
Terminating Rate



	a.
	Basic
Terminating rate (including applicable tax) for national PSTN-GSM fixed, as the allowable minimum selling rates from the both Parties to the third parties, as
follows: 
*










*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


18










  



 
 

Attachment VII—List of Asset Participation    
  


        On the time this Agreement is made, it has been approved the record of Investment: 



	•
	On
the part of CCCGC, i.e. Facility in Global PoP



	1.
	*



	2.
	*



	3.
	*



	4.
	*



	5.
	*



	6.
	*



	7.
	*



	8.
	Prepaid
service system in USA, and system integration to the TELKOM's VoIP infrastructure. 









	•
	On
the part of TELKOM, i.e.:



	1.
	*



	2.
	*



	3.
	*



	4.
	* 






 
 

Attachment VIII—Marketing Plan    
  


        Pre-paid TELKOMSave: 




	•
	CCCGC
will distribute the sale of PIN—Pre-paid TELKOMSave through website, e-commerce, card.



	•
	CCCGC
will sell the cards provided by TELKOM.



	•
	CCCGC
will use/utilize the distribution networks and the community owned overseas 




*



*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


19






  



 
 

AGREEMENT ON THE APPOINTMENT OF REPRESENTATIVE
  AND TECHNICAL & MANAGEMENT ASSISTANCE    
  



        This Agreement on the Appointment of Representative and Technical & Management Assistance is concluded and signed on Wednesday the 10th
(tenth) day of October 2001 in Jakarta, Indonesia by and between: 



	•
	CCC GlobalCom Corporation, a corporation organized and existing under the laws of the State of
Nevada. and its wholly owned subsidiary, Ciera Network System Inc with offices located at 1250 Wood Branch Park, Suite 600, Houston, Texas 77079, United States of America, hereinafter to
be referred to as "CCC GlobalCom" or the First Party: 


and 



	•
	Dr Nono F Padmodimuljo, CCC Representative Indonesia, businessman having the office at J1. Pangeran Antasari
No. 63, Jakarta 12410, Indonesia, hereinafter to be referred to as "NFP" of the Second Party; 


Considering









	

Whereas,	
 	

"CCC GlobalCom" a reputable provider of International telecommunication services, having scope of telecommunication technology & system, vast experiences intends to promote and expand the business development of providing telecommunications
services in Indonesia.
	Whereas,	 	"NFP" a reputable businessman having access and business contact with Indonesian telecommunication community.
	Whereas,	 	"CCC GlobalCom" and "NFP" having been in close and intensive contact for the promotion and development of the telecommunication business, intend to formalize their co-operation;





Now therefore 


        The
First and Second Parties agree to conclude and sign this Agreement on the Representative and Technical & Management Assistance under the terms and conditions herein mentioned
as follows: 


	1.
	The
First Party hereby appoints the Second Party to represent its business interest to promote and develop of telecommunication services in Indonesia, and the Second Party hereby
accepts such appointment for mutual benefit;



	2.
	Related
thereto the First Party will also provide technical and management assistance to the Second Party in order to insure effective operational works and activities of the above
mentioned business;



	3.
	Representative
Office space, adequately furnished and equipped, staff and personnel required to run the office, etc. as well as the budget needed there-for will be prepared
and proposed by Second Party, subsequently to be approved by the First Party;



	3.1.
	Once
the budget approved the fund will immediately be made available by CCC GlobalCom through the account of Second Party;



	3.2.
	The
fund for the Representative Office shall be managed, administered and recorded by the Second Party, under close monitoring and supervision and to be accounted for to the First
Party, based on accounting system and method to be mutually decided and agreed; 






*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


1





 




	4.
	The
Second Party as Representative acting for and on behalf of the First Party shall introduce; promote and develop the market as referred to above;



	4.1.
	For
above duties the Second Party shall identify market potential and prospect, plan actions in order to get telecommunication business for the First Party;



	4.2.
	The
Second Party shall get in touch and maintain contact with relevant government offices and as well as private sectors involved in telecommunication business in Indonesia and keep
those parties aware of the services and capabilities that can be provided by the First Party;



	4.3.
	To
enter into negotiation relating to the terms and conditions for any business after consultation and obtaining prior directives and approval by the First Party and its Board of
Directors; 









	5.
	The
First Party shall provide necessary information in the forms of such as booklet, leaflet, brochures, other media of communication, etc, for promotional and marketing purposes of
the CCC GlobalCom services, which shall always be available in the Representative Office;



	6.
	The
purpose of providing technical and management assistance envisaged under this Agreement is to insure the proper and effective undertaking of the business as referred to above, and
therefore the First Party shall have the privilege of controlling the technical and financial functions of the management affairs, while the Second Party shall be responsible for the general
administration and marketing functions in Indonesia; 



The
details and substance of the arrangement relating to the technical and management assistance mentioned above, shall be elaborated in an Addendum signed by both parties and shall become effective
and integral part of this Agreement. 



	7.
	For
the service of business representative as referred to above, the First Party agrees to pay the Second Party certain fees.



	8.
	Any
other matters not yet clearly or adequately herein stated shall be consulted, discussed and stipulated in the forms of an addendum and or correspondence, which when acknowledged
and duly signed by both parties becomes an integral part of this Agreement.



	9.
	Any
difference of opinion, understanding, interpretation and or conflict which may arise out of from and related to execution of this Agreement shall be discussed and amicably resolved
by both parties. 



        This
Agreement on the Appointment of Representative and Technical & Management Assistance which shall be construed and interpreted in accordance with the laws of Republic of
Indonesia, become effective, legally binding and enforceable as from the date of signing for a period of 5 (five) years, which may be renewable and or terminate able upon reasonable notice submitted
in writing by any one each to the other party. 


        This
Agreement is duly done and signed by both parties in duplicate having equal legal force. 



	
The First Party,

/s/ NELSON TEDJA	
 	
The Second Party,

/s/ DR. NONO F. PADMODIMULJO
	

Name:	
 	

Nelson Tedja	
 	

Name:	
 	

Dr. Nono F. Padmodimuljo
	Title:	 	Director—Affinity Sales/Asia

CCC GlobalCom Corporation	 	Title:	 	Representative





*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


2







 
 

Power of Attorney    
  


        We, CCC GlobalCom Corporation, a corporation organized and existing under the laws of the State of Nevada and its wholly owned subsidiary, Ciera Network
Systems Inc., with offices located at 1250 Wood Branch Park, Suite 600, Houston, Texas 77079 ("CCC GIobalCom"), in reference to the Agreement on the Appointment of Representative and Technical
Management Assistance dated 10th (tenth) of October 2001, do hereby appoint and constitute: 



	1.
	Mr. Dr. Nono
F. Padmodimuljo, ID Card No. 09.5006.101050.2006



	2.
	Mr. Ir.
S.B. Hartadji, MM.,            ID Card No. 09.5305.271061.0301 




jointly
and or severally as our Proxy, to sign for and on our behalf the "Cooperation Agreement" between our company and PT. Telekomunikasi Indonesia, Plc. Concerning VoIP Traffic Distribution and
Marketing of VoIP Global. 


        Done
in Houston, Texas 7709, USA on the 9th (ninth) day of January 2002. 



	By,	 	 
	

Signature:	
 	

/s/ NELSON TEDJA

	Name:	 	Nelson Tedja
	Title:	 	Director—Affinity Sales/Asia

CCC GlobalCom Corporation
	

And accepted by Proxy,
	

Signature:	
 	

/s/ DR. NONO F. PADMODIMULJO

	Name:	 	Dr. Nono F. Padmodimuljo
	Title:	 	Representative
	

Signature:	
 	

/s/ IR. S.B. HARTADJI, MM

	Name:	 	Ir. S.B. Hartadji, MM.
	Title:	 	Representative





*    CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 









QuickLinks


COOPERATION AGREEMENT BETWEEN LIMITED LIABILITY COMPANY (PERSERO) PT. TELEKOMUNIKASI INDONESIA Plc. (Public Listed Company) AND CCC GLOBALCOM CORPORATION CONCERNING VoIP TRAFFIC DISTRIBUTION AND MARKETING OF VoIP
GLOBAL

NOMOR: TEL. 18/HK810/PROVP-00/2002 NOMOR: NFP/PKS/CCCGC-01/02

Article 1 DEFINITIONS

Article 2 SCOPE OF COOPERATION

Article 3 PERIOD OF VALIDITY OF THE AGREEMENT

Article 4 RIGHTS AND OBLIGATIONS OF TELKOM


Article 5 RIGHTS AND OBLIGATION OF CCCGC

Article 6 ASSETS PARTICIPATION

Article 7 OPERATION

Article 8 COVERAGE OF AREA

Article 9 REVENUE

Article 10 BASIS AND METHOD OF PAYMENT



Article 11 TAXES

Article 12 CONFIDENTIALITY

Article 13 RIGHTS ON INTELLECTUAL PROPERTY

Article 14 ASSIGNMENT OF THE AGREEMENT

Article 15 DAMAGE AND LOSS

Article 16 SANCTIONS

Article 17 FORCE MAJEURE

Article 18 TERMINATION OF COOPERATION

Article 19 SETTLEMENT OF DISPUTES

Article 20 APPLICABLE LAWS

Article 21 CORRESPONDENCE

Article 22 ATTACHMENTS

Article 23 MISCELLANEOUS


Attachment I—Completion of Administration


Attachment II—Minutes of Meeting


Attachment III—Network Configuration

Responsibility of CCCGC

Responsibility of TELKOM

Attachment IV—Technical Standard and Perforamance



Attachment V—Business Process

Attachment VI * Table VIII.1-Terminating Rate VoIP Global to Indonesia and Refile



Attachment VII—List of Asset Participation

Attachment VIII—Marketing Plan


AGREEMENT ON THE APPOINTMENT OF REPRESENTATIVE AND TECHNICAL & MANAGEMENT ASSISTANCE


Power of Attorney