Exhibit 4.19



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|LOGO |  | Kantor Bali : Jalan Sekar Jepun V Nomor 21 Gatoto Subroto Timur  Tohpati Denpasar 80237 BALI  Indonesia Phone : +62 0361 467725 Fax : +60 0361 461068 E-mail :
cipbali@cipindo.com



PT. CENDANA INDOPEARLS



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Agreement for Building a Project of Pearl Shell



The undersigned



|         |  |                                          
|-------- |  | -----------------------------------------
|Name     |  | : Dr. JOSEPH JU TAYLOR                   
|Position |  | : MANAGING DIRECTOR PT CENDANA INDOPEARLS



Hereinafter is
referred to as the FIRST PARTY



|         |  |                                                                   
|-------- |  | ------------------------------------------------------------------
|Name     |  | : I GUSTI BAGUS KETUT SUCAYA                                      
|Position |  | : HEAD OF PENYABANGAN VILLAGE                                     
|Address  |  | : Penyabangan Village, Sub-district of Gerokgak, Buleleng District
|         |  | Acting for and on behalf of the people of Penyabangan Village     
|         |  | Sub-district of Grokgak, Buleleng District, Bali                  



|         |  |                                                                   
|-------- |  | ------------------------------------------------------------------
|Name     |  | : I GUSTI KETUT SUARYA, S.Pd                                      
|Position |  | : HEAD OF PEKRAMAN VILLAGE OF PENYABENGAN                         
|Address  |  | : Penyabangan Village, Sub-district of Gerokgak, Buleleng District
|         |  | Acting for and on behalf of the people of Penyabangan Pekraman    
|         |  | Village Sub-district of Grokgak, Buleleng District, Bali          



Hereinafter are
referred to as the SECOND PARTY



All the parties have entered
into an agreement for cooperation with the following terms and conditions.



Article 1



The First
Party will build a business of Culturing Pearl Shell at the Village of Penyabangan, Gerokgak Sub-district, Buleleng District, Bali Province.



Article 2



That the area used by the First Party is sea water area within the Village of Penyabangan, Sub-district of Gerokgak, Buleleng District, Bali Province. The
mentioned area has the following coordinating points:

1) 08 09 10 South 114 43 50 East

2) 08 09 25 South 114 44 42 East

They are used is based on the permit regulated by the District Government of Buleleng.



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Article 3



That the First Party has given donation for the development to the Village Head amounting to Rp. 40,000,000 (forty millions).



Article 4



That the First Party gives a fund of Rp. 1,200,000 (one million and two
hundred rupiahs) per month to the Second Party for the safety of the coastal area and the business of pearl shell owned by the First Party.



Article 5



That the First Party agrees to participate in the village development. The procedure and technique of the participation will be coordinated with the
Second Party.



Article 6



That the First Party gives priority to recruit the local laborers totaling
90% comprising 50% from the people of Penyabangan and the surrounding village specially within Gerokgak sub-district (including those who have long been working for the First Party). The First Party will transfer a minority of its experienced
laborers of the First Party working outside the area of Gerokgak Sub-district. The First Party will need special laborers perhaps recruited from outside the Sub-district of Gerokgak.



Article 7



That for recruiting laborers mentioned in article 6, the First Party will coordinate that with the Second Party and the recruited persons must be in
accordance with the needs and the Companys Regulation based on the rules of the Manpower Department.



Article 8



The First Party will annually give scholarship to two person from poor family (one male the other is female) coming from Penyabangan Village to be sent to High School. In this respect, the Second Party will decide which student will take
the scholarship and the students concerned must agree to take the school programs seriously.



Article 9



That for the
scholarship mentioned in article 8, the First Party will make coordination with the Second Party and the Second Party in this respect is obliged to give report about the study progress of the students taking the scholarship.



Article 10



That the First Party is obliged to preserve the environment within his area
both in the part of land area and sea area and building a construction with the concept and model of Balinese building.



Article 11



During the operation of the Company, the First Party is guaranteed of his security by the Second Party.



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Article 12



The First Party is given the permit of operating his business in the area of the Second Party on condition that the two
parties draw benefit of the business and it is not in deviation from the permit given by the Regency Government of Buleleng.



Article 13



If later there is a third party who wants to do the same business in the location as written in article 2, the Second Party is obliged prior information
to the First Party and the Second Party must have prior consent before the third party is allowed to run his business in the area.



Article 14



The Second Party states in principle that they can accept the agreement as stated by the First Party above.



This agreement is made truthfully without there being any force from the
party whosoever to be used where necessary. This agreement is signed by the two parties and witnessed by some of the government officials.



Made and signed in Penyabangan

On Monday
15  12  2003



FIRST PARTY



/s/ Dr. Joseph J.U. Taylor



SECOND PARTY



|                            |  |                                        
|--------------------------- |  | ---------------------------------------
|Head of Penyabangan Village |  | Head of Pekraman Village of Penyabangan



|                               |  |                               
|------------------------------ |  | ------------------------------
|/s/ I Gusti Bagus Ketut Sucaya |  | /s/ I Gusti Ketut Suarya, S.Pd



Approved by,

The Head of Gerokgak Sub-district



/s/ Ida Bagus Oka Susrama, BA