EXHIBIT
        10.3

      


      EMPLOYMENT
        AGREEMENT

      


      BETWEEN

      


      KAL
        Energy Inc.

      (and
        its subsidiaries and affiliates)

      


      AND

      


      Andrew
        Caminschi


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EMPLOYMENT
        AGREEMENT

       

      This
        Employment Agreement (the “Agreement”) is entered into on 1
        October
        2008 and retroactively effective as of 1 June 2008 (the “Effective Date”) by and
        between KAL Energy, Inc., a Delaware corporation (“KAL”) and its subsidiaries
        (collectively the “Company”), and Andrew Caminschi (the
“Executive”).

       

      RECITALS

       

      The
        Company desires to employ the Executive pursuant to the terms and conditions
        set
        forth in this Agreement and the Executive desires to be employed by the Company
        pursuant to the terms and conditions of this Agreement.

       

      NOW
        THEREFORE, the parties agree as follows: 

       

      
        	
                27)

              	
                Employer.
                  The employer shall be the subsidiary of the Company that is registered
                  in
                  the country in which the Executive will perform his duties as noted
                  in
                  Section 4 (the “Operating Company”). For purposes of this agreement, the
                  Operating Company is PT Kubar Resources, an Indonesian company.
                  KAL is a
                  United Stated publicly listed company and as such it has requirements
                  from
                  key executives hired by its subsidiaries.


              


      

       

      
        	
                28)

              	
                Employment
                  Period.
                  Subject to the terms and conditions of this Agreement, the Company
                  hereby
                  agrees to employ the Executive during the Employment Period (as
                  defined
                  below) and the Executive hereby agrees to remain in the employ
                  of the
                  Company and to provide services during the Employment Period in
                  accordance
                  with this Agreement. The Employment Period shall be the period
                  beginning
                  on the Effective Date and ending on the second anniversary
                  thereof, unless terminated sooner as provided
                  herein.

              


      

       

      
        	
                29)

              	
                Duties.
                  The Executive agrees that during the Employment Period while the
                  Executive
                  is employed by the Company, the Executive will devote one hundred
                  percent
                  (100%) of the Executive’s full business time, energies and talents to
                  serving as the Senior Vice President, Business Development, of
                  the
                  Company. The Executive will provide services for the Company at
                  the
                  direction of the Chief Executive Officer (CEO), which services
                  will be
                  consistent with those of the Vice President of Business Development
                  in
                  similarly situated companies of a similar size and whose business
                  is
                  similar in nature to the Company. Consistent with the above, the
                  Executive
                  shall have such duties and responsibilities as may be assigned
                  to the
                  Executive from time to time by the CEO, shall perform all duties
                  assigned
                  to the Executive faithfully and efficiently, subject to the direction
                  of
                  the CEO, and shall have such authorities and powers as are required
                  to
                  carry out the duties and responsibilities assigned. Notwithstanding
                  the
                  foregoing, during the Employment Period, the Executive may devote
                  reasonable time to activities other than those required under this
                  Agreement, including activities involving professional, charitable,
                  educational, religious and similar activities to the extent such
                  activities do not, in the reasonable judgment of the CEO, inhibit,
                  prohibit, interfere with or conflict with the Executive’s duties under
                  this Agreement or conflict in any material way with the business
                  of the
                  Company and/or any of its Affiliates.


              


      

       

      
        
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                30)

              	
                Work
                  Location.
                  The Executive shall normally render his services at the Company’s
                  executive offices located in Jakarta, Indonesia except for required
                  travel
                  on Company business, which the Executive acknowledges may be substantial.
                  

              


      

       

      
        	
                31)

              	
                Compensation
                  and Benefits.
                  Subject to the terms and conditions of this Agreement, during the
                  Employment Period, the Company shall compensate the Executive for
                  the
                  Executive’s services as follows:

              


      

       

      
        	 	
                a)

              	
                Salary.
                  Commencing on the Effective Date and continuing for the Employment
                  Period,
                  the Executive shall be compensated at an annual rate of US $180,000
                  (the
                  “Annual Base Salary”), which shall be payable in accordance with the
                  normal payroll practices of the Company. The Executive’s performance and
                  compensation will be reviewed
                  annually.

              


      

       

      
        	 	
                b)

              	
                Bonus.
                  To the extent that an Incentive Bonus Plan is approved and implemented
                  by
                  the Board, The Executive shall be entitled to participate in the
                  Plan in
                  accordance with the terms and conditions of the Plan, which will
                  be
                  determined at the sole discretion of the Board. Awards pursuant
                  to any
                  Incentive Bonus Plan shall be performance based and shall be tied
                  to
                  improvement in the Company’s return on capital employed or other
                  measurements or key performance indicators mutually agreed between
                  the CEO
                  and The Executive.

              


      

       

      
        	 	
                c)

              	
                Stock
                  Incentive Program.
                  The Executive is eligible to be granted stock based compensation
                  in
                  accordance with the terms and conditions of the KAL Energy Stock
                  Incentive
                  Plan Prospectus, as may be varied by The Company from time to
                  time.

              


      

       

      
        	 	
                d)

              	
                Work
                  Schedule and Hours.
                  The Executive is expected to work the hours necessary to meet job
                  responsibilities, irrespective of evenings or weekends.
                  

              


      

       

      
        	 	
                e)

              	
                Travel.
                  Business travel for the Executive will be based on the travel policy
                  of
                  KAL Energy Inc., as it may be varied from time to time. The Company
                  will
                  meet the cost of a return economy class air ticket on the most
                  direct
                  route to the Point of Hire of Singapore for one period of annual
                  leave at
                  the end of each twelve month period of service and one way to the
                  Executive’s Point of Hire at the termination of this Agreement, regardless
                  of the nature of the termination. An equivalent amount will be
                  paid in
                  cash should The Executive wish to travel to a location other than
                  Point of
                  Hire.

              


      

       

      
        	 	
                f)

              	
                Annual
                  Leave.
                  The Executive shall be entitled to take 20 days of paid time off
                  (“AL”)
                  each year. Any earned but unused AL shall be accrued and may be
                  used by
                  the Executive in any subsequent year up to a maximum accrual of
                  30 days.
                  Upon termination of his employment for any reason, the Executive
                  shall
                  receive pay for all earned but unused AL, calculated at his base
                  salary
                  rate in effect at the time of termination.


              


      

       

      
        	 	
                g)

              	
                Holiday
                  Pay.
                  The Company shall provide the Executive with holiday pay as provided
                  by
                  the Company to its other executive employees of comparable
                  stature.

              


      

       

      
        	 	
                h)

              	
                Insurance.
                  The Executive will be insured under a Company sponsored Health
                  Insurance
                  and Emergency Medevac Policy, Dental Policy, Travel Policy, and
                  Workers
                  Compensation Policy. The Executive will also be covered under the
                  Company’s Directors’ and Officers” (D&O) Insurance Policy in respect
                  of those liabilities which he may incur as a director or officer
                  of the
                  Company.

              


      

       

      
        
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                i)

              	
                Pension/Superannuation.
                  The Company shall contribute on a monthly basis to
                  either:

              


      

       

      
        	 	
                i)

              	
                the
                  Executive’s personal pension scheme comprised within the Company-sponsored
                  group personal pension arrangement; or


              


      

       

      
        	 	
                ii)

              	
                at
                  the written request of the Executive, to any personal pension scheme
                  previously nominated by the Executive to the Company in
                  writing,

              


      

       

      at
        the
        minimum rate required to satisfy the mandatory regulatory requirements of
        the
        Executive’s country of tax residence.

       

      
        	 	
                j)

              	
                Accommodation
                  and Transportation Allowance.
                  Whilst residing in Jarkata, Indonesia, the Company shall provide
                  and
                  maintain rental accommodation, local transportation, and a driver
                  as per
                  normal and accepted expatriate policies within the industry. The
                  Executive
                  must obtain the approval of the Board Remuneration Committee prior
                  to
                  executing or renewing a lease on The Executive’s Company residence. Any
                  furniture and/or fixtures acquired on consignment by The Company
                  to
                  furnish The Executive’s Company residence shall belong to the
                  Company.

              


      

       

      
        	 	
                k)

              	
                Relocation/Resettlement
                  Expense. The
                  Company will cover all reasonable relocation and resettlement expenses,
                  including but not limited to preview trips, moving of household
                  items to
                  the Work Location, payment for tax return preparation in the Point
                  of Hire
                  location, and transportation of authorized accompanying dependants
                  to the
                  Work Location. 

              


      

       

      
        	 	
                l)

              	
                Business
                  Expense Reimbursement.
                  The Executive shall be reimbursed by the Company, on terms and
                  conditions
                  that are substantially similar to those that apply to other similarly
                  situated senior management employees of the Company, for reasonable
                  out-of-pocket expenses for entertainment, travel, meals, lodging
                  and
                  similar items that are consistent with the Company’s expense reimbursement
                  policy and actually incurred by the Executive in the promotion
                  of the
                  Company’s business.

              


      

       

      
        	
                32)

              	
                Termination;
                  Rights and Payments Upon Termination.
                   The Executive’s right to benefits and payments, if any, for periods
                  after the date on which the Executive’s employment with the Company
                  terminates (the “Termination Date”) as described in this Section 6 shall
                  be determined in accordance with this Section 6 and payable in
                  accordance
                  with the normal payroll practices of the Company. During the time
                  that
                  Severance Salary (if any), as set forth in paragraphs 6(c), (d)
                  and (e),
                  is being paid, if the Executive is not otherwise employed and receiving
                  medical, dental, life insurance and disability insurance benefits
                  (“Benefits”), the Executive shall be provided, at no expense to him and
                  with no reduction to his Severance Salary, with Benefits to the
                  same
                  extent and on the same terms as Benefits are then provided by the
                  Company
                  to executives employed by the Company or its
                  affiliates.

              


      

      


      
        	 	
                a)

              	
                Minimum
                  Payments.
                   If the Termination Date occurs for any reason, the Executive shall
                  be entitled to the following payments, in addition to any payments
                  or
                  benefits to which Executive may be entitled under the following
                  provisions
                  of this Section 6 (other than this Section 6(a)) or the express
                  terms of
                  any employee benefit plan or as required by
                  law:

              


      


      
        
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                i)

              	
                The
                  Executive’s earned but unpaid Annual Base Salary for the period ending on
                  the Executive’s Termination Date; 

              


      

      


      
        	 	
                ii)

              	
                Incentive
                  Bonus for the prior fiscal year, if any, in the event that the
                  Termination
                  Date occurs after the end of a fiscal year, but before the Incentive
                  Bonus
                  is actually paid; and

              


      

      


      
        	 	
                iii)

              	
                The
                  Executive’s unreimbursed business expenses and all other items earned and
                  owed to the Executive through and including all benefits which
                  have vested
                  as of the Termination Date.

              


      

      


      Payments
        to be made to the Executive pursuant to this Section 6(a) shall be made within
        30 days after the Termination Date.  Except as may be otherwise expressly
        provided to the contrary in this Agreement or as otherwise provided by law,
        nothing in this Agreement shall be construed as requiring the Executive to
        be
        treated as employed by the Company following the Termination Date for purposes
        of any employee benefit plan or arrangement in which the Executive may
        participate at such time.

      


      
        	 	
                b)

              	
                Termination
                  By The Company for Cause.
                   If the Termination Date occurs as a result of the Company’s
                  termination of the Executive’s employment for Cause, then, except as
                  described in Section 6(a) or as agreed in writing between the Executive
                  and the Company, the Executive shall not be entitled to further
                  benefits
                  or Severance Salary beyond the termination
                  date.

              


      

      


      
        	 	
                c)

              	
                Termination
                  for Death or Disability.
                   If the Termination Date occurs as a result of the Executive’s death
                  or Disability, then, except as described in Section 6(a) or as
                  agreed in
                  writing between the Executive and the Company, the Executive (or
                  in the
                  event of the Executive’s death, the Executive’s estate) shall be entitled
                  to the payment of Severance Salary (as defined in Section 6(g)
                  below and
                  payable in accordance with Section 5(a)) for three months immediately
                  following such Termination Date.  The Company’s obligations under
                  this Section 6(c) shall be reduced by any benefit that the Executive
                  or
                  the Executive’s estate, as applicable, may receive from insurance provided
                  by the Company for the Executive.

              


      

      


      
        	 	
                d)

              	
                Termination
                  by the Executive for Good Reason.
                   If the Termination Date occurs as a result of the Executive’s
                  termination of employment for Good Reason, then, unless otherwise
                  agreed
                  in writing between the Executive and the Company, the Executive
                  shall be
                  entitled to payment of Severance Salary (payable in accordance
                  with
                  Section 5(a)) for a period of six months following such Termination
                  Date.

              


      

      


      Should
        the termination occur pursuant to this Section 6(d) by the Executive for
        Good
        Reason due to a Change in Control, the Executive must exercise such right
        to
        terminate prior to, or concurrently with, the closing of the transaction
        that is
        the cause of such Change in Control.  Upon the Company’s receipt of an
        offer relating to a Change in Control, which the Company is willing to accept,
        the Company shall immediately give the Executive notice in writing that the
        Company intends to accept the offer and submit concurrently therewith a copy
        of
        all of the documents embodying the offer and make a full disclosure of all
        details of the offer. The Company shall also immediately submit a copy of
        all of
        the documents embodying any changes thereafter made to the offer and make
        a full
        disclosure of all details of such changes.


      
        
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                e)

              	
                Termination
                  Due to Performance.
                   If the Termination Date occurs as a result of Executive’s failure to
                  satisfactorily perform his substantive duties under this Agreement,
                  then,
                  except as described in Section 6(a) or as agreed in writing between
                  the
                  Executive and the Company, the Executive shall have no right to
                  payments
                  or benefits under this Agreement, and the Company shall have no
                  obligation
                  to make any such payments or provide any such benefits, for periods
                  after
                  the Termination Date, provided however that, for a termination
                  under this
                  provision, the Executive shall have 30 days after receipt of written
                  notification from the Company of such unsatisfactory performance
                  to cure
                  the same. The written notice shall specify the unsatisfactory performance
                  and identify what the Company considers to be the
                  cure.

              


      

      


      
        	 	
                f)

              	
                Termination
                  for Voluntary Resignation, Mutual Agreement or Other
                  Reasons.
                   If the Termination Date occurs as a result of the Executive’s
                  voluntary resignation, the mutual agreement of the parties, or
                  any reason
                  other than those specified in paragraphs (b), (c), (d) or (e) above,
                  then,
                  except as described in Section 6(a) or as agreed in writing between
                  the
                  Executive and the Company, the Executive shall have no right to
                  payments
                  or benefits under this Agreement, and the Company shall have no
                  obligation
                  to make any such payments or provide any such benefits, for periods
                  after
                  the Termination Date. 

              


      

      


      
        	 	
                g)

              	
                Definitions.
                   For purposes of this
                  Agreement:

              


      

      


      
        	 	
                i)

              	
                “Affiliate”
                  shall mean any Person (as defined in Section 6(g) below) that directly,
                  or
                  indirectly through one or more intermediaries, controls, or is
                  controlled
                  by, or is under common control with, such Person.  For purposes of
                  this definition, “control” of a Person shall mean the power, direct or
                  indirect, to (A) vote or direct the voting of 51% or more of the
                  voting
                  rights of such Person, or (B) direct or cause the direction of
                  the
                  management or policies of such Person, as
                  applicable;

              


      

      


      
        	 	
                ii)

              	
                “Cause”
                  shall mean:

              


      

      
        	 	
                (1)

              	
                The
                  Executive’s dishonesty, fraud or misconduct regarding the Company, the
                  Executive’s duties to the Company or with representatives of the Company;
                  

              


      

      


      
        	 	
                (2)

              	
                The
                  Executive’s breach of a material provision of this Agreement. The
                  Executive shall have 30 days after receipt of written notification
                  from
                  the Company of such breach to cure the same. The written notice
                  shall
                  specify the alleged breach and identify what the Company considers
                  to be
                  the cure;

              


      

      


      
        	 	
                (3)

              	
                The
                  Executive’s conviction of a felony crime; or


              


      


      
        
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                (4)

              	
                The
                  Executive’s chronic alcohol abuse or illegal drug
                  abuse.

              


      

      


      
        	 	
                iii)

              	
                “Change
                  in Control” shall mean a change in the beneficial ownership of the voting
                  stock of the Company that occurs as
                  follows:

              


      

      


      
        	 	
                (1)

              	
                any
                  Person other than the Company or its Affiliates, any entity owned,
                  directly or indirectly, by the stockholders of the Company in
                  substantially the same proportions as their ownership of stock
                  of the
                  Company, or any trustee or other fiduciary holding securities under
                  an
                  employee benefit plan of the Company or its subsidiaries or such
                  proportionately owned Partnership) becomes through acquisitions
                  of
                  securities of the Company the “beneficial owner” (as defined in Rule 13d-3
                  promulgated under the Securities Exchange Act of 1934, as amended),
                  directly or indirectly, of securities of the Company representing
                  51% or
                  more of the combined voting power of the then outstanding securities
                  of
                  the Company having the right to vote for the election of
                  directors;

              


      

      
        	 	
                (2)

              	
                the
                  stockholders of the Company approve a merger or consolidation of
                  the
                  Company with any Partnership that is not an Affiliate of the Company,
                  other than (I) a merger or consolidation which would result in
                  the voting
                  securities of the Company outstanding immediately prior thereto
                  continuing
                  to represent (either by remaining outstanding or by being converted
                  into
                  voting securities of the surviving entity) 51% or more of the combined
                  voting power of the voting securities of the Company or such surviving
                  entity outstanding immediately after such merger or consolidation,
                  or (II)
                  a merger or consolidation effected to implement a recapitalization
                  of the
                  Company (or similar transaction) in which no Person acquires 51%
                  or more
                  of the then outstanding securities of the Company having the right
                  to vote
                  for the election of directors; or

              


      

      


      
        	 	
                (3)

              	
                the
                  stockholders of the Company approve an agreement with any Partnership
                  that
                  is not an Affiliate of the Company providing for the sale or disposition
                  by the Company of all or substantially all of the assets of the
                  Company
                  (or any transaction having a similar
                  effect).

              


      

      


      
        	 	
                iv)

              	
                “Good
                  Reason” shall mean the occurrence of any of the following: (A) the
                  assignment to the Executive of duties that are materially inconsistent
                  with the Executive’s duties described in Section 2, including, without
                  limitation, a material diminution or reduction in the Executive’s office
                  or responsibilities or a reduction in the Executive’s rate of Annual Base
                  Salary, bonus or other compensation or a change in the Executive’s
                  reporting relationship (provided that the Company shall have 30
                  days after
                  receipt of written notification from the Executive of any such
                  action to
                  cure the same), (B) the occurrence of a Change in Control pursuant
                  to
                  which the Executive is not employed by the surviving entity, (C)
                  the
                  Company’s breach of a material provision of this Agreement (provided that
                  the Company shall have 30 days after receipt of written notification
                  from
                  the Executive of such breach to cure the same), or (D) the Company
                  becomes
                  insolvent or unable to pay its debts as they become due or the
                  stockholders of the Company approve a plan of complete liquidation
                  of the
                  Company; 

              


      


      
        
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                v)

              	
                “Disability”
                  shall mean the inability of the Executive to continue to perform
                  the
                  Executive’s duties under this Agreement on a full-time basis as a result
                  of mental or physical illness, sickness or injury for a period
                  of 90
                  calendar days within any 12-month period, as determined in the
                  sole
                  discretion of the Board; 

              


      

      


      
        	 	
                vi)

              	
                “Person”
                  shall mean an individual or a Partnership, association, partnership,
                  joint
                  venture, organization, business, individual, trust, or any other
                  entity or
                  organization, including a government or any subdivision or agency
                  thereof;
                  and

              


      

      


      
        	 	
                vii)

              	
                “Severance
                  Salary” shall mean the Executive’s current Annual Base Salary, as such
                  amount may be prorated for the number of months such salary is
                  payable

              


      

      


      Notwithstanding
        any other provision of this Agreement, the Executive shall automatically
        cease
        to be an officer of the Company and its Affiliates as of the Executive’s
        Termination Date and, to the extent permitted by applicable law, any and
        all
        monies that the Executive owes to the Company shall be repaid to the extent
        possible, through deduction of such amounts from any post-termination payments
        owed to the Executive pursuant to this Agreement.  Notwithstanding any
        other provision of this Agreement, the Company may suspend the Executive
        from
        performing the Executive’s duties under this Agreement; provided, however, that
        during the period of suspension (which shall end no later than the Executive’s
        Termination Date), the Executive shall continue to be treated as an employee
        of
        the Company for other purposes, and the Executive’s rights to compensation or
        benefits hereunder shall be in effect.

      


      
        	
                33)

              	
                Solicitation
                  Of Customers and/or Suppliers:
                  All records of the accounts of customers and/or suppliers, and
                  any other
                  books and records relating in any manner whatsoever to the Company’s
                  customers and/or suppliers, whether prepared by the Executive or
                  otherwise
                  coming into his possession, shall be the exclusive property of
                  the
                  Company. All such books and records shall be immediately returned
                  to the
                  Company by the Executive upon any termination of his employment.
                  Following
                  the Executive’s Termination Date and throughout the time the Executive
                  receives payment of Severance Salary (or, in circumstances not
                  requiring
                  the payment of Severance Salary, for a period of one year following
                  the
                  Executive’s Termination Date), the Executive shall not, either directly or
                  indirectly, participate in the
                  following:

              


      

      


      
        	 	
                a)

              	
                Information.
                  Make known to any person the names or addresses of any of the customers
                  and/or suppliers of the Company (and/or its Affiliates) or any
                  other
                  information pertaining to them; or,

              


      

      


      
        	 	
                b)

              	
                Solicitation.
                  Call on, solicit, or take away, or attempt to call on, solicit,
                  or take
                  away any of the Company’s (and/or its Affiliate’s) customers and/or
                  suppliers on whom the Executive called or with whom he became acquainted
                  during his employment with the Company, either for himself, or
                  for any
                  other person for the purpose of selling them products or services
                  sold to
                  them by the Company.

              


      


      
        
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                c)

              	
                Referral.
                  Refer any person or entity to such customers and/or suppliers for
                  the
                  purpose of selling them products or services sold to them by the
                  Company
                  (and/or its Affiliates).

              


      

      


      
        	 	
                d)

              	
                Solicitation
                  Of The Company’s Employees:
                  Solicit, or in any way hire, with or without solicitation, any
                  of the
                  Company’s (and/or its Affiliates) employees or independent contractors
                  in
                  any capacity.

              


      

       

      
        	
                34)

              	
                Inventions.
                  Any and all patents, copyrights, trademarks, inventions, discoveries,
                  developments, or trade secrets developed or perfected by the Executive
                  during or as the result of his employment with the Company shall
                  constitute “works for hire” and shall be the sole and exclusive property
                  of the Company. The Executive shall disclose all such matters to
                  the
                  Company, assign all right, title, and interest he may have in them,
                  and
                  cooperate with the Company in obtaining and perfecting any patent,
                  copyright, trademark, or other legal protection.
                  

              


      

       

      
        	
                35)

              	
                Damages,
                  Affiliates:
                  The parties recognize and agree that, the extent of damages to
                  the Company
                  in the event of a breach by the Executive of Sections 7 or 8, it
                  would be
                  impossible to ascertain and that there is, and will be, available
                  to the
                  Company no adequate remedy at law to compensate the Company in
                  the event
                  of any such breach. Consequently, the Executive agrees that in
                  the event
                  of a breach or threatened breach of such covenant, in addition
                  to any
                  other relief to which the Company may be entitled, the Company
                  shall be
                  entitled to enforce such provisions by injunctive or other equitable
                  relief ordered by a court of competent jurisdiction. The Executive
                  hereby
                  waives any bond in excess of $1,000 that may be required in connection
                  with said injunctive relief.

              


      

       

      
        	
                36)

              	
                Taxation.
                  All compensation payable under this Agreement shall be subject
                  to
                  customary withholding taxes and other employment taxes as required
                  in the
                  country of employment and the amount of compensation payable hereunder
                  shall be reduced appropriately to reflect the amount of any required
                  withholding. Except as specifically required herein, the Company
                  shall
                  have no obligation to make any payments to the Executive or to
                  make the
                  Executive whole for the amount of any required taxes. The Company
                  is not
                  responsible for any home country taxes of the Executive, nor will
                  it
                  accept any liability or costs whatsoever that the Executive might
                  incur
                  with the government in the country of employment in respect of
                  any
                  personal foreign earnings. The Executive is currently a tax resident
                  of
                  Singapore. If, as a direct result of the this agreement, the tax
                  residency
                  of the Executive is altered and results in a change to the net
                  compensation of the Executive under this agreement, the Company
                  shall
                  either gross up or gross down the Executive’s base salary so as to ensure
                  net compensation neutrality from the Executive’s
                  perspective.

              


      

       

      
        	
                37)

              	
                Applicable
                  Law.
                  This Agreement is executed in Singapore, and the laws of that country
                  shall govern its interpretation and effect. 

              


      

       

      
        	
                38)

              	
                Arbitration.
                  Any dispute or controversy arising out of or relating to this Agreement,
                  or any breach of this Agreement, shall be settled by arbitration
                  to be
                  held in Singapore. The arbitrator may grant injunctions or other
                  relief in
                  such dispute or controversy. The decision of the arbitrator shall
                  be
                  final, conclusive, and binding on the parties to the arbitration.
                  Judgment
                  may be entered on the arbitrator’s decision in any Court having competent
                  jurisdiction. The prevailing party shall be entitled to recover
                  from the
                  other party all costs and expenses incurred by the prevailing party
                  in
                  connection with such arbitration.

              


      

       

      
        
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                39)

              	
                Notices.
                  Any notices provided for in this Agreement shall be in writing
                  and shall
                  be deemed to have been duly received when delivered in person or
                  sent by
                  facsimile transmission, on the first business day after it is sent
                  by air
                  express courier service or on the second business day following
                  deposit in
                  the registered or certified mail system, return receipt requested,
                  postage
                  prepaid and addressed, in the case of the Executive to the most
                  recent
                  home address reflected in the Company’s records and in the case of the
                  Company to the following address:

              


      

       

      KAL
        Energy, Inc.

      World
        Trade Center, Level 14

      Jl.
        Jenderal Sudirman Kav 29-31

      Jakarta
        12920

      Indonesia

      


      or
        such
        other address as either party may have furnished to the other in writing
        in
        accordance herewith, except that a notice of change of address shall be
        effective only upon actual receipt.

       

      
        	
                40)

              	
                Assignment.
                  This Agreement shall inure to the benefit of and shall be binding
                  upon the
                  successors and assigns of the Company. Since this Agreement is
                  based upon
                  the abilities of and personal confidence in the Executive, he shall
                  have
                  no right to assign this Agreement or any of his rights hereunder
                  without
                  the prior written consent of the
                  Company.

              


      

       

      
        	
                41)

              	
                Severability.
                  If any provision of this Agreement shall be found invalid by any
                  court of
                  competent jurisdiction, such findings shall not affect the validity
                  of any
                  other provision hereof and the invalid provisions shall be deemed
                  to have
                  been severed herefrom.

              


      

       

      
        	
                42)

              	
                Waiver
                  of Breach.
                  The waiver by either the Company or the Executive of a breach of
                  any
                  provision of this Agreement shall not operate as or be deemed a
                  waiver of
                  any subsequent breach by either the Company or the Executive. Continuation
                  of payments hereunder by the Company following a breach by the
                  Executive
                  of any provision of this Agreement shall not preclude the Company
                  from
                  thereafter terminating said payments based upon the same violation.
                  

              


      

       

      
        	
                43)

              	
                Amendment.
                  This Agreement may be amended or cancelled by mutual Agreement
                  of the
                  parties in writing without the consent of any other
                  person.

              


      

       

      
        	
                44)

              	
                Construction.
                  No provision of this Agreement shall be construed against any party
                  merely
                  because that party or its/his counsel drafted or revised the provision
                  in
                  question.

              


      

       

      
        	
                45)

              	
                Headings.
                  The headings in this Agreement are solely for the convenience of
                  reference
                  and shall not affect its
                  interpretation.

              


      

       

      
        	
                46)

              	
                Counterparts.
                  This Agreement may be executed in any number of counterparts, each
                  of
                  which when so executed and delivered shall be an original, but
                  all such
                  counterparts shall together constitute one and the same instrument.
                  Each
                  counterpart may consist of a copy hereof containing multiple signature
                  pages, each signed by one party hereto, but together signed by
                  both of the
                  parties hereto.

              


      

       

      
        
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                47)

              	
                Other
                  Agreements.
                  This Agreement contains the entire agreement between the parties
                  concerning the subject matters herein, and supersedes any and all
                  prior
                  and contemporaneous oral and written agreements, including, without
                  limitation any severance agreements or arrangements between the
                  parties.
                  No verbal or other statements, inducements, or representations
                  have been
                  made to or relied upon by the Executive. The parties have read
                  and
                  understand this Agreement.

              


      

       

      
        	
                48)

              	
                Attorney’s
                  Fees.
                  In the event suit (or a similar proceeding in arbitration) is brought
                  to
                  enforce or interpret any part of this Agreement, the prevailing
                  party
                  shall be entitled to recover as an element of his costs of suit,
                  not as
                  damages, all reasonable attorneys’ fees to be fixed by the court. the
                  “prevailing party” shall be the party who is entitled to recover his costs
                  of suit, whether or not the suit proceeds to final judgment. A
                  party not
                  entitled to recover his costs shall not recover attorney’s fees. No sum
                  for attorney’s fees shall be counted in calculating the amount of a
                  judgment for purposes of determining whether a party is entitled
                  to
                  recover his costs or attorney’s
                  fees.

              


      

       

      
        	
                49)

              	
                Legal
                  Representation.
                  Each party is represented by its own separate legal counsel. Each
                  party
                  declares that, prior to the execution of this Agreement, they apprised
                  themselves of sufficient relevant data, through counsel or through
                  other
                  sources of its selection, in order that it might intelligently
                  exercise
                  its own judgment in deciding whether to execute, and deciding on,
                  the
                  contents of this Agreement. They further declare that their decisions
                  were
                  not based on or influenced by any declarations of representations
                  of the
                  other party hereto, or of the agents or employees of such other
                  party.

              


      

       

      
        	
                50)

              	
                Further
                  Acts.
                  Each party agrees to perform any further acts and to execute and
                  deliver
                  any documents that may be reasonably necessary to carry out the
                  provisions
                  of this Agreement.

              


      

       

      
        	
                51)

              	
                Compensation
                  Committee.
                  All executive contracts and terms require the approval of the Company’s
                  compensation committee.

              


      

       

      
        	
                52)

              	
                SEC
                  Regulations.
                  All executives deemed to be an insider of the Company need to meet
                  the
                  disclosure requirements of the Securities and Exchange Commission.
                  This
                  includes reporting of compensation under this agreement, transactions
                  with
                  related parties, and stock transactions on the Company’s
                  stock.

              


      

       

      [Signatures
        On Next Page]

       

      
        
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      IN
        WITNESS THEREOF, the Executive has hereunto set the Executive’s hand, and the
        Company has caused these presents to be executed in its name and on its behalf,
        all as of the day and year first above written.

       

      SIGNED
        for and on behalf of KAL Energy Inc.

      


      
        	
                /s/
                  William Bloking

              
	
                WILLIAM
                  F. BLOKING

              
	
                CHAIRMAN

              


      

      


      SIGNED
        by Executive

      


      I
        accept
        an offer of employment and agree to the terms and conditions set out in this
        Agreement and in Company Rules and Regulations as may be issued from time
        to
        time.

      


      
        	
                /s/
                  Andrew Caminschi

              
	
                Andrew
                  Caminschi