REQUEST & AGREEMENT for PROVISION OF NOMINEE SERVICES The Principal requests the Firm to nominate such corporate or personal nominees as the Firm in its absolute discretion shall determine in relation to the Company or the Trust, as the case may be. In consideration of the Firm agreeing to make such nomination and in consideration of the Nominee agreeing to accept such nomination, the Principal agrees to be bound by the Firm's standard terms and conditions set out below. STANDARD TERMS AND CONDITIONS 1. DEFINITIONS "Annual Charges" means the basic annual charges specified by the Firm from time to time and for any appointment accepted by the Nominee; "the Authorised Person" means the person or persons specified in Schedule 4 who is or are expressly authorised to give instructions to the Firm or the Nominee on behalf of the Principal or such other person or persons as may be notified in writing by the Principal to the Firm from time to time; "the Company" means the company or each company, if any, specified in Schedule 2; "the Firm" means any and all of the following companies: TrustNet (Cook Islands) Limited, TrustNet (British Virgin Islands) Limited of TrustNet Chambers, TrustNet (Hong Kong) Limited, TrustNet (Singapore) Pte Limited, TrustNet (Samoa) Limited; "the Nominee" means any and all of the persons, firms or companies, nominated or appointed by the Firm to perform any Services pursuant to the Request, or any substitute or additional Nominee appointed pursuant to this Request and Agreement; "the Principal" means the person or each person specified in Schedule 1 who has made the Request together with that person's assigns, personal representatives and successors; "the Request" means the request for the provision of nominee services set out above; 3172-96 Nominee Services Agreement "the Services" means any acts done or to be done, or services performed or to be performed as a consequence either directly or indirectly of the nominee accepting, continuing or retiring from any appointment in relation to the Company or the Trust; "the Trust" means the trust or each trust, if any, specified in Schedule 3. 2. ANNUAL CHARGES In consideration of the payment of the Annual Charges (which are appointment fees only), the Firm shall provide a Nominee and procure that the Nominee will, subject to the terms of this Request and Agreement, act as nominee in relation to the Company or the Trust or both, as the case may be, and provide the Services during the period in respect of which the Annual Charges are paid. The Annual Charges are payable in advance and the Firm shall not be required to refund any part of the Annual Charges upon termination of the appointment of the Nominee or the provision of the Services pursuant to any provision of this Request and Agreement or otherwise, except that if termination occurs after six (6) months, a pro-rated account of the Annual Charges shall be refunded to the principal. 3. ADDITIONAL CHARGES Additional charges may be made from time to time for all Services performed by the Nominee, and the amount of such additional charges will be based upon the time required to perform such Services. The Firm shall be entitled to bill in advance on account of all anticipated disbursements to be incurred during the following year. 4. PAYMENT OF CHARGES Fee invoices for the Annual Charges and any additional charges will be rendered in the name of the Firm or any of its nominees. Fee invoices may, at the request of the Principal, be made out against a party other than the Principal. The Principal will nonetheless remain primarily responsible for payment of all fee invoices rendered by the Firm pursuant to this Request and Agreement and settlement of any fee invoices shall not be in any way contingent upon the approval of the same by the Company or any of its directors, shareholders, the trustees of the Trust or any other person. 5. INSTRUCTIONS The Principal shall ensure that instructions are given to the Firm or the Nominee in such manner as may be required by the Firm or the Nominee. The Firm or the Nominee is expressly authorised to act on verbal instructions or on instructions communicated in any other manner 3172-96 Nominee Services Agreement whatsoever (including by telefax, telex, electronic mail, telegram cable or letter) by or on behalf of the Principal or the Authorised Person (or which the Firm or the Nominee has reasonable grounds to believe were communicated by or on behalf of the Principal or the Authorised Person whether authenticated or not), but it is recognised by the Principal that the Firm or the Nominee will usually require written instructions from the Principal or Authorised Person. The Firm or the Nominee may at any time at their discretion refuse to comply with any instructions of the Principal or the Authorised Person or refrain from doing any act if in their opinion such instructions or the implementation thereof or such act will or may contravene any law or regulations or the public policy of any jurisdiction or the Firm or the Nominee's own ethical standards or are otherwise deemed improper by the Firm or the Nominee. 6. EXCLUSION OF LIABILITY In the absence of actual fraud by the Firm or the Nominee, neither the Firm nor the Nominee shall be liable to the Principal or to the Authorised Person in respect of anything done, declined or omitted to be done by the Firm or the Nominee and in the absence of actual fraud by the Firm or the Nominee neither the Principal nor any Authorised Person directly or indirectly shall initiate or participate in any actions or proceedings against the Firm or the Nominee in respect of anything done, declined or omitted to be done by the Firm or the Nominee. 7. UNDERTAKING The Principal undertakes and warrants: 8. (a) That all the acts required to be done by the Nominee will comply with all laws affecting or binding upon the Company, the Trust, the trustees of the Trust, the Firm, the Nominee, the Principal and the Authorised Person, and that all statements and documents which the Nominee is requested to sign will be true and accurate in all respects; and (b) To provide the Firm with all information and do all things necessary to enable the Firm and/or the Nominee to provide the Services in compliance with all laws affecting or binding upon the Firm, the Nominee, the Company, the Trust, the trustees of the Trust, the Principal and the Authorised Person; INDEMNITY 3172-96 Nominee Services Agreement Except for circumstances caused by fraud on the part of the Firm or the Nominee, the Principal will indemnify, and keep indemnified, to the fullest extent permitted by law, both the Firm and the Nominee against all actions, suits, proceedings, claims, demands, liabilities, costs, expenses, charges, damages and losses (including, without limiting the foregoing, legal fees, costs and disbursements and any liability to any governmental authority) which may be taken or made against or incurred by the Firm or the Nominee directly or indirectly by reason of any appointment or nomination pursuant to this Request and Agreement or anything done or omitted to be done by the Firm or the Nominee in the course of providing the Services or in accordance with this Request and Agreement. This indemnity and the benefit of the Principal's other agreements and obligations contained in this Request and Agreement are continuing and shall survive the completion, execution and termination of this Request and Agreement. The indemnities and the other terms contained in this Request and Agreement shall be in addition to any and all rights to indemnity under the terms of the Trust or the Memorandum and Articles of Association of the Company and in law and nothing in the terms of this Request and Agreement and the Trust or the Memorandum and Articles of Association of the Company shall be construed as limiting each other. 9. LIEN The Principal hereby authorises the Firm or the Nominee to settle any fee invoices which have been rendered to the Principal, the Company, the Trust, the trustees of the Trust, or any person authorised to receive fee invoices on their behalf which remain unpaid for a period of more than three months, from any moneys held by the Firm or the Nominee on behalf of the Principal, the Authorised Person, the Company, the Trust, the trustees of the Trust or from any bank account of the Principal, the Authorised Person, the Trust or the trustees of the Trust which the Firm or the Nominee is authorised to operate. 10. SUCCESSORS, ASSIGNS AND OFFICERS Where two or more people are specified in Schedule 1, "the Principal" is a reference to each of them severally as well as to any two or more of them jointly and their obligations pursuant to this Request and Agreement shall be joint and several. The Principal shall not be permitted to transfer or otherwise assign its obligations under this Request and Agreement without the written consent of the Firm. 3172-96 Nominee Services Agreement The benefit of the Principal's agreements and obligations herein contained shall not be affected by any change in the structure of the Firm, and shall be for the benefit of any Nominee which the Firm may substitute or add pursuant to the right herein contained. The indemnities protections and exculpations set out in this Request and Agreement shall be construed to include and be for the benefit of the Firm and the Nominee and for all their directors, officers, employees, agents, representatives and nominees, past, present and future. Where any Principal or Authorised Person is identified in this Request and Agreement by reference to any office or position then the person holding that office or position on the date of this Request and Agreement shall be a Principal or Authorised Person as the case may be and shall not cease to be a Principal or Authorised Person by virtue of the fact that they cease to hold any such office or position. 11. VARIATIONS OF CHARGES, TERMS AND CONDITIONS The Firm may vary the Annual Charges from time to time and may also vary these standard terms and conditions by altering, adding to or deleting any or all of them or making any new terms and/or conditions, and may also appoint a substitute to act in the place of an existing Nominee or may appoint additional Nominees provided that any change be notified to the principal. A copy of the current version of the standard terms and conditions and of the scale of Annual Charges is available for inspection at the Firm's office during business hours. 12. TERMINATION The Firm or the Nominee may at any time revoke the nominations and/or terminate the performance of any Services and/or terminate any Nominee's appointment in relation to the Company or the Trust without giving any reason therefor and the Principal shall ensure that all such acts are done as may be necessary to give effect to such revocation and termination including securing any appointment of substitute directors, shareholders, company secretaries, registered office, Trustees, representatives for the Company as may be necessary in the circumstances to give effect to such revocation or termination. The Firm or the Nominee may require documents to be executed (in blank if required) to facilitate or give effect to these provisions, and the Firm and the Nominee are expressly authorised to date and to complete and utilise such documents upon such revocation or termination. The Principal may terminate the provision of the Services by notice in writing to the Firm with effect from the date notice is deemed to have been 3172-96 Nominee Services Agreement given to the Firm in accordance with the provisions of this Request and Agreement. The principal if he wishes shall be entitled to obtain documents executed in blank in relation to the registration of a Nominee as the director, the appointment of substitute directors and share transfer if applicable. Notwithstanding the termination of this Request and Agreement, the Principal shall remain liable to pay any Annual Charges or additional charges or any other sums payable to the Firm, subject to the provisions set out in clause 2 above. 13. RETAINER Neither the nomination nor the provision of the Services by the Nominee constitutes a retainer and the Firm reserves the right to provide services for other clients in matters affecting the Company or the Trust or the trustees of the Trust or the Principal or the Authorised Person, and the Firm shall not in any way be precluded from so doing by reason of Services previously performed or currently being performed. 14. DISCLOSURE The parties acknowledge that information relating to the establishment, constitution, business undertakings or affairs of the Company or the Trust may be divulged as required by law or as the Firm or Nominee deem necessary or incidental to: (i) the purposes of the Company or the Trust; (ii) assisting any federal, state, international or national authority to investigate or prosecute the Company or the Trust, the Principal, the Authorised Person or any person related to or interested in the Company or the Trust involved in drug trafficking, or money laundering or any other criminal activity; (iii) prevent or mitigate against the Firm or the Nominee being in contempt of any court or subject to any penalty not in the view of the Firm or the Nominee able to be paid, recouped or compensated for entirely from the assets of the Principal the Company or the Trust and entirely without recourse by any shareholders of the Company or any beneficiary of the Trust or any other person to the Firm or the Nominee; (iv) prevent or mitigate against any director, officer, employee, agent or representative of the Firm or the Nominee or director, 3172-96 Nominee Services Agreement or officer or employee of such agent or representative being subject to or sentenced in connection with a criminal conviction or subject to any order, penalty or punishment involving the loss of freedom of movement or personal liberty for any period and whether made in the exercise of the criminal or civil jurisdiction of any court. 15. NOTICES Any notice in writing given by any party to this Request and Agreement shall be deemed duly given if delivered personally, sent by prepaid airmail letter or sent by telefax, telex, electronic mail, telegram cable or letter to the Principal, the Firm or the Nominee at their respective addresses or (as the case may be) facsimile number set opposite their names in Schedule 1 or 5 to this Request and Agreement or at such other address or telexfax number as the recipient party may have given written notice to the other party as being an address or number for the receipt of notices. A notice given pursuant to this paragraph shall be deemed to have been given: 16. (a) in the case of personal delivery on the date of the delivery; (b) in the case of a prepaid airmail letter on the 10th business day after posting; (c) in the case of the telefax, telex, electronic mail, telegram or cable transmission on the day following proper dispatch by the sender of the transmission. LAW AND JURISDICTION This Request and Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified in Schedule 6 or in the event no jurisdiction is specified in Schedule 6 then the jurisdiction in which the Company was incorporated or subsequently migrated to or, in the case of the Trust, the laws of the jurisdiction in which the Nominee is incorporated and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of the courts of such jurisdiction and, at the election of the Firm, to any other court of competent jurisdiction PROVIDED that in no case other than in relation to any claims to indemnity or recoupment by the Firm or the Nominee pursuant to this Request and Agreement and in such cases only at the election of the Firm shall the parties to this Request and Agreement submit to the jurisdiction of any court in the United States of America or Canada or any State or province of the United States of America 3172-96 Nominee Services Agreement or Canada. 17. SCHEDULES The provisions of the schedules hereto shall form part of this Request and Agreement. Dated this 7th day of September 1998. This Request and Agreement has been executed on the date abovementioned. Signed for an on behalf of the Firm by NGARANGI TUAVERA-PITTMAN in the presence of: Signed for and on behalf of the Principal by in the presence of: 3172-96 Nominee Services Agreement ) ) ) ) ) ) ) ) SCHEDULES TO REQUEST AND AGREEMENT FOR PROVISION OF NOMINEE SERVICES SCHEDULE 1 [The Principal(s)] Name(s) Address(es) Method(s) of Identification Sukanto Tanoto c/- 105 Cecil Street #20-01/04 The Octagon Singapore 069534 SCHEDULE 2 [The Company] Name(s) Place(s) of Incorporation or Residence Norscan-Tech Limited Pec-Tech Limited Cook Islands Cook Islands SCHEDULE 3 [The Trust] Name(s) Address(es) N/A 3172-96 Nominee Services Agreement SCHEDULE 4 [The Authorised Person(s)] Name(s) Address(es) SCHEDULE 5 [The addresses and fax numbers of both the Firm and the Nominee] Any one of: - TRUSTNET (COOK ISLANDS) LIMITED CIDB Building PO Box 208 Avarua, Rarotonga COOK ISLANDS - Phone: (65) 438 3363 Fax: (65) 438 3373 Phone: (682) 21080 Fax: (682) 21087, 21080 - TRUSTNET (HONG KONG) LIMITED Unit 1204A, 12/F Peregrine Tower Lippo Centre 89 Queensway HONG KONG - Phone: (852) 2525 9991 Fax: (852) 2877 6852 - TRUSTNET (SAMOA) LIMITED Level 1 Central Bank of Samoa Building Beach Road PO Box 2033 Apia SAMOA Phone: (685) 20 224 Fax: (685) 20 225 TRUSTNET (BRITISH VIRGIN ISLANDS) LIMITED PO Box 3444 TrustNet Chambers Road Town Tortola BRITISH VIRGIN ISLANDS Phone: (1809) 494 5296 Fax: (1809) 494 5283 SCHEDULE 6 [Law and Jurisdiction] 3172-96 Nominee Services Agreement TRUSTNET (SINGAPORE) PTE LTD 50 Raffles Place 18th Floor Shell Tower SINGAPORE 048623 COOK ISLANDS 3172-96 Nominee Services Agreement