SCENARIO 1: All Payments by KFC to Make it Tax efficient *

KFCHolds 18% (Rp. 6,300) #

JMSI(Rp. 17,000)

LABEL 1 LABEL 2 LABEL 3LABELS

Rp. 35,000 (Assuming All combo First)

Rp. 14,500 (Existing)Rp. 2,500 (Additional)(Rp. 17,000 (Total)

Umbrella Agreement for CD Distribution

Agreement of Non-circumvention and

appointing JSMI as their distributors for KFC

Tri-Party Agreement on Label fee

Rp. 11,700

1A 1B

2B

2A3

(Rp. 11,700)

3 Agreements to be executed: Umbrella Agreement between

JMSI and KFC (For all CD selection and distribution): Rp. 17,000 by KFC to JSLI)

Agreement between Labels and JSMI appointing JSLI as distribution channel for CD in KFC

Triparty agreement allowing KFC to pay to Labels directly (Rp. 11, 700)

# ADDITIONAL: Charges for Vending Machine Other than the above, since KFC

has issues at point of Sales due to CD stock, KFC shall appoint JSLI to develop and place CD Vending Machines in all its stores for CD

For this, KFC shall pay to JSLI, Rp. 1,000 per CD sold through the vending machine

* Tax and Legal Advice to be obtainedJMSI: Total Rp. 18,000 per CD

DRAFT: SUBJECT TO FINALISATION

SCENARIO 2: All Payments by KFC to JMSI (Extra Tax Cost*)

KFCHolds 18% (Rp. 6,300) #

JMSIReceive Rp. 28,700Retain Rp. 17,000

LABEL 1 LABEL 2 LABEL 3LABELS

Rp. 35,000 (Assuming All combo First)

RetainRp. 14,500 (Existing)Rp. 2,500 (Additional)(Rp. 17,000 (Total)

Exclusive Distributor and Selection to KFC Network

(Rp. 12,500)

2 Agreements to be executed: Distribution Agreement between

KFC and JSLI (Rp. 28,700 Agency agreement between

Labels and JMSI (Rp. 11,700)

# ADDITIONAL: Charges for Vending Machine Other than the above, since KFC

has issues at point of Sales due to CD stock, KFC shall appoint JSLI to develop and place CD Vending Machines in all its stores for CD

For this, KFC shall pay to JSLI, Rp. 1,000 per CD sold through the vending machine

* Tax and Legal Advice to be obtained

Rp. 28,700 to JSLI

Agreement between Labels and JMSI for distribution of CDs

Pay to Labels:Rp. 11,700

1A 1B

2B2A

JMSI: Total Rp. 18,000 per CD (Before Tax)

DRAFT: SUBJECT TO FINALISATION