<PAGE>

                            PROJECT COOPERATION CONTRACT

                    CHINA UNICOM'S HEBEI GLOBAL SERVICE FOR MOBILE
                       TELECOMMUNICATIONS (GSM) NETWORK PROJECT



                         CHINA UNITED TELECOMMUNICATIONS CO.
                                         AND
             HEBEI UNITED TELECOMMUNICATIONS ENGINEERING COMPANY LIMITED



                                   FEBRUARY 9, 1996



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                                       CONTENTS


Article I          Definitions and Interpretation
Article II         Representations and Warranties
Article III        Covenants of Both Parties
Article IV         Contract and Its Attachment
Article V          Basic Content of the Contract
Article VI         Content Outline of the Project
Article VII        Providing Construction and Operating Capital
Article VIII       Project Construction
Article IX         Project Operation
Article X          Project Asset Ownership
Article XI         Rights and Obligations
Article XII        Working Group
Article XIII       Profit Distribution
Article XIV        Project Expansion
Article XV         Asset Transfer & Grant
Article XVI        Insurance
Article XVII       Confidentiality
Article XVIII      Force Majeure
Article XIX        Violation of the Contract
Article XX         Termination of the Contract
Article XXI        Governing Law
Article XXII       Dispute Settlement
Article XXIII      Term and Effective Date of the Contract
Article XXIV       Fulfillment of the Responsibilities After Termination of the
                   Contract
Article XXV        Transfer and Change of the Contract
Article XXVI       Complete Contract
Article XXVII      Miscellaneous

Attachment 1       Financial Implementation Details



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Party A: China United Telecommunications Co. ("Party A")
Address: 15 Yang Fang Dian Road, Fu Wai Street, Beijing, PRC
Zip Code:
Legal Representative:  Zhao Weichen
Position: Chairman
Telephone:
Fax:

Party B: Hebei United Telecommunications Engineering Company Limited
         ("Party B")
Address: 11 Zhong Shan Xi Road, Shijiazhuang, Hebei Province
Zip Code:
Legal Representative: Ye Yunyun
Position: Chairman
Telephone:
Fax:

Pursuant to PRC laws and regulations, subject to the principles of fair profit
sharing, sincere cooperation, and, after amicable negotiations, both Party A and
B have agreed to enter into the following contract to develop the China UNICOM's
Hebei Global Service for Mobile Telecommunications (GSM) Network Project.

                                      ARTICLE I
                                     DEFINITIONS:

1.  Unless the context, including the recitals, in this contract require
    otherwise, the following words and expressions shall have the meanings
    shown below:

    (1). "THE PROJECT" indicates the China UNICOM's Hebei Global Service for
         Mobile Telecommunications (GSM) Network Project which will cover 10
         cities or prefectures with 70,000 subscribers.

    (2). "THE CONTRACT" means the contract and all attachments signed by Party
         A and B regarding the China UNICOM's Hebei Global Service for Mobile
         Telecommunications (GSM) Network Project.  It is also called the
         "Master Contract".

    (3). "ATTACHMENT" means attachment 1 of the Master Contract.  It  is part
         of the contract and can not be separated.  When mentioning "the
         Contract", the attachment shall be included.



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    (4). "UPFRONT NETWORK CONNECTION FEE" indicates the special fund which will
         be used in the construction of telecommunications projects in
         accordance with the regulations issued by the relevant state
         authority.

    (5). "OPERATING REVENUES" mean the total revenues obtained through the
         operation of the project, including airtime revenues, monthly leasing
         revenues, handset sales revenues, SIM Card revenues, service revenues,
         etc.

    (6), "OPERATING COSTS AND EXPENSES" mean the costs and expenses occurred
         during project operation, including special network resource leasing
         expenses, postal and telecommunications public network calculation
         fees, depreciation, spare parts fees, power and fuel expenses, network
         maintenance and repair expenses, labor expenses (including salary,
         welfare, bonus and other compensation, etc.), business expenses,
         handset expenses, financial expenses, management expenses, sales
         expenses, business taxes and other various operating expenses.

    (7). "PROJECT CAPITAL" means all required capital for project construction
         and operation provided by Party B pursuant to the Contract

    (8). "PROJECT ASSETS" means total assets provided by Project Capital
         invested by Party B.

    (9). "CHINA UNICOM" indicates China United Telecommunications Co.

2.  The title of each article in the contract shall not be considered part of
    the contract, and shall not restrict, modify or affect the meaning of the
    contract.

                                      ARTICLE II
                            REPRESENTATIONS AND WARRANTS:

Both parties, or either party, upon execution of the Contract and thereafter,
represents and warrants that:

1.  Both entities are corporations duly incorporated and existing in good
    standing under the laws of the PRC, and have obtained the necessary
    business license from the Industry and Commerce Administration Department.
    Each party has its own company regulations and has maintained a good
    reputation in its own business field.  Both parties have the right to
    execute the contract, and the execution and fulfillment of this contract
    will not violate their respective corporate regulations.



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2.  Party B warrants that the execution and fulfillment of this contract will
    not be in conflict with any other contracts, agreements or letters of
    guarantee which have binding force on Party B or its assets.

3.  Party B warrants that, pursuant to its current financial and business
    situation, it has full power and authority to enter into and to perform
    under the Contract in accordance with its terms.  Further, it is possible
    and feasible for Party B to fulfill its responsibilities to provide the
    required capital for the construction and operation of the Project.

                                     ARTICLE III
                              COVENANTS OF BOTH PARTIES:

Party A and B guarantee the following upon the execution of the contract:

1.  Party B guarantees to provide all required capital for the construction and
    operation of the project pursuant to the schedule, method, and sub-amounts
    listed in the Contract.

2.  Party A guarantees to pay all payments due to Party B in accordance with
    the terms of the Contract.

3.  Both parties guarantee to fulfill all regulations issued by the Chinese
    government relating to the Contract.

                                      ARTICLE IV
                            CONTRACT AND ITS ATTACHMENTS:

The Contract and its attachments shall be deemed as a complete legal document of
this project upon execution by both parties.

                                      ARTICLE V
                            BASIC CONTENT OF THE CONTRACT:

Both parties agree that the contract shall include the following items:
1.  All contents described in the Contract shall be confirmed and agreed by
    both parties.

2.  Based on this contract, both parties will be responsible for the
    construction of the project while Party A will be responsible for project
    operation.


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3.  Party B will provide all required capital for the construction and
    operation of the project pursuant to the schedule, method, and sub-amounts
    listed in the Contract.

4.  Party A will pay all payments due to Party B in accordance with the terms
    of the Contract.

5.  Party B will be involved in the project construction through its Working
    Group pursuant to the Contract, and will supervise the operation of the
    project.

                                      ARTICLE VI
                           CONTENT OUTLINE OF THE PROJECT:

The Project includes, but is not limited to, the following contents:

1.  LOCATION OF THE PROJECT:

    The location of the Project will be Hebei Province, the People's Republic
    of China.

2.  SIZE OF THE PROJECT:

    (1). SIZE OF THE PROJECT:

         The total capacity which ensures the normal operation of the GSM
         network is 70,000 subscribers.  The initial phase will cover 7 cities
         with 40,000 subscribers and phase two will be increased to 70,000
         subscribers from the initial phase.

    (2). AMOUNT OF PROJECT CAPITAL:

         A.   The initial phase of the project requires an estimated investment
              of RMB 320 million.  The actual investment amount invested will
              be determined in the financial closing documents of the project
              approved by Party A.

         B.   Phase two of the Project requires an estimated investment of RMB
              280 million.  The actual investment amount invested will be
              determined in the financial closing documents of the project
              approved by Party A.



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   (3).  Once the Contract becomes effective, both parties shall further
         negotiate a technical proposal.  When approved, this proposal shall be
         signed by both parties and shall be included as an Attachment to this
         Contract.

                                     ARTICLE VII
                    PROVIDING CONSTRUCTION AND OPERATING CAPITAL:

Party B agrees that:

1.  Once the Contract becomes effective, Party B shall provide RMB 25 million
    start-up capital to begin the construction of the Project within 15 days.
    After the Contract becomes effective, Party A shall submit a funding usage
    plan to the Working Group within 10 days, and shall guarantee that such
    funds will be used in accordance with the preliminary design and estimation
    of the project.

2.  Party B shall fulfill its obligation to pay all expenses required to
    purchase any imported equipment and domestic corollary equipment,
    including, but not limited to, issuing the Letters of Credit pursuant to
    Article VIII of this Contract.

3.  Party A shall formulate (Party B will be involved if Party A requires) a
    fund usage plan for the construction of this Project based on the
    preliminary design agreed upon by the Working Group and approved by China
    UNICOM.  Such plan shall be examined by the Working Group and shall be
    approved by Party A.  Party B shall provide the required capital pursuant
    to this fund usage plan.

                                     ARTICLE VIII
                                 PROJECT CONSTRUCTION

1.  Both parties agree to complete this project in accordance with the
    following documents:  (1) the preliminary design and construction design of
    this Project approved by China UNICOM; (2) the Contract; (3) Certain
    regulations regarding the management of GSM construction issued by China
    UNICOM.

2.  Both parties agree that project construction includes, but is not limited
    to, the following:

    (1). The Working Group will appoint a qualified Chinese design institute to
         be responsible for related designs of project construction through a
         public auction.  The design shall be examined and approved by China
         UNICOM



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         pursuant to construction standards and procedures issued by the state
         authority and China UNICOM.

    (2). Construction and installation for the sub-projects, including building
         construction, pipeline and network construction, switchboard
         installation, accessory equipment installation, etc., and other
         construction work which must be done before formal operation.

    (3). Once construction is completed, the Working Group shall conduct
         initial testing and acceptance.  Party A shall arrange for testing and
         acceptance once approved by the Working Group.

    (4). After testing and acceptance of project construction, Party A shall be
         responsible for formulating the financial closing documents of this
         project.  These documents shall be examined by the Working Group
         first, and then submitted to China UNICOM for examination and
         approval.

3.  Party A shall be responsible for selecting imported equipment required by
    construction of this project through a public aucction, and Party B shall
    participate in this activity.  The equipment suppliers shall be determined
    by both parties.

4.  Party B approves any construction work completed by Party A before the
    execution of this Contract as long as such construction work is within the
    scope of the preliminary design and cost estimation.

                                      ARTICLE IX
                                  PROJECT OPERATION:

1.  When Party A commences operation of the network, Party A immediately
    obtains the right for project operation, management, and maintenance, and
    the right to receive revenues through network operation.

2.  Party A shall operate, manage and maintain the Project pursuant to China
    UNICOM's requirements regarding operation, management and maintenance of
    the Project and the related items listed in the Contract.  Party A shall
    also operate the network appropriately and reasonably in order to obtain
    the best benefit through this Project.



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                                      ARTICLE X
                               PROJECT ASSET OWNERSHIP

1.  Pursuant to the financial closing documents, Party A owns 30% of the
    Project Assets and Party B owns 70% of the Project Assets.  60% of the
    Project Assets owned by Party B will be transferred to Party A year by year
    through the method of paying Party B the "Distributable Cash Flow" from
    Party A in accordance with the regulations listed in Attachment 1 of this
    Contract.  Each year, the Project Assets transferred from Party B to party
    A shall be equal to the amount of the "Distributable Cash Flow" paid to
    Party B by Party A at that year.  Once the Project Assets transferred by
    Party B year after year accumulate to 60% of the entire Project Assets,
    such transfer shall be terminated.  The remaining 10% of the Project Assets
    owned by Party B shall be transferred to Party A without any condition
    after the Contract expires.

2.  The exercise of the asset ownership right by both parties shall not be in
    conflict with the following:

    (1). Asset transfer shall be in accordance with the terms of the Contract.

    (2). Any Party who obtains the asset from the other Party shall be entitled
         to the asset ownership on the part transferred.

    (3). Any Party will be able to exercise its right as listed in the
         Contract.

                                      ARTICLE XI
                               RIGHTS AND OBLIGATIONS:

Unless otherwise specified in the Contract, both parties shall be entitled to
the following rights and shall undertake the following obligations:

1.  Party A:

    (1). Shall be the owner of this Project and shall be responsible for
         project construction and operation.

    (2). Shall make all payments due to Party B in accordance with the terms of
         the Contract.

    (3). Shall obtain all approvals and permits required for the operation of
         the project, including the approvals from the State Radio Regulatory
         Department and Management Department of Telecommunications Industry.



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    (4). Shall obtain all import permits for purchasing imported equipment and
         other materials as well as network connection permits.

    (5). Shall obtain the frequency and number resources required by this
         project and handle other related matters regarding the interconnection
         between this Project and the post and telecommunications network.

    (6). Shall cooperate with the Working Group to develop this project
         pursuant to the terms of this Contract.

2.  Party B:

    (1). Shall provide the required capital pursuant to the regulations of this
         Contract.

    (2). Shall be involved in the purchase of the main equipment for this
         Project.

    (3). Shall participate in the Project construction, and shall supervise the
         operation and management of this Project through the Working Group.

    (4). Shall provide consulting services for project construction and
         operation.

    (5). Shall examine the project's preliminary design (including a budget
         estimate), the financial closing documents, the annual project budget
         and financial closing documents through the Working Group.

    (6). Shall cooperate with the Working Group to develop this project
         pursuant to the terms of this Contract.

3.  Each Party shall fulfill its own responsibilities on a timely basis to
    ensure that the construction and operation of the project proceed smoothly.

                                     ARTICLE XII
                                    WORKING GROUP:

1.  In order to settle any problems promptly during the construction and
    operation of the Project, both parties shall jointly establish a Working
    Group (hereafter referred to as the "Working Group").  Party B shall
    participate in the construction of the Project through the Working Group
    pursuant to Item 3 of this Article as well as supervise the operation of
    this Project.



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2.  Both parties will appoint 3 representatives to the Working Group.  These 6
    representatives shall be the formal members of the Working Group.  During
    the construction period, the Director of the Working Group shall be
    appointed by Party B and the Deputy Director shall be appointed by Party A.
    During the operation period, the Director of the Working Group shall be
    appointed by Party A and Deputy Director shall be appointed by Party B.

3.  Party B shall conduct its business within the following areas through the
    Working Group:

    (1). It shall examine the Project's preliminary design and construction
         design (including budget estimate).  It shall also participate in the
         formulation of the Project capital usage plan required by Party A and
         supervise Party A's implementation of this fund usage plan.

    (2). It shall participate in the initial testing and acceptance of the
         Project construction.

    (3). It shall examine the financial closing documents of the Project.

    (4). It shall examine the annual project budget and financial closing
         documents of the Project.

    (5). It shall resolve any major issues arising during Project construction,
         such as the changes of design, budget estimation, etc.

    (6). It shall be responsible for any other tasks assigned by both parties.

    Other than the above described responsibilities, it shall also examine and
    supervise all issues deemed necessary by both parties.

4.  The time, location, subject and agenda of the Working Group meetings shall
    be decided by the Director and Deputy Director of the Working Group.

5.  Both parties shall submit a list of the candidates who will participate in
    the Working Group respectively to the other Party within 7 days after this
    Contract becomes effective.

6.  The first Working Group meeting shall be held within 10 days after this
    Contract becomes effective.

7.  If 2/3 of the 6 members of the Working Group attend the meeting, such
    meeting shall be deemed effective.  Any resolutions passed by at least 2/3



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    of the 6 members of the Working Group shall be deemed effective.  If any
    member can not attend a meeting for any reason, he is allowed to appoint a
    representative to attend the meeting with a written notice.  His
    representative shall be entitled to have the same rights as other formal
    members of the Working Group.

8.  The Working Group may formulate its own working procedures, systems and
    other working contents if required.  However, these "self-made regulations"
    shall not be in conflict with PRC laws, regulations and policies regarding
    construction and operation of this Project.

                                     ARTICLE III
                                 PROFIT DISTRIBUTION

1.  Both parties agree to distribute the "Distributable Cash Flow" generated by
    this Project pursuant to Attachment 1 of this Contract.  The distribution
    proportion will be:  Party A gets 22% and Party B gets 78%.

2.  Party A shall pay all payments due to Party B pursuant to Attachment 1 of
    this Contract.

                                     ARTICLE XIV
                                  PROJECT EXPANSION:

If the market demand is greater than the capacity mentioned in Article VI, Item
2, and Party A decides to expand the project which will require additional
investment, party B shall have priority to invest in the Project under the same
condition.

                                      ARTICLE XV
                              ASSET TRANSFER AND GRANT:

During the term of the Contract, neither party shall transfer, present or sell
the assets to a third party without getting written approval from the other
party.

                                     ARTICLE XVI
                                      INSURANCE:

1.  Both parties shall select the appropriate type of insurance, insurance
    amounts and insurance clauses for project equipment.  The insurance
    premium shall be accounted for as part of construction and operating
    expenses.  The insurance beneficiary shall be identified  in the insurance
    contract.


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2.  Party A or Party B (which shall be decided according to the requirements of
    the insurance organizations.  If both parties can be the policyholders,
    Party A shall purchase insurance) shall purchase insurance from insurance
    companies in China to insure the equipment or assets of this project for
    the full amount based on the type of insurance, insurance amount and
    insurance clauses selected by both parties.   During the construction of
    this project, Party B shall be the policyholder and shall pay for the
    insurance premium, and the amount shall be regarded as part of its
    investment.  When Party A formally starts to operate the network, Party A
    shall be the policyholder and shall pay for the insurance premium, and the
    amount shall be regarded as part of Operating Costs and Expenses.

                                     ARTICLE XVII
                                   CONFIDENTIALITY:

1.  During the term of the Contract and three years after the termination of
    the Contract, both parties shall not disclose, release, or provide any
    information to a third party, which includes financial, business related,
    technological, managerial and other related documents and information
    obtained from the other party (either orally or in writing).

2.  The above confidential responsibilities shall exclude the following:

    (1). Information already known to the recipient of the Contract before the
         information is delivered by the other party of the Contract.

    (2). Any confidential information already in the public domain, or the
         release of information is not a mistake caused by the recipient of the
         Contract.

    (3). Information received from a third party outside of the Contract.
         Since no third party has responsibility to keep the information
         confidential, it may disclose or release this information to the
         recipient of the Contract.

    (4). The confidential information was developed alone by the recipient of
         the Contract.

    (5). One party of the Contract has obtained a written agreement from
         another party of the Contract to disclose or release any confidential
         information to a third party outside of the Contract.

3.  Disclosing, releasing or providing  confidential information shall be
    permitted in the following situations:



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    (1). It is required by documents issued by the government authority which
         is based on laws and regulations.

    (2). It is required to source orders, or to fulfill equipment purchase
         contracts or service contracts.

    (3). Confidential information has become public information through other
         methods without violating the confidentiality provisions.

    (4). Either party of the Contract may disclose certain confidential
         information to its technical consultants who are also subject to the
         same confidentiality provisions.

4.  Either party of the Contract may disclose certain confidential information
    to employees or contractors if required.  However, the employees or
    contractors shall be restrained by the same confidentiality provisions.

                                    ARTICLE XVIII
                                    FORCE MAJEURE:

1.  During the term of the Contract, if the performance of the Contract is
    prevented by any cause beyond its reasonable control including acts of
    earthquake, storms, war, fires, floods, strikes, riots, government martial
    law or other natural disaster and any other event which that party could
    not foresee at the time of executing this contract, both parties shall
    handle such matters pursuant to relevant Chinese regulations.

2.  The obligations of a party shall be terminated, in whole or in part, if its
    power to perform the terms of the  Contract is prevented by any course
    beyond its natural control.

3.  The party whose obligations are terminated by reasons of any such event
    shall notify the other party of the Contract of such event by telex or fax.
    In addition, it shall submit effective documents issued by government
    agencies related to such event within 30 days, stating the nature of the
    event, the reasons for the party's inability to fulfill its
    responsibilities or to delay the fulfillment of its responsibilities.  Both
    parties shall immediately resolve the situation to minimize all losses that
    may be incurred by such event.

                                     ARTICLE XIX
                              VIOLATION OF THE CONTRACT:



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1.  If the Contract or part of the Contract cannot be fulfilled due to one
    party's violation of the Contract, the violating party shall be responsible
    for compensating any direct losses.  If both parties violate the Contract,
    both parties shall pay for any compensation in accordance to the party's
    responsibilities based on the specific situation.

2.  Both parties agree that neither party has the right to terminate the
    Contract except for causes beyond its reasonable control, or due to severe
    violations of the Contract performed by both parties which result in the
    inability to fulfill the Contract.

                                      ARTICLE XX
                             TERMINATION OF THE CONTRACT:

1.  The contract may be terminated under the following situations, and with the
    consents of both parties:

    (1). If the normal operation of the Project is prevented by any of the
         force majeure events.

    (2). If the normal operation of the Project is prevented due to
         non-performance or violations of the Contract by Party A or Party B.

    (3). If the normal operation of the Project is prevented due to other
         reasons.  And both parties agree that there is not a future for
         further project development.

2.  If the time of termination is during the investment repayments period, the
    following method shall be applied:

    At the time of termination agreed by both parties, if the accumulative
    amount of project construction fees, consultant fees and service fees made
    by Party A to Party B is less than the Project Capital, then party A shall
    pay to Party B an amount of money within 60 days after the termination of
    the contract in accordance with the following calculation:

    Due payment amount = (Project Capital - Paid Project Construction Fees,
    Consultant Fees and Service Fees) + (Project Capital - Paid Project
    Construction Fees, Consultant Fees and Service Fees) x (bank deposit
    interest/day) x (number of days from the termination date of this contract
    to the date of paying such Due payment amount to Party B)

                                     ARTICLE XXI


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                                    GOVERNING LAW:

This contract shall be governed by and interpreted in accordance with the laws
of the PRC.

                                     ARTICLE XXII
                                 DISPUTE SETTLEMENT:

1.  Any disputes, differences in opinion, or conflicts arising out of the
    Contract during the fulfillment of the Contract shall, to the fullest
    extent possible, shall be settled amicably by negotiation and discussion
    between the parties.

2.  If such disputes, differences in opinion, or conflicts can not be settled
    by amicable agreement within 60 days of one party submitting a written
    notice to the other party, it shall be submitted to the Beijing Arbitration
    Committee for arbitration.

3.  The arbitration shall be conducted under "PRC Arbitration Law".

4.  Any decision taken by the arbitrators will be final, binding and
    conclusive.

5.  The arbitration fee shall be paid by the party who loses the case.

6.  During the process of arbitration, both parties shall continue to operate
    the Project in accordance with the Contract, except for the part currently
    under arbitration.

                                    ARTICLE XXIII
                                 TERM OF THE CONTRACT

1.  The Contract shall be deemed effective upon execution of the Contract by
    Party A and Party B.

2.  The term of this contract commences on the effective day, and terminates 15
    years from the date of formal operation of the project.

                                     ARTICLE XXIV
        FULFILLMENT OF THE RESPONSIBILITIES AFTER TERMINATION OF THE CONTRACT:

1.  Upon termination of the Contract and pursuant to the terms of the Contract,
    if there are unfulfilled responsibilities according to the Contract by
    either party, such party shall fulfill any remaining obligations (including
    payments owed by Party A to Party B during the term of the Contract).



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2.  Before one party has completely fulfilled its obligations, the other party
    still has the binding right toward that party on any unfinished
    obligations.






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                                     ARTICLE XXV
                         TRANSFER AND CHANGE OF THE CONTRACT

Neither Party A nor Party B shall transfer the Contract, any portion of the
Contract, any right, profit or obligations specified by the Contract to a third
party without prior written consent from the other Joint Venture party.

                                     ARTICLE XXVI
                                  COMPLETE CONTRACT

The Contract and its Attachments are the only contract regarding this project
signed by Party A and Party B.

                                    ARTICLE XXVII
                                    MISCELLANEOUS

1.  Any amendments to the Contract shall only become effective after such
    amendments are signed by authorized persons from both parties.

2.  Further negotiations regarding the Contract's technical attachment shall be
    proceeded by both parties once the Contract has been signed and becomes
    effective, and it shall be executed upon mutual agreements.  This technical
    attachment shall be one of the attachments of this Contract once it has
    been signed.  Both parties shall fulfill their responsibilities pursuant to
    this Contract prior to the execution of this technical attachment.

3.  Any notice, request, or communications to be given under this contract
    shall be sent by registered mail, and shall be written in Chinese.
    Telegram, telex and fax are acceptable.  However, the original copy shall
    be sent by registered post to each party.  Any telex, telegram, fax and
    registered mail shall be sent to the following address:

    Party A:    China United Telecommunications Co.
    Address:    15 Yang Fang Dian Road, Fu Wai Street, Beijing, PRC
    Zip Code:   100038
    Receiver:   General Manager
    Fax:        010-3242879

    Party B:    Hebei United Communications Engineering Company Limited
    Address:    248 He Ping Xi Road, Shijiazhuang, Hebei, PRC
    Zip Code:   050071
    Receiver:   General Manager
    Fax:        0311-7044228


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4.  The notice shall be effective from the date of receipt of such post.

5.  This contract is written in Chinese and has two copies.  Each party holds
    one copy, and each copy has equal legal force.

6.  This contract has been signed on February 9, 1996 by representatives of
    Party A and party B at Beijing, the People's Republic of China.





Party A:   China United Telecommunications Co.
Representative:  Guo Huanmin


Party B:  Hebei United Telecommunications Engineering Company Limited
Representative:  Ye Yunyun





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