<PAGE>




Atlantic Cable Maintenance and Repair Agreement                    Exhibit 10.23
--------------------------------------------------------------------------------










ATLANTIC CABLE MAINTENANCE

AND

REPAIR AGREEMENT

(ACMA)






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Atlantic Cable Maintenance and Repair Agreement
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ATLANTIC CABLE MAINTENANCE AND REPAIR AGREEMENT

This Agreement is made as of the 20th day of January 1998 between the Parties
which have signed this Agreement and which are identified in Schedule A
attached.

WHEREAS:

A. the Parties wish to provide an arrangement for the Repair and Maintenance and
Improvement of Scheduled Cables for which the Maintenance Authorities are
responsible within the Area;

B. the basis of this arrangement is intended to be co-operative action among the
Parties for the mutual benefit of the Parties;

C. the Ship Operators operate Cable Ships to which the Maintenance Authorities
wish to have access under the terms of this Agreement;

D. this Agreement sets out the terms and conditions governing the availability
of the Cable Ships and the calculation and allocation of the costs connected
with their employment as well as the operating procedures necessary to carry out
the purpose of this Agreement;

E. this Agreement is intended by the Parties to cancel and supersede the
previous Atlantic Cable Maintenance and Repair Agreement dated 1 April 1989.

NOW IT IS AGREED by and between the Parties as follows:

ARTICLE 1         DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

In this Agreement the expressions set out below shall bear the following
meanings:

<TABLE>
<CAPTION>

<S>                                       <C>
"Accounting  Units"                       means units which are allocated to
                                          Scheduled Cables and their respective
                                          Maintenance Authorities; the values of
                                          these units are derived as specified
                                          in Schedule B and are listed in
                                          Schedules B1 and B2 as may be revised
                                          from time to time pursuant to this
                                          Agreement;

"Affiliate"                               means in relation to any Party any
                                          company or partnership which is a
                                          Subsidiary of such Party or a company
                                          or partnership of which such Party is
                                          a Subsidiary; or a company or
                                          partnership which is another
                                          Subsidiary of a company or partnership
                                          of which such Party is a Subsidiary;

</TABLE>


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Atlantic Cable Maintenance and Repair Agreement
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<TABLE>
<CAPTION>

<S>                                       <C>

"Agreement"                               means this Atlantic Cable Maintenance
                                          and Repair Agreement (ACMA), including
                                          the Schedules attached hereto and any
                                          subsequent amendments made hereto
                                          pursuant to the terms of this
                                          Agreement;

"Agreement Year"                          means any period of twelve calendar
                                          months ending on 31 December;

"Alternative Cable Ship"                  means a Cable Ship nominated as such
                                          by a Ship Operator pursuant to
                                          Articles 4.2.4(b) and 6;

"Area"                                    means the ACMA area, the geographical
                                          area which is the subject of this
                                          Agreement and identified as such on
                                          the map attached as Schedule D, which
                                          is bounded in the North by latitude
                                          64DEG.N, the east coast of Greenland
                                          to Cape Farvell, and latitude 60DEG.N
                                          from Cape Farvell to Cape Chidley in
                                          Canada; in the South by latitude
                                          40DEG.S; in the West by the eastern
                                          mainland coasts of North, Central and
                                          South America; and in the East by the
                                          west coast of Norway, latitude 62DEG.N
                                          to the Faeroe Islands, a direct line
                                          from the Faeroe Islands to the
                                          northernmost point of Great Britain,
                                          the west cost of great Britain, a
                                          direct line drawn from Falmouth in
                                          England to Brest in France, the west
                                          coast of France, the coast of
                                          Portugal, the west coast of Spain to
                                          Cape Trafalgar, a direct line drawn
                                          from Cape Trafalgar to Cape Spartel,
                                          the west coast of Africa to the Cape
                                          of Good Hope and thence a direct line
                                          due South to latitude 40DEG.S; the
                                          Management Committee may also agree to
                                          extend the Area further to include
                                          additional Scheduled Cables as
                                          requested by any Maintenance
                                          Authority;

"Appointed Party"                         means any Party appointed by the
                                          Management Committee to carry out
                                          a specific function under this
                                          Agreement, including but not limited
                                          to: the Central Billing Party, the
                                          Schedule B Party, the Schedule E
                                          Party, the Schedule H Party, the
                                          Schedule K Party and the Schedule L
                                          Party;

"Assigned Port"                           means the port from which a Cable Ship
                                          is at any given time required to
                                          operate under this Agreement pursuant
                                          to the Ships' Program and which may
                                          include, where appropriate, its Base
                                          Port;

</TABLE>

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<TABLE>
<CAPTION>

<S>                                       <C>
"Authorised Shipboard
Representative"                           means the person so designated by a
                                          Maintenance Authority pursuant to
                                          Article 10.2;

"Authorised Shore
Representative"                           means the person so designated by a
                                          Maintenance Authority
                                          pursuant to Article 10.2;

"Available"                               means, for a Cable Ship, when it is
                                          not unavailable for any of the reasons
                                          described in Article 7.1 and
                                          "Availability" shall be construed
                                          accordingly;

"Available Ship Days"                     means those days during an Agreement
                                          Year when the Cable Ships are
                                          Available;

"Base Port"                               means the port identified as such in
                                          Article 4.1.1, where the relevant
                                          Cable Ship will normally be based;

"Bearer Capacity"                         means capacity in a Scheduled Cable
                                          which is exclusive of capacity derived
                                          by the use of digital circuit
                                          multiplication equipment or similar
                                          device;

"Cable Ship"                              means any of the following vessels;

                                          BC Atlantida, which is owned and
                                          operated by TEMASA;

                                          CS Sir Eric Sharp, which is owned and
                                          operated by CWM;

                                          CS Global Link, which is owned by CS
                                          Global Link, L.P. and operated through
                                          its General Partner TCSC;

                                          CS Global Mariner, which is owned by
                                          CS Global Mariner, L.P. and operated
                                          through its General Partner TCSC;

                                          NC Leon Thevenin, which is owned by
                                          FCR and operated by FT;

                                          CS Sovereign, which is owned by BT and
                                          operated by CWM; for the purpose of
                                          this Agreement, BT shall be deemed to
                                          be the Shipowner;

"Central Billing Party"                   means the Maintenance Authority
                                          responsible for the performance of all
                                          billing and associated functions under
                                          this Agreement;

</TABLE>

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<TABLE>
<CAPTION>

<S>                                       <C>
"Confidential Information"                means any information related to this
                                          Agreement in whatever form about or
                                          concerning any Party or any of its
                                          Affiliates and any of that Party's
                                          contractors, sub-contractors,
                                          employees, servants or agents
                                          including, but not limited to,
                                          business products and methods of work
                                          of any of the aforesaid persons but
                                          not including any such information
                                          which:

                                          (a)    is or becomes generally
                                                 available to the public (other
                                                 than by reason of a breach of
                                                 this Agreement); and/or

                                          (b)    is known to the receiving or
                                                 acquiring party at the time of
                                                 its receipt or acquisition
                                                 without restriction; and/or

                                          (c)    is subsequently acquired from a
                                                 third party on terms that it
                                                 may be disclosed and/or used
                                                 where such third party is
                                                 lawfully entitled to disclose
                                                 on such terms; and/or

                                          (d)    is required to be disclosed by
                                                 a court of law, regulatory
                                                 authority or tribunal of
                                                 competent jurisdiction;

"C&MA"                                    means, for any Scheduled Cable, the
                                          construction and maintenance
                                          agreement, or equivalent governing
                                          agreement, which has been executed by
                                          the owners of that Scheduled Cable;

"Constructive Total Loss"                 means a situation where the cost of
                                          repairs to the Cable Ship and/or
                                          replacement thereof equals or exceeds
                                          the insured value;

"Eastern Zone"                            means that part of the Area which lies
                                          to the East of a direct line drawn
                                          from Reykjanes in south Iceland,
                                          through the approximate geographical
                                          mid-points of any transatlantic
                                          Scheduled Cables which such direct
                                          line crosses, to Belem in Brazil;

"Eastern Zone Party"                      means any of the Parties which are
                                          listed in Schedule B2;

"Fuel Used In Port While                  means fuel and lubricating oil used
On Standby"                               while a Cable Ship is on Standby in
                                          port and the coast of which is not
                                          included in Standing Charges or
                                          Running Costs;

</TABLE>


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<TABLE>
<CAPTION>

<S>                                       <C>

"LIBOR"                                   means the London Inter-Bank Offer Rate
                                          being the arithmetic mean, rounded to
                                          the nearest one sixteenth of one per
                                          cent, of the offered interest rates
                                          for US $10 million quoted by the
                                          market of five reference banks at 11am
                                          each working day; the banks are
                                          National Westminster Bank, Bank of
                                          Tokyo, Deutsche Bank, Banque Nationale
                                          de Paris and Morgan Guarantee Trust;

"Maintenance and
Improvement"                              means work, other than a Repair, which
                                          is carried out on an interruptible
                                          basis on a Scheduled Cable by a Cable
                                          Ship, and which is deemed by the
                                          relevant Maintenance Authority to be
                                          required in order to reduce the
                                          susceptibility of that Scheduled Cable
                                          to future service-affecting faults;

"Maintenance Authorities"                 means the Parties which are identified
                                          in Schedule B1 and/or B2 as having
                                          either sole or joint responsibility
                                          for the maintenance of a Scheduled
                                          Cable and "Maintenance Authority"
                                          shall mean any one of such Parties;

"Management Committee"                    means the ACMA Management Committee
                                          established pursuant to Article 3;

"Master"                                  means the person designated as such by
                                          the appropriate Ship Operator and
                                          charged with the responsibility for
                                          the safety and day-to-day operation of
                                          its Cable Ship and safety of Cable
                                          Ship personnel;

"Notional Capacity"                       means, for a Scheduled Cable, the
                                          quantity of Bearer Capacity which is
                                          identified as such in Schedule B1
                                          and/or B2 and which is either:

                                                 (i) specified as the notional
                                                 capacity in the relevant
                                                 C&MA; or

                                                 (ii)for Scheduled Cables not
                                                 having a specified notional
                                                 capacity, the quantity of
                                                 Bearer Capacity which is agreed
                                                 as such between the Management
                                                 Committee and the relevant
                                                 Maintenance Authority in
                                                 accordance with the provisions
                                                 of Paragraph 3.1.1 of Schedule
                                                 B;

</TABLE>

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<TABLE>
<CAPTION>

<S>                                       <C>
"Operation"                               means Repair, or Maintenance and
                                          Improvement, or other work of an
                                          interruptible nature performed under
                                          this Agreement;

"Operational Distance"                    means the distance from its Assigned
                                          Port to the place at which an
                                          Operation is carried out by a Cable
                                          Ship;

"Outside Work"                            means work outside the terms of
                                          this Agreement carried out by a Cable
                                          Ship and for which neither Standing
                                          Charges nor Running Costs are
                                          chargeable in any manner under this
                                          Agreement;

"Parties"                                 means the parties identified in
                                          Schedule A which have signed this
                                          Agreement on the signature pages
                                          hereto; it includes any party which is
                                          subsequently admitted under Article 27
                                          and has signed an agreement in the
                                          form provided in Schedule N hereto;
                                          "Party" shall mean any one of such
                                          Parties;

"Passage Time"                            means, as applicable:

                                          (a)    the period of elapsed time from
                                                 the departure time of a Cable
                                                 Ship from its Assigned or Base
                                                 Port until its arrival time at
                                                 the site of an Operation or
                                                 Outside Work; and/or

                                          (b)    the period of elapsed time from
                                                 the departure time of the Cable
                                                 Ship from the site of an
                                                 Operation or Outside Work until
                                                 its arrival time at its
                                                 Assigned or Base Port; and/or

                                          (c)    the period of elapsed time from
                                                 the departure time of the Cable
                                                 Ship from the site of an
                                                 Operation or Outside Work until
                                                 its arrival time at the site of
                                                 a different Operation or
                                                 Outside Work; and/or

                                          (d)    the period of elapsed time from
                                                 the departure time of the Cable
                                                 Ship from a specified point in
                                                 one Zone until its arrival time
                                                 at another specified point in
                                                 the same Zone; and/or

                                          (e)    the period of elapsed time from
                                                 the departure time of the Cable
                                                 Ship from a specified point in
                                                 one Zone until its arrival time
                                                 at a specified point in the
                                                 other Zone;

</TABLE>

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<TABLE>
<CAPTION>

<S>                                       <C>
"Refit"                                   means statutory maintenance work or
                                          any other maintenance work carried out
                                          on a Cable Ship and identified as
                                          "Refit" in the Ships' Program;

"Repair"                                  means work carried out on a Scheduled
                                          Cable by a Cable Ship and which is
                                          deemed by the relevant Maintenance
                                          Authority to be required in order to
                                          remedy a fault suffered by that
                                          Scheduled Cable;

"RFS Date"                                means, for a Scheduled Cable, the date
                                          at which the relevant Maintenance
                                          Authority and/or its co-owners (if
                                          any) agree to place such Scheduled
                                          Cable into operation for customer
                                          service;

"Running Costs"                           means incremental costs, which are
                                          over and above Standing Charges and
                                          the cost of Fuel Used In Port While On
                                          Standby, WHICH ARE ASSOCIATED WITH A
                                          SPECIFIC OPERATION OR ACTIVITY and
                                          incurred in connection with the
                                          operation of a Cable Ship and/or other
                                          related activities, including but not
                                          limited to the costs of the following:

                                          DURING AN OPERATION - IN PORT

                                          (a)    fuel used;

                                          (b)    lubricating oils used;

                                          (c)    loading and unloading a
                                                 Maintenance Authority's cable,
                                                 plant and equipment at a depot
                                                 and on a board a Cable Ship;

                                          (d)    agency fees for attending
                                                  departure/arrival;

                                          (e)    immigration charges and local
                                                 taxes;

                                          DURING AN OPERATION - AT SEA

                                          (f)     fuel used;

                                          (g)    lubricating oils used;

                                          (h)    additional personnel not
                                                 already included in Standing
                                                 Charges, and their associated
                                                 travel;

</TABLE>

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<TABLE>
<CAPTION>

<S>                                       <C>
                                          (i)    officer and crew overtime;

                                          (j)    victualling (either in full if
                                                 not already included in
                                                 Standing Charges, or for
                                                 additional personnel);

                                          (k)    port entry/exit charges
                                                 (including pilotage, tonnage
                                                 dues and light dues);

                                          (l)    at-sea insurance premiums;

                                          (m)    the Cable Ship's operational
                                                 communications charges;

                                          (n)    communications charges for the
                                                 Maintenance Authority's
                                                 representatives;

                                          (o)    victualling for the Maintenance
                                                 Authority's representatives;

                                          (p)    specialist services for weather
                                                 forecasting and navigation;

                                          (q)    specialist hired services to
                                                 assist with an Operation
                                                 (including guard boats, barges
                                                 and beach equipment);

                                          (r)    consumable stores (including
                                                 rope, cable stoppers,
                                                 damage/lost equipment and
                                                 jointing consumables supplied
                                                 by the Ship Operator);

                                          (s)    insurance deductibles;

                                          (t)    special war risk insurance
                                                 premiums;

"SCARAB Users Agreement"                  means the SCARAB III and IV Users'
                                          Agreement dated 28 February 1990;

"Schedule B Party"                        means the Party appointed, pursuant to
                                          Article 13, to prepare, revise and
                                          distribute Schedules B1 and B2;

"Schedule E Party"                        means the Party appointed, pursuant to
                                          Article 9.5, to prepare, revise and
                                          distribute Schedule E;

"Schedule H Party"                        means the Party appointed, pursuant to
                                          Article 20.3, to prepare, revise and
                                          distribute the Ships' Program in the
                                          format given in Schedule H;

</TABLE>

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<TABLE>
<CAPTION>

<S>                                       <C>
"Schedule K Party"                        means the Party appointed, pursuant to
                                          Article 20.6, to prepare, revise and
                                          distribute Schedules K1 to K5;

"Schedule L Party"                        means the Party appointed, pursuant to
                                          Article 20.4 to prepare, revise and
                                          distribute the "ACMA Fault Report" on
                                          an annual basis;

"Scheduled Cables"                        means the submarine telecommunications
                                          cables, or parts thereof, which are
                                          subject to this Agreement and
                                          identified as such in Schedules B1 and
                                          B2; "Scheduled Cable" shall mean any
                                          one of such Scheduled Cables;

"Ship Operators"                          means the Parties responsible for the
                                          operation of the Cable Ships and
                                          identified as such in this Article 1.1
                                          for the relevant Cable Ship; "Ship
                                          Operator" shall mean any one of such
                                          Parties;

"Shipowner"                               means a Party which owns a Cable Ship
                                          and which is identified as such in
                                          this Article 1.1 for the relevant
                                          Cable Ship;

"Ships' Program"                          means the graphical representation
                                          provided pursuant to Article 4.3 and
                                          20.3, and in the format of the pro
                                          forma which is attached as Schedule H,
                                          of the agreed Availability for the
                                          Cable Ships and/or Alternative Cable
                                          Ships (if any) for the relevant
                                          Agreement Year;

"Ship Schedule"                           means any of the Schedules C1 to C6
                                          inclusive which contain, among other
                                          things:

                                          (a)    certain operating conditions
                                                 under which the Ship Operator
                                                 makes its Cable Ship available
                                                 for the purposes of this
                                                 Agreement;

                                          (b)    a performance specification for
                                                 the relevant Cable Ship; and

                                          (c)    certain information required
                                                 for the purpose of calculating
                                                 Cable Ship costs;

"Spare Submersible Plant"                 means spare cable, repeaters,
                                          branching units, joint housings,
                                          terminations, jointing kits and
                                          consumables to be used in an
                                          Operation;

</TABLE>

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<TABLE>
<CAPTION>

<S>                                       <C>
"Specific Practices"                      means any submarine cable maintenance
                                          practices and equipment which are not
                                          included in Standard Practices;

"Specific Scheduled Cable"                means a Scheduled Cable which is
                                          identified as such in Annex 1 to
                                          Schedule E and which is not a Standard
                                          Scheduled Cable and which requires the
                                          use of Specific Practices in its
                                          maintenance;

"Standard Practices"                      means the submarine cable maintenance
                                          practices and equipment which are
                                          specified in Schedule E and which the
                                          Cable Ships are capable of supporting;

"Standard Scheduled Cable"                means a Scheduled Cable which is
                                          identified as such in Annex 1 to
                                          Schedule E and which is capable of
                                          being maintained in accordance with
                                          the Standard Practices;

"Standby"                                 means any period when a Cable Ship is
                                          not engaged on an Operation but is
                                          Available;

"Standing Charges"                        means the annual charge as specified
                                          in Schedule F, which is charged by a
                                          Ship Operator in connection with its
                                          Cable Ship and its associated
                                          services; Standing Charges include in
                                          particular, but are not limited to:

                                          (a)    depreciation on the capital
                                                 cost of the Cable Ship and
                                                 its equipment;

                                          (b)    interest on the capital cost of
                                                 the Cable Ship and its
                                                 equipment;

                                          (c)    the cost of repairs to the
                                                 Cable Ship and its equipment
                                                 and any essential renewals of
                                                 its equipment;

                                          (d)    the cost of Refit;

                                          (e)    the salaries, wages and
                                                 allowances (including liability
                                                 for pension contributions) and
                                                 travel costs of the permanent
                                                 officers and crew (as specified
                                                 in the relevant Ship Schedule)
                                                 of the Cable Ship;

                                          (f)    the cost of providing victuals,
                                                 water, shore power, stores and
                                                 other services to the normal
                                                 standards of each Ship
                                                 Operator;

</TABLE>

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<TABLE>
<CAPTION>

<S>                                       <C>
                                          (g)    the cost of port charges and
                                                 agency fees not included in
                                                 Running Costs, Base Port
                                                 charges and associated
                                                 headquarters charges;

                                          (h)    the cost of insurance
                                                 (excluding "at sea" insurance
                                                 which is included in Running
                                                 Costs) against such risks as
                                                 the Ship Operator decides to
                                                 insure by contract; or where
                                                 the Ship Operator decides not
                                                 to insure, an amount in lieu of
                                                 the cost of insurance to
                                                 compensate the Ship Operator
                                                 for carrying its own risks;

                                          (i)    the cost of all universal
                                                 jointing and in-service repair
                                                 equipment for Standard
                                                 Scheduled Cables which is
                                                 required for the Cable Ship, as
                                                 specified in the relevant Ship
                                                 Schedule;

"Subsidiary"                              means a company which is a subsidiary
                                          of another company if the latter owns
                                          legally or beneficially, directly or
                                          indirectly, the shares of the former,
                                          such share having the right to 50% or
                                          more of the voting rights under
                                          ordinary circumstances in a general
                                          meeting of shareholders; or a
                                          partnership which is owned by another
                                          entity if such entity owns at least
                                          50% of the partnership's units;

"Total Loss"                              means a situation where the Cable Ship
                                          is destroyed or so damaged as to cease
                                          to be a thing of the kind insured, or
                                          where the cost of repairs and/or
                                          replacement equals or exceeds the
                                          insured value;

"UJ"                                      means universal jointing which is
                                          required for the Cable Ships, as
                                          specified in Schedule E;

"UQJ"                                     means universal quick jointing which
                                          is required for the Cable Ships, as
                                          specified in Schedule E;

"Western Zone"                            means that part of the Area which lies
                                          to the West of a direct line drawn
                                          from Reykjanes in south Iceland,
                                          through the approximate geographical
                                          mid-points of any transatlantic
                                          Scheduled Cables which such direct
                                          line crosses, to Belem in Brazil;

"Western Zone Party"                      means any of the Parties which are
                                          listed in Schedule B1;

</TABLE>

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<TABLE>
<CAPTION>

<S>                                       <C>

"Wilful Misconduct"                       means any act (whether of commission
                                          or omission), approval or
                                          representation made by a Party
                                          pursuant to this Agreement and where
                                          such act, approval or representation
                                          is based upon the intentional or
                                          reckless disregard of good and prudent
                                          submarine telecommunications cable
                                          maintenance practice but shall not
                                          include any error of judgement or
                                          mistake made by any contractor,
                                          employee, agent or director in the
                                          exercise in good faith of any
                                          function, authority or discretion
                                          conferred upon a Party under this
                                          Agreement;

"Zone"                                    means either the Eastern Zone or the
                                          Western one;

"Zone Party"                              means either an Eastern Zone Party or
                                          a Western Zone Party..

</TABLE>


1.2      INTERPRETATION

         1.2.1 The Schedules attached and listed above form part of this
         Agreement and any Article which contains a reference to a Schedule
         shall be read as if the Schedule were set out at length in the body of
         the Article itself. Any reference to a Schedule is to a Schedule of
         this Agreement. Except where expressly stated otherwise, where a
         Schedule has been updated or amended pursuant to this Agreement any
         reference to that Schedule is a reference to the Schedule then
         currently in force.

         1.2.2 The headings in this Agreement are inserted for convenience only
         and shall be ignored in construing this Agreement.

         1.2.3 Any reference to an Article is a reference to an Article of this
         Agreement.

         1.2.4 In this Agreement, where the sense requires, words denoting the
         singular shall also include the plural and vice versa. References to
         persons shall include firms and companies and vice versa. Reference to
         the male shall include the female.

         1.2.5 This Agreement represents the entire understanding between the
         Parties in relation to the subject matter of this Agreement and
         supersedes all prior provisions, undertakings and agreements, whether
         oral or written, relating to these matters.

         1.2.6 The Parties hereby agree that this Agreement cancels and
         supersedes the previous Atlantic Cable Maintenance and Repair Agreement
         dated 1 April 1989.

ARTICLE 2         GENERAL CONDITIONS

2.1      Subject to the terms of this Agreement, the Ship Operators agree to
         provide, and the Maintenance Authorities agree to pay the costs (as
         defined in Article 15) of, the Cable

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         Ships and associated cable maintenance services which form the subject
         of this Agreement.

2.2      The Parties warrant that they are duly authorised to enter into this
         Agreement on behalf of themselves and on behalf of and in the name of
         the co-owners of the Scheduled Cables for which they are the
         Maintenance Authority and to give undertakings on behalf of and in the
         name of themselves and their co-owners.

2.3      Subject to the terms herein, this Agreement shall be open to all
         entities wishing to become a Party and which have responsibility for
         the maintenance of a submarine telecommunications cable which has been
         laid within the Area. Any entity wishing to become a Party and thereby
         enter a cable into this Agreement must bring the whole of that part of
         said cable which lies within the Area and for which it has maintenance
         responsibility into the Agreement as a Scheduled Cable. The bringing of
         any cable or part of a cable into this Agreement by any Party shall not
         however create an obligation on that Party to bring any other cable for
         which that entity has a maintenance responsibility, into this
         Agreement.

2.4      A Maintenance Authority may propose for inclusion in this Agreement as
         a Scheduled Cable a cable which is not situated within the Area. The
         Management Committee shall then consider and either approve or not
         approve the proposal.

2.5      Nothing in this Agreement shall prevent a Maintenance Authority from
         arranging, outside of the terms of this Agreement and at such
         Maintenance Authority's own expense, a repair or other work on a
         Scheduled Cable for which it is responsible.

2.6      No cable shall be permitted to be brought into this Agreement as a
         Scheduled Cable unless, at the date of its intended entry into this
         Agreement, it is reasonably demonstrated to the Management Committee
         that such cable is free of any fault in its submerged plant that would
         affects its ability to carry telecommunications traffic.

2.7      The parties agree that where a cable is brought into this Agreement as
         a Scheduled Cable and such Scheduled Cable has, at the date of its
         entry into this Agreement, already been qualified for jointing by means
         of existing UJ or UQJ technology, the Ship Operator shall implement the
         necessary additional jointing training and/or tooling required by the
         crew of a Cable Ship to permit that Cable Ship to carry out a Repair to
         such Scheduled Cable. The costs of such additional training and/or
         tooling is required by the crew of a Cable Ship assigned to the Western
         Zone, in proportion to the Accounting Units allocated to them in
         Schedule B1, or borne by the Eastern Zone Parties, if such additional
         training and/or tooling is required by the crew of a Cable Ship
         assigned to the Eastern Zone, in proportion to the Accounting Units
         allocated to them in Schedule B2. The provisions of this Article 2.7
         shall also apply to a Scheduled Cable which becomes qualified for
         jointing by means of existing UJ or UQJ technology during the term of
         this Agreement.

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2.8      Notwithstanding the provisions of Articles 6 and 14, in the event of
         the Parties requiring a cable ship, in addition to those Cable Ships
         listed in Article 1.1, to be permanently entered into this Agreement
         such additional cable ship shall only be entered subject to the
         following conditions:

         2.8.1 an amendment shall required to this Agreement in accordance with
         Article 27.1; and

         2.8.2 such additional cable ship shall be selected for inclusion in
         this Agreement only by means of an open tender invitation and
         adjudication exercise which shall be offered to all known qualified
         cable ship suppliers.

2.9      A cable shall be permitted to be brought into this Agreement as a
         Scheduled Cable prior to its RFS Date but after the completion of its
         laying operation. However, any Repair to such Scheduled Cable which is
         carried out prior to its RFS Date shall be carried out on an
         interruptible basis. The Standing Charges applicable to such Scheduled
         Cable shall be calculated and billed to the relevant Maintenance
         Authority on a pro rata daily basis for the period from its date of
         introduction into this Agreement until the RFS Date of such Scheduled
         Cable. Following the RFS Date of such Scheduled Cable, the normal
         procedures for the calculation and billing of Standing Charges shall
         apply.

2.10     Subject to Article 2.11, in the event that less than all of the parties
         listed in Schedule A sign this Agreement, this Agreement shall be
         effective only for those parties which have signed this Agreement.
         Those parties listed in Schedule A that fail to sign this Agreement
         shall not be deemed to be Parties to this agreement and none of the
         cables for which they are the sole Maintenance Authority shall be
         deemed to be Scheduled Cables. Any Scheduled Cable for which such
         non-signing party is a joint maintenance authority shall be deemed to
         be a Scheduled Cable only if such non-signing party's joint Maintenance
         Authority HAS signed this Agreement and agrees, for the purpose of this
         Agreement, to be deemed the sole Maintenance Authority for such
         Scheduled Cable.

2.11     This Agreement shall not come into force until:

         (a)      all Ship Operators have signed this Agreement; and

         (b)      Maintenance Authorities listed in Schedule A having
                  responsibility for at least 95% of the Accounting Units have
                  also signed this Agreement.

2.12     The coming into force of this Agreement pursuant to Article 2.11 shall
         be confirmed in writing to all Parties listed in Schedule A by the
         chairman of the Management Committee.

ARTICLE 3         THE MANAGEMENT COMMITTEE

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3.1      Each Party shall be entitled to be represented on the Management
         Committee.

3.2      Subject to the terms of this Agreement, the functions of the Management
         Committee shall be as follows.

         3.2.1 To co-ordinate and ensure the efficient management of all actions
         required by this Agreement.

         3.2.2 To ensure that each Cable Ship is appropriately assigned for the
         purposes of this Agreement and in particular to inform the Parties of
         the location of an Alternative Cable Ship if a Cable Ship if a Cable
         Ship is not Available or is temporarily removed from this Agreement for
         any reason.

         3.2.3 To decide upon any applications by a Party or a third party as
         required or permitted by this Agreement. For the avoidance of doubt,
         with respect to applications by maintenance authorities to become
         parties to this Agreement, the consent of the Management Committee
         shall not be unreasonably withheld.

         3.2.4 To provide the opportunity for any Party to advise the other
         Parties on any difficulties experienced in maintaining Scheduled
         Cables.

         3.2.5 To discuss non-binding recommendations on the standardisation of
         Repair techniques and the development of new techniques, and authorise
         such recommendations as necessary.

         3.2.6 To discuss non-binding recommendations for changes to the list of
         Cable Ship basic facilities detailed in Schedule E, and authorise such
         recommendations as necessary.

         3.2.7 To appoint or remove at any time and from time to time the
         Central Billing Party.

         3.2.8 To appoint or remove at any time and from time to time the
         Schedule B Party to be responsible for the preparation and revision of
         Schedules B1 and B2 and the distribution of the same to the Parties and
         the Central Billing Party pursuant to Article 13, and to review as
         necessary and approve said Schedules.

         3.2.9 To appoint or remove at any time and from time to time the
         Schedule E Party to be responsible for the preparation and revision of
         Schedule E and the distribution of the same to the Parties pursuant to
         Article 9.5, and to review as necessary and approve said Schedule E.

         3.2.10 To appoint or remove at any time and from time to time the
         Schedule H Party to be responsible for the preparation, revision and
         distribution of the Ships' Program.

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         3.2.11 To review as necessary and approve the Ships' Program prepared
         pursuant to Articles 4.3 and 20.3.

         3.2.12 To appoint or remove at any time and from time to time the
         Schedule K Party to be responsible for notifying the Maintenance
         Authorities of relevant Cable Ship movements pursuant to Article 20.6.

         3.2.13 To appoint or remove at any time and from time to time the
         Schedule L Party to be responsible for the preparation, revision and
         distribution of the annual "ACMA Fault Report" pursuant to Article
         20.4.

         3.2.14 To monitor the working of this Agreement and to discuss
         non-binding recommendations for suggested amendments to this Agreement
         and implement, such amendments as necessary in accordance with the
         terms of this Agreement.

         3.2.15 To monitor periodically, annually or as necessary, the
         distribution of Cable Ship coverage as detailed in Article 4.

         3.2.16 To perform annual budget reviews.

         3.2.17 To agree with the relevant Maintenance Authority the quantity of
         Bearer Capacity which will form the Notional Capacity applicable to any
         Scheduled Cable not having a specified notional capacity.

3.3      To assist it in carrying out its functions, the Management Committee
         may establish such sub-committees and working groups as it considers
         necessary or appropriate.

3.4      The procedures of the Management Committee shall be as follows:

         3.4.1 Management Committee meetings shall be held as often as
         circumstances require, but not less than once a year, at a time and
         place convenient to a majority of the members.

         3.4.2 No meeting of the Management Committee may take place without a
         quorum and a quorum for any Management Committee meeting shall consist
         of at least 50% of all Maintenance Authorities, where such Maintenance
         Authorities also have responsibility, or hold proxies for, at last 70%
         of the total Accounting Units as shown in Schedules B1 and B2.

         3.4.3 A Maintenance Authority shall be elected to serve as chairman for
         a term of twelve months by a simple majority of the votes cast by the
         members of the Management Committee present at the annual meeting in
         accordance with Article 3.4.4. The Maintenance Authority which is
         elected chairman shall not thereby lose its representation of the
         Management Committee, but shall be entitled to have additional
         representatives who may express the opinions of that Party and may cast
         that Party's vote.

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         3.4.4 Decisions by the Management Committee shall be subject, in the
         first place, to consultation among the Parties which shall make all
         reasonable effort to reach unanimous agreement with respect to the
         matters to be decided. However, in the event that agreement cannot be
         reached, the decision shall be taken on the basis of a vote. The vote
         shall be carried by a two-thirds majority of the votes cast and the
         number of votes cast by each Maintenance Authority, either in person at
         the meeting or by proxy, shall be considered to be equal to the total
         number of the Accounting Units in Schedules B1 and B2 which are
         assigned to that Maintenance Authority.

         3.4.5 If a Management Committee decision has to be taken before a
         meeting can be held, the chairman shall consult with all of the Parties
         inviting them to confirm their position in writing within 14 days of
         the chairman's request. Such consultation and response shall be carried
         out by fax, or such other medium as may be agreed by the Management
         Committee. Any decision so taken may be implemented as if taken at a
         meeting. Formal voting on such decision, in accordance with Article
         3.4.4, shall only be required if requested by one or more of the
         Parties. The chairman shall give prompt notice of the results of any
         such decision taken by correspondence in this way, and any decision so
         taken shall be binding on the Parties.

         3.4.6 No decision of the Management Committee, or any sub-committee or
         working group established by the Management Committee, shall over-ride
         any provision of this Agreement or in any way diminish the rights of,
         or prejudice the interests granted to, any Party to this Agreement.

         3.4.7 Notwithstanding Articles 3.4.4 and 3.4.5 above, issues affecting
         only the Eastern Zone shall be decided only by the Eastern Zone Parties
         and issues affecting only the Western Zone shall be decided only by the
         Western Zone Parties who shall reach a decision in accordance with the
         provisions of Articles 3.4.4 and 3.4.5 but with the number of votes
         cast by each Party being considered to be equal to the number of the
         Accounting Units in either Schedule B1 OR B2 which are assigned to that
         Party, depending on whether the matter to be decided is a Western Zone
         matter or an Eastern Zone matter, respectively.

ARTICLE 4         CABLE SHIP PORTS, ASSIGNMENT AND SHIPS' PROGRAM

4.1      BASE PORTS

         4.1.1 The Cable Ships and their respective Base Ports are as shown in
         the following table:

<TABLE>
<CAPTION>

           Cable Ship                    Base Port
           ----------                    ---------
           <S>                           <C>
           BC Atlantida                  Vigo, Spain;

</TABLE>

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         CS Sir Eric Sharp                   Ireland Island, Bermuda;

         CS Global Link                      Baltimore, Maryland, USA;

         CS Global Mariner                   Baltimore, Maryland, USA;

         NC Leon Thevenin                    Brest, France;

         CS Sovereign                        Portland, United Kingdom.

         4.1.2 Any Ship Operator may change the Base Port of its Cable Ship
         after having first obtained the necessary approval of the Management
         Committee, the Eastern Zone Parties or the Western Zone Parties as
         appropriate pursuant to Articles 3.4.4 to 3.4.7 inclusive, which
         approval shall not be unreasonably withheld or delayed. Any additional
         costs incurred by such Ship Operator as a result of such change of Base
         Port shall be borne wholly by the relevant Ship Operator.

         4.1.3 Given that new Scheduled Cables may be introduced into parts of
         the Area not well-covered at the inception of this Agreement, a
         Maintenance Authority may, after having first obtained the necessary
         apporval of the Management Committee, the Eastern Zone Parties or the
         Western Zone Parties as appropriate pursuant to Articles 3.4.4 to 3.4.7
         inclusive, request a Ship Operator to change the Base Port of its Cable
         Ship. Any change of Base Port shall also require the agreement of the
         relevant Ship Operator which shall not be unreasonably withheld or
         delayed and, upon being so requested, the relevant Ship Operator shall
         be entitled upon application to the Management Committee to
         re-imbursement of any reasonable and directly-incurred costs which
         arise from such request. The cost of such re-imbursement shall be borne
         by the Eastern Zone Parties in the event that such Cable Ship is
         re-assigned to a Base Port in the Eastern Zone pursuant to this Article
         4.1.3, or the Western Zone Parties in event that the Cable Ship is
         re-assigned to a Base Port in the Western Zone pursuant to this Article
         4.1.3, in proportion to the Accounting Units allocated to them in
         Schedule B1 or B2 as appropriate.

         4.1.4 A Ship Operator may assign a Cable Ship to another Assigned Port
         on a temporary basis. Such assignment shall require the necessary
         approval of the Management Committee, the Eastern Zone Parties or the
         Western Zone Parties as appropriate pursuant to Articles 3.4.4 to 3.4.7
         inclusive. In any case, such approval by the relevant Parties shall not
         be unreasonably withheld or delayed.

         4.1.5 After having first obtained the necessary approval of the
         Management Committee, the Eastern Zone Parties or the Western Zone
         Parties as appropriate pursuant to Articles 3.4.4 to 3.4.71 inclusive,
         the Eastern Zone Parties or the Western Zone Parties may request the
         Ship Operators to assign a Cable Ship to another Assigned Port on a
         temporary basis. Such assignment shall require the agreement of the
         relevant Ship

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         Operator which shall not be unreasonably withheld or delayed. In the
         event that such assignment to another Assigned Port, other than to the
         relevant Base Port, is requested pursuant to this Article 4.1.5, the
         relevant Ship Operator shall be entitled upon application to the
         Management Committee to re-imbursement of any reasonable and
         directly-incurred costs which arise from such request. The cost of such
         re-imbursement shall be borne by the Eastern Zone Parties in the event
         that the Cable Ship is re-assigned to an Assigned Port in the Eastern
         Zone pursuant to this Article 4.1.5, or the Western Zone Parties in
         event that the Cable Ship is re-assigned to an Assigned Port in the
         Western Zone pursuant to this Article 4.1.5, in proportion to the
         Accounting Units allocated to them in Schedule B1 or B2 as appropriate.

         4.1.6 After having first obtained the necessary approval of the
         Management Committee, the Eastern Zone Parties or the Western Zone
         Parties as appropriate pursuant to Articles 3.4.4 to 3.4.7 inclusive,
         any group of Maintenance Authorities may request a Ship Operator to
         assign a Cable Ship to another Assigned Port on a temporary basis. Such
         assignment shall require the agreement of the relevant Ship Operator
         which shall not be unreasonably withheld or delayed. In the event that
         such assignment to another Assigned Port, other than to the relevant
         Base Port, is requested by such group of Maintenance Authorities, the
         relevant Ship Operator shall be entitled upon application to the
         Management Committee to re-imbursement of any reasonable and
         directly-incurred costs which arise from such request. The cost of such
         re-imbursement shall be borne by that group of Maintenance Authorities
         requesting such Cable Ship re-assignment pursuant to this Article
         4.1.6, in proportion to the Accounting Units allocated to them in
         Schedule B1 or B2 as appropriate.

4.2      ASSIGNMENT OF CABLE SHIPS

         4.2.1 Subject to the terms of Article 4.1, the assignment of Cable
         Ships to Zones shall be as indicated in the following table:
<TABLE>
<CAPTION>

           Eastern Zone                       Western Zone
           ------------                       ------------
           <S>                                <C>
           CS Sovereign;                      CS Global Link

           NC Leon Thevenin;                  CS Global Mariner;

           BC Atlantida                       CS Sir Eric Sharp.
</TABLE>

         4.2.2 Subject to the provisions of Article 4.2.3, not less than two nor
         more than three Cable Ships shall be Available in each Zone for the
         Repair or Maintenance and Improvement of Scheduled Cables.

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         4.2.3 The Eastern Zone Parties may for the Eastern Zone, or the Western
         Zone Parties may for the Western Zone, agree in writing and in advance,
         that only one Cable Ship shall be Available in that Zone for periods
         not exceeding 15 (fifteen) days.

         4.2.4 In the circumstances when the minimum requirements specified in
         Article 4.2.2 for the Availability of Cable Ships cannot be met, and no
         agreement has been given in accordance with Article 4.2.3, the Ship
         Operators shall propose to the Management Committee either:

         (a)      a temporary reassignment of Cable Ships between the Zones; or

         (b)      the assignment to the Agreement of an Alternative Cable Ship
                  as detailed in Article 6;

         and any such temporary reassignment of a Cable Ship between Zones, or
         use of an Alternative Cable Ship, shall be subject to the approval of
         the Management Committee.

4.3      SHIPS' PROGRAM

         4.3.1 Pursuant to Article 20.3 and not later than two months before the
         beginning of each Agreement Year, the Schedule H Party shall prepare a
         schedule of Availability for the Cable Ships. This schedule of
         Availability shall take into account all periods of Standby, Refit and
         Outside Work and shall indicate the level of Cable Ship coverage.

         4.3.2 The schedule of Availability described in Article 4.3.1 shall,
         pursuant to Article 20.3 and not later than two months before the
         beginning of each Agreement Year, be presented to the Management
         Committee in the form of a draft Ships' Program.

         4.3.3 The Management Committee shall consider the draft Ships' Program
         and either approve it as submitted or refer it back to the Schedule H
         Party for revision. When approved, it shall become the Ships' Program.

         4.3.4 Proposals to change the Ships' Program may be made by any of the
         Maintenance Authorities and/or the Ship Operators to the Management
         Committee which shall decide to approve or not approve such proposals.

         4.3.5 All approved changes to the Ships' Program shall be reflected in
         the next issue of the Ships' Program.

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ARTICLE 5         OPERATIONAL USE OF CABLE SHIPS

PRIMARY USE AND CHARGES

5.1      The primary use of the Cable Ships shall be for Repair. For the
         duration of a Repair all Running Costs, including those for Passage
         Time and any applicable loading and unloading time, or mobilisation and
         de-mobilisation time, shall be borne by the Maintenance Authority
         responsible for the Scheduled Cable undergoing such Repair. Standing
         Charges shall be borne in accordance with the provisions of Article 16.

5.2      Subject, however, to the requirements of Articles 4.2.2 and 4.2.3 being
         satisfied, other Cable Ship activities may include the following:

         (a)      Maintenance and Improvement, on an interruptible basis; or

         (b)      other work of an interruptible nature which work may include,
                  but not be limited to, the recovery and/or disposal of a
                  former Scheduled Cable; or

         (c)      cable working exercises; or

         (d)      movement between or within Zones: or

         (e)      Refit; or

         (f)      Outside Work;

and the Cable Ship costs and their apportionment applicable to each of these
types of activity shall be as follows.

MAINTENANCE AND IMPROVEMENT OF SCHEDULED CABLES

         5.2.1 For the duration of an Operation for Maintenance and Improvement
         all Running Costs, including those for Passage Time and any applicable
         loading and unloading time, or mobilisation and de-mobilisation time,
         shall be borne by the Maintenance Authority responsible for the
         Scheduled Cable undergoing such Maintenance and Improvement. Standing
         Charges shall be borne in accordance with the provisions of Article 16.

OTHER WORK OF AN INTERRUPTIBLE NATURE

         5.2.2 For the duration of any other work of an interruptible nature as
         approved by the Management Committee, all Running Costs, including
         those for Passage Time and any applicable loading and unloading time,
         or mobilisation and de-mobilisation time, shall be borne by the
         Maintenance Authority responsible for such work or, in the case of the
         recovery or disposal of a former Scheduled Cable, by the former
         Maintenance Authority

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         responsible for such work. In any event, Standing Charges shall be
         borne in accordance with Article 16.

CABLE WORKING EXERCISES

         5.2.3 A Ship Operator may perform a cable working exercise for the
         purpose of crew training and/or equipment proving provided that:

         (a)      the relevant Ship Operator has provided the Management
                  Committee, in advance, with details of the nature and location
                  of the proposed cable working exercise; and

         (b)      approval has first been obtained from the Eastern Zone Parties
                  if the relevant Cable Ship is assigned to the Eastern Zone or
                  the Western Zone Parties if the relevant Cable Ship is
                  assigned to the Western Zone, which approval shall not be
                  unreasonably withheld or delayed; and

         (c)      for the duration of such cable working exercise, the
                  requirements of Articles 4.2.2 and 4.2.3 are satisfied; and

         (d)      the Cable Ship. for which such cable working exercise is being
                  requested, has not been involved in any relevant Operation or
                  Outside Work during the previous three months; and

         (e)      such cable working exercise is carried out on an interruptible
                  basis.

         During such cable working exercise, Standing Charges and Running Costs
         shall be borne in accordance with Articles 16 and 17. Such cable
         working exercises performed by any one Cable Ship shall not exceed 20
         (twenty) days in total for all exercises performed during any Agreement
         Year.

MOVEMENT BETWEEN OR WITHIN ZONES

         5.2.4 During periods of Availability for work on Scheduled Cables, and
         when it becomes necessary for a Cable Ship, with the approval of the
         Management Committee, to move between Zones, Standing Charges and
         Running Costs shall be borne in accordance with Articles 16 and 17.

         5.2.5 During periods of Availability for work on Scheduled Cables, and
         when it becomes necessary for a Cable Ship, with the approval of the
         relevant Zone Parties, to move within a Zone, Standing Charges and
         Running Costs shall be borne in accordance with Articles 16 and 17.

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REFIT

         5.2.6 Standing Charges for periods when a Cable Ship is undergoing
         Refit shall be borne in accordance with Article 16. Any Running Costs
         incurred during a period of Refit, commencing from the date of the
         approval by the Management Committee of the release of the Cable Ship
         from Availability and continuing until the date of written notification
         by the relevant Ship Operator to the Management Committee that the
         Cable Ship is again Available for work on Scheduled Cables, shall be
         borne by the relevant Ship Operator. Such Refit periods shall not
         exceed 90 (ninety) days in total for each of the Cable Ships during the
         term of this Agreement. Any period of Refit for any one Cable Ship
         which is in excess of 90 (ninety) days during the term of this
         Agreement shall be considered as Outside Work and Standing Charges
         and/or Running Costs for such excess period shall not be charged under
         this Agreement

OUTSIDE WORK

         5.2.7 Subject to the requirements of Articles 4.2.2 and 4.2.3 being
         satisfied, a Cable Ship may be used with the consent of the Management
         Committee which consent shall not be unreasonably withheld or delayed,
         for Outside Work. In addition:

                  5.2.7.1 no such consent by the Management Committee shall be
                  required in the case of the requisition of a Cable Ship by
                  order of a government;

                  5.2.7.2 for the duration of such Outside Work including any
                  Passage Time and any applicable loading and unloading time
                  pursuant to Article 5.2.8, or mobilisation and de-mobilisation
                  time, Standing Charges and Running Costs shall not be charged
                  under this Agreement except as provided for in Article
                  5.2.8.2; additionally, a credit for Standing Charges for the
                  period of Outside Work, calculated in accordance with Article
                  16.5, shall be applied.

LOADING AND UNLOADING TIME FOR OUTSIDE WORK

         5.2.8 In order to undertake Outside Work, it may be necessary for the
         Cable Ship to unload, and subsequently to re-load, submersible plant
         being held on board for the Repair of Scheduled Cables. In this event,
         the Cable Ship costs and their apportionment applicable to such loading
         and unloading time shall be as follows.

                  5.2.8.1 For the duration of such unloading period, Standing
                  Charges and Running costs shall not be charged under this
                  Agreement.

                  5.2.8.2 For the duration of such reloading period (when the
                  Cable Ship is Available for work on Scheduled Cables),
                  Standing Charges shall be charged under this Agreement and
                  borne in accordance with Article 16. Running Costs or

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                  Fuel Used In Port While On Standby incurred during such
                  re-loading period shall not be charged under this Agreement.

ARTICLE 6         USE OF ALTERNATIVE CABLE SHIPS

6.1      Subject to the approval of the Management Committee, and for such a
         period as the Management Committee shall approve, a Ship Operator may
         propose another cable ship from either its own fleet or another fleet
         as an alternative to its Cable Ship.

6.2      Any such Alternative Cable Ship shall comply with the provisions of
         Article 11.1 of this Agreement and shall be considered to be a Cable
         Ship for the purposes of this Agreement for such period as is approved
         by the Management Committee.

6.3      Any such Alternative Cable Ship shall throughout the period concerned
         operate from the Base Port of the Cable Ship which it temporarily
         replaces or from such other Assigned Port as may be approved by the
         Management Committee.

6.4      The Standing Charges and Running Costs of the Alternative Cable Ship
         shall not exceed those of the Cable Ship which it temporarily replaces
         and shall, for the duration of the temporary replacement, be
         substituted for the Standing Charges and Running Costs of the Cable
         Ship being temporarily replaced.

6.5      If an Alternative Cable Ship is damaged to such an extent as to have to
         undergo repairs, the provisions of Article 18 shall not apply to such
         Alternative Cable Ship.

ARTICLE 7         AVAILABILITY OF CABLE SHIPS

7.1      Each Ship Operator shall operate its Cable Ship so as to have it
         available for use at all times for work on Scheduled Cables, except in
         the following circumstances:

         7.1.1 while the Cable Ship is undergoing Refit, except as provided for
         in Article 7.2; or

         7.1.2 from the starting date of any Outside Work until its conclusion
         in accordance with Articles 5.2.7 and 5.2.8; or

         7.1.3 while the Cable Ship is unavailable due to circumstances outside
         the control of the Ship Operator or by reason of force majeure which
         shall include, but is not restricted to, acts of God or of the public
         enemy, acts of governments, insurrections, fires, floods, epidemics,
         quarantine restrictions, freight embargoes, strikes or unusually severe
         weather; or

         7.1.4 while the Cable Ship is damaged to the extent that it cannot
         perform Repairs or Maintenance and Improvement as further detailed in
         Articles 18 and 19, or it becomes a Total Loss or a Constructive Total
         Loss.

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7.2      In the event that no other Cable Ship is available to carry out a
         Repair, a Maintenance Authority may request that a Cable Ship interrupt
         a period of Refit and be re-mobilised as soon as practicable to carry
         out such Repair. Upon receiving such a request, the Ship Operator
         concerned shall advise the Maintenance Authority of:

         (a)      the time necessary to bring the Cable Ship into class and
                  condition so that it can safely sail; and

         (b)      the estimated cost of releasing the Cable Ship from Refit; and

         (c)      an estimate of any incremental charges that may be incurred as
                  a result of the interruption to the Refit.

All costs incurred by the Ship Operator as a result of such an interruption to
Refit shall be charged as Running Costs and be borne by the Maintenance
Authority requesting the interruption.

ARTICLE 8         OPERATING PROCEDURES

8.1      CABLE SHIP NOTIFICATION PROCEDURE

         8.1.1 A Maintenance Authority requiring a Cable Ship to carry out a
         Repair shall notify the Ship Operator concerned in accordance with the
         notification procedure contained in the relevant Ship Schedule and the
         Ship Operator shall take the necessary action to ensure that the Cable
         Ship mobilises and sails to the required site of the Repair in
         accordance with the performance specification contained in the relevant
         Ship Schedule. The Maintenance Authority concerned shall also copy such
         notification by fax and without delay to the Management Committee. The
         relevant Ship Operator shall confirm receipt of such notification in
         accordance with the terms of the relevant Ship Schedule.

         8.1.2 The relevant Maintenance Authority or a Ship Operator, as
         appropriate, shall give the Management Committee as much advance
         written notice as possible of any planned Operation, Outside Work,
         Refit or any other expected change in the operational status of a Cable
         Ship.

         8.1.3 Not less than 1 (one) and not more than 2 (two) days prior to the
         planned commencement date of any planned Operation, Outside Work, Refit
         or any other expected change in the operational status of a Cable Ship
         the relevant Ship Operator shall notify the Management Committee
         thereof by fax, providing such information as is relevant and available
         at that time.

CABLE SHIP ASSIGNMENT AND REPAIR PRIORITY

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8.2      If, at the time of receipt of notification from a Maintenance Authority
         pursuant to Article 8.1, the chosen Cable Ship has already been
         instructed to carry out another Repair, the Maintenance Authorities
         concerned and the Ship Operators concerned shall consult with one
         another to agree which Cable Ship should carry out which Operation.

8.3      If, pursuant to Article 8.2, no agreement is reached by the Maintenance
         Authorities concerned and no other suitable Cable Ship is available,
         first choice of Cable Ship to carry out the Repair shall be given to
         the Maintenance Authority which is responsible for the Scheduled Cable
         which has the higher aggregate number of Accounting Units in Schedules
         B1 and B2 taken together. Such priority of choice may be exercised at
         any time up to the point when the chosen Cable Ship has arrived at the
         site of the Repair on the Scheduled Cable having the lower number of
         Accounting Units and has engaged such Scheduled Cable on its grapnel or
         other recovery device. In the event that such priority is exercised,
         the chosen Cable Ship shall be obliged, if requested by the Maintenance
         Authority not having been granted such priority, to return to its
         Assigned Port for the purpose of off-loading Spare Submersible Plant
         proper to the Scheduled Cable which has not been granted such priority.

8.4      Notwithstanding the provisions of Article 8.3, where a Scheduled Cable
         concerned forms part of a multiple-segment cable system, the Accounting
         Units to be considered for the purpose of Article 8.3 shall be the sum
         of the Accounting Units for all Scheduled Cables that constitute such
         multiple-segment cable system and whose traffic-carrying capacities are
         adversely affected by the failure necessitating the Repair.

ARTICLE 9         OPERATIONAL RESPONSIBILITIES

9.1      The responsibility for planning and directing an Operation or part
         thereof shall rest with the Ship Operator concerned unless the
         Maintenance Authority concerned has elected in writing to assume that
         responsibility and has nominated its Authorised Shipboard
         Representative or its Authorised Shore Representative in accordance
         with Article 10.2.

9.2      Whether or not such an election has been made pursuant to Article 9.1:

         9.2.1 each Cable Ship shall at all times remain under the direct
         control of the Ship Operator and nothing in this Agreement shall be
         construed as a demise or charter of a Cable Ship to the Maintenance
         Authority, jointly or severally; and

         9.2.2 nothing in this Agreement shall be deemed to reduce, interfere
         with, or otherwise impair the full authority and responsibility of the
         Master of a Cable Ship for its safe operation and navigation, or for
         the safety of those on board.

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REPAIR PRACTICES

9.3      Each Ship Operator shall ensure that its Cable Ship is capable of
         carrying out any necessary Repair or Maintenance and Improvement on all
         Standard Scheduled Cables.

9.4      For Specific Scheduled Cables, it shall be the responsibility of the
         Maintenance Authority responsible for each such Specific Scheduled
         Cable to instruct the Ship Operator to carry out any necessary Repair
         or Maintenance and Improvement in accordance with relevant Specific
         Practices supplied to that Ship Operator by the relevant Maintenance
         Authority. If no such instructions on Specific Practices are received,
         the normal practices of the Ship Operator shall be followed.

9.5      The Management Committee shall, with that Party's consent, appoint one
         of the Parties to be the Schedule E Party whose function shall be to
         prepare, revise and distribute Schedule E.

9.6      A Maintenance Authority which is responsible for a Specific Scheduled
         Cable may apply to the Management Committee to have such Specific
         Scheduled Cable re-categorised as a Standard Scheduled Cable and
         included as such in Annex 1 to Schedule E. The Management Committee
         shall then consider the costs and benefits deriving from the approval
         of such application as well as the technical specification and state of
         qualification of such Specific Scheduled Cable and either approve or
         not approve such application. If required, the Management Committee
         shall then instruct the Schedule E Party to revise Schedule E to take
         account of any change to Standard Practices arising from the
         re-categorisation of a Specific Scheduled Cable to a Standard Scheduled
         Cable and thereafter to distribute such amended Schedule E to the
         Parties.

AUTHORISATIONS AND CONSENTS

9.7      When an Operation takes place in waters which are regulated by a
         government authority, it shall be the responsibility of the relevant
         Ship Operator to declare, in writing and without any avoidable delay,
         to the marine authority concerned the information necessary to obtain
         such authorisations and consents as may be required, and to apply for
         and obtain such authorisations and consents necessary to the carrying
         out of the Operation. In addition:

         9.7.1 unless authorised to do so by the relevant Maintenance Authority,
         the Ship Operator shall not permit the relevant Cable Ship to sail
         prior to the receipt of the necessary authorisations and consents;

         9.7.2 the relevant Maintenance Authority shall provide all reasonable
         support, as requested by the Ship Operator, in the obtaining of the
         necessary authorisations and consents;

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         9.7.3 the Ship Operator shall inform the relevant Maintenance Authority
         if the necessary authorisations and consents have not been received
         after 2 (two) working days from the date of making the application to
         the relevant marine authority;

         9.7.4 the Ship Operator shall not be liable for any delay which may
         occur in the obtaining of the necessary authorisations and consents,
         where the delay is caused by reasons beyond the control of the Ship
         Operator.

QUALITY ASSURANCE

9.8      If so requested by a Maintenance Authority, a Ship Operator shall make
         available for inspection its quality plan which addresses the quality
         assurance requirements of this Agreement.

ARTICLE 10        REPRESENTATIVE OF THE MAINTENANCE AUTHORITIES

10.1     The Maintenance Authority for whom any Operation is being carried out
         may assign to the Cable Ship concerned one or, if sufficient
         accommodation is available, more than one representative for the
         duration of that Operation. However, notwithstanding the provisions of
         Article 22, permission for any such representative to board the Cable
         Ship is subject to the acceptance by that representative and the
         Maintenance Authority of the Ship Operator's waiver-of-liability
         requirements as specified in the relevant Ship Schedule.

10.2     A Maintenance Authority which has elected to undertake the
         responsibility for planning and directing any Operation shall designate
         in writing, to the relevant Ship Operator, either its Authorised
         Shipboard Representative or its Authorised Shore Representative.

10.3     The function of the Authorised Shipboard Representative or the
         Authorised Shore Representative, as applicable, designated under
         Article 10.2 shall be to communicate to the Ship Operator in writing,
         or by confirmatory radio message if reasonably required, the
         requirements of the Maintenance Authority in relation to the Operation;
         these requirements shall relate only to the particular Operation on
         which the Cable Ship is then engaged.

10.4     The Authorised Shipboard Representative or the Authorised Shore
         Representative, as applicable, shall have authority to act in all
         matters relating to the Operation for and in the name of the relevant
         Maintenance Authority as if the acts of the Authorised Shipboard
         Representative or the Authorised Shore Representative, as applicable,
         were the acts of the Maintenance Authority.

10.5     As applicable, the Authorised Shipboard Representative's or the
         Authorised Shore Representative's only function shall be that indicated
         in Article 10.3 and neither they nor the Maintenance Authority
         represented by them shall have any duty to ensure or procure

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         the doing of anything for the benefit of the Shipowner or the Ship
         Operator, or to prevent anything which may be to the detriment of the
         Shipowner or the Ship Operator.

10.6     The Ship Operator shall provide any representatives of the Maintenance
         Authority with the following facilities on board the Cable Ship:

         (a)      accommodation of a standard not less than that given to
                  officers on board and preferably with single occupancy;

         (b)      full victualling and linen supply whilst on board;

         (c)      access to the normal communication facilities of the Cable
                  Ship, as required;

         (d)      full access to any part of the vessel which the Maintenance
                  Authority's representative may reasonably deem it necessary
                  for the purpose of representing the Maintenance Authority;

         (e)      access to suitable office accommodation and services;

         (f)      access to the Ship Operator's nonconfidential operational
                  meetings and/or briefings.

ARTICLE 11        MAINTENANCE FACILITIES ON BOARD CABLE SHIPS

11.1     In order to be capable of fulfilling its obligations under this
         Agreement, each Ship Operator shall ensure that its Cable Ship is
         equipped with submarine telecommunications cable maintenance equipment
         and fully-qualified personnel such that the Cable Ship is able to carry
         out Repairs and Maintenance and Improvement on all Standard Scheduled
         Cables. Unless the Management Committee otherwise agrees, the Standard
         Practices which are listed in Schedule E shall be provided as a
         minimum.

11.2     For Specific Scheduled Cables, it shall be the responsibility of the
         relevant Maintenance Authorities to provide to the Ship Operators, in a
         timely manner, any specialised equipment, expertise, training or
         qualification instructions which are not included in Standard Practices
         and which are necessary for the Repair or Maintenance and Improvement
         of such Specific Scheduled Cables. Except as is provided for in Article
         2.7, all costs arising from the provision of such specialised
         equipment, expertise, training or qualification instructions to the
         Ship Operators shall be borne by the relevant Maintenance Authority and
         shall not be charged under this Agreement.

11.3     After receiving such specialised equipment, expertise, training or
         qualification instructions from a Maintenance Authority pursuant to
         Article 11.2, the Ship Operators shall review the detail of what has
         been provided and within 2 (two) weeks confirm to the relevant
         Maintenance Authority that the Cable Ships are equipped and their
         personnel are

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         qualified as necessary and capable to carry out Repairs or Maintenance
         and Improvement on the relevant Specific Scheduled Cable.

11.4     The Ship Operators shall exercise due diligence in the safekeeping on
         board the Cable Ships of any specialised equipment or documentation
         provided by the Maintenance Authorities pursuant to Article 11.2.

11.5     The relevant Maintenance Authority shall be responsible for ensuring
         that the Ship Operators are provided, in a timely manner, with the
         documentation listed in Paragraph 10.1 of Schedule E. On an annual
         basis, the Ship Operators shall check and ensure that they have been
         provided with such documentation for all Scheduled Cables and, as
         necessary, request the relevant Maintenance Authority, in writing, to
         provide such documentation.

11.6     The relevant Maintenance Authority shall be responsible for the timely
         provision of Spare Submersible Plant for each of the Scheduled Cables
         for which it is responsible and for determining its required allocation
         between shore depots and Cable Ships.

11.7     Normally, each Cable Ship shall store on board only sufficient Spare
         Submersible Plant to meet the operational requirements of the relevant
         Ship Operator. However, each Ship Operator may make available to the
         Maintenance Authorities additional space on board its Cable Ship for
         the storage of Spare Submersible Plant and specialised equipment for
         use in connection with work on the Scheduled Cables in the Zone to
         which that Cable Ship is assigned. Such storage space for Spare
         Submersible Plant shall be that of the normal submersible plant storage
         capacity of the Cable Ship, allocated by the Ship Operator:

         (a)      as agreed by the Eastern Zone Parties for a Cable Ship which
                  is assigned to the Eastern Zone; or

         (b)      as agreed by the Western Zone Parties for a Cable Ship which
                  is assigned to the Western Zone;

and in reaching agreement on such allocation the Western Zone Parties and the
Eastern Zone Parties shall take into account the proportionate number of
Accounting Units allotted to each Scheduled Cable as shown in Schedules B1 or B2
respectively.

ARTICLE 12        USE OF SPARE SUBMERSIBLE PLANT

12.1     If, in the case of a particular Repair, delay in carrying out that
         Repair can be avoided or significantly reduced by the use by a Ship
         Operator of Spare Submersible Plant belonging to a Maintenance
         Authority which is not responsible for the Scheduled Cable requiring
         Repair, such Spare Submersible Plant may be used to carry out the
         Repair provided that:

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         (a)      the Maintenance Authority which is responsible for such Spare
                  Submersible Plant agrees in writing and confirmation of such
                  agreement has been communicated in writing to the relevant
                  Ship Operator, and

         (b)      such Spare Submersible Plant is considered by the Maintenance
                  Authority for the Scheduled Cable requiring Repair to be
                  technically-compatible with the submersible plant of the
                  Scheduled Cable requiring Repair.

12.2     Pursuant to Article 12.1, the Maintenance Authority having
         responsibility for the Scheduled Cable under Repair and which has made
         use of Spare Submersible Plant proper to another Scheduled Cable shall,
         at the discretion of the Maintenance Authority responsible for the
         Scheduled Cable to which such Spare Submersible Plant was proper,
         either:

         (a)      replace such Spare Submersible Plant with similar, technically
                  compatible plant, as soon as practicable; or

         (b)      re-imburse the then-current cost of such Spare Submersible
                  Plant to the Maintenance Authority responsible for the
                  Scheduled Cable to which such Spare Submersible Plant was
                  proper; or

         (c)      employ such other method of replacement or re-imbursement as
                  may be agreed between the Maintenance Authorities responsible
                  for the Scheduled Cables concerned.

ARTICLE 13        PREPARATION AND REVISION OF SCHEDULES BI AND B2

13.1     The Management Committee shall, with that Maintenance Authority's
         consent, appoint one of the Maintenance Authorities to be the Schedule
         B Party whose function shall be to prepare, revise and distribute
         Schedules B1 and B2. This appointment shall be notified to the Parties
         in writing by the chairman of the Management Committee.

13.2     The Accounting Units for each Scheduled Cable shall be derived and
         revised by the Schedule B Party in accordance with the provisions of
         Schedule B. After the Accounting Units have been revised, the Schedule
         B Party shall, in accordance with Schedule B, prepare and send to each
         Party and the Central Billing Party the revised Schedules B1 and B2.

13.3     Any Maintenance Authority which has responsibility for:

         (a)      a new cable system constructed within the Area which is to be
                  introduced into this Agreement as a Scheduled Cable; or

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         (b)      a Scheduled Cable that will be introducing newly-equipped
                  spare capacity into service; or

         (c)      a Scheduled Cable that will be expanding or reducing its
                  Bearer Capacity; or

         (d)      a Scheduled Cable that will incur an expansion or reduction in
                  Notional Capacity; or

         (e)      a Scheduled Cable which is to be taken out of service;

shall promptly notify the chairman of the Management Committee who shall, in
turn. notify the Parties and the Schedule B Party of the relevant facts and
Schedules B1 and B2 shall be amended in accordance with Article 13.2.

13.4     A Maintenance Authority may only withdraw a Scheduled Cable from this
         Agreement if such Scheduled Cable is permanently removed from
         operational service.

ARTICLE 14        ACTION WHEN ALL CABLE SHIPS ARE UNAVAILABLE

14.1     If all Cable Ships are unavailable to undertake a Repair when requested
         by a Maintenance Authority, the Maintenance Authority which requested
         such Repair may, subject to the approval of the Management Committee,
         charter, at a reasonable price agreed by the Management Committee, a
         cable ship not subject to this Agreement and, in that event, may apply
         to the Management Committee for re-imbursement of the costs of such
         charter, pursuant to Article 14.2.

14.2     The cost of making re-imbursement pursuant to Article 14.1 shall be
         borne by the Western Zone Parties, if such Repair is required within
         the Western Zone, in proportion to the Accounting Units allocated to
         them in Schedule B1, or borne by the Eastern Zone Parties, if such
         Repair is required within the Eastern Zone, in proportion to the
         Accounting Units allocated to them in Schedule B2. The reimbursible
         amount shall not exceed the difference, as determined by the Management
         Committee, between:

         (a)      the total costs paid for such charter, and

         (b)      the estimated Running Costs which would have been chargeable
                  to the relevant maintenance Authority had the Cable Ship whose
                  Base Port is closest to the site of such Repair actually made
                  the Repair;

except that no re-imbursement shall be payable if the amount described in
Article 14.2 (a) above does not exceed the amount described in Article 14.2 (b).

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ARTICLE 15        CABLE SHIP COSTS

15.1 Cable Ship costs consist of:

         (a)      Standing Charges;

         (b)      the cost of Fuel Used In Port While On Standby; and

         (c)      Running Costs.

15.2     The Standing Charges for the period of this Agreement for each Cable
         Ship are fixed and are set out in Schedule F.

15.3     The cost of Fuel Used In Port While on Standby, if any, shall be
         charged on a cost-incurred basis.

15.4     Running Costs shall be charged on a cost-incurred basis for each
         Operation.

15.5     Subject to Articles 2.7 and 9.6, should there arise at any time a need
         to modify or improve a Cable Ship or its equipment (including jointing
         and associated equipment) or its manning arrangements or the training
         of its personnel in order to satisfy an amended or new requirement of
         the Maintenance Authorities, the Ship Operator concerned shall prepare
         a suitable proposal together with any proposed amendment to the
         relevant Standing Charges which shall be the subject of Management
         Committee consideration and approval prior to the commencement of any
         such modification or improvement.

ARTICLE 16        ALLOCATION OF STANDING CHARGES

16.1     With the exception of the CS Sir Eric Sharp which shall be subject to
         the provisions of Article 16.2, each Cable Ship's Standing Charges
         (adjusted as appropriate pursuant to Articles 5.2, 16.5, 18 and 19)
         shall be allocated to the Zone to which such Cable Ship is assigned,
         and shall be borne by the Western Zone Parties or the Eastern Zone
         Parties in proportion to the Accounting Units allocated to them in
         Schedule B1 or B2 as appropriate. If the use of an Alternative Cable
         Ship is approved by the Management Committee, the Standing Charges of
         such Alternative Cable Ship shall be allocated to the Zone to which
         such Alternative Cable Ship is assigned, and shall be borne by the
         Western Zone Parties or the Eastern Zone Parties in proportion to the
         Accounting Units allocated to them in Schedule B1 or B2 as appropriate.

16.2     A percentage of the Standing Charges of the CS Sir Eric Sharp,
         (adjusted as appropriate pursuant to Articles 5.2, 16.5, 18 and 19)
         shall be allocated to the Western Zone and shall be borne by the
         Western Zone Parties in proportion to the Accounting Units allocated to
         them in Schedule B1. The remaining percentage of the Standing Charges
         of the CS Sir Eric Sharp (adjusted as appropriate pursuant to Articles
         5.2, 16.5, 18 and 19) shall be

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         allocated to the Eastern Zone and shall be borne by the Eastern Zone
         Parties in proportion to the Accounting Units allocated to them in
         Schedule B2. The actual percentage figures to be used for the
         allocation of the Standing Charges of the CS Sir Eric Sharp between the
         Western Zone and the Eastern Zone shall be as indicated in Schedules B1
         and B2.

16.3     Standing Charges for Passage Time shall be divided equally between the
         Zones when the assignment of a Cable Ship requires it to move from one
         Zone to the other Zone, either for Standby or an Operation, and shall
         be borne by the Western Zone Parties and the Eastern Zone Parties in
         proportion to the Accounting Units allocated to them in Schedule B1 or
         B2 as appropriate.

16.4     Except as provided for in Article 16.5, for the purpose of calculating
         the amount of Standing Charges applicable to any particular period of
         time, the Standing Charges shall be divided by 365 (three hundred and
         sixty five), or 366 (three hundred and sixty six) in the case of a leap
         year, to give an appropriate daily rate.

16.5     Notwithstanding the provisions of Article 16.4, for the purpose of
         calculating the amount of the credit arising from any period of Outside
         Work in accordance with Articles 5.2.7 and 5.2.8, the relevant Standing
         Charges shall be divided by 335 (three hundred and thirty five), or 336
         (three hundred and thirty six) in the case of a leap year, to give an
         appropriate daily rate.

16.6     Any reduction in Standing Charges credited under this Agreement
         pursuant to Articles 5.2, 16.5, 18 and 19 shall be shared among the
         Maintenance Authorities having Scheduled Cables in the Zone to which
         such Cable Ship having caused the accrual of such Standing Charges
         reduction is assigned and in proportion to the Accounting Units
         allocated to such Maintenance Authorities in Schedule B1 or B2 as
         appropriate. For the purpose of this Article 16.6, the Schedules B1 or
         B2 to be used for sharing such credits among the Maintenance
         Authorities shall be the Schedules B1 or B2 in force at the time of the
         event which caused such reduction in Standing Charges.

16.7     The cost of Fuel Used In Port While On Standby, if any, for a Cable
         Ship shall be allocated among the Maintenance Authorities on the same
         basis as the relevant Standing Charges for that Cable Ship.

ARTICLE 17        ALLOCATION OF RUNNING COSTS

17.1     Subject to Articles 5 and 19, Running Costs shall be allocated in
         accordance with the provisions of this Article 17. If the use of an
         Alternative Cable Ship is approved by the Management Committee, the
         Running Costs of such Alternative Cable Ship shall also be allocated in
         accordance with the provisions of this Article 17.

         17.1.1 Unless otherwise agreed by the relevant Maintenance Authorities,
         where a Cable Ship undertakes a series of Operations on more than one
         Scheduled Cable without

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         returning to its Assigned Port, the Running Costs for Passage Time
         shall be allocated among the several Operations concerned according to
         the procedure set out below.

                  17.1.1.1 For the purpose of allocating Running Costs pursuant
                  to this Article 17.1.1, the Passage Time of the Cable Ship
                  from its Assigned Port to the site of the first Operation, the
                  Passage Time between the end of each Operation and the start
                  of the next, and the Passage Time from the end of the last in
                  the series of Operations to the arrival of the Cable Ship at
                  its Assigned Port is aggregated to arrive at the total Passage
                  Time.

                  17.1.1.2 For the purposes of this Article 17.1.1, references
                  to an Operation means all Operations on the same Scheduled
                  Cable, including multiple Repairs, and an Operation is
                  considered to end when the Cable Ship has cleared the site of
                  the Operation of any marker buoys and other equipment and
                  departs from the site of the Operation.

                  17.1.1.3 The allocation of Passage Time to each Operation is
                  that proportion of the total Passage Time (calculated pursuant
                  to Article 17.1.1.1) which is equal to the Operational
                  Distance, as calculated by the relevant Ship Operator, of each
                  Operation divided by the sum of all Operational Distances
                  involved in such series of Operations.

                  17.1.1.4 Weather delays which occur while the Cable Ship is on
                  passage shall be included in Passage Time.

                  17.1.1.5 Running Costs for weather delays which occur during
                  the course of an Operation shall be charged to such Operation.

         17.1.2 Running Costs for Passage Time for Cable Ship movements within a
         Zone in compliance with the Ships' Program, shall be allocated to the
         Zone in which the movement takes place and shall be borne by the
         Maintenance Authorities having Scheduled Cables in that Zone in
         proportion to the Accounting Units allocated to them in Schedule B1 or
         B2 as appropriate.

         17.1.3 Running Costs for Passage Time between Zones in compliance with
         the Ships' Program, shall be divided equally between the Zones and
         shall be borne by the Maintenance Authorities in proportion to the
         Accounting Units allocated to them in Schedule B1 or B2 as appropriate.

         17.1.4 Running Costs for Cable Ship movements between Zones for the
         purpose of an Operation, as approved by the Management Committee, shall
         be charged to the Maintenance Authority requesting such Operation.

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         17.1.5 Running Costs for a cable working exercise as provided for in
         Article 5.2.3 shall be borne by the Maintenance Authorities having
         Scheduled Cables in the Zone to which such Cable Ship is assigned, in
         proportion to the Accounting Units allocated to them in Schedule B1 or
         B2 as appropriate. Notwithstanding the other provisions of this Article
         17.1.5, Running Costs for cable working exercises by C S Sir Eric Sharp
         shall be apportioned between Zones using the percentages referred to in
         Article 16.2.

         17.1.6 If, pursuant to Article 8.3, a Maintenance Authority is given
         priority as a result of competing claims for the services of a Cable
         Ship and, as a result of such granting of priority, the Cable Ship is
         required to interrupt and divert from a Repair in progress, the Running
         Costs of the Cable Ship shall be borne as follows.

                  17.1.6.1 Starting from the time of such diversion, Running
                  Costs for the diverted Cable Ship shall be charged to the
                  Scheduled Cable which has been granted such Repair priority.
                  Such Running Costs shall be those applicable to any or all of
                  the following, as required:

         (a)      Passage Time for a return to the Assigned Port;

         (b)      any applicable loading and unloading time or mobilisation and
                  de-mobilisation time;

         (c)      Passage Time to the site of the Repair on the Scheduled Cable
                  which has been granted such Repair priority;

         (d)      the Repair on the Scheduled Cable which has been granted such
                  Repair priority;

         (e)      Passage Time to the site of the Repair on the Scheduled Cable
                  which was not granted such Repair priority, either via the
                  Assigned Port or directly;

         (f)      in the event that the Passage Time in 17.1.6.1 (e) above is
                  incurred via the Assigned Port, any applicable loading and
                  unloading time or mobilisation and de-mobilisation time
                  necessary for the Repair to the Scheduled Cable which was not
                  granted such Repair priority.

         17.1.7 If the Cable Ship diverted pursuant to Article 8.3, is thereupon
         required to undertake another Repair before returning to the Assigned
         Port or to the site of the Repair to the Scheduled Cable which was not
         granted such Repair priority, Running Costs for Passage Time shall be
         apportioned between the Operations as shall be agreed by the
         Maintenance Authorities concerned. If the Maintenance Authorities
         concerned cannot agree, the Management Committee shall determine the
         apportionment. Whilst awaiting such Management Committee decision, the
         relevant Ship Operator may, for the purpose of interim billing, charge
         such Running Costs in equal shares to the Maintenance

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         Authorities whose Scheduled Cables were involved in such series of
         Operations. Such interim billing shall be adjusted upon receipt of the
         Management Committee's decision.

         17.1.8 If another Cable Ship, other than the one diverted pursuant to
         article 8.3, is dispatched to perform the Repair to the Scheduled Cable
         which was not granted the Repair priority, the Running Costs for this
         Cable Ship from the time of mobilisation until its arrival at the site
         of the Repair to the Scheduled Cable which was not granted the Repair
         priority shall be charged to the Scheduled Cable which has been granted
         such Repair priority.

         17.1.9 In addition to the payment of Running Costs pursuant to Articles
         17.1.6 to 17.1.8, if, pursuant to Article 8.3, a Maintenance Authority
         is given priority as a result of competing claims for the services of a
         Cable Ship and, as a result of such granting of priority, the Cable
         Ship is required to interrupt and divert from a Repair in progress, the
         Maintenance Authority for the Scheduled Cable which has been granted
         such Repair priority shall re-imburse the Maintenance Authority for the
         Scheduled Cable which was not granted such Repair priority its
         reasonable and directly-incurred incremental costs resulting from such
         diversion, which costs shall include but not be limited to:

         (a)      any costs arising directly from the re-arrangement of a
                  planned Repair, but excluding restoration charges;

         (b)      the travel expenses of its associated shipboard and shore
                  representatives.

         17.1.10 Notwithstanding any other provision of this Article 17.1, the
         method of allocation of any Running Costs generated pursuant to
         Articles 4.1.3 to 4.1.6 may be proposed by any Party and shall be
         decided upon by either:

         (a)      the Maintenance Authorities having Scheduled Cables in the
                  affected Zone; or

         (b)      the Management Committee;

         as appropriate pursuant to Articles 3.4.4 to 3.4.7 inclusive.

ARTICLE 18        CABLE SHIP COSTS IN CASE OF DAMAGE

18.1     Subject to Articles 6.5 and 18.2, if a Cable Ship is damaged to such an
         extent that it requires repairs, the Maintenance Authorities shall bear
         (as provided for in Article 16) its Standing Charges up to and not
         exceeding 120 (one hundred and twenty) days from the date of such
         damage.

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18.2     Notwithstanding the provisions of Article 18.1, if:

         (a)      at the time such damage to the Cable Ship occurred the Cable
                  Ship was engaged on Outside Work; and/or

         (b)      the damage to the Cable Ship was caused as a result of the
                  negligence or Wilful Misconduct of the relevant Ship Operator;

all Standing Charges, from the time such damage occurred until such time as the
damage has been repaired and the Cable Ship is again Available, shall be borne
by the relevant Ship Operator and shall not be charged under this Agreement.

18.3     If the necessity of repairs to a Cable Ship results from the deliberate
         act or negligence of a third party, the relevant Ship Operator shall
         diligently pursue all claims against such third party for the recovery
         of Standing Charges which have been borne by the Maintenance
         Authorities pursuant to Article 18.1, but without prejudice to such
         Ship Operator's right to settle or compromise on terms which it
         considers reasonable after first obtaining the approval of the
         Management Committee which shall not be unreasonably withheld or
         delayed. To the extent that any sums recovered by way of damages or in
         settlement of claims include any Standing Charges which have been paid
         by the Maintenance Authorities during the repair period, that amount
         shall be credited to the Maintenance Authorities by the Ship Operator
         and shall be shared among the Maintenance Authorities in proportion to
         the Accounting Units allocated to them in Schedules B1 or B2 as
         appropriate. For the purpose of this Article 18.3, the Schedules B1 or
         B2 to be used for sharing such credits shall be the Schedules B1 or B2
         in force at the time of the incident which necessitated such repairs to
         the Cable Ship.

ARTICLE 19        CABLE SHIP COSTS DURING PERIODS OF UNAVAILABILITY

19.1     Standing Charges and Running Costs shall be borne by the relevant Ship
         Operator and shall not be charged under this Agreement for periods
         during which a Cable Ship is unavailable for work on Scheduled Cables
         in any of the following circumstances:

         19.1.1 from the time that it becomes a Total Loss or a Constructive
         Total Loss; or

         19.1.2 during the period from the 121st (one hundred and twenty first)
         day after damage to a Cable Ship has occurred, as specified in Article
         18.1, until repairs have been completed and the Cable Ship is again
         Available; or

         19.1.3 during any period while the Cable Ship is performing Outside
         Work pursuant to Article 5.2.7, including any Passage Time associated
         with such Outside Work.

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19.2     Provided that a Cable Ship is not engaged on Outside Work at the time
         that the relevant event occurs, Standing Charges and Running Costs
         shall continue to be borne by the relevant Maintenance Authorities in
         any of the following events:

         (a)      while a Cable Ship is undergoing emergency ship or engine
                  repairs, subject to the limitations of Article 18.1;

         (b)      while a Cable Ship is unavailable for work on Scheduled Cables
                  owing to circumstances outside the control of the Ship
                  Operator or by reason of force majeure, which reasons include,
                  but are not restricted to. acts of God or of the public enemy,
                  acts of governments, insurrections, fires, floods, epidemics,
                  quarantine restrictions, freight embargoes, strikes or
                  unusually severe weather.

ARTICLE 20        RESPONSIBILITIES FOR THE SHIP SCHEDULES AND REPORTS

20.1     The terms and conditions for the operation of each Cable Ship within
         this Agreement are set out in Schedules C1 through C6 inclusive.

ESTIMATES OF RUNNING COSTS AND FUEL USED IN PORT WHILE ON STANDBY

20.2     Not later than two months before the start of each Agreement Year, each
         Ship Operator shall provide the Management Committee with an estimate
         of Running Costs for its Cable Ship, in accordance with the format set
         out in Schedule G, and an estimate of the cost of Fuel Used In Port
         While On Standby.

SHIPS' PROGRAM

20.3     The Management Committee shall appoint, with that Ship Operator's
         consent, a Ship Operator to be the Schedule H Party which shall be
         responsible for the preparation, revision and distribution of the
         Ships' Program in the format given in Schedule H. Not later than two
         months before the beginning of each Agreement Year, the Ship Operators
         shall each provide the Schedule H Party with their ship's program for
         the succeeding Agreement Year. The Schedule H Party shall then
         consolidate these ship's programs into the draft Ships' Program and
         submit it to the Management Committee for its approval in accordance
         with Article 4.3.

OPERATIONAL REPORTS

20.4     When a Ship Operator is notified to commence an Operation or when a
         Cable Ship changes operational status, the Ship Operator shall notify
         the Management Committee by facsimile, as specified below:

         (a)      Upon receipt by a Ship Operator of written notification that
                  its Cable Ship is required to carry out a Repair in accordance
                  with Article 8.1, the Ship Operator

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                  shall, within 24 (twenty four) hours, transmit to the
                  Management Committee a "Notification of Commencement of a
                  Cable Ship Operation" in accordance with Schedule 11.

         (b)      For the duration of the Repair, the relevant Ship Operator
                  shall provide the relevant Maintenance Authorities and, if
                  different, the terminal parties of the Scheduled Cable
                  undergoing Repair, with daily progress reports. Such daily
                  reports shall include:

                  (i)      a log of the day's events;

                  (ii)     an indication of the estimated number of hours
                  remaining until completion of the final splice;

                  (iii)    an indication of the times when the Cable Ship is
                  likely to require co-operation from the terminal parties of
                  the Scheduled Cable undergoing Repair;

                  (iv)     information on the nature of the fault, any possible
                  delays and any equipment and procedural problems encountered;

and the format of such daily reports shall follow as far as possible the steps
given in the pro forma "Repair Synopsis" attached as Schedule M.

         (c)      Upon completion of such Repair, the Ship Operator shall,
                  within 24 (twenty four) hours, transmit to the Management
                  Committee a "Notification of Completion of a Cable Ship
                  Operation" in accordance with Schedule 12.

         (d)      Upon a Cable Ship's change in operational status eg, Standby,
                  Repair, Maintenance and Improvement, Refit, Outside Work,
                  cable working exercise, etc, the Ship Operator shall transmit
                  to the Management Committee a notification of the change in
                  status in accordance with Schedules 11 and 12.

         (e)      Within 45 (forty five) days after the completion of a Repair,
                  the relevant Ship Operator shall provide to the relevant
                  Maintenance Authority a detailed repair report in the English
                  language.

         (f)      The Management Committee shall appoint, with that Maintenance
                  Authority's consent, a Maintenance Authority to be the
                  Schedule L Party which shall be responsible for the
                  preparation, revision and distribution of the annual "ACMA
                  Fault Report".

         (g)      Not later than 2 (two) months after the end of each Agreement
                  Year, each Maintenance Authority shall inform the Schedule L
                  Party of the number of faults on their respective Scheduled
                  Cables repaired during such Agreement Year. This

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                  information shall be given by facsimile in accordance with the
                  format given in Schedule L. Based upon the information
                  received, the Schedule L Party shall send the "ACMA Fault
                  Report" to each Party before the date of the next annual
                  Management Committee meeting.

         (h)      Within 1 (one) week of a Repair being completed, the relevant
                  Ship Operator shall provide to the relevant Maintenance
                  Authority the "Repair Synopsis" in accordance with the format
                  given in Schedule M. It shall then be the responsibility of
                  the relevant Maintenance Authority to communicate a copy of
                  the agreed "Repair Synopsis" to the Schedule L Party.

         (i)      Cable Ship reporting arrangements for Maintenance and
                  Improvement or other work of an interruptible nature shall be
                  as agreed between the relevant Ship Operator and the relevant
                  Maintenance Authority responsible for such work.

ESTIMATES OF CABLE SHIP RUNNING COSTS FOR OPERATIONS

20.5     In the case of a Ship Operator undertaking an Operation, and at the
         request of the Maintenance Authority concerned, the Ship Operator shall
         advise the Maintenance Authority, by facsimile, of the estimated
         Running Costs of its Cable Ship for such Operation in accordance with
         the format given in Schedule J. Any such request by the relevant
         Maintenance Authority may be made prior to, during or following an
         Operation.

ACTIVITY AND UTILISATION REPORTS AND SUMMARIES

20.6     The Management Committee shall appoint, with that Ship Operator's
         consent, a Ship Operator to be the Schedule K Party, which shall be
         responsible for the collection and dissemination of information on
         Cable Ship and Alternative Cable Ship activities and utilisation. The
         Schedule K Party shall advise the Maintenance Authorities as follows:

         (a)      by the second working day of each week, the Schedule K Party
                  shall provide the "Weekly Cable Ship Activity Report" in
                  accordance with the format given in Schedule K1;

         (b)      not later than 2 (two) months after the end of each quarter,
                  the Schedule K Party shall provide the "Quarterly Cable Ship
                  Activity Report" in accordance with the formats given in
                  Schedules K2 and K5;

         (c)      not later than 2 (two) months after the end of each quarter,
                  the Schedule K Party shall provide the "Quarterly Cable Ship
                  Utilization Report" in accordance with the format given in
                  Schedules K3 and K5;

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         (d)      not later than 2 (two) months after the end of each Agreement
                  Year, the Schedule K Party shall provide the Management
                  Committee with an "Annual Cable Ship Allocation Report" in
                  accordance with the format given in Schedule K4.

ARTICLE 21        BILLING PROCEDURES

21.1     Bills showing the amounts due to the Ship Operators from the
         Maintenance Authorities for their respective shares of all Cable Ship
         costs for each quarter shall be rendered to them by the Central Billing
         Party on the 15th (fifteenth) working day of the month before the start
         of each quarter. Such bills shall be based on information received by
         the Central Billing Party under Article 21.2 and shall include but not
         be limited to:

         (a)      Standing Charges in respect of the quarter;

         (b)      any reduction of Standing Charges in respect of Outside Work
                  forecast for the quarter;

         (c)      adjustments in respect of actual Outside Work in previous
                  quarters;

         (d)      Running Costs, as incurred and advised to the Central Billing
                  Party quarterly;

         (e)      the cost of Fuel Used In Port While On Standby, as incurred
                  and advised to the Central Billing Party quarterly;

         (f)      interest, pursuant to Article 21.5, on bills not paid when
                  due;

         (g)      a statement of the total Available Ship Days having been
                  charged under this Agreement, both on a quarterly basis and
                  cumulatively for the Agreement Year to date;

         (h) Central Billing Party charges in respect of the quarter.

21.2     On or before the first working day of the last month preceding each
         quarter, each Ship Operator shall advise the Central Billing Party of
         the details of Standing Charges (including retrospective adjustments),
         the cost of Fuel Used In Port While On Standby and Running Costs, to be
         included in the bills next due to be rendered to the Maintenance
         Authorities. Such details shall be advised in the currency of the Ship
         Operator.

21.3     For billing purposes, all such costs notified to the Central Billing
         Party under Article 21.2 shall be converted into the currency of the
         Central Billing Party at the exchange rates pertaining to forward
         foreign exchange contracts which the Central Billing Party will enter
         into for the purchase of the amounts due to each Ship Operator in its
         own currency on the first working day of the third month of the
         quarter. Such exchange rate shall be shown on the associated bill along
         with the date relevant to that exchange rate.

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21.4     Bills shall be rendered in the currency of the Central Billing Party
         and shall be payable in that currency.

21.5     Bills shall be payable by the Maintenance Authorities to the Central
         Billing Party by the last working day of the second month of the
         quarter to which they relate, or if the issue of a bill is delayed, 70
         (seventy) days from the date of issue, whichever is the later. Bills
         not paid by the due date will incur a charge for simple interest at a
         rate of 125 (one hundred and twenty five) per cent of the quarterly
         LIBOR applicable on the date that the payment was overdue.

21.6     On the first working day of the third month of each quarter, the
         Central Billing Party shall remit to or settle with each Ship Operator,
         in the Ship Operator's own currency, the amounts notified by it under
         Article 21.2.

BILLS UNDER DISPUTE

21.7     Should any bill or part thereof be under dispute as to its correctness,
         then extended payment interest shall not accrue on the amount of the
         bill pursuant to Article 21.5 provided always that:

         (a)      before the due date for payment the Central Billing Party
                  shall be advised by telex, facsimile or like means of
                  communication of the amount in dispute and the nature of that
                  dispute; and

         (b)      in this respect the Central Billing Party shall, if requested
                  by the billed Party within 30 (thirty) days of receipt of the
                  bill in dispute, issue a replacement bill omitting the amount
                  in dispute and such replacement bill shall become due for
                  payment within 21 (twenty-one) days from the date on which
                  such replacement bill was raised, or on the original due date
                  for payment, whichever is the later; and

         (c)      the amount in dispute shall be investigated by the relevant
                  Parties and any necessary bill with respect to such amount in
                  dispute shall be issued and paid in accordance with Article
                  21.5; and

         (d)      notwithstanding the foregoing, in the event that upon
                  investigation the amount in dispute or part thereof is found
                  to be correct, the billed Party shall pay interest in
                  accordance with Article 21.5 on the unpaid part which is found
                  to be correct from the day after the due date for payment for
                  the original bill in dispute until and including the day such
                  payment is received by the Central Billing Party.

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BILLS UNPAID FOR 180 DAYS

21.8     The Central Billing Party shall at all times make all reasonable effort
         to ensure that all bills rendered to Maintenance Authorities are paid
         as due. However, if a bill, not under dispute pursuant to Article 21.7,
         for a Scheduled Cable remains unpaid for 180 days after the due date,
         the other Maintenance Authorities having Scheduled Cables in the same
         Zone as the defaulting Maintenance Authority shall reimburse the
         Central Billing Party their proportionate shares of the unpaid bill,
         including their proportionate shares of the interest incurred by the
         Central Billing Party. The amounts paid by such Maintenance Authorities
         shall be in proportion to their Accounting Units, as allocated to them
         in Schedule B1 or Schedule B2, as appropriate within the applicable
         Zone.

21.9     Nothing contained in this Article shall release a defaulting
         Maintenance Authority from its obligations under this Agreement and a
         defaulting Maintenance Authority shall continue to be billed its share
         of all Cable Ship costs in proportion to the Accounting Units allocated
         to it in Schedule B1 or B2, as appropriate, including interest for late
         payment. However, if the defaulting Maintenance Authority fails to pay
         any bill within 180 days of its due date, the Ship Operators shall,
         unless the Management Committee agrees otherwise, be instructed by the
         chairman of the Management Committee to carry out no further Operations
         on any of the Scheduled Cables for which such defaulting Maintenance
         Authority has responsibility until such time as full payment of
         outstanding bills, including interest for late payment, is received by
         the Central Billing Party from such defaulting Maintenance Authority or
         its non-defaulting joint Maintenance Authority pursuant to Article
         2.10. The chairman of the Management Committee shall give prompt notice
         to such defaulting Maintenance Authority that he has so instructed the
         Ship Operators. Furthermore, even when all outstanding balances,
         including applicable interest for late payment, have been paid in full
         by the defaulting Maintenance Authority or its non-defaulting joint
         Maintenance Authority, the chairman of the Management Committee shall
         advise such defaulting Maintenance Authority that any future Operation
         on the Scheduled Cables for which such defaulting Maintenance Authority
         has responsibility shall only be carried out following the prior
         payment of a security deposit to the Central Billing Party. Such
         security deposit shall be equal to the amount of the expected Running
         Costs for such intended Operation, as estimated by the relevant Ship
         Operator, plus any previous charges including interest for late payment
         not paid by such defaulting Maintenance Authority.

21.10    In the event that a Maintenance Authority for a Scheduled Cable has
         failed to pay a bill within 180 days of the due date and that Scheduled
         Cable has two or more joint Maintenance Authorities as shown in
         Schedule B1 or B2 as appropriate, the Central Billing Party shall
         notify such other joint Maintenance Authority for that Scheduled Cable
         of such default for non-payment. Notwithstanding Articles 21.8 and
         21.9, such non-defaulting joint Maintenance Authority shall have the
         option to pay any unpaid bill of its defaulting joint Maintenance
         Authority including interest for late payment. The

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         relevant provisions of Article 21.9 shall, however, continue to apply
         to all Scheduled Cables for which such defaulting Maintenance Authority
         has responsibility.

21.11    Upon receipt by the Central Billing Party from the defaulting
         Maintenance Authority or from its joint Maintenance Authority (pursuant
         to Article 21.9 or 21.10) of any amount previously reimbursed by the
         other Maintenance Authorities having Scheduled Cables in the Zone in
         accordance with Article 21.8, any such amounts, including any interest
         for late payment, shall be distributed to such other Maintenance
         Authorities in the Zone in the same proportions as those Maintenance
         Authorities reimbursed the Central Billing Party under Article 21.8.

CENTRAL BILLING PARTY APPOINTMENT AND CHARGES

21.12    The Management Committee shall, with that Maintenance Authority's
         consent, appoint a Maintenance Authority to act as the Central Billing
         Party.

21.13    The Central Billing Party may impose a charge associated with the
         performance of the Central Billing Party function. The charge made
         under this Article 21.13 shall be approved by the Management Committee,
         shall be included in the quarterly bills, shall be allocated equally
         between the Zones and shall be borne by the Maintenance Authorities in
         proportion to the Accounting Units allocated to them in Schedule B1 or
         B2 as appropriate.

AUDITING AND KEEPING OF RECORDS

21.14    The Ship Operators shall, as appropriate, keep such records, vouchers,
         accounts or reproductions thereof in whatever form of all costs
         incurred in connection with the Running Costs and Fuel Used In Port
         While On Standby of the relevant Cable Ship as well as the storage
         costs and transfer costs of the relevant depot to support their billing
         of such costs to and among the Maintenance Authorities, until a date
         not less than 3 (three) years from the date of termination of this
         Agreement and shall make such records, vouchers and accounts available
         at all reasonable times for inspection by the relevant Maintenance
         Authority, at that Maintenance Authority's cost if any.

ARTICLE 22        LIABILITY AND INDEMNITY

LIABILITY AND INDEMNITY OF SHIP OPERATORS

22.1     Each Ship Operator shall be liable for all direct damages arising in
         the discharge of its obligations under this Agreement to the extent
         that such damages have resulted from the negligence or Wilful
         Misconduct of the Ship Operator, its agents or employees. The Ship
         Operator shall indemnify and hold harmless the Maintenance Authority
         concerned against all claims, actions, demands, or judgements for such
         direct damages.

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22.2     Each Ship Operator shall be liable for injury or damages sustained by
         its employees or agents in the course of their employment or agency to
         the extent that such injury or damages are not caused by the negligence
         or Wilful Misconduct of a Maintenance Authority and said Ship Operator
         will indemnify and hold harmless the Maintenance Authorities against
         all claims, actions, demands, or judgement for such injury or damages
         by employees or agents of the Ship Operator to the extent that they are
         not caused by the negligence or Wilful Misconduct of a Maintenance
         Authority.

LIABILITY AND INDEMNITY OF MAINTENANCE AUTHORITIES

22.3     Each Maintenance Authority shall be liable for all direct damages
         arising in the discharge of its obligations under this Agreement to the
         extent that such damages have resulted from the negligence or Wilful
         Misconduct of the Maintenance Authority, its agents or employees. The
         Maintenance Authorities shall indemnify and hold harmless the Ship
         Operator concerned against all claims, actions, demands or judgements
         for such direct damages.

22.4     Each Maintenance Authority shall be liable for injury or damages
         sustained by its employees or agents in the course of their employment
         or agency to the extent that such injury or damages are not caused by
         the negligence or Wilful Misconduct of a Ship Operator and said
         Maintenance Authority will indemnify and hold harmless the Ship
         Operators against all claims, actions, demands, or judgement for such
         injury or damages by employees or agents of the Maintenance Authority
         to the extent that they are not caused by the negligence or Wilful
         Misconduct of a Ship Operator.

22.5     Except as stated in Articles 22.1 to 22.4, no Party shall be liable for
         any other damages suffered by any other Party nor shall any Party be
         required to indemnify or hold harmless any other Party against claims
         made by any person or entity against any of them for damages arising
         from the acts or omissions of any Party or its agents or employees in
         the discharge of its obligations under this Agreement.

LIABILITY AND INDEMNITY OF THE APPOINTED PARTIES

22.6     Each Appointed Party shall each exercise due care, diligence and
         promptness in the discharge of its duties and the Parties jointly and
         severally shall indemnify and hold harmless each of the Appointed
         Parties against any claims, actions, demands or judgements arising out
         of each Appointed Party's performance, purported performance or
         non-performance of its functions under this Agreement, except if such
         claims, actions, demands or judgements arise out of the negligence or
         Wilful Misconduct of the Appointed Party.

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EFFECT OF INDEMNITIES

22.7     The indemnities and undertakings to hold harmless in this Article 22
         are given in full satisfaction of any liability of whatsoever nature
         caused or arising out of an incident or series of incidents in any
         manner connected with this Agreement and are in substitution for each
         and every other right and remedy (whether arising generally at law,
         under statute or otherwise) which any of the Parties might or would
         otherwise have had against any other Party, in respect of the matters
         covered thereby.

CONSEQUENTIAL LOSS

22.8     Notwithstanding the provisions of Articles 22.1 to 22.7, no Party shall
         be liable to any other Party in contract, tort (including negligence or
         breach of statutory duty) or otherwise for loss (whether direct or
         indirect) of profits, production, business or anticipated savings or
         for any indirect or consequential loss or damage whatsoever arising in
         connection with the operation of this Agreement, howsoever caused.

ARTICLE 23        LIMIT OF LIABILITY

23.1     Notwithstanding the provisions of Articles 22.1 to 22.8, the total
         liability of any of the Parties to the other Parties collectively
         arising in any manner out of or in connection with this Agreement shall
         be limited to the sum of 1 (one) million Pounds Sterling for any one
         incident (or series of connected incidents) and 2 (two) million Pounds
         Sterling in total for any incident or series of incidents, related or
         unrelated, in any period of 12 (twelve) months, provided that the
         limitations of liability in this Article 23.1 shall not apply to:

         23.1.1 obligations to make payments in respect of Standing Charges or
         Running Costs or any other costs and expenses payable under the terms
         of this Agreement other than by way of indemnity; and/or

         23.1.2 liability for the cost of replacement of lost or damaged Spare
         Submersible Plant.

23.2     The Parties undertake that any policies of insurance that they hold in
         connection with activities carried out under this Agreement shall
         contain waivers of all rights of recovery or subrogation which would
         otherwise negate the provisions of Article 23.1.

23.3     The Parties each agree to waive any rights of marine limitation to
         which they may be entitled and which might otherwise limit or negate
         the terms of this Agreement.

23.4     No party to this Agreement excludes or restricts liability for death or
         personal injury resulting from its own negligence.

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ARTICLE 24        WAR RISKS

24.1     Unless the written consent of the Ship Operator is first obtained, a
         Cable Ship shall not be ordered into or continue in any place or any
         voyage nor be used on any service that will bring the Cable Ship within
         a zone which is dangerous as a result of any actual or threatened acts
         of war, hostilities, warlike operations, acts of piracy or of hostility
         or malicious damage against the Cable Ship or any other vessel or its
         cargo by any person, body of state whatsoever, revolution, civil war,
         civil commotion or the operation of international law, nor be exposed
         in any way to any risks or penalties whatsoever consequent upon the
         imposition of sanctions, nor carry any goods that may in any way expose
         the Cable Ship to any risks of seizure, capture, penalties or any other
         interference of any kind whatsoever by the belligerent or fighting
         powers or by any government or ruler.

24.2     Should the Cable Ship approach or be brought or ordered within such
         zone, or be exposed in any way to the said risks, the Ship Operator
         and/or the Shipowner shall be entitled from time to time to insure its
         interests in the Cable Ship against any of the risks likely to be
         involved thereby, on such terms as are reasonable and the Maintenance
         Authority concerned shall re-imburse the Ship Operator and/or the
         Shipowner for the additional premiums.

24.3     The Master shall have liberty to comply with any orders or directions
         as to departure, arrival, routes, ports of call, stoppages,
         destination. delivery or in any ways whatsoever given by the government
         of the nation under whose flag the Cable Ship sails or any other
         government or any person or body acting, or purporting to act, with the
         authority of such government or by any committee or person having,
         under the terms of the war risks insurance on the Cable Ship, the right
         to give such orders or directions.

ARTICLE 25        RELATIONSHIP OF PARTIES

25.1     The relationship and common enterprise between and among the Parties
         shall not be that of partners and shall be limited to the express
         provsions of this Agreement. Nothing contained in this Agreement shall
         be deemed to constitute a partnership or societe de fait between and
         among the Parties or to merge their assets or their fiscal or other
         liabilities or undertakings, nor shall it allow a Party to act as a
         mandatory or agent of the other Parties or any of them, except to the
         extent specifically permitted hereunder.

ARTICLE 26        ARBITRATION

26.1     All disputes arising in connection with this Agreement which cannot be
         settled amicably shall be finally settled under the rules of
         conciliation and arbitration of the International Chamber of Commerce
         by one or more arbitrators appointed in accordance with said rules. The
         results of any such arbitration shall be binding upon the Parties to
         this

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         Agreement. The language of arbitration shall be English and the
         arbitration shall take place in Geneva, Switzerland.

ARTICLE 27        AMENDMENT OF AGREEMENT AND ADMISSION OF NEW PARTIES

27.1     Except as specifically permitted under this Agreement, no provision of
         this Agreement may be amended except by the written agreement of all
         Parties.

27.2     Other persons or entities which are or become responsible for the
         maintenance of submarine telecommunications cables within the Area
         shall, upon request, be admitted as Parties.

27.3     Upon such request pursuant to Article 27.2, the signature of the
         chairman of the Management Committee on the document witnessing the
         admission of the new Party shall have the effect of binding all the
         other Parties as if each itself had signed such document and the
         chairman of the Management Committee shall then transmit a certified
         copy of the document to all the Parties. The document of admission of a
         new Party shall be in the format given in Schedule N.

ARTICLE 28        APPROVALS AND CONSENTS

28.1     The performance of this Agreement by any Party is contingent upon the
         obtaining and continuance of such approvals, consents, governmental
         authorisations, licenses and permits as may be required and each Party
         shall make all reasonable effort to obtain by 1 January 1998 and to
         have continued in effect such approvals, consents, authorisations,
         licenses and permits.

ARTICLE 29        PERIOD OF AGREEMENT

29.1     Notwithstanding any other date, this Agreement shall come into force
         pursuant to the terms of Article 2.11, shall have an effective date of
         1 January 1998 and shall be effective for a period of three years
         terminating on 31 December 2000.

29.2     A Maintenance Authority shall, however, withdraw from this Agreement
         prior to the end of this three-year period if the withdrawal of its
         Scheduled Cable from this Agreement, pursuant to Article 13.4, results
         in such Maintenance Authority having no remaining Maintenance Authority
         responsibility for any Scheduled Cables. In this instance, the
         effective date of withdrawal of such Maintenance Authority shall be
         deemed to be the date at which its last Scheduled Cable was permanently
         withdrawn from operational service. A withdrawing Maintenance Authority
         shall not be relieved of any of its obligations incurred prior to the
         effective date of such withdrawal, including the obligation to pay its
         relevant share of all costs, billable under this Agreement, which are
         incurred prior to the effective date of such withdrawal.


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ARTICLE 30        ASSIGNMENT AND SUCCESSORS BOUND

30.1     This Agreement, and the rights and obligations hereunder of the Parties
         hereto, shall not be assigned in whole or in part by any Party without
         the prior written consent of the other Parties which consent shall not
         be unreasonably withheld or delayed; except that no consent of any kind
         shall be required in the case of an assignment:

         (a)      to a successor to all or substantially all of the assigning
                  Party's business; or

         (b)      to an Affiliate;

and the assigning Party shall promptly give written notice to the other Parties
of any assignment permitted to be made without the other Parties' consent. Any
assignment hereunder shall not be valid unless the assignee/successor agrees in
writing to be bound by all the provisions hereof.

30.2     This Agreement shall be binding upon the Parties and their respective
         successors and permitted assigns.

ARTICLE 31        GOVERNING LAW

31.1     The interpretation, validity and performance of this Agreement shall be
         governed in all respects by the laws of Switzerland.

ARTICLE 32        WAIVER

32.1     The waiver of any breach of any term or condition of this Agreement
         shall not be deemed to be a waiver of any other breach of the same or
         any other term or condition of this Agreement. No waiver shall be valid
         unless it is in writing and signed on behalf of the Party making the
         waiver.

ARTICLE 33        INVALIDITY

33.1     If any provision of this Agreement is found by a irregulatory or
         judicial authority having jurisdiction to be void or unenforceable,
         such provision shall be deemed to be deleted from this Agreement and
         the remaining provisions shall continue in full force and effect.
         Notwithstanding the foregoing, the Parties shall thereupon negotiate in
         good faith in order to agree upon the terms of a mutually satisfactory
         provision to be substituted for the provision found to be void or
         unenforceable.

ARTICLE 34        CONFIDENTIALITY

34.1     Subject as is provided in Article 34.2, the Parties undertake that they
         will keep secret and confidential and will not disclose and will use
         only for the purposes of this Agreement

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         any Confidential Information which they may receive or acquire pursuant
         to this Agreement.

34.2     Notwithstanding the provisions of Article 34.1 any Party may disclose
         such Confidential Information to their Affiliates, and to their or
         their Affiliates' contractors and sub-contractors, and to any of their
         respective employees, servants or agents who need such Confidential
         Information for the purpose of enabling the Party making disclosure to
         perform any of their obligations or exercise any of their rights under
         this Agreement provided that such aforementioned Affiliate, contractor,
         subcontractor, employee, servant or agent shall have undertaken to keep
         such Confidential Information confidential and not to disclose it or
         use it for any other purpose.

ARTICLE 35        EXECUTION OF AGREEMENT

35.1     This Agreement and any amendment hereof shall be executed in three
         counterparts in the English, French and Spanish languages, and each
         such counterpart shall be an original, and such counterparts shall
         together, as well as separately, constitute one and the same Agreement.

35.2     Certified photocopies of this Agreement and any amendment hereof shall
         be distributed to the Parties by the chairman of the Management
         Committee.

35.3     If any differences in interpretation should arise between the English,
         French and Spanish versions of this Agreement or any amendment hereof,
         the English version shall be decisive.

TESTIMONIUM

IN WITNESS, WHEREOF the undersigned, duly authorised, have signed this
Agreement.

FOR AND ON BEHALF OF ADMINISTRACION NACIONAL DE
TELECOMUNICACIONES
 /s/ Name of Signatory                                     15/1/1998
_________________________________________________ DATE ___________________

FOR AND ON BEHALF OF ANTELECOM, TELECOMMUNICATION ADMINISTRATION,
NETHERLANDS ANTILLES

_________________________________________________ DATE ___________________



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FOR AND ON BEHALF OF AT&T CORP.
 /s/ Name of Signatory                                    11/12/1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF BAHAMAS TELECOMMUNICATIONS CORPORATION
 /s/ Name of Signatory                                    11/12/1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF BORD TELECOM EIREANN
 /s/ Name of Signatory                                    12/3/1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF BRITISH TELECOMMUNICATIONS plc
 /s/ Name of Signatory                                    12/11/1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF CABLE AND WIRELESS MARINE LIMITED
 /s/ Name of Signatory                                    11/12/1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF CABLE AND WIRELESS plc
 /s/ Name of Signatory                                    11/12/1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF COMPANIA ANONIMA NACIONAL TELEFONOS DE VENEZUELA

_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF COMPANIA DOMINICANA DE TELEFONOS, C. POR A.
 /s/ Name of Signatory                                    12/10/1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF COMPANHIA PORTUGUESA RADIO MARCONI, S.A.
 /s/ Name of Signatory                                    12/11/1997
_________________________________________________ DATE ___________________



Atlantic Cable Maintenance and Repair Agreement
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FOR AND ON BEHALF OF THE C.S. GLOBAL LINK, L.P., BY ITS GENERAL PARTNER
TRANSOCEANIC CABLE SHIP COMPANY, INC.
 /s/ Name of Signatory                                    11/12/1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF THE C.S. GLOBAL MARINER, L.P., BY ITS GENERAL PARTNER
TRANSOCEANOC CABLE SHIP COMPANY, INC.
 /s/ Name of Signatory                                    11/12/1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF DEUTSCHE TELEKOM AG
 /s/ Name of Signatory                                    11/11/1997
_________________________________________________ DATE ___________________


<PAGE>



FOR AND ON BEHALF OF EMPRESA BRASILEIRA DE TELECOMUNICACOES S.A.
 /s/ Name of Signatory                                    12/11/1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF FLAG LIMITED
 /s/ Name of Signatory                                    12/11/1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF FRANCE TELECOM
 /s/ Name of Signatory                                    12/11/1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF FRANCE CABLES ET RADIO
 /s/ Name of Signatory                                    12/11/1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF GEMINI SUBMARINE CABLE SYSTEM LIMITED
 /s/ Name of Signatory                                    12/11/1997
_________________________________________________ DATE ___________________




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FOR AND ON BEHALF OF MERCURY COMMUNICATIONS LIMITED

 /s/ Name of Signatory                                    11/12/1997
_________________________________________________ DATE ___________________

FOR AND ON BEHALF OF NIGERIAN TELECOMMUNICATIONS LTD

________________________________________________ DATE ___________________


FOR AND ON BEHALF OF L'OFFICE NATIONAL DES TELECOMMUNICATIONS DE
COTE D'IVOIRE
 /s/ Name of Signatory                                    13/1/1998
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF THE OFFICE NATIONAL DES POSTES ET TELECOMMUNICATIONS

 /s/ Name of Signatory                                     4/1/1998
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF POST AND TELECOM ICELAND LTD
 /s/ Name of Signatory                                    12/11/1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF PRIVATE TRANSATLANTIC TELECOMMUNICATIONS SYSTEMS, INC.

 /s/ Name of Signatory                                    12/11/1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF SOCIETE MAROCAINE DE TELECOMMUNICATIONS PAR CABLES SOUS
MARINS

 /s/ Name of Signatory                                    14/01/1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF SOCIETE NATIONALE DES TELECOMMUNICATIONS DU SENEGAL

 /s/ Name of Signatory                                    23/12/1997
_________________________________________________ DATE ___________________


Atlantic Cable Maintenance and Repair Agreement
--------------------------------------------------------------------------------


FOR AND ON BEHALF OF TELEBERMUDA INTERNATIONAL LIMITED
 /s/ Chickh Tidiane MBAYE                                 12/11/1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF TELECOMUNICACIONES INTERNACAIONALES DE ARGENTAIN
 /s/ Name of Signatory                                    Nov. 24, 1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF TELECOMUNICACIONES MARINAS, S.A.
 /s/ Name of Signatory                                    12 Nov., 1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF TELECOMMUNICATIONS SERVICES OF TRINIDAD & TOBAGO LIMITED
 /s/ Name of Signatory                                    28 Nov., 1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF TELE DANMARK A/S
 /s/ Name of Signatory                                    12/11/1997
_________________________________________________ DATE ___________________

<PAGE>

FOR AND ON BEHALF OF TELEFONICA DE ESPANA, S.A.

_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF TELEFONICA LARGA DISTANCIA DE PUERTO RICO INC.
 /s/ Name of Signatory                                    12 Nov., 1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF TELEFONOS DE MEXICO S.A. DE C.V.
 /s/ Name of Signatory                                    12 Nov., 1997
_________________________________________________ DATE ___________________



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FOR AND ON BEHALF OF TELEGLOBE CANADA INC.
 /s/ Name of Signatory                                    12 Nov., 1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF TELKOM SA LIMITED
 /s/ Name of Signatory                                    15 Dec., 1997
_________________________________________________ DATE ___________________


FOR AND ON BEHALF OF TRANSOCEANIC CABLE SHIP COMPANY, INC.
 /s/ Name of Signatory                                    12 Nov., 1997
_________________________________________________ DATE ___________________



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