<PAGE>

                                                                   Exhibit 10.33


                                                                  CONFORMED COPY
                                                                  --------------


                           Dated 15th November, 1999
                           -------------------------


                           HUTCHISON WHAMPOA LIMITED

                                      and

                     HUTCHISON TELECOMMUNICATIONS LIMITED

                                      and

                             GLOBAL CROSSING LTD.

                                      and

                             GLOBAL CROSSING LTD.

                                      and

                             HCL HOLDINGS LIMITED



                   ________________________________________

                           SUBSCRIPTION AND SALE AND
                              PURCHASE AGREEMENT
                                 in relation to
                              HCL HOLDINGS LIMITED

                   ________________________________________

<PAGE>

                                                                   EXHIBIT 10.33

THIS AGREEMENT  is made on 15th November, 1999

BETWEEN:

(1)  HUTCHISON WHAMPOA LIMITED, a company incorporated in Hong Kong and having
     its registered office at 22nd Floor, Hutchison House, 10 Harcourt Road,
     Hong Kong (the "Vendor Guarantor");

(2)  HUTCHISON TELECOMMUNICATIONS LIMITED, a company incorporated in Hong Kong
     and having its registered office at 22nd Floor, Hutchison House, 10
     Harcourt Road, Hong Kong (the "Vendor");

(3)  GLOBAL CROSSING LTD., a company incorporated in Bermuda and having its
     registered office at Wessex House, 45 Reid Street, Hamilton, HM12, Bermuda
     (the "Purchaser");

(4)  GLOBAL CROSSING LTD., a company incorporated in Bermuda and having its
     registered office at Wessex House, 45 Reid Street, Hamilton, HM12, Bermuda
     (the "Purchaser Guarantor"); and

(5)  HCL HOLDINGS LIMITED, a company incorporated in the British Virgin Islands
     and having its registered office at P.O. Box 146, Road Town, Tortola,
     British Virgin Islands (the "Company").

WHEREAS:

(A)  The Company is a company limited by shares incorporated in the British
     Virgin Islands.  The authorised share capital of the Company is as at the
     date hereof US$50,000.00 divided into 50,000 shares of US$1.00 each.
     Certain other particulars of the Company are set out in Schedule 1.

(B)  Hutchison Communications Limited ("HCL") is a company limited by shares
     incorporated in Hong Kong and is a wholly-owned subsidiary of the Company.
     Certain other particulars of HCL are set out in Schedule 2.

(C)  Immediately prior to Completion, the Vendor will be the beneficial owner of
     three shares of US$1.00 each in the Company, all of which will have been
     issued and fully paid up or credited as fully paid up and will represent
     the entire issued share capital of the Company.

(D)  The Vendor has agreed to sell and the Purchaser has agreed to purchase the
     Vendor Share (as hereinafter defined) subject to and upon the terms and
     conditions hereinafter appearing.

(E)  The Purchaser has agreed to subscribe for and the Company has agreed to
     issue and allot the New Share (as hereinafter defined).
<PAGE>

                                       2


(F)  Following completion of the transactions described in Recitals (D) and (E),
     the Vendor and the Purchaser will each be the holder of one half of the
     issued share capital of the Company.

(G)  The Purchaser may, in accordance with Clause 2.3, transfer its rights and
     obligations under this Agreement to another person.  The Purchaser
     Guarantor agrees to enter into this Agreement to, inter alia, guarantee the
     due and punctual performance of the obligations of that person.

(H)  The Vendor is a wholly-owned subsidiary of the Vendor Guarantor.  In
     consideration of the Purchaser entering into this Agreement and at the
     request of the Vendor, the Vendor Guarantor agrees to enter into this
     Agreement to, inter alia, guarantee the due and punctual performance of the
     obligations of the Vendor hereunder.

NOW IT IS HEREBY AGREED as follows:

1.   DEFINITIONS AND INTERPRETATION

1.1  In this Agreement (including the recitals above), the words and expressions
     set out below shall have the following meanings attributed to them:

     "Accounts"               the HCL Accounts, the HMSL Accounts, the HGNL
                              Accounts and the Partnership Accounts;

     "Accounts Date"          31st December, 1998;

     "Affiliate"              in relation to a company, any body corporate which
                              is for the time being the holding company or a
                              subsidiary of that company or a subsidiary of that
                              holding company ("holding company" and
                              "subsidiary" have for purposes of this Agreement
                              the meaning ascribed thereto in Section 2 of the
                              Companies Ordinance, Chapter 32 of the Laws of
                              Hong Kong);

     "Agreement"              this Agreement including its schedules and
                              exhibits;

     "Business Day"           a day on which banks in Hong Kong, New York and
                              Los Angeles are open for business (other than a
                              Saturday or a Sunday);

     "Business Plan"          the business plan of the Group set out in Exhibit
                              L;
<PAGE>

                                       3

     "Certificate of          the certificate of designations of the
     Designations"            Convertible Preferred Stock a draft of which is in
                              the agreed form;

     "Completion"             completion of the sale and purchase of the Vendor
                              Share and the subscription, issue and allotment of
                              the New Share in accordance with Clause 5 and
                              Schedule 3;

     "Completion          (a) if the Completion Date is on or before 15th
     Accounts"                January, 2000, the audited consolidated accounts
                              of the Group made up to 31st December, 1999; and

                          (b) if the Completion Date is after 15th January,
                              2000, the consolidated accounts of the Group made
                              up to the Completion Date and audited by the
                              auditors for the time being of the Company;

     "Completion Date"    (a) if the Conditions are satisfied before 31st
                              December, 1999, 3rd January, 2000; and

                          (b) if the Conditions are satisfied after 31st
                              December, 1999, the day falling ten Business Days
                              after the Conditions (other than the Condition in
                              Clause 4.1(e)) are so satisfied or waived but in
                              no event later than the End Date;

     "Conditions"             the conditions precedent set out in Clause 4.1 and
                              the expression "Condition" shall mean any of them;

     "Consideration"          the consideration due by the Purchaser in
                              accordance with Clause 3;

     "Convertible             the convertible preferred stock to be issued by
     Preferred Stock"         the Purchaser Guarantor, the terms and conditions
                              of which are set out in the Certificate of
                              Designations;

     "Counter-indemnities"    the counter-indemnities, particulars of which are
                              set out in Schedule 6;

     "Disclosure Letter"      the letter of even date herewith written by the
                              Vendor to the Purchaser and the Purchaser
<PAGE>

                                       4

                              Guarantor for the purposes of Clause 6.13(e)
                              before execution of this Agreement;

     "End Date"               15th March, 2000 or such later date as the parties
                              may agree in writing;

     "Exchange Act"           the Securities Exchange Act of 1934 of the United
                              States;

     "Excluded Business"      the businesses of the provision of paging, call
                              centres and other ancillary services and the sales
                              of mobile phones, pagers and accessories carried
                              on and operated by HCL and the other retailing
                              activities to be within the scope of the Marketing
                              and Distribution Agreement;

     "Excluded Business       the arrangements for the transfer of the
     Transfer Arrangements"   Excluded Business and the Excluded Companies, a
                              summary of which is set out in Schedule 7;

     "Excluded Companies"     Mollson Limited, Hutchison-Management of
                              Telecommunication Services Limited, Goldpraise
                              Limited and Goldtop Limited and "Excluded Company"
                              means any of them;

     "Global Crossing         the licence agreement regarding the licence of
     Licence Agreement"       certain trademarks between a wholly-owned
                              subsidiary of the Purchaser Guarantor and HCL to
                              be executed by the parties thereto at Completion a
                              draft of which is in the agreed form;

     "Global Crossing         the agreement between the Company and Global
     Network Agreement"       Crossing USA Inc. to be entered into between the
                              parties thereto at Completion a draft of which is
                              in the agreed form;

     "Group"                  the Company and the Subsidiaries, the expression
                              "Group Company" means any of them and the
                              expression "Group Companies" means all of them;

     "Hong Kong"              the Hong Kong Special Administrative Region of the
                              People's Republic of China;
<PAGE>

                                       5

     "H"                      Hutchison Telecommunications (Hong Kong) Limited;

     "H Service Agreement"    the service agreement between H, HWL and HCL to be
                              executed by the parties thereto at Completion a
                              draft of which is in the agreed form;

     "HCL Accounts"           the audited accounts of HCL for the period ended
                              on and as at the Accounts Date, a copy of which is
                              in Exhibit A;

     "HCL Network             the partnership between Hongville Limited,
     Partnership"             Palliser Investments Limited and Aberdeen
                              Commercial Investments Limited constituted by a
                              partnership agreement dated 30th June, 1994 for
                              the purpose of leasing telecommunications
                              equipment to HCL, to be reorganised pursuant to
                              the Partnership Agreement;

     "HGNL Accounts"          the audited accounts of Hutchison Global Net
                              Limited ended on and as at the Accounts Date, a
                              copy of which is in Exhibit A;

     "HMSL Accounts"          the audited accounts of Hutchison Multimedia
                              Services Limited for the period ended on and as at
                              the Accounts Date, a copy of which is in Exhibit
                              A;

     "Hutchison Licence       the licence agreement regarding the licence of
     Agreement"               certain trade marks between Hutchison Whampoa
                              Enterprises Limited, HWL and HCL to be executed by
                              the parties thereto at Completion a draft of which
                              is in the agreed form;

     "HWL Service Agreement"  the service agreement between the Vendor Guarantor
                              and HCL to be executed by the parties thereto at
                              Completion a draft of which is in the agreed form;

     "Intellectual Property"  means patents, trade marks and service marks,
                              rights in designs, trade or business names, domain
                              names, copyrights and topography rights (whether
                              or not any of these is registered and including
                              applications for registration of any
<PAGE>

                                       6

                              such thing) and rights under licences and consents
                              in relation to any such thing and all rights or
                              forms of protection of a similar nature or having
                              equivalent or similar effect to any of these which
                              may subsist anywhere in the world;

     "in the agreed form"     in the form agreed (subject to Clause 4.12)
                              between the Vendor and the Purchaser, as evidenced
                              by initialling on their behalf simultaneously with
                              the execution of this Agreement;

     "Interconnect Agreement" the agreement between Hutchison Telephone Company
                              Limited, HWL and HCL regarding interconnection to
                              be executed by the parties thereto at Completion a
                              draft of which is in the agreed form;

     "Leased Lines Agreement" the agreement between HCL, HWL and Hutchison
                              Telephone Company Limited regarding leased lines
                              to be executed by the parties thereto at
                              Completion a draft of which is in the agreed form;

     "Management Accounts"    the unaudited proforma consolidated management
                              accounts of the Group Companies as at the
                              Management Accounts Date (prepared on the basis
                              that the Excluded Business Transfer Arrangements
                              and the restructuring referred to in Clause 4.5(d)
                              have taken place), a copy of which is in Exhibit
                              B;

     "Management Accounts     30th September, 1999;
     Date"

     "Marketing and           the agreement between HCL, HWL and Hutchison
     Distribution Agreement"  Paging Services Limited regarding marketing and
                              distribution services to be provided by Hutchison
                              Paging Services Limited to be executed by the
                              parties thereto at Completion a draft of which is
                              in the agreed form;

     "MDC Agreement"          the agreement between Global Crossing Holdings
                              Ltd. and HCL regarding a media distribution centre
                              to be executed by the parties
<PAGE>

                                       7

                              thereto at Completion a draft of which is in the
                              agreed form;

     "New Share"              means one new Share to be subscribed by the
                              Purchaser and issued and allotted by the Company
                              under this Agreement;

     "OFTA"                   Office of the Telecommunications Authority;

     "Partnership Accounts"   the audited accounts of the HCL Network
                              Partnership for the period ended on and as at the
                              Accounts Date, a copy of which is in Exhibit A;

     "Partnership Agreement"  the deed between Hongville Limited, Palliser
                              Investments Limited, Aberdeen Commercial
                              Investments Limited, HCL and HCL Network
                              Partnership Holdings Limited referred to in Clause
                              4.5(d) in the agreed form to be executed by the
                              parties thereto at or before Completion whereby,
                              inter alia, HCL, Hongville Limited and HCL Network
                              Partnership Holdings Limited become respectively
                              99.98%, 0.01% and 0.01% partners of HCL Network
                              Partnership;

     "Proceedings"            any proceedings, suit or action arising out of or
                              in connection with this Agreement;

     "Proforma 1998 Accounts" the unaudited proforma consolidated accounts of
                              the Group Companies for the period ended on and as
                              at the Accounts Date (prepared on the basis that
                              the Excluded Business Transfer Arrangements and
                              the restructuring referred to in Clause 4.5(d)
                              have taken place), a copy of which is in Exhibit
                              A;

     "Purchaser Conditions"   the Conditions in Clause 4.1(a)(ii), 4.1(b),
                              4.1(e)(ii), 4.1(f)(ii) and 4.1(h);

     "Purchaser Warranties"   the representations, warranties and undertakings
                              set out in Clause 7 and Part 3 of Schedule 5 given
                              by the Purchaser  under this Agreement and under
                              the completion certificate to be provided under
                              Clause 4.1(h) and "Purchaser Warranty" shall be
                              construed accordingly;
<PAGE>

                                       8

     "Purchaser Guarantor     the representations, warranties and undertakings
     Warranties"              set out in Clause 7 and Part 4 of Schedule 5 given
                              by the Purchaser Guarantor under this Agreement
                              and under the completion certificate to be
                              provided under clause 4.1(h) and "Purchaser
                              Guarantor Warranty" shall be construed
                              accordingly;

     "Purchaser Parties"      the Purchaser, the Purchaser Guarantor and each
                              subsidiary of the Purchaser Guarantor which is a
                              party to any Relevant Agreement and "Purchaser
                              Party" means any of them;

     "Registration Rights     the registration rights agreement between the
     Agreement"               Purchaser Guarantor and the Vendor to be executed
                              by the parties thereto at Completion a draft of
                              which is in the agreed form;

     "Relevant Agreements"    this Agreement, the Global Crossing Network
                              Agreement, the H Service Agreement, the HWL
                              Service Agreement, the Hutchison Licence
                              Agreement, the Global Crossing Licence Agreement,
                              the Marketing and Distribution Agreement, the
                              Partnership Agreement, the Shareholders Agreement,
                              the Tax Covenant, the Registration Rights
                              Agreement, the MDC Agreement, the Interconnect
                              Agreement, the Leased Lines Agreement and the
                              Certificate of Designations and "Relevant
                              Agreement" means any of them;

     "SEC"                    the Securities and Exchange Commission of the
                              United States of America;

     "Securities Act"         the Securities Act of 1933 of the United States;

     "Shareholders Agreement" the shareholders agreement between the Vendor, the
                              Vendor Guarantor, the Purchaser, the Purchaser
                              Guarantor and the Company in the agreed form to be
                              executed by the parties thereto at Completion;

     "Shares"                 means shares of US$1.00 each in the capital of the
                              Company;
<PAGE>

                                       9

     "Subsidiaries"           the companies which are to be the subsidiaries of
                              the Company at Completion, particulars of which
                              are set out in Schedule 2;

     "Target Date"            15th December, 1999;

     "Taxation"           (a) any form of tax whenever created or imposed and
                              whether of Hong Kong or elsewhere, payable to or
                              imposed by any Taxation Authority and includes,
                              without limitation, profits tax, provisional
                              profits tax, interest tax, salaries tax, property
                              tax, taxes on gross or net income or receipts,
                              taxes on gains, estate duty, capital duty, stamp
                              duty, payroll tax, sales or use tax, franchise
                              tax, ad valorem tax, transfer tax, value added tax
                              and other similar liabilities or contributions and
                              any other taxes, levies, duties, charges, imposts
                              or withholdings similar to, corresponding with, or
                              replacing or replaced by any of the foregoing; and

                          (b) all charges, interest, additional tax, penalties
                              and fines, incidental or relating to any taxation
                              falling within (a) above

                              and includes (for the avoidance of doubt) any of
                              the foregoing (within (a) or (b)) which arises out
                              of the Excluded Business Transfer Arrangements and
                              the restructuring referred to in Clause 4.5(d) or
                              which are payable by or imposed on the HCL Network
                              Partnership;

     "Taxation Authority"     the Inland Revenue Department of Hong Kong and/or
                              any other revenue, customs, fiscal governmental,
                              statutory, central, federal, regional, state,
                              provincial, local governmental or municipal
                              authority, body or person, whether of Hong Kong or
                              elsewhere;

     "Tax Covenant"           the tax covenant to be executed in the agreed form
                              by the Vendor and the Vendor Guarantor in favour
                              of the Purchaser, the Purchaser Guarantor and the
                              Company at Completion;
<PAGE>

                                       10

     "Vendor Conditions"      the Conditions except (i) the Purchaser Conditions
                              and (ii) the Condition in Clause 4.1(l);

     "Vendor Parties"         the parties to the Relevant Agreements (other than
                              the Purchaser Parties) and the Group Companies and
                              "Vendor Party" means any of them;

     "Vendor Share"           one issued Share to be sold by the Vendor and
                              purchased by the Purchaser under this Agreement;

     "Vendor Warranties"      the representations, warranties and undertakings
                              set out in Clause 6 and Part 1 of Schedule 5 given
                              by the Vendor under this Agreement and under the
                              completion certificate to be provided under Clause
                              4.1(g) and "Vendor Warranty" shall be construed
                              accordingly;

     "Vendor Guarantor        the representations, warranties and undertakings
     Warranties"              set out in Clause 6 and Part 2 of Schedule 5 given
                              by the Vendor Guarantor under this Agreement and
                              under the completion certificate to be provided
                              under Clause 4.1(g) and "Vendor Guarantor
                              Warranty" shall be construed accordingly;

     "Warranties"             the Vendor Warranties, the Vendor Guarantor
                              Warranties, the Purchaser Warranties and the
                              Purchaser Guarantor Warranties and "Warranty"
                              shall be construed accordingly;

     "HK$" and "Hong Kong     Hong Kong dollars, the lawful currency of Hong
     dollars"                 Kong; and

     "US$" and "US dollars"   United States dollars, the lawful currency of the
                              United States of America.

1.2  References to statutory provisions shall where the context so admits or
requires be construed as references to those provisions as respectively amended,
consolidated, extended, or re-enacted from time to time, and shall, where the
context so admits or requires, be construed as including reference to the
corresponding provisions of any earlier legislation (whether repealed or not)
directly or indirectly amended, consolidated, extended, or replaced thereby or
re-enacted therein, which may be applicable to any
<PAGE>

                                       11

relevant tax year or other period, and shall include any orders, regulations,
instruments or other subordinate legislation made under the relevant statute.

1.3  Unless the context otherwise requires, words importing the singular only
     shall include the plural and vice versa and words importing natural persons
     shall include corporations and un-incorporated associations; words
     importing the masculine gender only shall include the feminine gender and
     the neuter gender. References to Clauses, Schedules and Exhibits are to
     clauses of, schedules to and exhibits to this Agreement.

1.4  In this Agreement and the Schedules, the words and expressions hereinbefore
     defined shall (unless the context otherwise requires) bear the same
     meanings therein given to them and this Agreement and the Schedules shall
     be construed and interpreted accordingly. The Schedules and Exhibits form
     part of this Agreement and shall be construed and have the same full force
     and effect as if expressly set out in the body of this Agreement. The
     headings contained in this Agreement are for the purposes of convenience
     only and do not form part of and shall not affect the construction of this
     Agreement or any part thereof.

1.5  References to a "company" shall be construed so as to include any company,
     corporation or other body corporate, wherever and however incorporated or
     established.

1.6  References to a "person" shall be construed so as to include any
     individual, firm, company, government, state or agency of a state or any
     joint venture, association or partnership (whether or not having separate
     legal personality).

1.7  References to "indemnify" and "indemnifying" any person against any
     circumstance include indemnifying and keeping him harmless from all
     actions, claims and proceedings from time to time made against that person
     and all loss or damage and all payments, costs or expenses made or incurred
     by that person as a consequence of or which would not have arisen but for
     that circumstance.

1.8  References to the knowledge, information, belief or awareness of any person
     shall be treated as including any knowledge, information, belief or
     awareness which the person would have if the person made reasonable
     enquiries.

1.9  The rule known as the ejusdem generis rule shall not apply and accordingly:

(a)  general words introduced by the word "other" shall not be given a
     restrictive meaning by reason of the fact that they are preceded by words
     indicating a particular class of acts, matters or things; and

(b)  general words shall not be given a restrictive meaning by reason of the
     fact that they are followed by particular examples intended to be embraced
     by the general words.
<PAGE>

                                       12

2.   SALE AND PURCHASE AND SUBSCRIPTION AND SUBSTITUTION OF PURCHASER

2.1  Subject to the fulfilment of the Conditions and the terms and conditions of
     this Agreement, the Vendor shall sell and transfer all the legal and
     beneficial interests in the Vendor Share to the Purchaser and the Purchaser
     shall purchase the Vendor Share free from all charges, liens and other
     encumbrances whatsoever and together with all rights attaching thereto
     including in particular but without prejudice to the generality of the
     foregoing the right to all dividends and other distributions declared
     and/or paid on or after the Completion Date.

2.2  Subject to the fulfilment of the Conditions and the terms and conditions of
     this Agreement, the Purchaser shall subscribe for and the Company shall
     allot and issue, fully paid, the New Share. The New Share shall be free
     from all charges, liens and other encumbrances whatsoever and together with
     all rights attaching thereto including in particular but without prejudice
     to the generality of the foregoing the right to all dividends and other
     distributions declared and/or paid on or after the Completion Date.

2.3  The Purchaser Guarantor may, at any time before Completion, by delivering a
     notice to that effect to the other parties to this Agreement, cause any of
     its wholly-owned subsidiaries or any person to whom it could, following
     Completion, transfer Shares under the Shareholders Agreement to become the
     Purchaser instead of itself, whereupon such person shall have all the
     rights and obligations of the Purchaser under this Agreement and the
     Purchaser Guarantor shall cease to have such rights and obligations, but
     without prejudice to its rights and obligations in its capacity as
     Purchaser Guarantor.

3.   CONSIDERATION

3.1  The consideration for the sale of the Vendor Share shall be the issue and
     allotment to the Vendor (or to such other wholly-owned subsidiary of the
     Vendor Guarantor as the Vendor may direct and as shall have agreed with the
     Purchaser Guarantor to be bound by Clause 10) of US$400 million in nominal
     amount of Convertible Preferred Stock credited as fully paid at par. The
     conversion price for the Convertible Preferred Stock shall be as set forth
     in the Certificate of Designations. If any event requiring adjustment of
     the Conversion Price (as defined in the Certificate of Designations) under
     the Certificate of Designations occurs between the date hereof and the
     Completion Date, the Conversion Price will be modified in accordance with
     such provisions and the change shall be reflected in the Certificate of
     Designations.

3.2  The consideration for the issue and allotment of the New Share shall be the
     payment to the Company of US$50 million in cash, US$200 million to be
     satisfied by the entry into and performance of the Global Crossing Network
     Agreement and US$150 million to be satisfied by the entry into and
     performance of the MDC Agreement.
<PAGE>

                                       13

4.   CONDITIONS PRECEDENT AND PRE- AND POST-COMPLETION MATTERS

4.1  Completion shall be subject to and conditional upon the fulfilment of the
     following Conditions:

     (a)  all approvals and consents which may be required or necessary to be
          obtained from any government or any governmental or regulatory
          authority in order for:

          (i)  each Vendor Party to enter into and perform each Relevant
               Agreement to which it is a party and to do every thing
               contemplated to be done by it as a result of or as a condition
               precedent (or otherwise preparatory) to the entry into and
               performance of the Relevant Agreements; and

          (ii) each Purchaser Party to enter into and perform each Relevant
               Agreement to which it is a party and to do every thing
               contemplated to be done by it as a result of or as a condition
               precedent (or otherwise preparatory) to the entry into and
               performance of the Relevant Agreements having been obtained;

     (b)  the approvals and/or consents listed in Part 1 of Schedule 9 having
          been obtained;

     (c)  the approvals and/or consents listed in Part 2 of Schedule 9 having
          been obtained and OFTA shall not have objected in writing to the entry
          into or performance of any Relevant Agreement (on the grounds that it
          will or might breach the terms of any licence referred to in paragraph
          7.1(1)(a) of Part 1 of Schedule 5 or otherwise);

      (d) the Vendor and the Vendor Guarantor having complied with their
          obligations under Clause 4.4 and 4.6;

      (e) no government or governmental or regulatory authority having
          instituted or threatened in writing any action (including the passing
          of any statute or regulation), suit or investigation to restrain,
          prohibit or otherwise challenge, or which would materially restrict or
          delay, the entry into or performance:

          (i)  by any Vendor Party of any Relevant Agreement or any thing to be
               done by any Vendor Party under or as contemplated by any Relevant
               Agreement; or

          (ii) by any Purchaser Party of any Relevant Agreement or any thing to
               be done by any Purchaser Party under or as contemplated by any
               Relevant Agreement.
<PAGE>

                                       14

     (f)  the delivery of legal opinions:

          (i)  reasonably satisfactory to the Purchaser, covering the existence
               and due incorporation of the Vendor Parties, their capacity and
               authority to their enter into and perform the Relevant Agreements
               to which they are parties, the validity, binding nature and
               enforceability of their obligations under those Relevant
               Agreements and the obtaining of all necessary legal and
               regulatory consents; and

          (ii) reasonably satisfactory to the Vendor, covering the existence and
               due incorporation of the Purchaser Parties and their capacity and
               authority to enter into and perform the Relevant Agreements to
               which they are parties, the validity, binding nature and
               enforceability of their obligations under those Relevant
               Agreements and the obtaining of all necessary legal and
               regulatory consents;

     (g)  the Vendor Warranties and the Vendor Guarantor Warranties being
          accurate in all material respects and not misleading if they were
          repeated at the time of Completion and on the basis that a reference
          to the actual time of Completion were substituted for any express or
          implied reference to the time of this Agreement and a completion
          certificate shall be delivered by the Vendor (in relation to the
          Vendor Warranties) and by the Vendor Guarantor (in relation to the
          Vendor Guarantor Warranties) to the Purchaser and the Purchaser
          Guarantor to that effect;

     (h)  the Purchaser Warranties and the Purchaser Guarantor Warranties being
          accurate in all material respects and not misleading if they were
          repeated at the time of Completion and on the basis that a reference
          to the actual time of Completion were substituted for any express or
          implied reference to the time of this Agreement and a completion
          certificate shall be delivered by the Purchaser (in relation to the
          Purchaser Warranties) and by the Purchaser Guarantor (in relation to
          the Purchaser Guarantor Warranties) to the Vendor and the Vendor
          Guarantor to that effect;

     (i)  each contract and licence in existence at the date of this Agreement
          which relates to the business of any Group Company but which has been
          entered into by the Vendor Guarantor or a subsidiary of the Vendor
          Guarantor which is not a Group Company shall have been novated to that
          first mentioned Group Company without amendment to its terms or the
          economic benefit and burden of that contract or, as case may be,
          licence, shall have been otherwise transferred to that first mentioned
          Group Company in a manner satisfactory to the Purchaser;

     (j)  each contract in existence at the date of this Agreement which has
          been entered into by the Vendor Guarantor or any subsidiary of the
          Vendor Guarantor which is not a Group Company as agent for a Group
          Company but which has not been
<PAGE>

                                       15

          reduced to writing shall have been reduced to writing on terms
          satisfactory to the Purchaser;

     (k)  the Vendor having delivered to the Purchaser proforma audited
          consolidated accounts of the Group (including balance sheet and
          related statement of income and statement of cash flows and prepared
          on the basis that the Excluded Business Transfer Arrangements and the
          restructuring referred to in Clause 4.5(d) have taken place) prepared
          in accordance with generally accepted accounting principles in the
          United States for the financial years ended and as of 31st December,
          1996, 1997 and 1998;

     (l)  each of the Relevant Agreements referred to in Clause 4.12 having been
          entered into in form and content satisfactory to the parties; and

     (m)  the constitutive documents of each Group Company having been amended
          in the manner contemplated by Clause 3 of the Shareholders Agreement.

4.2  If the Vendor Conditions shall not have been fulfilled (or waived by the
     Purchaser) on or before the End Date, the Purchaser shall have the right,
     in its sole discretion, to terminate this Agreement. If the Condition in
     Clause 4.1(l) shall have not been fulfilled (or waived by both parties) on
     or before the End Date, each of the Purchaser and the Vendor shall have the
     right (in its sole discretion) to terminate this Agreement. If the
     Purchaser Conditions shall not have been fulfilled (or waived by the
     Vendor) on or before the End Date, the Vendor shall have the right, in its
     sole discretion, to terminate this Agreement. Notwithstanding the foregoing
     the Purchaser may not, without the consent of the Vendor, require
     Completion if any Vendor Condition in Clause 4.1(a)(i) or 4.1(b) is not
     fulfilled and the Vendor may not, without the consent of the Purchaser,
     require Completion if any Purchaser Condition in Clause 4.1(a)(ii) or
     4.1(c) is not fulfilled. Upon any termination by the Vendor or the
     Purchaser under this Clause 4.2, this Agreement and everything contained in
     it (except for the continuing obligations under Clauses 16 and 17) shall
     terminate and be null and void and of no further effect and no party to
     this Agreement shall have any liability to the other parties, save in
     respect of any prior breaches of the terms of this Agreement.

4.3  The Vendor and the Vendor Guarantor agree to use all reasonable endeavours
     to procure the fulfilment of the Vendor Conditions and the Purchaser and
     the Purchaser Guarantor agree to use all reasonable endeavours to procure
     the fulfilment of the Purchaser Conditions, in each case by the Target
     Date.

4.4  Subject to the matters specifically disclosed (against this Clause 4.4) in
     the Disclosure Letter and matters specifically provided for in this
     Agreement (including its Exhibits) or the Relevant Agreements, the Vendor
     and the Vendor Guarantor will procure that, between the time of this
     Agreement and Completion, each Group Company will carry on business in the
     normal course. In addition, the matters listed in Schedule 4 shall require
     the prior consent in writing of the Purchaser or the Purchaser Guarantor.
<PAGE>

                                       16

4.5  The Vendor shall, immediately prior to Completion:

     (a)  procure that no Group Company has outstanding any indebtedness, actual
          or contingent, except for:

          (i)  any indebtedness owed by Group Companies to each other and to no
               other person; and

          (ii) any indebtedness permitted to exist because of Clause 4.6;

     (b)  procure that there are no amounts outstanding from any of the Vendor,
          the Vendor Guarantor or any of their respective Affiliates (other than
          the Excluded Companies) to any of the Group Companies other than
          routine trade payables arising in the ordinary course of business or
          amounts payable in respect of the matters referred to in (i), (ii) or
          (iii) of paragraph (v) of Schedule 4;

     (c)  implement and carry out the Excluded Business Transfer Arrangements so
          as, inter alia, to ensure that the Group does not include any Excluded
          Company, that no Group Company carries on or is in any way interested
          in the Excluded Business and that there are no amounts outstanding
          from any of the Excluded Companies to any of the Group Companies (the
          Vendor hereby agreeing to indemnify each Group Company against any
          liability, actual or contingent, arising out of or connected with the
          Excluded Business); and

     (d)  implement and carry out such steps and acts and execute such
          documents, instruments and deeds as referred to in Schedule 8
          (including without limitation the Partnership Agreement) to procure
          that, inter alia, HCL and HCL Network Partnership Holdings Limited
          shall become 99.98% and 0.01% partners respectively of HCL Network
          Partnership and that no Group Company has any liability, actual or
          contingent, arising out of or connected with the HCL Network
          Partnership incurred before the date of the Partnership Agreement.

4.6  The Vendor shall be responsible for the advancement of such sum of money to
     the Group, by way of interest free shareholder loans, as is necessary to
     fund the Group's operations until the Completion Date. All such shareholder
     loans advanced up to the later of the Target Date and the date on which all
     of the Vendor Conditions (except that in Clause 4.1(k)) are satisfied shall
     (together with any excess of the balance referred to in the next sentence
     over the maximum amount referred to in the next sentence) be capitalised
     upon Completion. The balance (up to a maximum of HK$100 million per month
     on a cumulative basis, prorated on a daily basis for part of a month) shall
     be repaid upon Completion.

4.7  The parties shall use their respective reasonable endeavours to procure
     that, as soon as practicable after the Completion Date, the Counter-
     indemnities shall be absolutely released and cancelled and to be replaced
     by new counter-indemnities or guarantees or other security documents to be
     given by HCL or, if and to the extent that this is not
<PAGE>

                                       17

     possible, by new counter-indemnities or guarantees or other security
     documents to be given by the Vendor and the Purchaser on a several basis
     (not joint or joint and several) in proportion to their respective
     shareholdings in the Company immediately after Completion.

4.8  If and to the extent that the replacements contemplated by Clause 4.7
     cannot be procured, the Purchaser shall give counter-indemnities to the
     Vendor in respect of one-half of the amounts for which the Vendor is liable
     under each of the non-replaced Counter-indemnities for the period from the
     Completion Date until the expiry of the relevant non-replaced Counter-
     indemnity. Pending such counter-indemnities being given, the Purchaser
     shall indemnify the Vendor Guarantor, the Vendor and their subsidiaries and
     keep the Vendor Guarantor, the Vendor and their subsidiaries harmless from
     and against one-half of all claims, proceedings, liability, costs and
     expenses incurred or suffered by the Vendor Guarantor, the Vendor and their
     subsidiaries pursuant to the Counter-indemnities for the period from the
     Completion Date until the date of the counter-indemnities being given by
     the Purchaser.

4.9  As soon as practicable following Completion, the Company shall prepare and
     have audited the Completion Accounts which shall be reviewed by Arthur
     Andersen. The Completion Accounts will be prepared in accordance with
     generally accepted accounting principles in Hong Kong and on a basis
     consistent with the Management Accounts. If the consolidated net book value
     of the tangible assets (less the consolidated liabilities) of the Group
     appearing in the Completion Accounts (after adding back thereto the net
     operating losses which are incurred between 30th September, 1999 and the
     Completion Date) (the "Adjusted Net Assets") fall short of the consolidated
     net book value of the tangible assets (less the consolidated liabilities)
     of the Group shown in the Management Accounts (the "Initial Net Assets")
     then an amount equal to one half of the shortfall will be paid by the
     Vendor to the Purchaser. The Vendor agrees not to release, for the purpose
     of preparing the Completion Accounts, any provision in the Management
     Accounts for future expenditure which has not been incurred and is not
     expected to be incurred or, if any such provision is released, that it
     shall be deducted for the purpose of computing the Adjusted Net Assets.

4.10 This Clause applies if, following their review under Clause 4.9 above,
     Arthur Andersen are of the opinion that the Adjusted Net Assets fall short
     of the Initial Net Assets (when the firm of accountants undertaking the
     audit are not of such opinion) or that the shortfall is greater than that
     which exists in the opinion of such firm. If this Clause applies, the
     Vendor and the Purchaser shall jointly appoint a third firm of accountants
     to conduct a second review. If the third firm is of the same opinion as
     Arthur Andersen, the shortfall shall be that which exists in the opinion of
     that third firm for the purposes of computing the
<PAGE>

                                       18

     amount payable by the Vendor to the Purchaser under Clause 4.9. If that
     third firm is not of the same opinion as Arthur Andersen, this Clause 4.10
     shall cease to apply. If the Vendor and the Purchaser cannot agree on the
     identity of the third firm, it shall be a reputable major international
     firm of accountants practising in Hong Kong selected by the President for
     the time being of the Hong Kong Society of Accountants.

4.11 At any time, the Purchaser may notify the Vendor that the Purchaser wants
     one or more of the Group Companies to file an election to be classified as
     a disregarded entity (or as a partnership if such Group Company is owned by
     more than one person or entity) for U.S. federal income tax purposes, in
     which event each relevant Group Company shall promptly file such an
     election (and the Vendor shall join in the making of such an election) on
     Internal Revenue Service Form 8832 (or any successor form), which election
     shall be effective as of a date specified by the Purchaser (the
     "Election"). The Purchaser Guarantor shall indemnify and hold harmless the
     Company and the Subsidiaries and the Vendor Guarantor and its Affiliates
     against any income tax arising under the laws of the United States or any
     political subdivision thereof for any period after Completion as a result
     of the filing of the Election if such income tax arises as a result of
     either (i) a post-Completion change in the tax law of the United States or
     any political subdivision thereof or (ii) any post-Completion change in the
     structure of the Group Companies (it being understood that the Election
     itself shall not constitute a change in the structure of the Group
     Companies). Notwithstanding anything to the contrary in this Section 4.11,
     the Purchaser shall have no indemnity obligation hereunder with respect to
     any tax that arises as a result of (i) any voluntary action taken by the
     Vendor, the Vendor Guarantor or their respective Affiliates, (ii) any joint
     action (other than the filing of the Election) taken by the Vendor or the
     Vendor Guarantor and the Purchaser (or their respective Affiliates), (iii)
     any connection between the Vendor, the Vendor Guarantor or their respective
     Affiliates and the United States or any political subdivision thereof
     (including, without limitation, the existence of a permanent establishment,
     the carrying on of any trade or business, or the ownership of any assets
     therein), or (iv) any obligation of the Vendor, the Vendor Guarantor or
     their respective Affiliates under any contract or other agreement by which
     it is responsible for the tax liability of any other person (including,
     without limitation, under any tax sharing agreement).

4.12 The parties will cooperate in good faith with a view to agreeing the terms
     of the Interconnect Agreement, the Leased Lines Agreement, the Global
     Crossing
<PAGE>

                                       19

     Licence Agreement, the Hutchison Licence Agreement, the Registration Rights
     Agreement, the Marketing and Distribution Agreement, the Global Crossing
     Network Agreement, the H Service Agreement, the HWL Service Agreement, the
     MDC Agreement and the Certificate of Designations by the Target Date.

5.   COMPLETION

5.1  Subject to the fulfilment of the Conditions, Completion shall take place on
     the Completion Date at the offices of Slaughter and May in Hong Kong, or at
     such other place as the parties hereto may agree where the parties hereto
     shall each perform the acts required of them as specified in Schedule 3.

5.2  Failure by the Vendor, the Vendor Guarantor or the Company to comply with
     its obligations under Clause 5.1 shall entitle the Purchaser and the
     Purchaser Guarantor to defer Completion or to terminate this Agreement.
     Failure by the Purchaser or the Purchaser Guarantor to comply with its
     obligations under Clause 5.1 shall entitle the remaining parties to defer
     Completion or to terminate this Agreement.

6.   VENDOR WARRANTIES AND VENDOR GUARANTOR WARRANTIES

6.1  The Vendor represents and warrants to the Purchaser and the Purchaser
     Guarantor that each of the Vendor Warranties is accurate in all respects
     and not misleading at the date of this Agreement and will be accurate in
     all respects and not misleading as if it was repeated on the Completion
     Date and on the basis that any reference to the Completion Date is
     substituted for any express or implied reference to the date of this
     Agreement.

6.2  The Vendor Guarantor represents and warrants to the Purchaser and the
     Purchaser Guarantor that each of the Vendor Guarantor Warranties is
     accurate in all respects and not misleading at the date of this Agreement
     and will be accurate in all respects and not misleading as if it was
     repeated on the Completion Date and on the basis that any reference to the
     Completion Date is substituted for any express or implied reference to the
     date of this Agreement.

6.3  The Vendor and the Vendor Guarantor accept that the Purchaser and the
     Purchaser Guarantor are entering into this Agreement in reliance upon each
     of the Vendor Warranties and the Vendor Guarantor Warranties.

6.4  The Vendor (in respect of the Vendor Warranties) and the Vendor Guarantor
     (in respect of the Vendor Guarantor Warranties) undertake to disclose in
     writing to the Purchaser and the Purchaser Guarantor anything which is or
     may constitute a breach of or be inconsistent with any of the Vendor
     Warranties (or, as the case may be, the Vendor Guarantor Warranties)
     immediately it comes to the notice of any of them before Completion.

6.5  The Vendor and the Vendor Guarantor undertake (if any claim is made against
     either of them in connection with any Relevant Agreement) not to enforce a
     right which either
<PAGE>

                                       20

     may have against any Group Company or any director, officer or employee of
     any Group Company in respect of a misrepresentation, inaccuracy or omission
     in or from information given by that Group Company or that director,
     officer or employee for the purpose of assisting the Vendor or the Vendor
     Guarantor in reaching agreement on any terms of any Relevant Agreement
     provided that the foregoing shall not prevent the Vendor or the Vendor
     Guarantor from enforcing any right where such misrepresentation, inaccuracy
     or omission arises as a result of wilful or fraudulent misconduct or
     omission by the Group Company, director, officer or employee in question.

6.6  Each of the Vendor Warranties and the Vendor Guarantor Warranties shall be
     construed as a separate and independent warranty and (except where
     expressly provided to the contrary) shall not be limited or restricted by
     reference to or inference from the terms of any other Vendor Warranty or
     Vendor Guarantor Warranty or any other term of this Agreement.

6.7  Subject to the provisions herein, none of the Vendor Warranties or the
     Vendor Guarantor Warranties shall in any way be extinguished or affected by
     Completion.

6.8  Without restricting the rights of the Purchaser or the Purchaser Guarantor
     or its ability to claim damages on any basis in the event that any Vendor
     Warranty or Vendor Guarantor Warranty is breached or is untrue or
     misleading, the Vendor (in respect of the Vendor Warranties) and the Vendor
     Guarantor (in respect of the Vendor Guarantor Warranties) covenant with the
     Purchaser that the Vendor (or, as the case may be, the Vendor Guarantor)
     will pay to the Group Company concerned an amount sufficient to place that
     Group Company in the financial position which it would have been in had
     such Vendor Warranty or (as the case may be) Vendor Guarantor Warranty not
     been breached, untrue or misleading, taking into account, inter alia, the
     following:

     (a)  the amount by which the value of an asset (including one warranted to
          exist but not in fact existing) or contract of any Group Company is or
          becomes less than its value would have been if that Vendor Warranty
          (or, as the case may be, Vendor Guarantor Warranty) had not been
          breached or not been untrue or misleading;

     (b)  the amount of any liability or increase in any liability which any
          Group Company has incurred or is or becomes subject to which it would
          not have incurred or become subject to or which would not have
          increased if the Vendor Warranties (or, as the case may be, the Vendor
          Guarantor Warranties) had not been breached or not been untrue or
          misleading;

     (c)  the amount by which the profits of any Group Company are less or its
          losses greater than would have been the case if that Vendor Warranty
          (or, as the case may be, that Vendor Guarantor Warranty) had not been
          breached or not been untrue or misleading; and
<PAGE>

                                       21

     (d)  any costs and expenses incurred directly or indirectly as a result of
          or in connection with any deficiency or diminution in value of any
          asset or contract or any liability or increased liability, as the case
          may be, referred to in paragraph (a) or (b)

     or will, at the direction the Purchaser, pay to the Purchaser an amount
     equal to one-half of the amount which is so sufficient.

6.9  For the avoidance of doubt, amounts payable under Clause 6.8 will be
     calculated without reference to the rules of general law relating to claims
     for damages for breach of warranty.

6.10 Subject to the other provisions contained in this Clause 6, the Vendor and
     the Vendor Guarantor (in respect of the Vendor Guarantor Warranties)
     undertake to indemnify the Purchaser and the Purchaser Guarantor against
     any losses, costs (including legal costs reasonably incurred), expenses,
     claims, damages and liabilities which the Purchaser and the Purchaser
     Guarantor may incur or suffer as a result of, arising out of or in
     connection with any breach of the Vendor Warranties or of the obligations
     of the Vendor in clause 4.5 (or, as the case may be, the Vendor Guarantor
     Warranties).

6.11 Subject to the limitations set out in Clause 6.12 and 6.13, the Purchaser
     and the Purchaser Guarantor shall be entitled to claim both before and
     after Completion that any of the Vendor Warranties or the Vendor Guarantor
     Warranties has or had been breached or is or was misleading and, without
     limitation, to claim under any covenant. Notwithstanding the foregoing, if
     (not less than two Business Days before Completion) the Vendor or the
     Vendor Guarantor provides notice to the Purchaser or the Purchaser
     Guarantor pursuant to Clause 6.4 (with full details of the breach) and the
     Purchaser and the Purchaser Guarantor proceed to Completion, such shall
     constitute a waiver of the Purchaser's and the Purchaser Guarantor's rights
     to make a claim for breach of such Warranty or that such Warranty is
     misleading.

6.12 The Vendor and the Vendor Guarantor shall not be liable for a claim for
     breach of any of the Vendor Warranties or the Vendor Guarantor Warranties
     to the extent that provision or reserve in respect thereof has been made in
     the Management Accounts.

6.13 The liability of the Vendor in respect of any claims for breach of the
     Vendor Warranties and the liability of the Vendor Guarantor in respect of
     any claims for breach of the Vendor Guarantor Warranties shall be limited
     as follows:

     (a)  the maximum liability of the Vendor and the Vendor Guarantor in
          respect of all claims for breach of the Vendor Warranties (other
<PAGE>

                                       22

     than the Vendor Warranties relating to Taxation) and the Vendor Guarantor
     Warranties shall not exceed US$400 million in aggregate;

     (b)  neither the Vendor (in respect of the Vendor Warranties) nor the
          Vendor Guarantor (in respect of the Vendor Guarantor Warranties) shall
          be liable (other than in respect of the Vendor Warranties relating to
          Taxation) for any individual claim which does not exceed US$150,000;

     (c)  the Vendor and the Vendor Guarantor shall only be liable in respect of
          any claim for breach of the Vendor Warranties (other than the Vendor
          Warranties relating to Taxation) if the liability of the Vendor and
          the Vendor Guarantor for all such claims (excluding those which may
          not be made because of paragraph (b) above) exceeds US$10,000,000 and
          in such event the Vendor and the Vendor Guarantor shall be liable for
          the whole amount of such claims and not only the excess.

     (d)  no claims may be brought against the Vendor in respect of a breach of
          the Vendor Warranties or the Vendor Guarantor (in respect of a breach
          of the Vendor Guarantor Warranties) after the expiry of a period of
          six months after delivery of the audited accounts of the Group to the
          directors of the Company for the year ended 31 December, 2000 (31st
          March, 2006 where the relevant Vendor Warranty relates to Taxation),
          and any claims brought within the specified time period shall be
          notified to the Vendor or Vendor Guarantor in writing specifying the
          basis of such claim.

     (e)  the Purchaser and the Purchaser Guarantor shall not be entitled to
          claim that any fact causes any of the Vendor Warranties (or, as the
          case may be, the Vendor Guarantor Warranties) to be breached or
          renders any of them misleading to the extent that it has been fairly
          disclosed to the Purchaser and the Purchaser Guarantor in the
          Disclosure Letter.

     (f)  the Vendor (in respect of the Vendor Warranties) and the Vendor
          Guarantor (in respect of the Vendor Guarantor Warranties) shall not be
          liable for or in respect of any breach of the Vendor Warranties (or,
          as the case may be, the Vendor Guarantor Warranties) which would not
          have arisen but for a voluntary act, omission or transaction after the
          date hereof on the part of the Purchaser which could reasonably have
          been avoided or carried out and which was not in the ordinary course
          of business or which arises from something done or omitted at the
          Purchaser's written request or with its written consent;

     (g)  the Vendor (in respect of the Vendor Warranties) and the Vendor
          Guarantor (in respect of the Vendor Guarantor Warranties) shall not be
          liable for or in respect of any breach of the Vendor Warranties (or,
          as the case may be, the Vendor Guarantor Warranties) which arises as a
          result of legislation which comes into force after the Completion Date
          and which is retrospective in effect;

     (h)  the Vendor shall not be liable for or in respect of any breach of the
          Vendor Warranties which, being a liability in respect of Taxation,
          arises by reason of an increase in the rates of taxation made after
          the date hereof with retrospective effect;
<PAGE>

                                       23

     (i)  the Vendor (in respect of the Vendor Warranties) and the Vendor
          Guarantor (in respect of the Vendor Guarantor Warranties) shall not be
          liable for or in respect of any breach of the Vendor Warranties (or,
          as the case may be, the Vendor Guarantor Warranties) which arises as a
          result of a change in the Group's accounting policies after
          Completion;

     (j)  the Vendor (in respect of the Vendor Warranties) and the Vendor
          Guarantor (in respect of the Vendor Guarantor Warranties) shall not be
          liable for or in respect of any breach of the Vendor Warranties (or,
          as the case may be, the Vendor Guarantor Warranties) which arises as a
          result of a Group Company failing to act in accordance with any
          reasonable request of the Vendor or the Vendor Guarantor, which action
          would have the effect of avoiding a breach of such Warranty or
          mitigating losses or damages due to a breach of such Warranty after
          being given a reasonable time in which to comply with any such request
          and provided that the Group Company has been indemnified by the Vendor
          and/or the Vendor Guarantor to the reasonable satisfaction of the
          Purchaser against any liability, costs, damages or expenses which may
          be incurred thereby; and

     (k)  the Vendor shall not be liable for or in respect of any breach of
          Vendor Warranties to the extent of any recovery for such matter under
          the Tax Covenant.

6.14 The Purchaser shall:

     (a)  upon any claim, action, demand or assessment being made or issued
          against the Purchaser or the Company which could lead to a claim by
          the Purchaser for breach of any of the Vendor Warranties or the Vendor
          Guarantor Warranties, as soon as reasonably practicable, give notice
          thereof to the Vendor (or, as the case may be, to the Vendor
          Guarantor) provided however, that failure to provide such notice shall
          not preclude a claim by the Purchaser hereunder unless and to the
          extent that such failure materially prejudices the Vendor's ability to
          take action as described in subsection (b) below;

     (b)  permit the Vendor (or, as the case may be, to the Vendor Guarantor) to
          take, in the name of the Company, such action as it deems appropriate
          to avoid, resist, dispute, defend, compromise or appeal against any
          such claim, action, demand or assessment and the Purchaser shall
          provide or make available to the Vendor (or, as the case may be, to
          the Vendor Guarantor) all information and documents reasonably
          required by it for such purposes and shall give all such other
          assistance in connection with such claim, action, demand or assessment
          as the Vendor (or, as the case may be, the Vendor Guarantor) may
          reasonably require, subject to the Purchaser and the Company being
          indemnified to the Purchaser's reasonable satisfaction against any
          liability, costs, damages or expenses which may be incurred thereby;
          and
<PAGE>

                                       24

     (c)  in the case of any claim against the Purchaser or the Purchaser
          Guarantor which could lead to a claim by the Purchaser for breach of
          any of the Vendor Warranties or the Vendor Guarantor Warranties,
          consult the Vendor as to the conduct of such claim and not settle it
          without the consent of the Vendor, not to be unreasonably withheld.

6.15 The Vendor Guarantor hereby covenants and undertakes with the Purchaser
     that it shall use all reasonable endeavours to procure the due and punctual
     performance and observance of all the obligations and terms of each other
     Vendor Party under each Relevant Agreement to which it is a party.

7.   PURCHASER WARRANTIES AND PURCHASER GUARANTOR WARRANTIES

7.1  The Purchaser represents and warrants to the Vendor and the Vendor
     Guarantor that each of the Purchaser Warranties is accurate in all respects
     and not misleading at the date of this Agreement and will be accurate in
     all respects and not misleading as if it was repeated on the Completion
     Date and on the basis that any reference to the Completion Date is
     substituted for any express or implied reference to the date of this
     Agreement.

7.2  The Purchaser Guarantor represents and warrants to the Vendor and the
     Vendor Guarantor that each of the Purchaser Guarantor Warranties is
     accurate in all respects and not misleading at the date of this Agreement
     and will be accurate in all respects and not misleading as if it was
     repeated on the Completion Date and on the basis that any reference to the
     Completion Date is substituted for any express or implied reference to the
     date of this Agreement.

7.3  The Purchaser and the Purchaser Guarantor accept that the Vendor and the
     Vendor Guarantor are entering into this Agreement in reliance upon each of
     the Purchaser Warranties and the Purchaser Guarantor Warranties.

7.4  The Purchaser (in respect of the Purchaser Warranties) and the Purchaser
     Guarantor (in respect of the Purchaser Guarantor Warranties) undertake to
     disclose in writing to the Vendor and the Vendor Guarantor anything which
     is or may constitute a breach of or be inconsistent with any of the
     Purchaser Warranties (or, as the case may be, the Purchaser Guarantor
     Warranties) immediately it comes to the notice of any of them before
     Completion.

7.5  Each of the Purchaser Warranties and the Purchaser Guarantor Warranties
     shall be construed as a separate and independent warranty and (except where
     expressly provided to the contrary) shall not be limited or restricted by
     reference to or inference from the terms of any other Purchaser Warranty or
     Purchaser Guarantor Warranty or any other term of this Agreement.

7.6  Subject to the provisions herein, none of the Purchaser Warranties or the
     Purchaser Guarantor Warranties shall in any way be extinguished or affected
     by Completion.
<PAGE>

                                       25

7.7  Subject to the other provisions contained in this Clause 7, the Purchaser
     (in respect of the Purchaser Warranties) and the Purchaser Guarantor (in
     respect of the Purchaser Guarantor Warranties) undertake to indemnify the
     Vendor and the Vendor Guarantor against any losses, costs (including legal
     costs reasonably incurred), expenses, claims, damages and liabilities which
     the Vendor and the Vendor Guarantor may incur or suffer as a result of,
     arising out of or in connection with any breach of the Purchaser Warranties
     (or, as the case may be, the Purchaser Guarantor Warranties).

7.8  Subject to the limitations set out in Clause 7.9, the Vendor and the Vendor
     Guarantor shall be entitled to claim both before and after Completion that
     any of the Purchaser Warranties or the Purchaser Guarantor Warranties has
     or had been breached or is or was misleading and, without limitation, to
     claim under any covenant. Notwithstanding the foregoing, if (not less than
     two Business Days before Completion) the Purchaser or the Purchaser
     Guarantor provides notice to the Vendor or the Vendor Guarantor pursuant to
     Clause 7.4 (with full details of the breach), and the Vendor and the Vendor
     Guarantor proceed to Completion, such shall constitute a waiver of the
     Vendor's and the Vendor Guarantor's rights to make a claim for breach of
     such Warranty or that such Warranty is misleading.

7.9  The liability of the Purchaser in respect of any claims for breach of the
     Purchaser Warranties and the liability of the Purchaser Guarantor
     Warranties in respect of any claims for breach of the Purchaser Guarantor
     Warranties shall be limited as follows:

     (a)  the maximum liability of the Purchaser and the Purchaser Guarantor in
          respect of all claims for breach of the Purchaser Warranties and the
          Purchaser Guarantor Warranties shall not exceed US$400 million in
          aggregate;

     (b)  neither the Purchaser (in respect of the Purchaser Warranties) nor the
          Purchaser Guarantor (in respect of the Purchaser Guarantor Warranties)
          shall be liable for any individual claim which does not exceed
          US$150,000;

     (c)  the Purchaser and the Purchaser Guarantor shall only be liable in
          respect of any claim for breach of the Purchaser Warranties if the
          liability of the Purchaser and the Purchaser Guarantor for all such
          claims (excluding those which may not be made because of paragraph (b)
          above) exceeds US$10,000,000 and in such event the Purchaser and the
          Purchaser Guarantor shall be liable for the whole amount of such
          claims and not only the excess; and

     (d)  no claims may be brought against the Purchaser (in respect of the
          Purchaser Warranties) or the Purchaser Guarantor (in respect of a
          breach of the Purchaser Guarantor Warranties) after the expiry of the
          earlier of (i) two years after the date of this Agreement and (ii) a
          period of six months after delivery of the audited accounts of the
          Group to the directors of the Company for the year ended 31 December,
          2000, and any claims brought within the specified time period shall be
          notified to the Vendor or Vendor Guarantor in writing specifying the
          basis of such claim;
<PAGE>

                                       26

7.10 The Purchaser hereby covenants and undertakes with the Vendor that it shall
     use all reasonable endeavours to procure the due and punctual performance
     and observance of all the obligations and terms of the Global Crossing
     Network Agreement, the Global Crossing Licence Agreement and the MDC
     Agreement respectively on the part of the parties thereto which are
     subsidiaries of the Purchaser Guarantor to be performed and observed.

8.   EFFECT OF COMPLETION

     Any provision of this Agreement and any other documents referred to in it
     which is capable of being performed after but which has not been performed
     at or before Completion and all Warranties, indemnities, covenants and
     other undertakings contained in or entered into pursuant to this Agreement
     shall remain in full force and effect notwithstanding Completion.

9.   GUARANTEES

9.1  (a)  The Purchaser Guarantor, in consideration of the Vendor entering into
          this Agreement, hereby guarantees, unconditionally and irrevocably as
          primary obligor, the due observance and performance by the Purchaser
          of all the agreements, obligations, commitments and undertakings
          contained in this Agreement (including the Purchaser Warranties)
          ("Purchaser Guaranteed Obligations") on the part of the Purchaser to
          be observed and performed and undertakes and agrees subject to Clause
          7.9 that it will indemnify the Vendor on a full indemnity basis in
          respect of all losses, costs, expenses and damage sustained by it by
          reason of or in consequence of any failure of the Purchaser to carry
          out any such Purchaser Guaranteed Obligations.

     (b)  The guarantee and indemnity provided by the Purchaser Guarantor in
          this Clause 9.1 shall subject to Clause 7.9 be a continuing guarantee
          and indemnity and shall cover all Purchaser Guaranteed Obligations of
          the Purchaser under this Agreement notwithstanding the liquidation,
          incapacity or any change in the constitution of the Purchaser or any
          settlement of account or variation or modification of this Agreement
          or any indulgence or waiver given by any party hereto or other matter
          whatsoever until the last claim whatsoever by the Vendor against the
          Purchaser has been satisfied in full.

     (c)  Should any Purchaser Guaranteed Obligation of the Purchaser, which if
          valid or enforceable would be the subject of the guarantee and
          indemnity in this Clause 9.1, be or become wholly or in part invalid
          or unenforceable against the Purchaser by reason of any defect in or
          insufficiency or want of powers of the Purchaser or irregular or
          improper purported exercise thereof or breach or want of authority by
          any person purporting to act on behalf of the Purchaser or because any
          of the rights have become barred by reason of any legal limitation,
          disability, incapacity or any other fact or circumstance whether or
          not always known to the Vendor, the Purchaser Guarantor shall
          nevertheless be liable to
<PAGE>

                                       27

          the Vendor notwithstanding the avoidance or invalidity of any term or
          condition of this Agreement whatsoever including (without limitation)
          avoidance under any enactment relating to liquidation) in respect of
          that Purchaser Guaranteed Obligation as if the same were wholly valid
          and enforceable.

     (d)  The guarantee and indemnity provided by the Purchaser Guarantor in
          this Clause 9.1 may be enforced against it by the Vendor at any time
          without first instituting legal proceedings against the Purchaser in
          the first instance or joining in the Purchaser as a party in the same
          proceedings against it.


9.2  (a)  The Vendor Guarantor, in consideration of the Purchaser entering into
          this Agreement, hereby guarantees, unconditionally and irrevocably as
          primary obligor, the due observance and performance by the Vendor of
          all the agreements, obligations, commitments and undertakings
          contained in this Agreement (including the Vendor Warranties) ("Vendor
          Guaranteed Obligations") on the part of the Vendor to be observed and
          performed and undertakes and agrees subject to Clause 6.13 that it
          will indemnify the Purchaser on a full indemnity basis in respect of
          all losses, costs, expenses and damage sustained by it by reason of or
          in consequence of any failure of the Vendor to carry out any such
          Vendor Guaranteed Obligations.

     (b)  The guarantee and indemnity provided by the Vendor Guarantor in this
          Clause 9.2 shall subject to Clause 6.13 be a continuing guarantee and
          indemnity and shall cover all Vendor Guaranteed Obligations of the
          Vendor under this Agreement notwithstanding the liquidation,
          incapacity or any change in the constitution of the Vendor or any
          settlement of account or variation or modification of this Agreement
          or any indulgence or waiver given by any party hereto or other matter
          whatsoever until the last claim whatsoever by the Purchaser against
          the Vendor has been satisfied in full.

     (c)  Should any Vendor Guaranteed Obligation of the Vendor, which if valid
          or enforceable would be the subject of the guarantee and indemnity in
          this Clause 9.2, be or become wholly or in part invalid or
          unenforceable against the Vendor by reason of any defect in or
          insufficiency or want of powers of the Vendor or irregular or improper
          purported exercise thereof or breach or want of authority by any
          person purporting to act on behalf of the Vendor or because any of the
          rights have become barred by reason of any legal limitation,
          disability, incapacity or any other fact or circumstance whether or
          not always known to the Purchaser, the Vendor Guarantor shall
          nevertheless be liable to the Purchaser notwithstanding the avoidance
          or invalidity of any term or condition of this Agreement whatsoever
          including (without limitation) avoidance under any enactment relating
          to liquidation) in respect of that Vendor Guaranteed Obligation as if
          the same were wholly valid and enforceable.

     (d)  The guarantee and indemnity provided by the Vendor Guarantor in this
          Clause 9.2 may be enforced against it by the Purchaser at any time
          without first
<PAGE>

                                       28

          instituting legal proceedings against the Vendor in the first instance
          or joining in the Vendor as a party in the same proceedings against
          it.

10.  RESTRICTION ON DISPOSAL OF CONVERTIBLE PREFERRED STOCK; REGISTRATION OF
     CONSIDERATION SHARES

10.1 The Vendor undertakes to the Purchaser and the Purchaser Guarantor that,
     subject to Clause 10.2, for a period of one year from the Completion Date,
     the Vendor and each entity holding the Convertible Preferred Stock as
     directed by the Vendor pursuant to Clause 3.1 (each a "Holder") shall not,
     except with the prior written consent of the Purchaser Guarantor:

     (a)  charge, mortgage, pledge, sell, transfer or otherwise dispose of or
          encumber (collectively "Transfer") any Convertible Preferred Stock (or
          any interest in it) or agree to do any of the foregoing; or

     (b)  issue any securities, derivatives or other financial products or grant
          any option or other rights that may be convertible into any shares or
          stock of the Purchaser Guarantor or any interest therein or enter into
          any agreement or arrangement in respect of the foregoing or any other
          agreement or arrangement for the purpose of hedging the risk of a
          decline in the value of the Convertible Preferred Stock.

10.2 The Vendor shall be entitled to Transfer any of the Convertible Preferred
     Stock:

     (a)  at any time upon the occurrence of a Change in Control; or

     (b)  at any time to a Subsidiary (as defined below for the purposes of this
          Clause 10 only) of the Vendor Guarantor only for so long as the
          transferee remains a Subsidiary (a "Permitted Transferee") provided
          however that the Permitted Transferee becomes a party to this
          Agreement by executing and delivering to the Purchaser Guarantor an
          Agreement Counterpart and Acknowledgement in substantially the form of
          Schedule 10.  Following any such Transfer, the Vendor Guarantor shall
          remain bound by the terms of this Agreement.

10.3 In this Clause 10:

     "Affiliate"        of any person means any other person who, directly or
                        indirectly, Controls, is under common control or is
                        controlled by such other person. For purposes of this
                        definition, "Control" (including, with correlative
                        meanings, the terms "controlling," "controlled by" and
                        "under common control with"), as used with respect to
                        any person, shall mean the power, directly or
                        indirectly, to direct or cause the direction of the
                        management or policies of such person, whether through
                        the ownership of voting securities, by contract or
<PAGE>

                                       29

                        otherwise; provided that beneficial ownership of 10% or
                        more of the Voting Stock of a person shall be deemed to
                        be Control.

     "Change in         means, with respect to the Purchaser Guarantor, the
     Control"           occurrence of any of the following: (i) any "person" (as
                        such term is used in Section 13(d)(3) of the Securities
                        Exchange Act of 1934, as amended (the "Exchange Act")),
                        other than a Permitted Holder, is or becomes the
                        beneficial owner, directly or indirectly, of 35% or more
                        of the Voting Stock (as defined below) (measured by
                        voting power rather than number of shares) of the
                        Purchaser Guarantor, and the Permitted Holders own, in
                        the aggregate, a lesser percentage of the total Voting
                        Stock (measured by voting power rather than by number of
                        shares) of the Purchaser Guarantor than such person and
                        do not have the right or ability by voting power,
                        contract or otherwise to elect or designate for election
                        a majority of the board of directors of the Purchaser
                        Guarantor (for the purposes of this definition, such
                        other person shall be deemed to "beneficially own" any
                        Voting Stock of a specified corporation held by a parent
                        corporation if such other person beneficially owns,
                        directly or indirectly, more than 35% of the Voting
                        Stock (measured by voting power rather than by number of
                        shares) of such parent corporation and the Permitted
                        Holders beneficially own, directly or indirectly, in the
                        aggregate a lesser percentage of Voting Stock (measured
                        by voting power rather than by number of shares) of such
                        parent corporation and do not have the right or ability
                        by voting power, contract or otherwise to elect or
                        designate for election a majority of the board of
                        directors of such parent corporation), (ii) during any
                        period of two consecutive years, Continuing Directors
                        cease for any reason to constitute a majority of the
                        board of directors of the Purchaser Guarantor, (iii) the
                        Purchaser Guarantor consolidates or merges with or into
                        any other person, other than a consolidation or merger
                        (a) of the Purchaser Guarantor into Global Crossing
                        Holdings Ltd. ("GCH") or GCH into the Purchaser
                        Guarantor, or the Purchaser Guarantor with or into a
                        Subsidiary of the Purchaser Guarantor or (b) pursuant to
                        a transaction in which the outstanding Voting Stock of
                        the Purchaser Guarantor is changed into or exchanged for
                        cash, securities or other property with the effect that
                        the beneficial owners of the outstanding Voting Stock of
                        the
<PAGE>

                                       30

                        Purchaser Guarantor immediately prior to such
                        transaction, beneficially own, directly or indirectly,
                        more than 35% of the Voting Stock (measured by voting
                        power rather than number of shares) of the surviving
                        corporation immediately following such transaction or
                        (iv) the sale, transfer, conveyance or other disposition
                        (other than by way of merger or consolidation), in one
                        or a series of related transactions, of all or
                        substantially all of the assets of the Purchaser
                        Guarantor and its Subsidiaries, taken as a whole, to any
                        person other than a Subsidiary of the Purchaser
                        Guarantor or a Permitted Holder or a person more than
                        50% of the Voting Stock (measured by voting power rather
                        than by number of shares) of which is owned, directly or
                        indirectly, following such transaction or transactions
                        by the Permitted Holders; provided however that sales,
                        transfers, conveyances or other dispositions in the
                        ordinary course of business of capacity on cable systems
                        owned, controlled or operated by the Purchaser Guarantor
                        or any Subsidiary or of telecommunications capacity or
                        transmission rights acquired by the Purchaser Guarantor
                        or any Subsidiary for use in its business, including,
                        without limitation, for sale, lease, transfer,
                        conveyance or other disposition to any customer of the
                        Purchaser Guarantor or any Subsidiary shall not be
                        deemed a disposition of assets for purposes of this
                        clause (iv).

     "Continuing        means individuals who at the beginning of the period
     Directors"         of determination constituted the board of directors of
                        the Purchaser Guarantor, together with any new directors
                        whose election by such board of directors or whose
                        nomination for election by the shareholders of the
                        Purchaser Guarantor was approved by a vote of at least a
                        majority of the directors of the Purchaser Guarantor
                        then still in office who were either directors at the
                        beginning of such period or whose election or nomination
                        for election was previously so approved or is designee
                        of any one of the Permitted Holders or any combination
                        thereof or was nominated or elected by any such
                        Permitted Holder(s) or any of their designees.

     "Permitted Holder" means, with respect to the Purchaser Guarantor, any of
                        (i) Pacific Capital Group, Inc. and its Affiliates, (ii)
                        CIBC Oppenheimer Corp. and its Affiliates and (iii) any
                        other "person" (as such term is used in Section 13(d)(3)
                        of the Exchange Act) which, together with such person's
<PAGE>

                                       31

                        Affiliates, is the "beneficial owner" (as such term is
                        defined in Rule 13d-3 and Rule 13d-5 under the Exchange
                        Act) on the date hereof of more than 20% of the common
                        stock of the Purchaser Guarantor;

     "Subsidiary"       means, with respect to any person, (i) any corporation,
                        association or other business entity of which more than
                        50% of the total voting power of shares of capital stock
                        entitled (without regard to the occurrence of any
                        contingency) to vote in the election of directors,
                        managers or trustee thereof is at the time owned or
                        controlled, directly or indirectly, by such person or
                        one or more of the other Subsidiary of that person (or a
                        combination thereof) and (ii) any partnership (a) the
                        sole general partner or the managing general partner of
                        which is such person or a Subsidiary of such person or
                        (b) the only general partners of which are such person
                        or of one or more Subsidiaries of such person (or any
                        combination thereof);"Voting Stock" of any person as of
                        any date means the capital stock of such person that is
                        at the time entitled to vote in the election of the
                        Board of Directors of such person.

     The "occurrence" or "consummation" of any transaction involving any offer,
     exchange, conversion or like arrangement with respect to the Convertible
     Preferred Stock shall be deemed to take place three days (being any other
     than a Saturday or a United States federal, Bermuda or Hong Kong holiday)
     prior to the record date, acceptance date or similar deadline or expiration
     date for participation in the relevant transaction or on such other earlier
     date as may be necessary to permit the holder of the Convertible Preferred
     Stock to participate fully in such transaction on a basis no less
     favourable than other stockholders of the Purchaser Guarantor.

     References to Convertible Preferred Stock include any shares or stock of
     the Purchaser Guarantor into which the Convertible Preferred Stock is
     convertible or is converted.

10.4 Notwithstanding anything to the contrary in this Agreement, any Transfer
     otherwise permitted pursuant to this Clause 10 shall be in compliance with
     the provisions of the Securities Act and applicable state securities laws
     of the states of the United States and other jurisdictions, as applicable
     and, if the Purchaser Guarantor so requests, the transferor shall deliver
     to the Purchaser Guarantor an opinion, reasonably satisfactory to the
     Purchaser Guarantor, of counsel to the transferor as to such compliance.

10.5 (a)  (i)  Each certificate evidencing outstanding Convertible Preferred
               Stock held of record or owned beneficially, directly or
               indirectly, by the Vendor or a Permitted Transferee shall bear
               the following legend:
<PAGE>

                                       32

               "THE SHARES OF PREFERRED STOCK, WITH LIQUIDATION PREFERENCE $100
               PER SHARE, OF THE COMPANY REPRESENTED BY THIS CERTIFICATE MAY NOT
               BE OFFERED OR SOLD ABSENT REGISTRATION UNDER THE SECURITIES ACT
               OF 1933, AS AMENDED (THE "ACT"), AND ANY APPLICABLE STATE
               SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION
               REQUIREMENTS UNDER THE ACT.  THE SHARES REPRESENTED BY THIS
               CERTIFICATE MAY NOT BE TRANSFERRED PRIOR TO [              ]."

          (ii) Each certificate evidencing shares of common stock of the
               Purchaser Guarantor of par value US$0.01 per share issuable upon
               conversion of the shares of Convertible Preferred Stock held of
               record or owned beneficially, directly or indirectly, by the
               Vendor or a Permitted Transferee shall bear the following legend:

               "THE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF THE
               COMPANY REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR
               SOLD ABSENT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
               AMENDED (THE "ACT"), AND ANY APPLICABLE STATE SECURITIES LAWS OR
               AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER
               THE ACT.  THE SHARES REPRESENTED  BY THIS CERTIFICATE MAY NOT BE
               TRANSFERRED PRIOR TO [          ] AND, THEREAFTER, ONLY IN
               COMPLIANCE WITH THE PROVISIONS OF THE SALE AND PURCHASE AND
               SUBSCRIPTION AGREEMENT, DATED 15TH NOVEMBER, 1999, AMONG
               HUTCHISON WHAMPOA LIMITED, HUTCHISON TELECOMMUNICATIONS LIMITED,
               GLOBAL CROSSING LTD., GLOBAL CROSSING LTD. AND HCL HOLDINGS
               LIMITED."

     (b)  At any time after the second anniversary of the Completion Date, each
          Person who is the record holder of Convertible Preferred Stock may
          surrender to the Purchaser Guarantor any certificates held of record
          by such Person and bearing the legend set forth in Clause 10.5(a), and
          upon surrender of such certificates, the purchaser Guarantor shall
          reissue such certificates without such legend. The Purchaser Guarantor
          shall not include any legend on any certificate issued or reissued
          that it determines is no longer applicable or required by this
          Agreement or applicable securities laws.

10.6 At Completion, the relevant parties will enter into the Registration Rights
     Agreement.

11.  REMEDIES AND WAIVERS

11.1 Any party may, in its discretion, by a notice in writing signed by such
     party, in whole or in part release, compound or compromise, or waive its
     rights or grant time or indulgence
<PAGE>

                                       33

     in respect of, any liability to it under this Agreement without in any way
     prejudicing or affecting the liability of or its rights in respect of the
     same or a like liability.

11.2 Neither the single or partial exercise or temporary or partial waiver by
     any party hereto of any right, nor the failure by any party to exercise in
     whole or in part any right or to insist on the strict performance of any
     provision of this Agreement, nor the discontinuance, abandonment or adverse
     determination of any proceedings taken by any party to enforce any right or
     any such provision shall (except for the period or to the extent covered by
     any such temporary or partial waiver) operate as a waiver of, or preclude
     any exercise or enforcement or (as the case may be) further or other
     exercise or enforcement by such party of, that or any other right or
     provision.

11.3 The rights, powers and remedies provided in this Agreement are cumulative
     and not exclusive of any rights, powers and remedies provided by law.

12.  ASSIGNMENT

     Except as contemplated by Clause 2.3, the rights or benefits of or under
     this Agreement, including without limitation the Warranties, may not be
     assigned (nor may any cause of action arising in connection with any of
     them be assigned) by any party or its successor in title without the prior
     written consent of the other parties.

13.  ACCESS AND FURTHER ASSURANCE

13.1 As from the date of this Agreement, the Purchaser, its accountants and
     agents will be given full access during normal business hours to the
     premises and all the books and records of each Group Company and the
     directors and employees of each Group Company and each Group Company will
     be instructed to give promptly all information and explanation to the
     Purchaser or any such persons as they may reasonably request.

13.2 Subject to Completion, each party agrees with and undertakes to the other
     parties that at any time and from time to time upon the written request of
     the other parties, such party will:

     (a)  promptly and duly execute and deliver any and all such further
          instruments and documents and do or procure to be done all and any
          such acts or things as any other party may reasonably deem necessary
          in obtaining the full benefits of this Agreement and of the rights and
          ownership herein granted; and

     (b)  do or procure to be done each and every act or thing which any other
          party may from time to time reasonably require to be done for the
          purpose of enforcing such other party's rights under this Agreement.
<PAGE>

                                       34

14.  ENTIRE AGREEMENT

14.1 This Agreement together with all other documents which are referred to in
     this Agreement or are required by its terms to be entered into constitute
     the entire agreement and understanding between the parties relating to the
     transactions hereby contemplated.

14.2 No purported alteration or variation of this Agreement shall be effective
     unless it is in writing, refers specifically to this Agreement and is duly
     executed by each of the parties hereto.

15.  NOTICES

15.1 Any notice or other communication given or made under or in connection with
     the matters contemplated by this Agreement shall be in writing (other than
     writing on the screen of a visual display unit or other similar device
     which shall not be treated as writing for the purposes of this Clause) and
     shall be deemed to be duly given if it (or the envelope containing it)
     identifies the party to whom it is intended to be given as the addressee
     and:

     (a)  it is delivered by being handed personally to the addressee; or

     (b)  the envelope containing the notice is properly addressed to the
          addressee at its address set out below and duly posted by first class
          mail or registered post or recorded delivery service (or by airmail
          registered post if overseas) or the notice is duly transmitted to that
          address by facsimile transmission, and, in proving the giving or
          service of such notice, it shall be sufficient to prove that the
          notice was duly given within the meaning of this Clause 15.1.

15.2 A notice (or the envelope containing it) sent by post shall not be deemed
     to be duly posted for the purposes of Clause 15.1 unless it is put into the
     post properly stamped or with all postal or other charges in respect of it
     otherwise prepaid.

15.3 Any such notice or other communication shall be addressed as provided in
     Clause 15.4 and, if so addressed, shall be deemed to have been duly given
     and received as follows:

(a)  if sent by personal delivery, upon delivery at the address of the relevant
     party;

(b)  if sent by post, two (or, when sent by airmail, five) Business Days after
     the date of posting; and

(c)  if sent by facsimile, when despatched upon receipt of a correct
     transmission report
<PAGE>

                                       35

     provided that if, in accordance with the above provisions, any such notice
     or other communication would otherwise be deemed to be given or made
     outside working hours, such notice or other communication shall be deemed
     to be given or made at the start of working hours on the next Business Day.

15.4 The relevant addressee, address and facsimile number of each party for the
     purposes of this Agreement, subject to Clause 15.5, are:

     Hutchison Whampoa Limited
     Address:        22nd Floor, Hutchison House
                     10 Harcourt Road
                     Hong Kong
     Attn:           The Company Secretary
     Facsimile No.:  2128-1778

     Hutchison Telecommunications Limited
     Address:        18th Floor, 2 Harbour Front
                     22 Tak Fung Street
                     Hung Hom
                     Kowloon
                     Hong Kong
     Attn:           The Finance Director
     Facsimile No.:  2128-3104
<PAGE>

                                       36

     Global Crossing Ltd.
     Address:        c/o Global Crossing Development Co.
                     360N Crescent Drive
                     Beverly Hills
                     CA90210
     Attn:           General Counsel
     Facsimile No.:  310-281-3820

     HCL Holdings Limited
     Address:        c/o Hutchison Telecommunications Limited
                     18th Floor, 2 Harbour Front
                     22 Tak Fung Street
                     Hung Hom
                     Kowloon
                     Hong Kong
     Attn:           The Finance Director
     Facsimile No.:  2128-3104

15.5 A party may notify the other parties to this Agreement of a change of its
     name, relevant addressee, address or facsimile number for the purposes of
     Clause 15.4 provided that such notification shall only be effective on:

     (a)  the date specified in the notification as the date on which the change
          is to take place; or

     (b)  if no date is specified or the date specified is less than five
          Business Days after the date on which notice is given, the date
          falling five clear Business Days after notice of any such change has
          been given.

16.  ANNOUNCEMENTS

16.1 Subject to Clause 16.2, no party to this Agreement shall make any public
     announcement or public communication or despatch any circular concerning
     this Agreement or the transactions or arrangements hereby contemplated or
     herein referred to or any matter ancillary hereto or thereto without the
     prior written consent of the other parties to this Agreement.

16.2 Each party may after consultation with the other parties (if practicable in
     the circumstances) make an announcement or communication or despatch a
     circular concerning this Agreement and the transactions hereby contemplated
     if required by:

     (a)  the law of any relevant jurisdiction; or

     (b)  a court of competent jurisdiction, any securities exchange or
          regulatory or governmental body to which any party is subject,
          wherever situated, including but not limited to The Stock Exchange of
          Hong Kong Limited, the Securities and
<PAGE>

                                       37

     Futures Commission, the SEC, the NASDAQ Stock Market or the National
     Association of Securities Dealers, whether or not the requirement has the
     force of law.

17.  COST AND EXPENSES

17.1 Except as otherwise stated in Clauses 17.2 and 17.3 and any other provision
     of this Agreement, each party shall pay its own costs and expenses
     (including the fees and costs of any investment bank, lawyers and
     accountants engaged by it) in relation to the negotiations leading up to
     the transactions contemplated hereunder and to the preparation, execution
     and carrying into effect of the Relevant Agreements and all other documents
     referred to in them which relate to the transactions contemplated under
     them. Without limiting that generality, the Vendor and the Vendor Guarantor
     shall bear all costs and expenses (including all stamp and similar duties
     and taxes) incurred in doing what is required to be done under Clause 4.5.

17.2 Any stamp duty payable in connection with the transfer of the Vendor Share
     shall be shared between the Vendor and the Purchaser in equal proportions.
     Any capital or similar duty payable on or preparatory to the issue of the
     New Share shall be paid by the Company.

17.3 Any capital duty, fees or expenses payable in connection with the issue and
     allotment of Convertible Preferred Stock pursuant to this Agreement shall
     be borne by the Purchaser Guarantor.

18.  TIME OF ESSENCE

     Time shall be of the essence of this Agreement as regards any time, date or
     period fixed by this Agreement for the performance of any obligation by any
     of the parties hereto whether as originally fixed or as altered in any
     manner provided herein.

19.  EXECUTION AND COUNTERPARTS

     This Agreement may be executed in one or more counterparts each of which
     shall be binding on each party by whom or on whose behalf it is so
     executed, but which together shall constitute a single instrument.  For the
     avoidance of doubt, this Agreement shall not be binding on any party hereto
     unless and until it shall have been executed by or on behalf of all persons
     expressed to be party hereto.

20.  INVALIDITY

     Each provision of this Agreement is severable and distinct from the others
     and if at any time any provision of this Agreement is or becomes illegal,
     invalid or unenforceable in any respect under the law of any jurisdiction,
     that shall not affect or impair:
<PAGE>

                                       38

     (a)  the legality, validity or enforceability in that jurisdiction of any
          other provision of this Agreement; or

     (b)  the legality, validity or enforceability under the law of any other
          jurisdiction of that or any other provision of this Agreement.

21.  GOVERNING LAW AND JURISDICTION

21.1 This Agreement shall be governed by and construed in all respects in
     accordance with the laws of England.

21.2 The parties to this Agreement irrevocably agree that the courts of England
     are to have jurisdiction to settle any disputes which may arise out of or
     in connection with this Agreement and that accordingly any Proceedings may
     be brought in such courts. Nothing contained in this clause shall limit the
     right of any of the parties to take Proceedings against any other party in
     any other court of competent jurisdiction, nor shall the taking of
     Proceedings in one or more jurisdictions preclude the taking of proceedings
     in any other jurisdiction, whether concurrently or not, to the extent
     permitted by the law of such other jurisdiction.

22.  AGENTS FOR SERVICE

22.1 The Purchaser and the Purchaser Guarantor hereby irrevocably agree that any
     Service Document may be sufficiently and effectively served on it in
     connection with Proceedings by service on Global Crossing Ltd. at 4th
     Floor, Washington House, 40-41 Conduit Street, London W1R 9FB, England, if
     no replacement agent has been appointed and notified to the other parties
     pursuant to Clause 22.4, or on the replacement agent if one has been
     appointed and notified to the other parties.

22.2 The Vendor, the Vendor Guarantor and the Company hereby irrevocably agree
     that any Service Document may be sufficiently and effectively served on it
     in connection with Proceedings by service on its agent The Law Debenture
     Corporation plc at 95 Gresham Street, London, EC2V 7LY, England, if no
     replacement agent has been appointed and notified to the other parties
     pursuant to Clause 22.4, or on the replacement agent if one has been
     appointed and notified to the other parties.

22.3 Any document addressed in accordance with Clause 22.1 or 22.2 shall be
     deemed to have been duly served if:

     (a)  left at the specified address, when it is left; or

     (b)  sent by first class post, two Business Days after the date of posting.

22.4 If any agent referred to in Clause 22.1 or 22.2 (or any replacement agent
     appointed pursuant to this Clause) at any time ceases for any reason to act
     as such or the original appointer wishes to appoint a replacement agent,
     the original appointer shall appoint a
<PAGE>

                                       39

     replacement agent to accept service having an address for service in
     England and shall notify the other parties of the name and address of the
     replacement agent. If the Purchaser or the Purchaser Guarantor does not do
     this, each of them irrevocably authorises the Vendor to do it on their
     behalf. If the Vendor or the Vendor Guarantor does not do this, each of
     them irrevocably authorises the Purchaser to do it on their behalf.

22.5 "Service Document" means a writ, summons, order, judgement or other process
     issued out of the courts of England in connection with any Proceedings.

IN WITNESS whereof this Agreement has been duly executed on the date first
above written.
<PAGE>

                                       40




SIGNED by FOK KIN NING, CANNING         )
for and on behalf of                    )
HUTCHISON WHAMPOA LIMITED               )             FOK KIN NING, CANNING
(as Vendor Guarantor)                   )
in the presence of:                     )

         JOHN EDWARD LANGE II
         Solicitor, Hong Kong SAR



SIGNED by FOK KIN NING, CANNING         )
for and on behalf of                    )
HUTCHISON TELECOMMUNICATIONS            )             FOK KIN NING, CANNING
LIMITED (as Vendor)                     )
in the presence of:                     )

         JOHN EDWARD LANGE II
         Solicitor, Hong Kong SAR



SIGNED by GARY WINNICK                  )
for and on behalf of                    )
GLOBAL CROSSING LTD. (as Purchaser      )             GARY WINNICK
and Purchaser Guarantor)                )
in the presence of:                     )

         ST.J.A. FLAHERTY
         Solicitor, Hong Kong SAR
         Slaughter and May



SIGNED by FOK KIN NING, CANNING         )
for and on behalf of                    )
HCL HOLDINGS LIMITED                    )             FOK KIN NING, CANNING
(as the Company)                        )
in the presence of:                     )

         JOHN EDWARD LANGE II
         Solicitor, Hong Kong SAR
<PAGE>

                                       41

                                   SCHEDULE 1:

                       Particulars of HCL Holdings Limited
<TABLE>
<CAPTION>

Name :    HCL Holdings Limited

<S>                                <C>      <C>
1.       Registered office         :        P.O. Box 146, Road Town, Tortola, British Virgin Islands

2.       Date of Incorporation     :        10th September, 1992
         Incorporation Number:     69098
         Place of Incorporation    :        British Virgin Islands

3.       Directors                 :        KHOO Chek Ngee
                                            CHAN Ting Yu
                                            NARDI Agnes

4.       Secretary                 :        SHIH Edith

5.       Share Capital:  Authorised:        US$50,000.00 divided into 50,000 shares of one dollar
                                            (US$1.00) par value each

                         Issued:            US$1.00 comprising one share of US$1.00 (as at the date of
                                            this Agreement)

                                   :        US$3.00 divided into three shares of US$1.00 each
                                            (immediately prior to Completion)
</TABLE>
<TABLE>
<CAPTION>

6.       Shareholders:

<S>     <C>                            <C>                        <C>                     <C>
         Registered Shareholder        Beneficial Shareholder     No. of shares           No. of shares
         ----------------------        ----------------------     -------------           -------------
                                                                  (as at the date of      (immediately prior to
                                                                  this Agreement)         Completion)

         Vendor                        Vendor                     -1-                     -3-

7.       Auditors                  :        PricewaterhouseCoopers

8.       Financial Year End        :        31st December
</TABLE>
<PAGE>

                                       42

                                   SCHEDULE 2:

                                     Part 1
                               Particulars of HCL

<TABLE>
<CAPTION>

Name :   Hutchison Communications Limited

<S>                                <C>      <C>
1.       Registered office:                 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong

2.       Date of Incorporation     :        22nd October, 1992
         Incorporation Number:     385946
         Place of Incorporation    :        Hong Kong

3.       Directors                 :        SNOOK Hans Roger
                                            FOK Kin Ning, Canning
                                            KHOO Chek Ngee
                                            CHOW WOO Mo Fong, Susan
                                            LUI Pok Man, Dennis
                                            NARDI Agnes
                                            SIXT Frank John
                                            WONG King Fai, Peter

4.       Secretary                 :        SHIH Edith

5.       Share Capital:  Authorised:        HK$10,000.00 divided into 1,000 shares of HK$10.00 each

                         Issued:            HK$20.00 divided into 2 shares of HK$10.00 each
</TABLE>

<TABLE>
<CAPTION>

6.       Shareholders:

<S>      <C>                                <C>                                                 <C>
         Registered shareholder                      Beneficial shareholder                     No. of Shares
         ----------------------                      ----------------------                     -------------

         HCL Holdings Limited                        HCL Holdings Limited                       -1-

         Colonial Nominees Limited                   HCL Holdings Limited                       -1-

                                                                                                ________

                                                                                                -2-

7.       Auditors                  :        PricewaterhouseCoopers

8.       Financial Year End        :        31st December
</TABLE>
<PAGE>

                                       43

                                     Part 2
                        Particulars of Carmarthen Limited

<TABLE>
<CAPTION>

Name:    Carmarthen Limited

<S>                                <C>      <C>
1.       Registered office         :        P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
                                            British Virgin Islands

2.       Date of Incorporation     :        8th January, 1999
         Incorporation Number:     307753
         Place of Incorporation    :        British Virgin Islands

3.       Directors                 :        CHOW WOO Mo Fong, Susan
                                            LUI Pok Man, Dennis
                                            NARDI Agnes

4.       Secretary                 :        SHIH Edith

5.       Share Capital:  Authorised:        US$50,000.00 divided into 50,000 shares of US$1.00 each

                         Issued:            US$1.00 divided into 1 share of US$1.00
</TABLE>

<TABLE>
<CAPTION>

6.       Shareholders:

<S>      <C>                                <C>                                                 <C>
         Registered shareholder                      Beneficial shareholder                     No. of Shares
         ----------------------                      ----------------------                     -------------

         Hutchison Communications Limited            Hutchison Communications Limited           -1-

7.       Financial Year End        :        31st December
</TABLE>
<PAGE>

                                       44

                                     Part 3
                        Particulars of Galla Town Limited
<TABLE>
<CAPTION>

Name:    Galla Town Limited

<S>      <C>                       <C>      <C>
1.       Registered office         :        P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
                                            British Virgin Islands

2.       Date of Incorporation     :        18th January, 1999
         Incorporation Number:     308988
         Place of Incorporation    :        British Virgin Islands

3.       Directors                 :        CHOW WOO Mo Fong, Susan
                                            LUI Pok Man, Dennis
                                            NARDI Agnes

4.       Secretary                 :        SHIH Edith

5.       Share Capital:  Authorised:        US$50,000.00 divided into 50,000 shares of US$1.00 each

                         Issued:            US$1.00 divided into 1 share of US$1.00
</TABLE>

<TABLE>
<CAPTION>

6.       Shareholders:

<S>      <C>                                <C>                                                     <C>
         Registered shareholder                          Beneficial shareholder                     No. of Shares
         ----------------------                          ----------------------                     -------------

         Carmarthen Limited                              Carmarthen Limited                         -1-

7.       Financial Year End        :        31st December
</TABLE>
<PAGE>

                                       45


                                    Part 4
                  Particulars of Hutchison Global Net Limited

<TABLE>
<CAPTION>

Name:    Hutchison Global Net Limited

<S>      <C>                                <C>
1.       Registered office         :        22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong

2.       Date of Incorporation     :        18th December, 1996
         Incorporation Number:     581796
         Place of Incorporation    :        Hong Kong

3.       Directors                 :        CHOW WOO Mo Fong, Susan
                                            LUI Pok Man, Dennis
                                            KHOO Chek Ngee
                                            NARDI Agnes
                                            WONG King Fai, Peter
                                            SIXT Frank John

4.       Secretary                 :        SHIH Edith

5.       Share Capital:  Authorised:        HK$10,000.00 divided into 1,000 shares of HK$10.00 each

                         Issued:            HK$20.00 divided into 2 shares of HK$10.00 each
</TABLE>

<TABLE>
<CAPTION>

6.       Shareholders:

<S>      <C>                                <C>                                                 <C>
         Registered shareholder                      Beneficial shareholder                     No. of Shares
         ----------------------                      ----------------------                     -------------

         Penstock Limited                            Penstock Limited                           -1-

         Colonial Nominees Limited                   Penstock Limited                           -1-
                                                                                                ________

                                                                                                -2-

7.       Auditors                  :        PricewaterhouseCoopers

8.       Financial Year End        :        31st December
</TABLE>
<PAGE>

                                       46

                                     Part 5
              Particulars of Hutchison MultiMedia Services Limited
<TABLE>
<CAPTION>

Name:    Hutchison MultiMedia Services Limited

<S>      <C>                                <C>
1.       Registered office         :        22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong

2.       Date of Incorporation     :        15th February, 1996
         Incorporation Number:     539375
         Place of Incorporation    :        Hong Kong

3.       Directors                 :        CHOW WOO Mo Fong, Susan
                                            LUI Pok Man, Dennis
                                            NARDI Agnes
                                            KHOO Chek Ngee
                                            SIXT Frank John
                                            WONG King Fai, Peter

4.       Secretary                 :        SHIH Edith

5.       Share Capital:  Authorised:        HK$10,000.00 divided into 1,000 shares of HK$10.00 each

                         Issued:            HK$20.00 divided into 2 share of HK$10.00 each
</TABLE>

<TABLE>
<CAPTION>

6.       Shareholders:

<S>     <C>                                 <C>                                                 <C>
         Registered shareholder                      Beneficial shareholder                     No. of Shares
         ----------------------                      ----------------------                     -------------

         Oppenheim Limited                           Oppenheim Limited                          -1-

         Colonial Nominees Ltd.                      Oppenheim Limited                          -1-
                                                                                                ________

                                                                                                -2-

7.       Auditors                  :        PricewaterhouseCoopers

8.       Financial Year End        :        31st December
</TABLE>
<PAGE>

                                       47

                                     Part 6
                        Particulars of Oppenheim Limited

<TABLE>
<CAPTION>

Name:    Oppenheim Limited

<S>      <C>                                <C>
1.       Registered office         :        P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
                                            British Virgin Islands

2.       Date of Incorporation     :        25th March, 1996
         Incorporation Number:     179999
         Place of Incorporation    :        British Virgin Islands

3.       Directors                 :        CHOW WOO Mo Fong, Susan
                                            SIXT Frank John
                                            SHIH Edith

4.       Secretary                 :        SHIH Edith

5.       Share Capital:  Authorised:        US$50,000.00 divided into 50,000 shares of US$1.00 each

                         Issued:            US$1.00 divided into 1 share of US$1.00
</TABLE>

<TABLE>

6.       Shareholders:

<S>     <C>                                 <C>                                                 <C>
         Registered shareholder                      Beneficial shareholder                     No. of Shares
         ----------------------                      ----------------------                     -------------

         Hutchison Communications Limited            Hutchison Communications Limited           -1-

7.       Financial Year End        :        31st December
</TABLE>
<PAGE>

                                       48

                                     Part 7
                         Particulars of Penstock Limited

<TABLE>
<CAPTION>

<S>      <C>                                <C>
Name :   Penstock Limited

1.       Registered office         :        P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
                                            British Virgin Islands

2.       Date of Incorporation     :        8th August, 1997
         Incorporation Number:     243382
         Place of Incorporation    :        British Virgin Islands

3.       Directors                 :        CHOW WOO Mo Fong, Susan
                                            SIXT Frank John
                                            LUI Pok Man, Dennis
                                            NARDI Agnes

4.       Secretary                 :        SHIH Edith

5.       Share Capital:  Authorised:        US$50,000.00 divided into 50,000 shares of US$1.00 each

                         Issued:            US$1.00 divided into 1 share of US$1.00
</TABLE>

<TABLE>
<CAPTION>

6.       Shareholders:

<S>      <C>                                <C>                                                 <C>
         Registered shareholder                      Beneficial shareholder                     No. of Shares
         ----------------------                      ----------------------                     -------------

         Hutchison Communications Limited            Hutchison Communications Limited           -1-

7.       Financial Year End        :        31st December
</TABLE>
<PAGE>

                                       49

                                     Part 8
                  Particulars of Timbo Star Investment Limited
<TABLE>
<CAPTION>

Name:    Timbo Star Investment Limited

<S>                                <C>      <C>
1.       Registered office         :        22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong

2.       Date of Incorporation     :        10th February, 1999
         Incorporation Number:     667392
         Place of Incorporation    :        Hong Kong

3.       Directors                 :        FOK Kin Ning, Canning
                                            CHOW WOO Mo Fong, Susan
                                            LUI Pok Man, Dennis
                                            NARDI Agnes
                                            WONG King Fai, Peter
                                            SIXT Frank John

4.       Secretary                 :        SHIH Edith

5.       Share Capital:  Authorised:        HK$10,000.00 divided into 10,000 shares of HK$1.00 each

                         Issued:            HK$2.00 divided into 2 shares of HK$1.00 each
</TABLE>

<TABLE>
<CAPTION>

6.       Shareholders:

<S>      <C>                                <C>                                                 <C>
         Registered shareholder                      Beneficial shareholder                     No. of Shares
         ----------------------                      ----------------------                     -------------

         Galla Town Limited                          Galla Town Limited                         -1-

         Colonial Nominees Limited                   Galla Town Limited                         -1-
                                                                                                ________

                                                                                                -2-

7.       Auditors                  :        PricewaterhouseCoopers

8.       Financial Year End        :        31st December
</TABLE>
<PAGE>

                                       50

                                     Part 9
                 Particulars of HCL Partnership Holdings Limited
<TABLE>
<CAPTION>

Name: HCL Partnership Holdings Limited

<S>                                <C>      <C>
1.       Registered office         :        22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong

2.       Date of Incorporation     :        15th January, 1999
         Incorporation Number:     590569
         Place of Incorporation    :        Hong Kong

3.       Directors                 :        CHOW WOO Mo Fong, Susan
                                            SIXT Frank John
                                            LUI Pok Man, Dennis
                                            NARDI Agnes

4.       Secretary                 :        SHIH Edith

5.       Share Capital:  Authorised:        HK$10,000.00 divided into 10,000 shares of HK$1.00 each

                         Issued:            HK$2.00 divided into 2 shares of HK$1.00 each
</TABLE>

<TABLE>
<CAPTION>

6.       Shareholders:

<S>      <C>                                <C>                                                         <C>
         Registered shareholder                          Beneficial shareholder                         No. of Shares
         ----------------------                          ----------------------                         -------------

         Hutchison Communications Limited                Hutchison Communications Limited               -1-

         Colonial Nominees Limited                       Hutchison Communications Limited               -1-
                                                                                                        ________

                                                                                                        -2-

7.       Auditors                  :        PricewaterhouseCoopers

8.       Financial Year End        :        31st December
</TABLE>
<PAGE>

                                       51


                                  SCHEDULE 3:


                            Completion Requirements

At Completion, all of the matters set out or referred to in this Schedule 3
shall be transacted:

1.   Obligations of the Vendor

1.1  The Vendor shall deliver or cause to be delivered to the Purchaser :

     (a)  duly executed instruments of transfer in favour of the Purchaser
          and/or its nominee in respect of the Vendor Share;

     (b)  counterparts of the Shareholders Agreement, the Tax Covenant and the
          Registration Rights Agreement duly executed by the Vendor; and

     (c)  a certified copy of resolutions of its board of directors authorising
          its execution and performance of this Agreement, the Shareholders
          Agreement and the Tax Covenant.

1.2  The Vendor shall procure that each Vendor Party (other than itself, the
     Company and the Vendor Guarantor) shall deliver or cause to be delivered to
     the Purchaser:

     (a)  a counterpart of each Relevant Agreement to which that Vendor Party is
          a party duly executed by that Vendor Party; and

     (b)  a certified copy of resolutions of that Vendor Party's board of
          directors authorising its execution and performance of each Relevant
          Agreement to which that Vendor Party is a party.

2.   Obligations of the Company

2.1  The Company shall deliver or cause to be delivered to the Purchaser:

     (a)  share certificates in the name of the Purchaser and/or its nominee in
          respect of the Vendor Share and the New Share;

     (b)  counterparts of the Shareholders Agreement and the Tax Covenant duly
          executed by the Company; and

     (c)  a certified copy of resolutions of the board of directors of the
          Company:

          (i)   approving and passing for registration the transfer in respect
                of the Vendor Share delivered pursuant to paragraph 1.1(a) of
                this Schedule 3;

          (ii)  issuing and allotting the New Share to the Purchaser and/or its
                nominee;
<PAGE>

                                       52

          (iii) authorising the issue of new share certificates in the name of
                the Purchaser and/or its nominee in respect of the Vendor Share
                and the New Share; and

          (iv)  authorising its execution and delivery of this Agreement, the
                Shareholders Agreement and the Tax Covenant.

3.   Obligations of the Vendor Guarantor

     The Vendor Guarantor shall deliver or cause to be delivered to the
     Purchaser:

     (a)  counterparts of each Relevant Agreement to which the Vendor Guarantor
          is a party duly executed by the Vendor Guarantor; and

     (b)  a certified copy of resolutions of its board of directors authorising
          the execution and performance by the Vendor Guarantor of each Relevant
          Agreement to which it is a party.

4.   Obligations of the Purchaser

4.1  The Purchaser shall deliver or cause to be delivered to the Vendor:

     (a)  counterparts of the Shareholders Agreement and the Tax Covenant duly
          executed by the Purchaser; and

     (b)  a certified copy of resolutions of its board of directors authorising
          execution and performance of this Agreement, the Tax Covenant and the
          Shareholders Agreement.

4.2  The Purchaser shall procure that each Purchaser Party (other than itself
     and the Purchaser Guarantor) shall deliver or cause to be delivered to the
     Vendor:

     (a)  a counterpart of each Relevant Agreement to which that Purchaser Party
          is a party duly executed by that Purchaser Party; and

     (b)  a certified copy of resolutions of the board of directors of that
          Purchaser Party authorising its execution and performance of each
          Relevant Agreement to which that Purchaser Party is a party.

4.3  The Purchaser shall pay (or procure that there shall be paid) to the
     Company US$50,000,000 in immediately available funds.

5.   Obligations of the Purchaser Guarantor

     The Purchaser Guarantor shall deliver or cause to be delivered to the
     Vendor:
<PAGE>

                                       53

     (a)  stock certificates in the name of the Purchaser and/or its nominees in
          respect of the Convertible Preferred Stock;

     (b)  counterparts of the Shareholders Agreement, the Tax Covenant and the
          Registration Rights Agreement duly executed by the Purchaser
          Guarantor; and

     (c)  a certified copy of resolutions of the board of directors of the
          Purchaser Guarantor:

          (i)   issuing and allotting the Convertible Preferred Stock;

          (ii)  authorising the issue of stock certificates in respect of the
                Convertible Preferred Stock in the name of the Vendor and/or its
                nominee; and

          (iii) authorising its execution and performance of this Agreement,
                the Shareholders Agreement and the Tax Covenant.
<PAGE>

                                       54

                                  SCHEDULE 4:


                     Conduct of Business before Completion

Without limitation to Clause 4.4, the Vendor and the Vendor Guarantor undertake
with the Purchaser and the Purchaser Guarantor that they will procure that no
Group Company shall between the time of this Agreement and Completion, other
than exclusively in relation to the Excluded Businesses:

(a)  dispose of, agree to dispose of, or grant or agree to grant any option in
     respect of, any material part of its assets; or

(b)  enter into any individual contract or commitment which;

     (i)   relates to matters not within the ordinary business of that Group
           Company or it exceeds HK$10 million in value; or

     (ii)  is of 18 months or greater duration, or if it has no specified
           duration, it may not be terminated on less than six months' notice;
           or

     (iii) can be terminated in the event of any change in the underlying
           ownership or control of the Group Company that is a party to that
           contract or commitment;


(c)  declare, make or pay any dividend or other distribution; or

(d)  create, grant or issue, or agree to create, grant or issue, any mortgages,
     charges (other than liens arising by operation of law), debentures or other
     securities or redeem or agree to redeem any such securities or give or
     agree to give, any guarantees or indemnities, except, in the case of
     guarantees and indemnities, in the ordinary course of trading and except
     the proposed issuance of shares in Timbo Star Investment Limited as
     described in the Disclosure Letter; or

(e)  create, allot or issue or agree to create, allot or issue any shares or
     other securities of whatsoever nature convertible into shares; or

(f)  create, issue, redeem or grant any option or right to subscribe in respect
     of any share capital or agree so to do; or

(g)  borrow (other than by bank overdraft or similar facility in the ordinary
     course of business and within limits subsisting at the date of this
     Agreement) any money or agree so to do other than interim funding as
     permitted by Clause 4.6; or

(h)  make any capital commitment with an individual contract value of HK$5
     million or more, including for this purpose, the acquisition of any capital
     asset under a finance lease; or
<PAGE>

                                       55

(i)  make a capital commitment, which, together with all other such capital
     commitments entered into between the date hereof and Completion, exceeds
     the sum of HK$175 million in the aggregate; or

(j)  dispose of any fixed asset having a net book value in excess of HK$10
     million or fixed assets having an aggregate book value in excess of HK$20
     million; or

(k)  fail to take any action required to maintain any of its insurances in force
     or knowingly do anything to make any policy of insurance void or voidable;
     or

(l)  alter the provisions of its memorandum and articles of association or by-
     laws  or adopt or pass further regulations or resolutions inconsistent
     therewith; or

(m)  change its financial year end; or

(n)  make any substantial change in the nature or organisation of its business
     (other than the acts described in Clause 4.5(d)); or

(o)  discontinue or cease to operate all or a material part of its business
     (other than pursuant to the Excluded Business Transfer Arrangements); or

(p)  change its residence for Taxation purposes, change any Taxation election,
     change any annual Taxation accounting period, change any method of Taxation
     accounting, file any material amended Taxation return, settle any material
     Taxation claim or assessment, surrender any right to claim a Taxation
     refund or consent to any extension or waiver of the limitations period
     applicable to any Taxation claim or assessment; or

(q)  reduce its share capital or purchase its own shares; or

(r)  transfer all or any material part of its business or assets to any other
     Group Company (other than pursuant to the Excluded Business Transfer
     Arrangements); or

(s)  engage or dismiss other than for cause any employee (except where the
     engagement or dismissal process has already commenced) or make any
     variation to the terms and conditions of employment of any employees other
     than in the ordinary course of business; or

(t)  pass any resolutions in general meeting or by way of written resolution,
     including, without limitation, any resolution for winding-up, or to
     capitalise any profits or any sum standing to the credit of share premium
     account or capital redemption reserve fund or any other reserve; or

(u)  make any change to the accounting procedures or principles by reference to
     which its accounts are drawn up
<PAGE>

                                       56

(v)  enter into or modify any transaction or arrangement with the Vendor or the
     Vendor Guarantor or any of their respective Affiliates (other than pursuant
     to the Excluded Business Transfer Arrangements or as provided for in Clause
     4.5(d) and other than (i) contracts with Affiliates for the supply of
     consumer goods in the ordinary course of business, (ii) the supply of
     telecommunications services in the ordinary course of business and (iii)
     the provision or purchase of services in accordance with existing practice
     and with no material change in terms or amounts of payment); or

(w)  take any action related to developing, building, acquiring, operating or
     leasing a cable landing station.

except in each case with the prior written consent of the Purchaser (not to be
unreasonably withheld in the case of the matters referred to in paragraph (r)
above) and except as expressly provided in the Relevant Agreements.
<PAGE>

                                       57

                                  SCHEDULE 5:


                                   Warranties

                                     Part 1

                                     Vendor

The Vendor hereby represents and warrants as follows:

1.   Accounts

1.1  Accounts
     --------

     Each of the HCL Accounts, the HMSL Accounts, the HGNL Accounts and the
     Partnership Accounts:

     (1)  have been prepared on a basis consistent with previous balance sheets
          and profit and loss accounts of the Group Companies and in accordance
          with generally accepted accounting principles in Hong Kong;

     (2)  comply (to the extent that they are required to do so) in all material
          respects with the Companies Ordinance and all other applicable
          ordinances, statutes and regulations;

     (3)  show a true and fair view of the state of affairs, assets and
          liabilities, profit and/or loss and financial position of the Group
          Companies as at the Accounts Date and of the results for the financial
          period ended on such date and are not affected by any unusual or non-
          recurring items not disclosed therein;

     (4)  make proper provision for the liabilities of the Group Companies as at
          the Accounts Date in accordance with generally accepted accounting
          principles referred to in (1) above; and

     (5)  make proper provision for the bad and doubtful debts and all Taxation
          not yet due and payable in accordance with generally accepted
          accounting principles referred to in (1) above.

1.2  Contingent Amounts
     ------------------

     At the Accounts Date, no Group Company had any liability, contingent,
     unquantified or disputed liability or outstanding capital commitment which
     is not adequately disclosed or provided for in the Accounts (provided that
     such liability or commitment was required to be disclosed in the Accounts
     pursuant to generally accepted accounting principles in Hong Kong).
<PAGE>

                                       58

1.3  Books and records
     -----------------

     All the accounts, books, ledgers and records of each of the Group Companies
     and of the HCL Network Partnership have been maintained in accordance with
     generally accepted accounting principles standards and practices applied in
     Hong Kong.

1.4  Proforma 1998 Accounts and Management Accounts
     ----------------------------------------------

     Each of the Proforma 1998 Accounts and the Management Accounts have been
     prepared in good faith in accordance with generally accepted accounting
     principles and policies in Hong Kong and:

     (1)  are true and fair in all material respects as at the Accounts Date and
          the Management Accounts Date respectively; and

     (2)  make proper provision for the liabilities of the relevant Group
          Company as at the Management Accounts Date in accordance with the
          generally accepted accounting principles in Hong Kong.

2.   Corporate matters and Information

2.1  Incorporation
     -------------

     Each of the Group Companies is duly incorporated or established and validly
     existing under the laws of its place of incorporation or establishment, and
     the amount and particulars of its share capital and other particulars set
     out in Schedule 2 are and will on Completion be true and accurate.

2.2  Options and Encumbrances
     ------------------------

     (1)  There are no agreements or arrangements in force which provide for the
          present or future issue, allotment or transfer of or grant to any
          person the right (whether conditional or otherwise) to call for the
          issue, allotment or transfer of any share, interest or loan capital of
          any of the Group Companies (including any option or right of pre-
          emption or conversion).

     (2)  No option, right to acquire, mortgage, charge, pledge, lien (other
          than a lien arising by operation of law in the ordinary course of
          trading) or other form of security or encumbrance or equity on, over
          or affecting the whole or any part of the undertaking or assets of any
          Group Company (including any investment in any other Group Company or
          any share in the HCL Network Partnership) or any asset comprising part
          of the partnership property of the HCL Network Partnership is
          outstanding and there is no agreement or commitment to give or create
          any and no claim has been made by any person to be entitled to any.
<PAGE>

                                       59

2.3  New issues of capital
     ---------------------

     No share or loan capital has been issued or allotted, or agreed to be
     issued or allotted, by any of the Group Companies since the Accounts Date
     and there will not be any such issue or allotment or agreement to issue or
     allot prior to Completion except for the New Share to be issued under this
     Agreement.

2.4  Constitutional documents, statutory books and resolutions
     ---------------------------------------------------------

     (1)  The Vendor has delivered to the Purchaser a true and complete copy of
          the memorandum and articles of association or such other similar
          constitutional documents of each of the Group Companies and a true and
          complete copy of the partnership agreement dated 30th June, 1994
          relating to the HCL Network Partnership (the "1994 Partnership
          Agreement").

     (2)  Since the Accounts Date no alteration has been made to the memorandum
          or articles of association or other similar constitutional documents
          of any of the Group Companies and since 30th June, 1994 no alteration
          has been made to the 1994 Partnership Agreement.

     (3)  The register of members and other statutory books of each Group
          Company have been properly kept and maintained in accordance with all
          laws applicable thereto and contain an accurate and complete record of
          the matters which they contain.

     (4)  No notice or allegation that any of the foregoing is incorrect or
          should be rectified has been received.

2.5  Documents filed
     ---------------

     All returns, particulars, resolutions and documents required by the
     Companies Ordinance or any other legislation to be filed with the Registrar
     of Companies or any other authority in Hong Kong or the British Virgin
     Islands in respect of each of the Group Companies have been duly filed and
     were correct when filed.

2.6  Vendor Share and New Share
     --------------------------

     The Vendor Share and the New Share will at Completion be free from all
     liens, charges, encumbrances and third party rights whatsoever, the Vendor
     will at Completion be beneficially entitled to and/or able to procure the
     sale and transfer or otherwise dispose of the Vendor Share and the Company
     will at Completion be entitled to issue and allot the New Share.  The
     Company has not exercised any lien over any of its shares and each of the
     Vendor Share and the New Share will be fully-paid at Completion.  No
     consent of any third party is required to be obtained in relation to the
     transfer of the Vendor Share or the issue and allotment of the New Share.
     The Vendor Share and the New Share will at Completion comprise one half of
     the issued and allotted share capital
<PAGE>

                                       60

     of the Company and all of the Shares will be fully paid up or credited as
     fully paid up at Completion.

2.7  Interest in companies
     ---------------------

     At Completion the Company will (itself or through one or more other Group
     Companies) own the entire legal and beneficial interest in the whole of the
     issued share capital of each Group Company (other than itself).  Except for
     the interests of HCL and HCL Network Partnership Holdings Limited in the
     Partnership Agreement, each Group Company is not and will not at Completion
     be the owner or the registered holder of any share or interest in or other
     security of or directly or indirectly interested in any body corporate,
     partnership, joint venture or any form of equity wherever incorporated or
     established.  The information in Schedule 2 and in Recitals (A), (B) and
     (C) to this Agreement is accurate in all respects.

2.8  Corporate authority
     -------------------

     Each of the Group Companies has full power, authority and legal right to
     own its assets and carry on its business.  Each of the partners of the HCL
     Network Partnership has full power, authority and legal right to own the
     assets comprising the partnership property of the HCL Network Partnership
     and to carry on the business of the HCL Network Partnership.

3.   Taxation

3.1  Administration
     --------------

     (1)  All returns, notifications, documents, computations and payments which
          should be or should have been made by any of the Group Companies or by
          or on behalf of the HCL Network Partnership for any Taxation purpose
          have been duly made within the requisite periods and are up-to-date,
          correct and on a proper basis and none of them is or is likely, in the
          Vendor's reasonable judgment, to be the subject of any dispute,
          disagreement or audit between any of the Group Companies or any person
          on behalf of the HCL Network Partnership and the Inland Revenue
          Department or any other Taxation Authority.

     (2)  Each of the Group Companies and the HCL Network Partnership has
          complied in all respects with all laws, regulations, legislation,
          decrees or orders relating to Taxation applicable to such Group
          Company or the HCL Network Partnership, including, without limitation,
          all laws, regulations, legislation, decrees or orders requiring the
          deduction or withholding of Taxation from amounts paid or received by
          such Group Company or the HCL Network Partnership, whether on its own
          behalf or as agent, and has kept and retained all records and
          documents appropriate or requisite for the purposes of any such laws,
          regulations, legislation, decrees or orders.
<PAGE>

                                       61

3.2  Taxation claims, liabilities and reliefs
     ----------------------------------------

     (1)  (Except as reflected in the Management Accounts) since the Accounts
          Date, no event has occurred which has given rise or will or is likely
          to give rise to a liability to Taxation on any Group Company or the
          HCL Network Partnership other than Taxation on the trading profits or
          business profits of such Group Company or the HCL Network Partnership
          accruing or arising since the Accounts Date.

     (2)  Each of the Group Companies and the HCL Network Partnership has paid
          all Taxation for which it is liable and which has become due and
          payable (including, without limitation, any Taxation required to be
          deducted or withheld by it, whether on its own behalf or as agent) to
          the Inland Revenue Department or other Taxation Authority on the due
          date for payment thereof and is under no liability to pay any penalty
          or interest in connection therewith.

     (3)  None of the Group Companies or the HCL Network Partnership has  made
          or is  under any obligation to make any payment of interest which is
          wholly or partly disallowed as deductions against its profits.

3.3  Records and other
     -----------------

     (1)  Where applicable, each of the Group Companies and the HCL Network
          Partnership has sufficient and accurate records relating to past
          events during the seven (7) years prior to Completion or the period
          from the date of incorporation (or, in the case of the HCL Network
          Partnership, 30th June, 1994) to Completion (whichever is shorter) to
          calculate the tax liability or relief which would arise on any
          disposal or realisation of any asset owned at the Management Accounts
          Date or acquired since the Management Accounts Date.

     (2)  No Group Company has received notice of an assessment or claim against
          it or against the HCL Network Partnership nor has any Affiliate of a
          Group Company received notice of an assessment or claim against any
          Group Company or against the HCL Network Partnership in relation to
          any alleged deficiency in Taxation.

     (3)  None of the Group Companies or the HCL Network Partnership (a) is a
          party to any Taxation allocation or sharing agreement other than with
          another Group Company, (b) has in the last six years been a member of
          any group filing a combined or consolidated Taxation return (other
          than a group the common parent of which was HWL or a Group Company) or
          (c) has any liability for the Taxation of any person (other than of
          any Group Company), whether primary or secondary, and whether as a
          transferee or successor, by contract, by operation of law, or
          otherwise.
<PAGE>

                                       62

     (4)  No Group Company nor any Affiliate of a Group Company has received
          notice that a claim for unpaid Taxation has become a lien against the
          property of any Group Company or the HCL Network Partnership or is
          being asserted against any Group Company or the HCL Network
          Partnership.

     (5)  There are no outstanding agreements, waivers or arrangements extending
          the statutory period of limitation applicable to any claim for, or the
          period for the collection or assessment of, Taxation due from or with
          respect to any Group Company or the HCL Network Partnership for any
          taxable period, and no power of attorney granted by or with respect to
          any Group Company or the HCL Network Partnership relating to Taxation
          is currently in force.

     (6)  The amount of Taxation chargeable on each of the Group Companies or
          the HCL Network Partnership since 1st January, 1993 has not to any
          material extent depended on any concession, agreement, dispensation or
          other formal arrangement with any Taxation Authority in circumstances
          where either:

          (a)  the Vendor has received notice that the availability of any such
               arrangement will be prejudiced as a result of the acquisition or
               change of control of the Group Companies resulting from this
               Agreement or the restructuring of the HCL Network Partnership
               described in Clause 4.5(d); or

          (b)  the Group Company or the HCL Network Partnership has not acted in
               accordance with the terms of any such arrangement.

     (7)  Insofar as the Vendor and the Vendor Guarantor are reasonably aware,
          each Group Company and the HCL Network Partnership is and has at all
          times been resident for Taxation purposes in its place of
          incorporation or, in the case of the HCL Network Partnership, Hong
          Kong and is not and has not been treated as resident in any other
          jurisdiction for any Taxation purposes (including any double taxation
          arrangement).

     (8)  All stamp duty and similar taxes or duties have been duly paid in
          respect of all transactions carried out by the Group Companies and/or
          the HCL Network Partnership.

4.   Finance

4.1  Dividends and distributions
     ---------------------------

     None of the Group Companies has declared, made or paid any dividends or
     distributions since its date of incorporation.

4.2  Bank and other borrowings
     -------------------------
<PAGE>

                                       63

     (1)  At Completion no Group Company will have outstanding any Indebtedness
          (as defined in paragraph (2) below) except as may be permitted by
          Clause 4.5(a).

     (2)  None of the Group Companies has any outstanding mortgages, charges,
          debentures or other loan capital or bank overdrafts, loans or other
          similar indebtedness, financial facilities, finance leases or hire
          purchase commitments or other arrangements which have as their purpose
          or effect the raising of finance or any guarantees or other contingent
          liabilities in connection with any of the foregoing (collectively,
          "Indebtedness") except as reflected in the Accounts or the Management
          Accounts or the Disclosure Letter.

     (3)  No outstanding Indebtedness of any of the Group Companies has become
          payable by reason of default by the relevant Group Company and no
          event of default has occurred or is pending which with the lapse of
          time or the fulfilment of any condition or the giving of notice may
          result in any such indebtedness becoming so payable prior to maturity.

4.3  Bank Accounts
     -------------

     Full details of all bank accounts maintained or used by each Group Company
     (whether in its own name or in the name of the HCL Network Partnership)
     (including, in each case, the name and address of the bank with whom the
     account is kept and the number and nature of the account) and of all direct
     debit or standing order or similar authorities applicable to any of the
     accounts.

5.   Trading

5.1  Events Since the Accounts Date:
     ------------------------------

     Since the Accounts Date and except as reflected in the Management Accounts:

     (1)  there has been no adverse change in the financial or trading position
          or (save for the effect of changes in general economic, market or
          industry (including regulatory) conditions) prospects of the Group or
          the HCL Network Partnership;

     (2)  the business of each Group Company and the HCL Network Partnership has
          in all material respects been carried on in the ordinary course of
          such business;

     (3)  each Group Company has not borrowed or raised any money or taken any
          financial facility, nor has it repaid or agreed to repay any loan
          capital or borrowed moneys in whole or in part or by reason of any
          default by it in its obligations;

     (4)  no dividends bonuses or distributions have been paid declared or made
          in respect of any shares or stock of any Group Company;
<PAGE>

                                       64

     (5)  no debts or other receivables and no trading stock, goods, plant,
          machinery or equipment of any Group Company or of the HCL Network
          Partnership have been factored or sold or agreed to be sold, apart
          from the sale of trading stock to trade customers or the public in the
          ordinary course of business;

     (6)  no change in the financial year end of any Group Company or of the HCL
          Network Partnership has been made; and

     (7)  subject to any provision for bad or doubtful debts in the Accounts,
          all book debts shown in the Accounts or in the Partnership Accounts
          have been realised for an aggregate sum not being less than that shown
          in the Accounts or in the Partnership Accounts and no written
          indication has been received by HCL or any Group Company or any
          Affiliate of any Group Company that any debt now owing to any Group
          Company or to the HCL Network Partnership is bad or doubtful.

5.2  Effect of transactions contemplated under this Agreement
     --------------------------------------------------------

     Neither the execution of any Relevant Agreement nor the compliance with the
     terms of any Relevant Agreement does and will:

     (1)  result in a breach of any of the terms, conditions or provisions of
          any encumbrances or leases by which or to which any asset of any of
          the Group Companies or any asset comprising part of the partnership of
          the HCL Network Partnership is bound or subject;

     (2)  relieve any person from any obligation to any of the Group Companies
          or to the HCL Network Partnership or cause any person to determine any
          such obligation or any right or benefit enjoyed by any of the Group
          Companies or by the HCL Network Partnership, or to exercise any right
          under an agreement with or otherwise in respect of any of the Group
          Companies or the HCL Network Partnership;

     (3)  result in the crystallisation or enforcement of any encumbrance
          whatsoever on any of the assets of any of the Group Companies or any
          of the assets comprising part of the partnership property of the HCL
          Network Partnership;  and

     (4)  result in any present or future indebtedness of any of the Group
          Companies becoming due and payable prior to its stated maturity.
<PAGE>

                                       65

5.3  Conduct of businesses in accordance with memorandum and articles of
     -------------------------------------------------------------------
     association or other constitutional documents
     ---------------------------------------------

     Each of the Group Companies has at all times carried on business and
     conducted its affairs in all respects in accordance with its memorandum and
     articles of association or other similar constitutional documents for the
     time being in force.

5.4  Litigation, disputes and winding up
     -----------------------------------

     (1)  None of the Group Companies nor the HCL Network Partnership is engaged
          in any litigation or arbitration proceedings as plaintiff or defendant
          and there are no such proceedings pending or, to the best of the
          knowledge and belief of the Vendor, threatened either by or against
          any of the Group Companies or the HCL Network Partnership.

     (2)  There is no dispute with any revenue or other governmental departments
          in Hong Kong or the British Virgin Islands, in relation to the affairs
          of any of the Group Companies or of the HCL Network Partnership, and
          to the best of the knowledge and belief of the Vendor there are no
          facts which may give rise to any such dispute.

     (3)  No order has been made and no resolution has been passed for the
          winding up of any Group Company or any partner in the HCL Network
          Partnership or for a provisional liquidator to be appointed in respect
          of any Group Company or any partner in the HCL Network Partnership and
          no petition has been presented and no meeting has been convened for
          the purpose of winding up any Group Company or any partner in the HCL
          Network Partnership and no partner in the HCL Network Partnership has
          applied for a dissolution of the HCL Network Partnership.

     (4)  No receiver has been appointed in respect of any Group Company or all
          or any of its assets or all or any of the assets comprising the
          partnership property of the HCL Network Partnership.

     (5)  No Group Company nor any partner in the HCL Network Partnership is
          insolvent or unable to pay its debts or has stopped paying its debts
          as they fall due.

     (6)  No event analogous to any of the foregoing has occurred in or outside
          Hong Kong.

     (7)  No unsatisfied judgment is outstanding against any Group Company or
          the HCL Network Partnership.

5.5  Compliance with statutes etc.
     -----------------------------
<PAGE>

                                       66

     (1)  Each of the Group Companies and the HCL Network Partnership has
          complied in all respects with all applicable statutes and legislation,
          including the Telecommunications Ordinance and the Data Protection
          Ordinance (including compliance with the data protection principles in
          it).

     (2)  Each of the Group Companies and the HCL Network Partnership has
          conducted and is conducting its business in all respects in accordance
          with all applicable laws and regulations of Hong Kong and the British
          Virgin Islands.

     (3)  No Group Company and the HCL Network Partnership has committed or is
          liable for any criminal, illegal, unlawful or unauthorised act or
          breach of any obligation or duty whether imposed by or pursuant to
          statute, contract or otherwise, and no Group Company nor any Affiliate
          of any Group Company nor any Affiliate of any Group Company has
          received notice that any such claim remains outstanding against any
          such Group Company or the HCL Network Partnership.

     (4)  So far as the Vendor and the Vendor Guarantor are aware no Group
          Company nor any Affiliate of any Group Company has received
          notification that any investigation or inquiry is being conducted by
          any governmental or other body in respect of the affairs of any Group
          Company or of the HCL Network Partnership and the Vendor and the
          Vendor Guarantor are not aware of any circumstances which would give
          rise to such investigation or inquiry.

5.6  Contracts and Related Matters
     -----------------------------

     (1)  No Group Company nor the HCL Network Partnership is a party to any
          contracts with a term in excess of one year (except for routine
          confidentiality agreements and for contracts included in the list of
          contracts set forth in Exhibit D and E).  Except for the Relevant
          Agreements (and for those listed in Exhibit D and E and for those
          which are to be replaced by the Relevant Agreements) there are no
          agreements or arrangements subsisting and no indebtedness (actual or
          contingent) between (i) any Group Company or the HCL Network
          Partnership and (ii) the Vendor Guarantor or any of their respective
          Affiliates or subsidiaries and termination of any such agreements or
          arrangements has not had and will not have a material effect on the
          Group (including its financial or trading position or prospects).

     (2)  Except for those contracts included in the list of contracts set forth
          in Exhibit D-I no Group Company nor the HCL Network Partnership is a
          party to or has any liability (present or future) under any guarantee
          or indemnity or letter of credit or any leasing, hiring, hire
          purchase, credit sale or conditional sale agreement or has entered
          into any contract or commitment involving, or likely to involve,
          obligations or expenditure of HK$20 million.
<PAGE>

                                       67

     (3)  No Group Company nor the HCL Network Partnership is a party to any
          non-competition contract or arrangement which restricts its freedom to
          carry on its business in any part of the world.

     (4)  No Group Company nor the HCL Network Partnership and neither the
          Vendor nor the Vendor Guarantor is aware of any breach of, or any
          invalidity, or grounds for determination, rescission, avoidance or
          repudiation of, any contract to which any Group Company  nor the HCL
          Network Partnership is a party or of any allegation of such a thing.

     (5)  No Group Company or the HCL Network Partnership is a party to any
          contract which falls within any of the cases specified below:

          (a)  the contract relates to matters not within the scope of business
               of the Group Companies to be continued after Completion as
               reflected in the Shareholders Agreement; or

          (b)  the contract can be terminated in the event of any change in the
               underlying ownership or control of the Group Company that is a
               party to such contract or by the retirement or admission of
               partners to the HCL Network Partnership;

          and for this purpose "contract" includes any understanding,
          arrangement or commitment however described.

     (6)  No Group Company or the HCL Network Partnership has given any power of
          attorney or other authority (express, implied or ostensible) which is
          still outstanding or effective to any person to enter into any
          contract or commitment on its behalf (other than to its employees to
          enter into routine trading contracts in the normal course of their
          duties or defined authority to counterparties under normal commercial
          contracts to act within the scope of such contracts).

     (7)  No Group Company or the HCL Network Partnership has applied for or
          received any grant, allowance, aid or subsidy from any supranational,
          national or local authority or government agency during the last six
          years.

     (8)  Neither in the financial period ending on the Accounts Date nor in the
          period since the Accounts Date has any person (together with other
          persons connected with him) purchased from or sold to any Group
          Company or the HCL Network Partnership more than 10 per cent. of the
          aggregate amount of all sales or purchases made by that Group Company
          or the HCL Network Partnership during such period, and there is no
          person (together with other persons connected with him) on whom any
          Group Company or the HCL Network Partnership is substantially
          dependent or the cessation of transactions with whom would have a
          material adverse effect on the financial position of such Group
          Company or the HCL Network Partnership.
<PAGE>

                                       68

5.7  Defaults under agreements by the Group Companies or the HCL Network
     -------------------------------------------------------------------
     Partnership
     -----------

     (1)  None of the Group Companies or the HCL Network Partnership is:

          (a)  in material default under any agreement to which it is a party;

          (b)  liable in respect of any material breach of representation or
               warranty given under any agreement to which it is a party and
               which breach will have a material adverse effect on the financial
               position of the Group as a whole.

     (2)  No material claim of default under any agreement to which any of the
          Group Companies or the HCL Network Partnership is a party has been
          made and is outstanding against it.

5.8  Other party's defaults
     ----------------------

     To the best of the knowledge and belief of the Vendor, no party to any
     agreement with or which is under an obligation to any of the Group
     Companies or the HCL Network Partnership is in material default under it.

5.9  Working Capital
     ---------------

     Each Group Company has sufficient working capital for its present
     requirements (that is to say, to enable it to continue to carry on its
     business in its present form and at its present level of turnover) and for
     the purpose of performing in accordance with their terms all orders,
     projects and contractual obligations which have been placed with or
     undertaken by it.

5.10 Product Liability
     -----------------

     No Group Company has manufactured, sold or provided any product or service
     which does not in any material respect comply with all applicable laws,
     regulations or standards or which is defective or dangerous or not in
     accordance with any representation or warranty, express or implied, given
     in respect of it.

5.11 Trade Regulations
     -----------------

     None of the businesses or activities of any Group Company or the HCL
     Network Partnership as currently conducted could reasonably be expected to
     give rise to the imposition of any sanction under any trade regulation
     legislation currently in effect.
<PAGE>

                                       69

6.   Assets

6.1  Insurances
     ----------

     (1)  Each Group Company and the HCL Network Partnership has maintained
          adequate insurance cover against risks normally insured against by
          companies carrying on a similar business in the geographic area in
          which the Group Companies and the HCL Network Partnership carry on
          their business, and in particular has maintained all insurance
          required by statute.

     (2)  Full details of the insurance policies taken out over the business and
          assets of the Group and the HCL Network Partnership at the date hereof
          are set out in Exhibit I and all such policies are in full force and
          effect and are not void or voidable (on the basis of the facts and
          circumstances at the time this Warranty is made or repeated).  The
          value of all claims outstanding by the Group Companies and the HCL
          Network Partnership does not exceed HK$20,000.  No event has occurred
          (except as described in that Exhibit) which might give rise to any
          additional claim.

6.2  Capital Assets
     --------------

     Since the Accounts Date (except as reflected in the Management Accounts or
     as permitted by Clause 4.4), none of the Group Companies or the HCL Network
     Partnership has disposed of or realised any capital assets other than in
     the ordinary course of business.

7.   Consents and Licences

7.1  Licences
     --------

     (1)  The Group holds:

          (a)  all licences required to be held by the Group under the
               Telecommunication Ordinance in order to carry on its business in
               the manner it is presently being conducted and as contemplated by
               the Business Plan including without limitation the licences
               described in Part 1 of Exhibit C;

          (b)  all other licences (including all wayleaves), approvals and
               consents from any person, authority or body, as the case may be,
               required by law in order to carry on its business in the manner
               it is presently being conducted and as contemplated by the
               Business Plan,

          and all such licences and consents are valid and subsisting.
<PAGE>

                                       70

     (2)  The Group has applied for the licences described in Exhibit C and has
          pursued and will continue to pursue such applications with all
          reasonable due diligence.

7.2  No breach
     ---------

     (1)  The Group is not in breach of any of the terms or conditions of any
          such licences, approvals or consents referred to in paragraph 7.1
          above; and

     (2)  all such licences are in full force and effect in accordance with
          their respective terms.

     Exhibit C sets out accurate details of the annual fees paid in the 12 month
     period ending on the date of this Agreement under the licences referred to
     in paragraph 7.1(1)(a) and all other licences requiring payment of licence
     fees exceeding US$1,000 per annum.

7.3  Notification of breach
     ----------------------

     None of the Group Companies or any of their Affiliates has received any
     notification from the OFTA relating to an asserted breach of any of the
     terms and conditions of any licences.

7.4  Special Conditions of FTNS Licence
     ----------------------------------

     The Group has complied with the Special Conditions contained in the Fixed
     Telecommunications Network Service Licence issued to the Group on 30 June,
     1995 (as amended on 19 June, 1998) (the "FTNS Licence") in all respects.
     Without limiting the foregoing:

     (1)  the Group has completed the network rollout and service obligations
          contained in Special Conditions 1 and 2 of the FTNS Licence to the
          extent required to be completed up to and including the date of this
          Agreement;

     (2)  the Group has received from OFTA certificates of completion relating
          to obligations under Special Conditions 1.1 through to 1.3 inclusive,
          1.6, 2.1 and 3.1 of the FTNS Licence; and

     (3)  the Vendor reasonably expects that the Group will complete the
          obligations set out in Special Conditions 1.4 and 2.2 of the FTNS
          Licence upon or prior to the date required by the FTNS Licence, being
          31 December, 1999.

7.5  Future Milestone Obligations
     ----------------------------

     Exhibit C contains a true and correct description of the status of the
     discussions between OFTA and the Group regarding the continuation of the
     moratorium on the issue of further FTNS Licences.  The Vendor reasonably
     expects that the Group will complete
<PAGE>

                                       71

     the obligations to be imposed on it in connection with such moratorium upon
     or prior to the date required by OFTA.

7.6  Frequencies and WLL
     -------------------

     The Group does not require any frequencies in order to carry on its
     business in the manner it is presently being conducted and as contemplated
     by the Business Plan.

8.   Employees

8.1  General
     -------

     (1)  Exhibit J sets out a complete list of those persons who at Completion
          will be employees of or seconded to the Group (distinguishing between
          those who will be employees of the Group and those who will be
          seconded) and none of them will have given or received notice
          terminating their employment.  Exhibit J sets out for each employee
          their job title and remuneration.  Each contract of employment with
          any employee is or will be terminable without payment of damages or
          compensation exceeding those payable under statute.

     (2)  No Group Company is involved in any industrial or trade dispute with
          any of its employees or any trade union or association.

     (3)  No Group Company is bound or accustomed to pay any moneys other than
          in respect of normal salary, remuneration or emoluments of employment
          to or for the benefit of its employees and no employees are
          remunerated by reference to sales, profits or performance or otherwise
          receive variable remuneration.

     (4)  Each Group Company has in relation to each of its employees complied
          in all material respects with all obligations imposed on it by all
          legislation relevant to the relations between it and its employees.

     (5)  No liability has been incurred by any Group Company for breach of any
          contract of service or for redundancy payments or severance payments
          or long service payments or for compensation for wrongful dismissal or
          unfair dismissal.

     (6)  No Group Company has entered into any agreement to acquire consultancy
          services from any person.

     (7)  No Group Company has any outstanding undischarged liability to pay to
          any governmental or regulatory authority in any jurisdiction any
          contribution, Taxation or other impost arising in connection with the
          employment or engagement of personnel by any Group Company.

     (8)  Each Group Company has at all relevant times complied with all its
          obligations under statute and otherwise concerning the health and
          safety at work of its
<PAGE>

                                       72

          employees, and the Vendor has received no notice that any such claims
          are threatened or pending by any employee or third party in respect of
          any accident or injury which are not fully covered by insurance.

8.2  No claim
     --------

     No former director, officer, employee or agent of any Group Company has any
     claim against such Group Company for compensation due to loss or
     termination of office or employment.

8.3  Provident Funds
     ---------------

     Exhibit K contains details of all provident fund and similar schemes for
     the benefit of the persons who will be employees at Completion.  All
     contributions required to have been made (at or before Completion) to those
     schemes have been made and they are fully funded in accordance with prudent
     actuarial principles as to enable all such employees to obtain the benefits
     to which they are or will be entitled under those schemes have been made.

9.   Intellectual Property

     (1)  Details of all rights in any Intellectual Property (other than
          copyright and unregistered designs) owned by any Group Company are set
          out in Exhibit F, distinguishing between rights which have been
          registered and those in respect of which applications to register have
          been made.

     (2)  Details of all licences granted to or by any Group Company in respect
          of any Intellectual Property are set out in Exhibit F.  Where any
          licence is subject to any limit as to time or any other limitation,
          right of termination or restriction the nature and extent of this is
          set out in that Exhibit.

     (3)  All rights in all Intellectual Property and confidential business
          information owned or otherwise required for the business of any Group
          Company are vested in or validly granted to the Group Company and,
          except as disclosed in relation to paragraph (2) above, are not
          subject to any limit as to time or any other limitation, right of
          termination (including on any change in the underlying ownership or
          control of the relevant Group Company) or restriction and all renewal
          fees and steps required (as of the date on which this Warranty is made
          or repeated) for their maintenance or protection have been paid and
          taken.

     (4)  Each Group Company has all rights in Intellectual Property and all
          business information required for the business of that Group Company
          and no Group Company is a party to any confidentiality or other
          agreement or subject to any duty which restricts the free use or
          disclosure (or requires disclosure) of business information owned by
          or required for the business of such Group Company.
<PAGE>

                                       73

     (5)  Except as listed in Exhibit F, no Group Company has granted or is
          obliged to grant any licence, sub-licence or assignment in respect of
          any Intellectual Property owned or otherwise required for the business
          of that Group Company or has disclosed or is obliged to disclose any
          confidential business information required for the business of that
          Group Company to any person, other than its employees or those of
          another Group Company for the purpose of carrying on its business.

     (6)  No Group Company nor to the best of the knowledge and belief of the
          Vendor any party with which such Group Company has contracted is in
          breach of any licence, sub-licence or assignment granted to or by it
          in respect of any Intellectual Property owned or otherwise required
          for the business of that Group Company or of any agreement under which
          any confidential business information was or is to be made available
          to it.

     (7)  The processes and methods employed, the services provided, the
          businesses conducted and the products manufactured, used or dealt in
          by any Group Company within the last six years do not, and/or at the
          time of being employed, provided, conducted, manufactured, used or
          dealt in did not, to the Vendor's knowledge, infringe the rights of
          any other person in any Intellectual Property or business information.

     (8)  To the Vendor's knowledge, there is no, nor has there been at any time
          during the past six years any, unauthorised use or infringement by any
          person of any of the Intellectual Property or confidential business
          information owned or otherwise required for the business of any Group
          Company.

     (9)  The Group has outstanding no applications to register any Intellectual
          Property which are not being pursued with all reasonable due diligence
          and speed.

10.  Interconnection arrangements

     (1)  The contracts referred to in Exhibit D and (by being under the short
          description "INTERCONNECTION AND LEASED CIRCUITS") identified as
          falling within this sub-paragraph (1) comprise (together, when they
          are executed, with the Interconnect Agreement and the Leased Lines
          Agreement) all agreements to which the Group is a party relating to
          interconnection between the network of the Group and the network or
          networks of other telecommunications operators in Hong Kong or
          relating to the establishment of interconnect links or facilities for
          interconnection in Hong Kong.  The interconnection arrangements
          established under these agreements enable communications to be sent
          and received in accordance with principles established by the
          Telecommunications Authority of Hong Kong.

     (2)  Exhibit D contains a description of all such agreements as are
          mentioned in paragraph (1) and which are being negotiated with third
          parties.
<PAGE>

                                       74

11.  Switch Sites and the Networks

11.1 Switch Sites
     ------------

     (1)  Lists of the cell sites and switch sites used by the Group for its
          business have been set out in Exhibit G.  Such sites are all the cell
          sites and switch sites which the Group requires in order to carry on
          its business in the manner it is presently being conducted.  The Group
          holds all licences, leases or consents necessary for the use of such
          sites and all such licences, leases or consents are valid and
          subsisting.

     (2)  No site referred to in paragraph (1) is used in whole or in part in or
          for the purposes of the Excluded Business.

11.2 Networks
     --------

     The fixed networks and systems which are operated for the purposes of the
     Group's business including network management and customer service systems,
     billing systems, switches, nodes and other hardware are in good operating
     order, are capable of performing and do perform the functions which they
     are intended to perform in accordance with normal industry practice in Hong
     Kong and the nature of the business of the Group and are all such systems
     as are required by the Group in order for it to conduct its business in the
     manner it is presently being conducted.  A network map is in Exhibit M.

12.  Ownership and Condition of Assets

     (1)  All assets necessary for the business of any Group Company as it is
          now carried on are both legally and beneficially owned by such Group
          Company or by the HCL Network Partnership free from any third party
          rights and all such assets are included in the Accounts.

     (2)  Each of the assets included in the Accounts or acquired by any Group
          Company since the Accounts Date (other than current assets sold,
          realised or applied in the normal course of trading) is owned both
          legally and beneficially by that Group Company free from any third
          party rights, and each of those assets capable of possession is in the
          possession of the Group Company.  Each of the assets appearing in the
          Partnership Accounts or acquired by the HCL Network Partnership since
          the Partnership Accounts Date is owned legally and beneficially by the
          HCL Network Partnership and is leased to HCL and subject to this
          lease, is free from all third party rights.

     (3)  All plant and machinery (including fixed plant and machinery),
          equipment and vehicles used by any Group Company in connection with
          its business are in good repair and condition (ordinary wear and tear
          excepted).
<PAGE>

                                       75

     (4)  The plant register kept by each Group Company which has been produced
          to the Purchaser for its inspection sets out a record of the plant and
          machinery and vehicles owned or possessed by it which is complete and
          accurate in all material respects.

13.  Property

13.1 Except as referred to in Exhibit E, neither the Group nor the HCL Network
     Partnership owns any land or properties.  The Group has good and marketable
     title to each property so referred to, free of all encumbrances.  The HCL
     Network Partnership does not rent or licence any land or properties.

13.2 In relation to the properties rented/licensed by any Group Company (being
     those properties described as such in Exhibit E) ("Rented Properties"):

     (1)  All the rent, licence fees, maintenance and other charges have been
          duly paid in accordance with the terms of the relevant tenancy or
          licence agreement and the material covenants, terms and conditions
          contained in any tenancy/licence agreement to be performed by a Group
          Company have been duly performed and observed by such Group Company
          and there are no proceedings pending for the recovery of any sums due
          and payable.

     (2)  No notice affecting the Rented Properties or any part thereof or its
          use has been received by the relevant Group Company whether given or
          served by a Government department or other authority or any person or
          body which has not been materially complied with.

     (3)  The use of the Rented Properties complies with the material
          provisions, covenants, terms and conditions under which they are
          rented or licensed (as the case may be), and no circumstances are
          known to the Group which are likely to result in the forfeiture of the
          same.

     (4)  There are no circumstances existing at the date on which this Warranty
          is made or repeated which would entitle the landlord or any other
          person to exercise any right of re-entry or to take possession of any
          of the Rented Properties or any part thereof or which would otherwise
          restrict or terminate the continued possession and occupation of any
          of the Rented Properties or any part thereof.

14.  Information Technology

     (1)  Details of the Information Technology owned or used by each Group
          Company and all material agreements or arrangements relating to the
          maintenance and support (including escrow agreements relating to the
          deposit of source codes), security, disaster recovery management and
          utilisation (including facilities management and computer bureau
          services agreements) of the Information Technology owned or used by
          each Group Company are contained in Exhibit H
<PAGE>

                                       76

          and in Exhibit D under the short descriptions "MAINTENANCE", "HARDWARE
          AND SOFTWARE", "SOFTWARE LICENCE" and "SERVICE PROVISIONING". For the
          purposes of this paragraph 14, "Information Technology" means computer
          hardware, software, networks and/or other information technology and
          any aspect or asset of a business which relies on computer hardware
          and software.

     (2)  All Information Technology required to carry on the business of each
          Group Company and fulfil its existing contracts and commitments is
          either owned by or validly leased or licensed to that Group Company.

     (3)  No records, systems, controls data or information of any Group Company
          are recorded, stored, maintained, operated or otherwise wholly or
          partly dependent on or held by any means (including any electronic,
          mechanical or photographic process whether computerised or not) which
          (including all means of access thereto and therefrom) are not under
          the exclusive ownership or control of the Group Company.

     (4)  There are no material defects relating to the Information Technology
          owned or used by each Group Company and the Information Technology
          owned or used by each Group Company has the capacity and performance
          necessary to fulfil the present and foreseeable requirements of each
          Group Company as described in the Business Plan.

     (5)  The Company's network has passed Y2K Stage A Testing prescribed by
          OFTA.  The Company has conducted Y2K Stage B Testing prescribed by
          OFTA, as guided by the Company's third party network equipment
          manufacturers and in the presence of OFTA representatives.  The
          results of the Y2K Stage B Testing are attached to the Disclosure
          Letter.  Based upon the foregoing tests, the Company has no reason to
          believe that its network and services are not Y2K Ready in all
          material respects.  However, it should be noted that the Company's
          assessment of its Y2K Readiness is largely dependent on the Y2K status
          of its network equipment, information in respect of which has been
          supplied to the Company by the network equipment manufacturers and
          upon which the Company can conduct only limited internal and external
          testing.  Each Group Company had used all commercially reasonable
          endeavours to secure from suppliers and other third parties
          appropriate assurances as to their Y2K Readiness and nothing has come
          to any Group Company's attention which suggests that any material
          supplier or other third party is not Y2K Ready.  For purposes of this
          Agreement, the terms "Y2K Ready" and "Y2K Readiness" refer to the
          capability of a person's (including the Company's) network, services
          and systems, when used in accordance with their associated
          documentation, to correctly process, provide and/or receive date data
          in the year 2000, including leap year calculations, provided (in the
          case of the Company) that all other products and systems (for example,
          third party manufactured handsets, customer premises equipment,
          hardware, software and firmware) that use the
<PAGE>

                                       77

          Company's network, services and systems properly exchange accurate
          date data with it.

15.  The Restructuring

15.1 At Completion:

     (1) the Group will not include any Excluded Company; and

     (2)  no Group Company shall carry on or be in any way interested in the
          Excluded Business or have any liability, actual or contingent, arising
          out of or connected with the Excluded Business (except for any
          liability covered by the indemnity referred to in Clause 4.5(c)).

16.  The Environment

16.1 Definitions
     -----------

     In paragraph 16.2:

"Environment"            means all or any part of the air (including, without
                         limitation, the air within buildings and the air
                         within other natural or man-made structures above or
                         below ground), water and land and any living organisms
                         or systems supported by those media;

"Environmental Laws"     means all applicable laws as in effect on the date
                         hereof insofar as they relate to or apply to
                         Environmental Matters;

"Environmental Matters"  means:

                         (i)       pollution or contamination;

                         (ii)      the disposal, release, spillage, deposit,
                                   escape, discharge, leak or emission of,
                                   Hazardous Materials or Waste;

                         (iii)     exposure of any person to Hazardous
                                   Materials or Waste;

                         (iv)      all matters related to health and safety of
                                   employees;

                         (v)       the creation or existence of any noise,
                                   vibration, radiation, common law or
                                   statutory nuisance, or
<PAGE>

                                       78

                                   other adverse impact on the Environment;

                         (vi)      use and recovery of packaging; and

                         (vii)     any other matters relating to human health
                                   and safety or the condition, protection,
                                   maintenance, restoration or replacement of
                                   the Environment arising directly or
                                   indirectly out or the manufacturing,
                                   processing, treatment, keeping, handing, use
                                   (including as a building material),
                                   possession, supply, receipt, sale, purchase,
                                   import, export, transportation or presence
                                   of Hazardous Materials or Waste;

"Environmental Permits"  means any registration, permit, licence, consent or
                         authorisation required by Environmental Laws to be
                         held by any Group Company;

"Hazardous Material"     means anything which alone or in combination with
                         other things is capable of causing harm or damage to
                         property or to man or to the Environment or any other
                         organism supported by the Environment including,
                         without limitation, any hazardous or toxic substances
                         or pollutants;

"Waste"                  means any waste including anything which is abandoned,
                         unwanted or surplus irrespective of whether it is
                         capable of being recovered or recycled or has any
                         value;  and

"Works"                  means the carrying out of:

                         (i)       inspection, investigation, sampling and
                                   monitoring works;  and

                         (ii)      any works, including the installation,
                                   operation, repair or replacement of plant or
                                   equipment, in order to remove, remediate or
                                   contain any Environmental Matter or in order
                                   to prevent an Environmental Matter from
                                   arising.
16.2 Compliance
     ----------

     (1)  All Environmental Permits which are required as at the date on which
          this Warranty is made or repeated have been obtained and are in full
          force and effect.
<PAGE>

                                       79

     (2)  No material operating expenditure is required in order to comply with
          the Environmental Permits.

     (3)  The entry into and performance of this Agreement will not result in
          the variation, limitation or revocation of any Environmental Permit,
          any Environmental Permit not being extended, renewed or granted, or
          any requirement to carry out Works.

     (4)  Each Group Company has complied at all times and in all respects with
          Environmental Law and there are and have been no acts or omissions of
          the Company in relation to Environmental Matters which could give rise
          to fines, penalties, losses, damages, costs, expenses or liabilities
          or could require any Works.

     (5)  No Group Company is or has been involved in any litigation
          proceedings, claim or complaint by any person under Environmental
          Laws, none is threatened and, so far as the Vendor Guarantor are
          aware, none is likely to arise.  At no time has the Group Company
          received any notice or communication or information alleging any
          liability in relation to Environmental Matters or that any Works are
          required or stating or suggesting that there is or might be any
          pollution, contamination or nuisance at or from any Relevant Property.

     (6)  All environmental audits and other assessments, reviews and reports in
          the possession or control of any Group Company relating to any
          Relevant Property or any of the activities of the Group Company have
          been Disclosed.

     (7)  All information provided to the Purchaser or its advisors by or on
          behalf of the Vendor or the Vendor Guarantor in relation to
          Environmental Matters on or prior to the date of this Agreement is
          complete and accurate and is not misleading.

     (8)  So far as the Vendor is aware, no Group Company has any liability in
          respect of Environmental Matters arising out of or in connection with
          any act or omission of any former subsidiary or former business of any
          Group Company.

     (9)  So far as the Vendor is aware, there has been no transfer to any
          person or disposal of Hazardous Materials or Waste by or on behalf of
          any Group Company which could give rise to fines, penalties, losses,
          damages, costs, expenses or liabilities.

     (10) So far as the Vendor is aware, no Group Company has any liability to
          any person in respect of Environmental Matters under any contract or
          other agreement relating to the sale or other disposal or grant of any
          interest or rights in relation to any shares, land or other asset.

     (11) The Group Companies either (a) have no obligation under applicable
          laws to recycle or recover packaging or participate in any scheme or
          other arrangement for the recycling or recovery of packaging (a
          "Relevant Obligation") or (b) have
<PAGE>

                                       80

          complied in full with each Relevant Obligation and full details have
          been provided to the Purchaser of such Relevant Obligation, including
          relevant quantities and costs.

17.  Accuracy of Information

17.1 The information given in Exhibits C to M inclusive is true and accurate in
     all material respects and is not misleading.  The licences, material
     contracts, properties, intellectual property rights, equipment and systems
     described in those Exhibits constitute all the licences, material
     contracts, properties, intellectual property rights, equipment and systems
     necessary for the Group Companies and the HCL Network Partnership to carry
     on their businesses in all material respects, the Group Companies require
     no other material assets or rights (apart from working capital) for such
     purposes and the Group Companies do not have any other licences and
     frequencies, material contracts, properties, intellectual property rights,
     equipment or systems.

17.2 There is no fact or circumstance relating to the affairs of the Vendor or
     the Vendor Guarantor nor, is there any fact or circumstance relating to the
     affairs of any Group Company (other than publicly available information)
     which has not been disclosed to the Purchaser or the Purchaser Guarantor or
     any of their advisers and which if disclosed might reasonably have been
     expected to influence the decision of the Purchaser and the Purchaser
     Guarantor to enter into this Agreement other than as arising out of or
     resulting from the economy or the securities market generally or arising
     out of or resulting from changes in or affecting the industry in which the
     Vendor Guarantor operates and not specifically related to the Vendor
     Guarantor.

18.  Investment Representations

     The Vendor and/or, if applicable, its Affiliates, are acquiring the
     Convertible Preferred Stock for investment and not with a view to, or for
     sale in connection with, any distribution thereof.  The Vendor and/or, if
     applicable, its Affiliates (either alone or together with its advisors)
     have sufficient knowledge and experience in financial and business matters
     so as to be capable of evaluating the merits and risks of its investment in
     the Convertible Preferred Stock and is capable of bearing the economic
     risks of such investment.  This paragraph will not limit the rights of the
     Vendor with respect to any breach of the Purchaser Guarantor Warranties.

19.  General

19.1 The execution and delivery of, and the performance by each Vendor Party
     (other than the Vendor Guarantor) of its obligations under the Relevant
     Agreements to which it is a party will not:

     (1)  breach or constitute a default under the constitutive documents of
          such Vendor Party; or
<PAGE>

                                       81

     (2)  result in a breach of, or constitute a default under any instrument or
          agreement to which such Vendor Party is a party or by which such
          Vendor Party is bound; or

     (3)  result in a breach of any order, judgment or decree of any court or
          governmental agency to which such Vendor Party is a party or by which
          such Vendor Party is bound; or

     (4)  require the consent of the shareholders of such Vendor Party.

19.2 Each Vendor Party (other than the Vendor Guarantor) has all the requisite
     power and capacity to enter into and perform its obligations under each
     Relevant Agreement to which it is a party.

19.3 Each Relevant Agreement and all documents and instruments executed pursuant
     thereto are, and when delivered will be, valid and legally binding
     obligations of each Vendor Party (other than the Vendor Guarantor) which is
     a party to it and the execution, performance and implementation of each
     Relevant Agreement and the matters contemplated thereby have been duly
     authorised by all necessary corporate action on the part of each Vendor
     Party (other than the Vendor Guarantor) which is a party to it and each
     Relevant Agreement has been duly executed by each Vendor Party (other than
     the Vendor Guarantor) which is a party to it.

19.4 Except as set forth in Schedule 9, no consent, authorisation, order or
     approval of, or filing or registration with, any governmental authority or
     other person that has not been obtained is required for the execution and
     delivery of the Relevant Agreements by the Vendor Parties party thereto or
     the consummation of the transactions contemplated by the Relevant
     Agreements.
<PAGE>

                                       82

                                     Part 2

                          Vendor Guarantor Warranties

The Vendor Guarantor hereby represents and warrants as follows:

1.   Due Organisation
     ----------------

     The Vendor Guarantor is a corporation duly organised and validly existing
     under the laws of  Hong Kong.

2.   Power and Authority
     -------------------

     (a)  The execution and delivery of and performance of the Relevant
          Agreements to which it is a party will not result in a breach of or
          constitute a default under the constitutive documents of the Vendor
          Guarantor or result in a breach of or constitute a default under any
          agreement or other instrument to which the Vendor Guarantor is a party
          or by which the Vendor Guarantor is bound.

     (b)  The Vendor Guarantor has all the requisite power and capacity to enter
          into and perform its obligations under the Relevant Agreements to
          which it is a party.

     (c)  Each Relevant Agreement to which the Vendor Guarantor is a party and
          all documents and instruments executed pursuant thereto by it are, and
          when delivered will be, valid and legally binding obligations of the
          Vendor Guarantor, enforceable, subject to exceptions which would be
          customary in a formal legal opinion, in accordance with their terms,
          and the execution, performance and implementation of each Relevant
          Agreement and the matters contemplated thereby by the Vendor Guarantor
          have been duly authorised by all necessary corporate action on the
          part of the Vendor Guarantor and each Relevant Agreement to which it
          is a party has been duly executed by the Vendor Guarantor.

3.   Hutchison Whampoa Accounts
     --------------------------

     The audited consolidated accounts of the Vendor Guarantor comprising its
     consolidated balance sheet as at the Accounts Date and its consolidated
     profit and loss account and statement of cash flows for the financial year
     ended on the Accounts Date (the "Hutchison Whampoa Accounts"):

     (1)  have been prepared on a basis consistent with previous balance sheets
          and profit and loss accounts of the Vendor Guarantor and in accordance
          with generally accepted accounting principles in Hong Kong;

     (2)  comply (to the extent that they are required to do so) in all material
          respects with the Companies Ordinance and all other applicable
          ordinances, statues and regulations;
<PAGE>

                                       83

     (3)  show a true and fair view of the state of affairs, assets and
          liabilities, profit and/or loss and financial position of the Vendor
          Guarantor as at the Accounts Date and of the results for the financial
          period ended on such date and are not affected by any unusual or non-
          recurring items not disclosed therein;

     (4)  make proper provision for the liabilities of the Vendor Guarantor as
          at the Accounts Date in accordance with generally accepted accounting
          principles referred to in (1) above; and

     (5)  make proper provision for the bad and doubtful debts and all Taxation
          not yet due any payable in accordance with generally accepted
          accounting principles, standards and practice referred to in (1)
          above.

4.   No Material Adverse Effect on the Vendor Guarantor
     --------------------------------------------------

     Since the Accounts Date there has been no material adverse change in the
     financial condition or results of operations of the Vendor Guarantor and
     its subsidiaries, taken as a whole, other than any such change arising out
     of or resulting from the economy or securities markets generally, and there
     is no fact or circumstance relating to the affairs of the Vendor Guarantor
     which has not been disclosed to the Purchaser or the Purchaser Guarantor or
     any of their advisers and which if disclosed might reasonably have been
     expected to influence the decision of the Purchaser and the Purchaser
     Guarantor to enter into this Agreement other than any such change arising
     out of or resulting from the economy or securities markets generally.
<PAGE>

                                       84

                                     Part 3

                              Purchaser Warranties

The Purchaser hereby represents and warrants as follows:

1.   Due Organisation
     ----------------

     The Purchaser is a corporation duly organised and validly existing under
     the laws of Bermuda.

2.   Power and Authority
     -------------------

     (a)  The execution and delivery of and performance by each Purchaser Party
          (other than the Purchaser Guarantor) of its obligations under the
          Relevant Agreements to which it is a party will not:

          (1)  result in a breach or constitute a default under the constitutive
               documents of such Purchaser Party; or

          (2)  result in a breach of, or constitute a default under any
               agreement or other instrument to which such Purchaser Party is a
               party or by which such Purchaser Party is bound; or

          (3)  result in a breach of any order, judgment or decree of any court
               or governmental agency to which such Purchaser Party is a party
               or by which such Purchaser Party is bound; or

          (4)  require the consent of the shareholder of such Purchaser Party.

     (b)  The Purchaser has all the requisite power and capacity to enter into
          and perform its obligations under this Agreement.

     (c)  Each Relevant Agreement and all documents and instruments executed
          pursuant thereto are, and when delivered will be, valid and legally
          binding obligations of each Purchaser Party (other than the Purchaser
          Guarantor) which is a party to it, enforceable, subject to exceptions
          which would be customary in a formal legal opinion, in accordance with
          their terms, and the execution, performance and implementation of each
          Relevant Agreement and the matters contemplated thereby have been duly
          authorised by all necessary corporate action on the part of each
          Purchaser Party (other than the Purchaser Guarantor) which is a party
          to it and each Relevant Agreement have been duly executed by each
          Purchaser Party (other than the Purchaser Guarantor) which is a party
          to it.
<PAGE>

                                       85

3.   Consents
     --------

     Except as set forth in Schedule 9, no consent, authorisation, order or
     approval of, or filing or registration with, any governmental authority or
     other person that has not been obtained is required for the execution and
     delivery of the Relevant Agreements by the Purchaser Parties party thereto
     or the consummation of the transactions contemplated by the Relevant
     Agreements.
<PAGE>

                                       86

                                     Part 4

                         Purchaser Guarantor Warranties

The Purchaser Guarantor hereby represents and warrants as follows:

1.   Due Organisation
     ----------------

     The Purchaser Guarantor is a corporation duly organised and validly
     existing under the laws of  Bermuda.

2.   Power and Authority
     -------------------

     (a)  The execution and delivery of and performance of the Relevant
          Agreements to which it is a party will not result in a breach of or
          constitute a default under the constitutive documents of the Purchaser
          Guarantor or result in a breach of or constitute a default under any
          agreement or other instrument to which the Purchaser Guarantor is a
          party or by which the Purchaser Guarantor is bound.

     (b)  The Purchaser Guarantor has all the requisite corporate power and
          capacity to enter into and perform its obligations under the Relevant
          Agreements to which it is a party.

     (c)  Each Relevant Agreement to which the Purchaser Guarantor is a party
          and all documents and instruments executed pursuant thereto by it are,
          and when delivered will be, valid and legally binding obligations of
          the Purchaser Guarantor, enforceable, subject to exceptions which
          would be customary in a formal legal opinion, in accordance with their
          terms, and the execution, performance and implementation of each
          Relevant Agreement and the matters contemplated thereby by the
          Purchaser Guarantor have been duly authorised by all necessary
          corporate action on the part of the Purchaser Guarantor and each
          Relevant Agreement to which it is a party has been duly executed by
          the Purchaser Guarantor.

3.   The Convertible Preferred Stock
     -------------------------------

     The Convertible Preferred Stock will on issue be credited as fully paid.
     None of the Convertible Preferred Stock will be subject to any pre-emptive
     rights of the holders of any class of the capital stock of the Purchaser
     Guarantor.

4.   Investment Company Act
     ----------------------

     The Purchaser Guarantor is not an "investment company" within the meaning
     of the Investment Company Act of 1940 of the United States.
<PAGE>

                                       87

5.   Reports and Financial Statements
     --------------------------------

     The Purchaser Guarantor has filed all reports required under the Exchange
     Act to be filed by the Purchaser Guarantor with the SEC since its initial
     public offering on August 13, 1998  (collectively, the "SEC Reports").
     None of the SEC Reports, as of their respective dates, contained any untrue
     statement of a material fact or omitted to state a material fact required
     to be stated therein or necessary to make the statements therein, in light
     of the circumstances under which they were made, not misleading.  Each of
     the balance sheets (including the related notes) included in the SEC
     Reports presents fairly, in all material respects, the consolidated
     financial position of the Purchaser Guarantor and its subsidiaries as of
     the respective dates thereof, and the other related statements (including
     the related notes) included in the SEC Reports present fairly, in all
     material respects, the results of operations and the changes in financial
     position of the Purchaser Guarantor and its subsidiaries for the respective
     periods or as of the respective dates set forth therein, all in conformity
     with generally accepted accounting principles consistently applied during
     the periods involved, except as otherwise noted therein and subject, in the
     case of the unaudited interim financial statements, to normal year-end
     adjustments.  All of the SEC Reports, as of their respective dates,
     complied as to form in all material respects with the requirements of the
     Exchange Act, the Securities Act and the applicable rules and regulations
     thereunder.

6.   No Material Adverse Effect on the Purchaser Guarantor
     -----------------------------------------------------

     Since September 30, 1999, except as disclosed in the SEC Reports there has
     been no material adverse change in the financial condition or results of
     operations of the Purchaser Guarantor and its subsidiaries, taken as a
     whole,  other than any such change arising out of or resulting from the
     economy or securities markets generally.
<PAGE>

                                       88

                                  SCHEDULE 6:


                              Counter-indemnities

<TABLE>
<CAPTION>

     In favour of                    Issued by                     Nature of instrument              Guaranteed Amount

<C>  <S>                             <C>                           <C>                               <C>
  1  The Government of the Hong      Hutchison Whampoa Limited     Deed of Undertaking and           HK$50,000,000.00
     Kong SAR                                                      Guarantee (in relation to the
                                                                   moratorium)
========================================================================================================================
  2  The Government of the Hong      Hutchison Whampoa Limited     Guarantee (in relation to the     N/A
     Kong SAR                                                      ESD Project)

========================================================================================================================
  3  The Hongkong and Shanghai       Hutchison                     Counter-indemnity for             HK$12,320,000.00
     Banking Corporation             Telecommunications Limited    Performance Bond given in
                                     (to be confirmed)             respect of the ESD Project
========================================================================================================================
  4  The Hongkong and Shanghai       Hutchison                     Counter-indemnity (in respect     HK$250,000.00
     Banking Corporation             Telecommunications (Hong      of Guarantee provided by HSBC
                                     Kong) Ltd                     to the Hong Kong Electric Co
                                                                   Ltd for the development of the
                                                                   Electronic Billing System
========================================================================================================================


              In favour of          Commencement Date       Expiry Date

  1  The Government of the Hong     To be executed*         30 June 2003
     Kong SAR

============================================================================
  2  The Government of the Hong     To be executed*         3 months after
     Kong SAR                                               completion of the
                                                            ESD Project
============================================================================
  3  The Hongkong and Shanghai      To be executed*         Till end of all
     Banking Corporation                                    obligations under
                                                            contract
============================================================================
  4  The Hongkong and Shanghai      28 April 1999           31 October 2000
     Banking Corporation



============================================================================

</TABLE>

* substantially in the form attached to the Disclosure Letter
<PAGE>

                                       89

                                  SCHEDULE 7:


               Summary of Excluded Business Transfer Arrangements

<TABLE>
<CAPTION>
Abbreviations           Companies/Parties                                                     Place of Incorporation
--------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                                   <C>
"HTPHL"                 Hutchison Telecom Properties Holdings Limited                         BVI
"HTSL"                  Hutchison Teleservices Limited                                        BVI
"CNL"                   Colonial Nominees Limited                                             HK
"Excluded Companies"    Goldpraise, Goldtop, HMTSL and Mollson
"Goldpraise"            Goldpraise Limited                                                    BVI
"Goldtop"               Goldtop Limited                                                       BVI
"HCL"                   Hutchison Communications Limited                                      HK
"HCL Holdings"          HCL Holdings Limited (formerly known as Rapid Profit Limited)         BVI
"HIL"                   Hutchison International Limited                                       HK
"HMSL"                  Hutchison MultiMedia Services Limited                                 HK
"HMTSL"                 Hutchison-Management of Telecommunication Services, Limited           Macau
"HTHK"                  Hutchison Telecommunications (Hong Kong) Limited                      HK
"HWL"                   Hutchison Whampoa Limited                                             HK
"Mollson"               Mollson Limited                                                       BVI
"HPSL"                  Hutchison Paging Services Limited                                     HK
"WHL (CI)"              Whampoa Holdings (C.I.) Limited                                       Jersey

---------------------------------------------------------------------------------------------------------------------------
"BVI"                   British Virgin Islands                                                -
"HK"                    Hong Kong Special Administrative Region of  the People's Republic
                        of China                                                              -
---------------------------------------------------------------------------------------------------------------------------
"Macau lawyers"         J. Neto Valente Advogades                                             -
"WKLL"                  Woo, Kwan, Lee & Lo                                                   -
</TABLE>

<PAGE>

                                       90

<TABLE>
<CAPTION>


                       Steps/Documents                                        Parties          Responsibility              Remarks
<S>       <C>                                                                 <C>              <C>              <C>
1.       Incorporation of HPSL
         ---------------------

         a.  Date of Incorporation   :  5th January 1995 (Name changed to
                                        Hutchison Paging Services Limited on
                                        29th September 1999)
         b.  Place of Incorporation  :  HK
         c.  Authorised share capital:  HK$10,000
         d.  Issued share capital    :  HK$20 divided into 2 shares of HK$10
                                        each
         e.  Shareholders            :  1.  Mollson
                                        2.  CNL
         f.  Directors               :  Dennis Lui
                                        Agnes Nardi
                                        Stephen Ngan
         g.  Registered Office       :  22nd Floor, Hutchison House, 10 Harcourt
                                        Road, Hong Kong
         h.  Secretary               :  Edith Shih

         i.  Company no.             :  502096
</TABLE>
<PAGE>

                                       91

<TABLE>
<CAPTION>
                                           Steps/Documents                    Parties            Responsibility             Remarks

<S>       <C>                                                                 <C>              <C>              <C>
2.1.1     Incorporation of HTPHL
          ----------------------

          a.  Date of Incorporation   :  30th March 1994 (Name changed to
                                         Hutchison Telecom Properties Holdings
                                         Limited on 23rd September 1999)
          b.  Place of Incorporation  :  BVI
          c.  Authorised share capital:  US$50,000 divided into 50,000 shares of
                                         US$1.00 each
          d.  Issued share capital    :  1 share of US$1.00 each
          e.  Shareholder             :  Mollson
          f.  Directors               :  Dennis Lui
                                         Agnes Nardi
                                         Stephen Ngan
          g.  Registered Office       :  P.O. Box 71, Craigmuir Chambers, Road
                                         Town, Tortola, British Virgin Islands
          h.  Registered Agent        :  HWR Services Limited

</TABLE>

<PAGE>

                                       92

<TABLE>
<CAPTION>



                        Steps/Documents                                       Parties            Responsibility             Remarks
<S>       <C>                                                                 <C>              <C>              <C>
2.1.2     Incorporation of HTSL
          ---------------------

          a.  Date of Incorporation   :  2nd June 1993 (Name changed to
                                         Hutchison Teleservices Limited on 4th
                                         October 1999)
          b.  Place of Incorporation  :  BVI
          c.  Authorised share capital:  US$50,000 divided into 50,000 shares of
                                         US$1 each
          d.  Issued share capital    :  1 share of US$1.00 each
          e.  Shareholder             :  Mollson
          f.  Directors               :  Dennis Lui
                                         Agnes Nardi
                                         Steve Li
          g.  Registered Office       :  P.O. Box 71, Craigmuir Chambers, Road
                                         Town, Tortola, British Virgin Islands
          h.  Registered Agent        :  HWR Services Limited

2.2       Registration of HTPHL under Part XI of Companies Ordinance of Hong Kong
          -----------------------------------------------------------------------

2.2.1     Form F1 -                                                        One Director of HTPHL       WKLL
          Registration of an oversea company in HK


2.2.2     Letter of Undertaking -                                          One Director of HTPHL       WKLL
          Undertaking from HTPHL to the HK Companies Registry to submit its accounts
          required under s.336(1) of the Companies Ordinance
</TABLE>
<PAGE>

                                       93

<TABLE>
<CAPTION>


                          Steps/Documents                             Parties       Responsibility       Remarks
<S>       <C>                                                     <C>              <C>              <C>

2.2.3     Power of Attorney -                                     One Director of    WKLL
          Appointment of authorised person(s)                     HTPHL
          under Part XI of the Companies Ordinance

2.2.4     Certified copies of Certificate of Incorporation        One Director of    WKLL
          and M&A of HTPHL - Certified by a director of HTPHL     HTPHL
          under oath before a HK solicitor

2.2.5     Directors' written resolutions of HTPHL                 Directors of       WKLL            see 7.2.5
          to approve Part XI Registration and                     HTPHL
          appointment of authorised persons

2.2.6     Submission of documents nos. 2.2.1 to 2.2.4             WKLL               WKLL
          above and cheque of HK$1,800 to the
          HK Companies Registry

3.1       Transfer of Mollson by HCL Holdings to WHL(CI)
          ----------------------------------------------

3.1.1     Sale and Purchase Agreement -                           HCL Holdings,      WKLL
          HCL Holdings agrees to transfer to WHL(CI)              WHL(CI)
          one share in Mollson, representing
          the entire issued share capital of Mollson

3.1.2     Instrument of transfer                                  HCL Holdings,      WKLL            Register of members of
                                                                  WHL(CI)                            Mollson outside HK

3.1.3     Directors' written resolutions of HCL Holdings          Directors of       WKLL
          to approve signing of Sale and                          HCL Holdings
          Purchase Agreement

3.1.4     Directors' written resolutions of WHL(CI)               Directors of       WKLL
          to approve signing of Sale and                          WHL(CI)
          Purchase Agreement and change of directorships

3.1.5     Directors' written resolutions of Mollson to            Directors of       WKLL
          approve the transfer and change of                      Mollson
          directorships

3.1.6     Inform registered agent to make relevant                Secretary of       Secretary of
          entries in the register of members                      Mollson            Mollson


3.1.7     Cancellation of old share certificate and issue of      Secretary of       Secretary of
          new share certificate of                                Mollson            Mollson
          Mollson to WHL(CI)
</TABLE>
<PAGE>

                                       94

<TABLE>
<CAPTION>
                    Steps/Documents                                   Parties                Responsibility        Remarks
<S>       <C>                                                     <C>                      <C>              <C>

     3.2  Change of Directorships of WHL(CI) and Mollson
          ----------------------------------------------

          In respect of WHL(CI) :-
          ------------------------

   3.2.1  Directors' written resolutions -                        Directors of WHL(CI)          WKLL             See 3.1.4
          to approve resignation and appointment of directors

   3.2.2  2 Letters of Resignation from George Magnus             relevant Directors of         WKLL
          and Edith Shih                                          WHL(CI)

   3.2.3  2 Letters of Consent to Act as director from            relevant Directors of         WKLL
          Dennis Lui and Agnes Nardi                              WHL(CI)

   3.2.4  Inform registered agent to make relevant                Secretary of WHL(CI)          Secretary of WHL(CI)
          entries in register of directors

          In respect of Mollson :-
          ------------------------

   3.2.5  Directors' written resolutions -                        Directors of Mollson          WKLL             See 3.1.5
          to approve resignation and appointment of directors

   3.2.6  Letter of Resignation from Edith Shih                   relevant Director of          WKLL
                                                                  Mollson

   3.2.7  Letter of Consent to Act as director from Agnes Nardi   relevant Director of          WKLL
                                                                  Mollson

   3.2.8  Inform registered agent to make relevant                Secretary of Mollson          Secretary of Mollson
          entries in register of directors

      4.  Transfer of Goldtop by HCL to HTSL
          ----------------------------------

     4.1  Sale and Purchase Agreement -                           HCL, HTSL                     WKLL
          HCL agrees to transfer to HTSL one share in Goldtop,
          representing the entireissued share capital of Goldtop

     4.2  Instrument of transfer                                  HCL, HTSL                     WKLL            Register of members
                                                                                                                of Goldtop outside

                    Steps/Documents                                   Parties           Responsibility             Remarks
                                                                                                                HK
</TABLE>
<PAGE>

                                       95

<TABLE>
<CAPTION>

     4.3  Loan Assignment Deed                                    HCL, HTSL, Goldtop          WKLL
<S>       <C>                                                     <C>                      <C>              <C>

     4.4  Directors' written resolutions of HCL to approve        Directors of HCL            WKLL             To cover all matters
          signing of Sale and Purchase Agreement and the                                                       relating to this
          Loan Assignment Deed                                                                                 restructuring

     4.5  Directors' written resolutions of HTSL to approve       Directors of HTSL           WKLL             To cover all matters
          signing of Sale and Purchase Agreement and the                                                       relating to this
          Loan Assignment Deed                                                                                 restructuring

     4.6  Directors' written resolutions of Goldtop to approve    Directors of Goldtop        WKLL
          the transfer and the Loan Assignment Deed

     4.7  Inform registered agent to make relevant entries        Secretary of Goldtop        Secretary of Goldtop
          in the register of members

     4.8  Cancellation of old share certificate and issue         Secretary of Goldtop        Secretary of Goldtop
          of new share certificate of Goldtop to HTSL

      5.  Transfer of Goldpraise by HCL to HTSL
          -------------------------------------

     5.1  Sale and Purchase Agreement -                           HCL, HTSL                   WKLL
          HCL agrees to transfer to HTSL one share in
          Goldpraise, representing the entire
          issued share capital of Goldpraise

     5.2  Instrument of transfer                                  HCL, HTSL                   WKLL             Register of members
                                                                                                               of Goldpraise
                                                                                                               outside HK
     5.3  Loan Assignment Deed                                    HCL, HTSL, Goldpraise       WKLL

     5.4  Directors' written resolutions of HCL to approve        Directors of HCL            WKLL             See 4.4
          signing of Sale and Purchase Agreement and the
          Loan Assignment Deed

     5.5  Directors' written resolutions of HTSL to approve       Directors of HTSL           WKLL             See 4.5
          signing of Sale and Purchase Agreement and the
          Loan Assignment Deed

     5.6  Directors' written resolutions of Goldpraise to         Directors of Goldpraise     WKLL
          approve the transfer and the Loan Assignment Deed
</TABLE>
<PAGE>

                                       96

<TABLE>
<CAPTION>

                          Steps/Documents                         Parties         Responsibility                    Remarks
<S>       <C>                                                     <C>                      <C>              <C>

     5.7  Inform registered agent to make relevant entries      Secretary of       Secretary of
          in the register of members                            Goldpraise         Goldpraise

     5.8  Cancellation of old share certificate and issue       Secretary of       Secretary of
          of new share certificate of Goldpraise to HTSL        Goldpraise         Goldpraise

      6.  Transfer of HMTSL by HCL to HTSL
          --------------------------------

     6.1  Sale and Purchase Agreement -                         HCL, HTSL          WKLL
          HCL agrees to transfer to HTSL two shares
          in HMTSL, representing the entire issued share
          capital of HMTSL

     6.2  (a)  Transfer Deed                                    HCL, HTSL          WKLL/Macau lawyers           Register of members
          (b)  Declaration of Trust                             CNL                                             of HMTSL outside
                                                                                                                Hong Kong


     6.3  Loan Assignment Deed                                  HCL, HTSL, HMTSL   WKLL


     6.4  (a)  Directors' written resolutions of HCL to         Directors of HCL   WKLL                         See 4.4
               approve/ratify signing of Sale and Purchase
               Agreement and the Loan Assignment Deed

          (b)  Directors' written resolutions of HCL to         Directors of       WKLL/Macau lawyers
               approve/ratify the signing of the Transfer       HCL/ Notary
               Deed (with Notary Public certificate)            Public

     6.5  Directors' written resolutions of CNL to              Directors of       WKLL/Macau lawyers
          approve/ratify the signing of Transfer                CNL/ Notary
          Deed (with Notary Public certificate)                 Public

     6.6  (a)  Directors' written resolutions of                Directors of       WKLL                         See 4.5
               HTSL to approve/ratify signing of Sale           HTSL
               and Purchase Agreement
          (b)  Directors' written resolutions of HTSL           Directors of       WKLL/Macau lawyers
               to approve/ratify the signing of the             HTSL/ Notary
               Transfer Deed (with Notary Public certificate)   Public

     6.7  Directors' written resolutions of HMTSL to            Directors of       WKLL
          approve/ratify the transfer and the                   HMTSL
          Loan Assignment Deed

     6.8  Make relevant entries in the register of members      Secretary of       Secretary of
                                                                HMTSL              HMTSL

     6.9  Cancellation of old share certificates and issue      Secretary of       Secretary of
          of new share certificates of HMTSL to HTSL            HMTSL              HMTSL


                          Steps/Documents                               Parties             Responsibility        Remarks

</TABLE>
<PAGE>

                                       97

<TABLE>
<CAPTION>

      7.  Transfer of properties from HCL at revalued cost
<S>       <C>                                                     <C>                      <C>              <C>
          ------------------------------------------------

     7.1  Transfer of properties from HCL to HPSL
          (a)  Flat 3, 34/F., Block A with Block Roof, Po Sing
               Centre, Ta Chuen Ping Street, Kwai Chung
          (b)  Shop C, G/F and Lavatory M/F., Silver Commercial Building,
               719 Nathan Road, Mongkok, Kowloon
          (c)  Flat C, 23/F with Roof, Tung Po Building,
               483-497 King's Road, North Point
          (d)  Office No. 1 of 29/F and Portion of Roof Top, Ho King
               Commercial Centre, 2-16 Fa Yuen Street, Kowloon

   7.1.1  Statutory Declaration as to loss of title                  Director of HCL               WKLL
          deeds for property (a)
   7.1.2  Memorandum for Sale and Purchase for each property         HCL, HPSL                     WKLL

   7.1.3  Assignment for each property                               HCL, HPSL                     WKLL

   7.1.4  Directors' written resolutions of HCL                      Directors of HCL              WKLL       See 4.4
          approving the transfer
   7.1.5  Directors' written resolutions of HPSL                     Directors of HPSL             WKLL       To cover all matters
          approving the acquisition                                                                           relating to
                                                                                                              this restructuring
   7.1.6  Memorials for                                              WKLL                          WKLL
          (a)  Memorandum for Sale and Purchase
          (b)  Assignment

   7.1.7  Questionnaire for stamping of Assignment                   WKLL                          WKLL


   7.1.8  Submit Assignment to Stamp Office for stamping             WKLL                                     Within 30 days

   7.1.9  Register Memorandum for Sale and Purchase and                                            WKLL       Within one month
          Assignment with Land Registry


                          Steps/Documents                               Parties             Responsibility        Remarks

</TABLE>

<PAGE>

                                       98

<TABLE>
<CAPTION>

     7.2  Transfer of properties from HCL to HTPHL
<S>       <C>                                                     <C>                      <C>              <C>
          (a)  Shop D on G/F., 1/F., Flat C on 2/F and Flat Roof, Gardenview
               Building, 197-209 Sai Yeung Choi Street
          (b)  Flat F, 28/F with Roof, Kwong Fai Mansion, 1G-1H, 3-13 Kwong Wah
               Street, Mongkok, Kowloon
          (c)  Workshop F, 7/F., Hop Hing Industrial Building, 704 Castle Peak
               Road, Kowloon
          (d)  Shop 18, M/F, Kwun Tong Plaza, 68 Hoi Yuen Road, Kwun Tong,
               Kowloon
          (e)  1/F. of 90 and 92 Sai Yee Street, 1/F. of 72 and 74 Argyle
               Street, 2/F. of 90 Sai Yee Street and 2/F. of 72 Argyle Street
          (f)  Shop 33 and 39, 1/F., Ho King Commercial Centre, 2-16 Fa Yuen
               Street, Kowloon
          (g)  Portion A of 4/F., Ho King Commercial Centre, 2-16 Fa Yuen
               Street, Kowloon
          (h)  2/F and 3/F., Portion of 3/F., Ho King Commercial Centre,
               2-16 Fa Yuen Street, Kowloon

   7.2.1  Statutory Declaration as to loss of title deeds for                   Director of HCL     WKLL
          properties (c) and (d)
   7.2.2  Memorandum for Sale and Purchase for each property                    HCL, HTPHL          WKLL

   7.2.3  Assignment                                                            HCL, HTPHL          WKLL

   7.2.4  Directors' written resolutions of HCL approving the transfer          Directors of HCL    WKLL               See 4.4

   7.2.5  Directors' written resolutions of HTPHL approving the                 Directors of        WKLL
          acquisition and Part XI registration under                            HTPHL
          Companies Ordinance

   7.2.6  Memorials for                                                         WKLL                WKLL
          (a)  Memorandum for Sale and Purchase
          (b)  Assignment

   7.2.7  Questionnaire for stamping of Assignment                              WKLL                WKLL

   7.2.8  Submit Assignment to Stamp Office for stamping                                            WKLL               Within 30
                                                                                                                       days

                          Steps/Documents                                         Parties            Responsibility      Remarks

   7.2.9  Register Memorandum for Sale and Purchase and Assignment                                  WKLL               Within one
          with                                                                                                         month
</TABLE>
<PAGE>

                                       99

<TABLE>
<CAPTION>
          Land Registry
<S>       <C>                                                     <C>                      <C>              <C>

      8.  Transfer of business, assets and liabilities relating
          -----------------------------------------------------
          to paging business by HCL to HPSL
          ---------------------------------

     8.1  Sale and Purchase Agreement for the transfer of :-                    HCL, HPSL           WKLL
          (a)  fixed assets
          (b)  current assets and current liabilities
          (c)  business
          (d)  rights under all existing contracts

     8.2  Deed of Assignment and Assumption                                     HCL, HPSL           WKLL               See Schedule
                                                                                                                       1 to 8.1

     8.3  Notice in Government Gazette as to transfer of business               HPSL                WKLL

     8.4  Directors' written resolutions of HCL approving the transfer          Directors of HCL    WKLL               See 4.4

     8.5  Directors' written resolutions of HPSL approving the acquisition      Directors of HPSL   WKLL               See 7.1.5

      9.  Paging Licences
          ---------------

          Letter from HCL to OFTA - 2 Public Radiocommunication Service         HPSL, HCL           HPSL, HCL
          Licences granted to HCL to be transferred/assigned to HPSL
          with the prior written consent of OFTA

     10.  Radio Dealer Licence
          --------------------

          To inform FADM to apply for new BR Certificates and Radio Dealer
          Licences

     11.  Shares in Hong Kong Radio Paging Association Limited ("HKRPAL")
          ---------------------------------------------------------------

    11.1  Instrument of Transfer                                                HCL, HPSL           WKLL

    11.2  Bought and Sold Notes                                                 HCL, HPSL           WKLL

                        Steps/Documents                                           Parties            Responsibility         Remarks

    11.3  Minutes of Board Meeting/Directors' written resolutions of HKRPAL     Directors of        WKLL
          to approve the transfer                                               HKRPAL
</TABLE>
<PAGE>

                                      100

<TABLE>
<CAPTION>

     12.  Waiving of loan by HWL
<S>       <C>                                                     <C>                      <C>              <C>
          ----------------------

          Directors' written resolutions of HWL waiving loan advanced to HCL    Directors of HWL    WKLL

     13.  Repayment of bank loan and part of the restructuring loan and
          -------------------------------------------------------------
          conversion of the balance to shareholders' loans
          ------------------------------------------------

     14.  Novation/assignment of contracts
          --------------------------------

</TABLE>
<PAGE>

                                      101


                                  SCHEDULE 8:


            Summary of the Partnership Reorganisation Arrangements

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
Abbreviations                   Companies/Parties                                       Place of Incorporation
------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                                                     <C>
"Analogue"                      Analogue Technical Agencies Limited                     HK
"Aberdeen"                      Aberdeen Commercial Investments Limited                 HK
"CSC"                           CSC Intelicom, Inc.                                     Delaware
"CNL"                           Colonial Nominees Limited
"HCL"                           Hutchison Communications Limited                        HK
"HIL"                           Hutchison International Limited                         HK
"HNP"                           HCL Network Partnership                                 HK
"Hongville"                     Hongville Limited                                       HK
"HPHL"                          HCL Partnership Holdings Limited                        HK
"HTHK"                          Hutchison Telecommunications (Hong Kong) Limited        HK
"HWPL"                          Hutchison Whampoa Properties Limited                    HK
"IVRS"                          IVRS (International) Limited                            HK
"Palliser"                      Palliser Investments Limited                            HK
"Siemens"                       Siemens Limited                                         HK
"Siemens Guarantor"             Siemens Aktiengesellschaft                              Germany
"Unitech"                       Unitech Computer Systems Limited
------------------------------------------------------------------------------------------------------------------------
"HK"                            Hong Kong Special Administrative Region of
                                the People's Republic of China                          -
------------------------------------------------------------------------------------------------------------------------
"WKLL"                          Woo, Kwan, Lee & Lo                                     -
</TABLE>
<PAGE>

                                      102

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                Steps/Documents                       Parties                   Responsibility        Remarks

-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                           <C>                       <C>
1.      Ratification of Execution of Documents
        --------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
1.1     Directors' written resolution of Hongville to                 Directors of Hongville    WKLL
        ratify the execution of the following agreements
        (the "Existing Agreements") :-
        (a)  the international software license,
             maintenance and services agreement
             between HNP and CSC dated 10th July, 1995
             (the "CSC Agreement")
        (b)  the agreement between HNP and IVRS on
             customer service support technology
             and related equipment and software (the
              "IVRS Agreement")
        (c)  the maintenance service agreements between
             HNP and Unitech regarding ECL DTX-360 system
             and ECI DTX-240 and coherent EC-6000 Echo
             Canceller systems respectively; and
        (d)  contract for post warranty support dated
             14th March, 1997 between HNP, Siemens and
             Siemens Guarantor
-----------------------------------------------------------------------------------------------------------------------------------
1.2     Directors' written resolution of Palliser to                  Directors of Palliser     WKLL
        Existing Agreements
-----------------------------------------------------------------------------------------------------------------------------------
1.3     Directors' written resolution of Aberdeen to                  Directors of Aberdeen     WKLL
        ratify the execution of the Existing
        Agreements
-----------------------------------------------------------------------------------------------------------------------------------
1.4     Written consent of action by the partners of                  Hongville, Palliser,      WKLL
        HNP to ratify the execution of the Existing                   Aberdeen
        Agreements
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                      103

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                Steps/Documents                       Parties                   Responsibility        Remarks

-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                           <C>                       <C>
2.      Restructuring of HNP in Year 1999
        ---------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
2.1     Incorporation of HPHL                                                                   HTHK
        (a)  Date of Incorporation     :  15th January 1997
                                          (Name to be changed
                                          to HCL Partnership
                                          Holdings Limited)
        (b)  Place of Incorporation    :  HK
        (c)  Authorised share capital  :  HK$10.000
        (d)  Issued share capital      :  HK$2.00 divided into
                                          2 shares of HK$1.00 each
        (e)  Shareholders              :  1. HCL
                                          2. CNL
        (f)  Directors                 :  Canning Fok
                                          Susan Chow
                                          Dennis Lui
                                          Agnes Nardi
        (g)  Registered Office         :  22nd Floor, Hutchison
                                          House, 10 Harcourt Road,
                                          Hong Kong
        (h)  Secretary                 :  Edith Shih
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                      104

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                Steps/Documents                       Parties                   Responsibility        Remarks

-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                           <C>                       <C>
2.2     Restructuring agreement regarding :-                          Hongville, Palliser,      WKLL
        (a)  retirement of Palliser and Aberdeen as                   Aberdeen, HCL, HPHL
             partners of HNP;
        (b)  admission of HCL and HPHL as new partners
             of HNP holding respectively 99.98% and
             0.01% interest in the newly constituted
             partnership (see Chart 2);
        (c)  capital contribution by HCL and HPHL
             according to their respective percentage
             holding in HNP;
        (d)  loan advance by HCL and HPHL respectively to HNP;
        (e)  repayments by HNP to Hongville, Palliser and
             Aberdeen as to:-
                (i)   the entire amount of their respective
                      capital contribution (except for Hongville,
                      an amount representing Hongville's reduced
                      partnership share in HNP shall be retained
                      with HNP to reflect its pro-rata capital
                      contribution); and
                (ii)  the entire amount of their respective loan
                      advance (except for Hongville, an amount
                      representing Hongville's reduced partnership
                      share in HNP shall be retained with HNP to
                      reflect its pro-rata loan advance)
-----------------------------------------------------------------------------------------------------------------------------------
2.3     Directors' written resolution of Hongville to approve         Directors of Hongville    WKLL
        the Restructuring Agreement and other documents relating
        to the restructuring
-----------------------------------------------------------------------------------------------------------------------------------
2.4     Directors' written resolution of Palliser to approve          Directors of Palliser     WKLL
        the Restructuring Agreement and other documents
        relating to the restructuring
-----------------------------------------------------------------------------------------------------------------------------------
2.5     Directors' written resolution of Aberdeen to approve          Directors of Aberdeen     WKLL
        the Restructuring Agreement and other documents relating
        to the restructuring
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                Steps/Documents                       Parties                   Responsibility        Remarks

-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                           <C>                       <C>
2.6     Directors' written resolution of HCL to approve the           Directors of HCL          WKLL
        Restructuring Agreement and other documents relating
        to the restructuring and to approve borrowing of a
        non-interest bearing loan from HIL and granting of
        a non-interest bearing loan to HPHL
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                      105

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                Steps/Documents                       Parties                   Responsibility        Remarks

-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                           <C>                       <C>             <C>
2.7     Directors' written resolution of HPHL to approve the          Directors of HPHL         WKLL
        Restructuring Agreement and other documents relating
        to the restructuring and to approve borrowing of a
        non-interest bearing loan from HCL
-----------------------------------------------------------------------------------------------------------------------------------
2.8     Directors' written resolution of HIL to approve granting      Directors of HIL          WKLL
        of a non-interest bearing loan to HCL
-----------------------------------------------------------------------------------------------------------------------------------
2.9     Contribution of capital and loan advance by HCL and HK Co     HIL, HCL, HPHL
        to HNP through loan provided by HIL
-----------------------------------------------------------------------------------------------------------------------------------
2.10    Written consent of action by the partners of HNP to           HNP, Hongville,
        approve repayment of loan advance by HNP to Hongville,        Palliser, Aberdeen,
        Palliser and Aberdeen which amount shall be ultimately        HWPL, HIL
        repaid to HIL
----------------------------------------------------------------------------------------------------------------------------------
2.11    Form IRBR64 regarding changes to particulars of HNP           Hongville, Palliser,      WKLL            Particulars have to
        filed under the Business Registration Ordinance               Aberdeen, HCL, HK Co                      to be filed within 1
                                                                                                                month from the date
                                                                                                                of change
-----------------------------------------------------------------------------------------------------------------------------------
2.12    Notice in Government Gazette as to change of partners         WKLL                      WKLL            Government Gazette
        of HNP                                                                                                  is published on
                                                                                                                every Friday and
                                                                                                                deadline of
                                                                                                                Government Printer
                                                                                                                for receiving notice
                                                                                                                for publication is
                                                                                                                noon of Monday
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                Steps/Documents                       Parties                   Responsibility        Remarks

-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                           <C>                       <C>             <C>
2.13    Notification to all persons who deal with HNP as to           HNP                       WKLL
        the change of partners of HNP, including :-
        (a)  CSC
        (b)  IVRS
        (c)  Unitech
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                      106

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                Steps/Documents                       Parties                   Responsibility        Remarks

-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                           <C>                       <C>             <C>
        (d)  Siemens
        (e)  Siemens Guarantor
        (f)  HCL
        (g)  Analogue
-----------------------------------------------------------------------------------------------------------------------------------
2.14    Direct Covenants to be executed by HCL and HPHL               HCL, HPHL                 WKLL
        acknowledging that they are bound by the following
        existing licence agreements :-
        (a)  the CSC Agreement
        (b)  the IVRS Agreement
        (c)  the equipment lease agreement dated 29th July, 1996
             between HNP and HCL
        (d)  the system supply and project management agreement
             dated 9th September, 1994 between HNP, Siemens and
             Siemens Guarantor
        (e)  the software licence dated 9th September, 1994 between
             HNP and Siemens Guarantor
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                      107


                                  SCHEDULE 9:


                                   Approvals

                                    Part 1
                                    ------

1.   Requisite consent of the Federal Communications Commission

2.   Approval of the banks under the Global Crossing US$3 billion credit
     agreement.


                                    Part 2
                                    ------

1.   OFTA having approved in writing the proposed transfer of Public
     Radiocommunication Service Licences No. 044 and 047 held by HCL to
     Hutchison Paging Services Limited pursuant to the Excluded Business
     Transfer Arrangements.


<PAGE>

                                      108


                                 SCHEDULE 10:


                   Agreement Counterpart and Acknowledgement

TO:       Global Crossing Ltd.

RE:       The Subscription and Sale and Purchase Agreement (the "Purchase
          Agreement") dated 15th November, 1999, by and among Hutchison Whampoa
          Limited, Hutchison Telecommunications Limited, Global Crossing Ltd.,
          Global Crossing Ltd. and HCL Holdings Limited and the Registration
          Rights Agreement (the "Registration Rights Agreement") dated as of
          _______, 1999, by and among Global Crossing Ltd. and the Holders (as
          defined in the Registration Rights Agreement)


     The undersigned hereby agrees to be bound by the terms of Clause 10 of the
Purchase Agreement and the Registration Rights Agreement as a party to such
agreements, and shall be entitled to all benefits of the Holders (as defined in
the Registration Rights Agreement) and shall be subject to all obligations and
restrictions of the Holders pursuant to the Registration Rights Agreement, as
fully and effectively as though the undersigned had executed a counterpart of
such agreements together with the other parties to such agreements.  The
undersigned hereby acknowledges having received and reviewed a copy of the
Purchase Agreement and the Registration Rights Agreement.


                 DATED this _____ day of ______________, _____


By:

Title:

Number of

Shares of

Registrable Securities: