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                                                                    Exhibit 99.4


                           MARINE MAINTENANCE SERVICE
                                    AGREEMENT

                                     BETWEEN

                            TYCOM CONTRACTING LIMITED

                                       AND

                               FLAG ATLANTIC LTD.

                                     FOR THE

                          FLAG ATLANTIC-1 CABLE NETWORK




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                                TABLE OF CONTENTS

                          General Terms and Conditions

Article                                                                    Page

Article 1 Definitions........................................................4
Article 2 Provider's Undertakings............................................9
Article 3 Owner's Undertakings...............................................9
Article 4 Responsibilities for Permits and Change in Law.....................9
Article 5 Term..............................................................10
Article 6 Fees and Charges..................................................11
Article 7 Terms of Payment..................................................12
Article 8 DMOQ Performance Levels...........................................14
Article 8A Warranty.........................................................15
Article 9 Default...........................................................15
Article 10 Risk of Loss.....................................................16
Article 11 Force Majeure....................................................16
Article 12 Intellectual Property............................................18
Article 13 Safeguarding of Information......................................18
Article 14 Export Control...................................................20
Article 15 Remedies; Limitation of Liability................................20
Article 16 Indemnification..................................................20
Article 17 No Third Party Beneficiaries.....................................21
Article 18 Infringement.....................................................22
Article 19 Insurance........................................................23
Article 20 Settlement of Disputes/Arbitration...............................26
Article 21 Applicable Law...................................................27
Article 22 Time for Filing Claims...........................................27
Article 23 Notices..........................................................27
Article 24 Publicity........................................................28
Article 25 No Liens or Encumbrances.........................................29
Article 26 Assignment.......................................................29
Article 27 Relationship of Parties..........................................30


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Article 28 Successors Bound.................................................30
Article 29 Article Captions.................................................30
Article 30 Severability.....................................................31
Article 31 Survival of Obligations..........................................31
Article 32 Non Waiver.......................................................31
Article 33 Amendments.......................................................31
Article 34 Reports..........................................................31
Article 35 Reserved.........................................................32
Article 36 Counterparts.....................................................32
Article 37 Entire Agreement.................................................32
Article 38 Coming Into Force................................................32


ANNEX A  - PROVIDER'S UNDERTAKINGS
ANNEX B  - OWNER'S UNDERTAKINGS
ANNEX C  - SYSTEMS
ANNEX D  - BILLING INFORMATION
ANNEX E  - TECHNICAL SPECIFICATION
ANNEX F  - FEES




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THIS MARINE MAINTENANCE SERVICE AGREEMENT ("Agreement") is made as of this 1st
day of June, 2001 between TyCom Contracting Limited (hereinafter "Provider") a
company having its principal office at Crown House, 4 Par-La Ville Road,
Hamilton HM 08, Bermuda, and FLAG Atlantic Ltd., a company organized and
existing under the laws of Bermuda, and having an office at Cedar House, 41
Cedar Avenue, Hamilton HM12 Bermuda (hereinafter "Owner").

                  WHEREAS, SEAHORSE(TM) Atlantic Program is a program of marine
maintenance services, offered by the Provider to undersea fiber optic cable
systems;

                  WHEREAS, the Owner desires to enter its System (the "Owner's
System") into the SEAHORSE Atlantic Program as a Covered System for marine
maintenance services; and

                  WHEREAS, the Provider is willing to provide such services, as
described in Annex A, to the Owner in accordance with and subject to the terms
hereof;

                  NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the Parties agree as follows:


ARTICLE 1 DEFINITIONS
Definitions are as described in the specific Articles. Except as otherwise
defined, the following definitions shall apply throughout this Agreement:

         "AAA" means the American Arbitration Association and has the meaning
set forth in Sub-Article 20(B).

         "Actual Knowledge" means the actual knowledge of any management level
employee with management responsibility for the Agreement.

         "Affiliate" means, with respect to either Party, any company which is
under common control with, controls, or is controlled by such Party.

         "Agreement" means this agreement, including the Annexes hereto, which
are made a part of the Agreement, all as amended from time to time.

         "Annual Fee" has the meaning set forth in Article 6.

         "Assignment" has the meaning set forth in Sub-Article 26(A).

         "Cable Ship" means each cable ship dedicated to the SEAHORSE Atlantic
Program which shall maintain the Covered Systems and Owner's System in
accordance with the Provider's Undertakings in Annex A, including any
alternative vessel provided pursuant to Article 11B.



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         "Cable System" means the undersea cable segments described in Annex C,
forming a common system of the same name and provided under a single
Construction Contract in the Atlantic region.

         "Certificate(s) of Insurance" has the meaning set forth in Article 19.

         "Coming Into Force" has the meaning set forth in Article 38.

         "Confidential Information" has the meaning set forth in Article 24(B).

         "Contract Tax" means taxes other than Excluded Taxes.

         "Contract Year" means the one (1) year period commencing with the first
day of the Initial Term and each successive one (1) year period.

         "Construction Contract" means the contracts entered into between Owner
and Supplier for the design, manufacture, construction and installation of the
Owner's System.

         "Covered System(s)" means the Cable Systems that have entered into the
SEAHORSE Atlantic Program as more fully described in Annex C or in a subsequent
notice from the Provider to the Owner describing new systems entering the
Seahorse Atlantic Program.

         "Credit", "Credit Cap", "Credit Offset" and "Credit Offset Cap" have
the meanings set forth in Section F of Annex E.

         "Daily Rate" means the rate charged for Related Maintenance services in
accordance with Annex F (Fees).

         "Default" means an occurrence as described in Article 9.

         "Deliverable Technical Material" means all technical information,
specifications, drawings, designs, sketches, tools, operating data, records,
documentation and/or other types of engineering or technical data or information
that a person of ordinary skill in the relevant technical field would consider
reasonably necessary to maintain or repair each component of the Owner's System.

         "Depots" means the shore side location, space and physical arrangements
chosen by the Provider that will be used for storing certain Covered Systems
spares.

         "Direct Measure of Quality ("DMOQ")" means the measure of the
Provider's performance set forth in Annex E.

         "Down Payment" has the meaning set forth in Sub-Article 6(D).



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         "Excluded Taxes" means any tax imposed on Provider's net worth,
property, or capital or imposed on the Provider's net or gross income or
receipts or on Provider's revenue or earnings.

         "Fault" means a defect in a Covered System or part thereof, indicated
by alarm or performance reports, and requiring repair or correction.

         "Flow-Through Expenses" means those expenses relating to the Owner's
System (and approved by the Owner in writing where the amount of an individual
item exceeds [*] which will be paid by the Owner, and which are not included in
the Annual Fee in accordance with Article 7.

         "FNOC" means the FLAG Network Operating Center servicing the Owner's
System.

         "Force Majeure" has the meaning set forth in Sub-Article 11(A).

         "Included Repairs" has the meaning set forth in Annex F.

         "Information" has the meaning set forth in Sub-Article 13(A).

         "Initial Term" means the period commencing on the RFPA date (of the
first Segment) of the Owner's System and concluding on the fifth anniversary of
such date.

         "Insuring Party" has the meaning set forth in Sub-Article 19(D).

         "Landing License" means, in the United States, a License to land and
operate a Submarine Cable System pursuant to the Submarine Cable Landing Act, 47
U.S.C. 34-39 and in any country, territory or other place where a cable landing
and or cable station is located, the comparable license which is required under
the law of such jurisdiction.

         "Laws" means any laws, ordinances, regulations, rules, orders,
proclamations, requirements of governmental authorities or treaties.

         "Marine Operation Permits" means all permits, authorizations, consents
and licenses required by a government or other authority associated with the
Cable Ship performing an Operation in territorial waters or other area of
jurisdiction of such government or other authority.

         "Operation" means either Repair or Related Maintenance.

         "Owner's Permits" means all access rights, permits, Landing Licenses,
pipeline and cable crossings agreements, agreements with fishermen, approvals,
"no objections", permissions in principle, authorizations, consents, customs
clearances, registrations,


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certificates, rights-of-way, certificates of occupancy, licenses, orders, and
all such similar authorizations necessary for the operation of the Owner's
System.

         "Owner's System" means those Segments comprising the system as
described in Annex C.

         "Party" means the Owner and/or the Provider, as appropriate, and
"Parties" means the Owner and the Provider, collectively.

         "Performance Reconciliation Date" has the meaning as set forth in Annex
E, Section F.

         "Person" means any individual, corporation, partnership, association,
trust or any other entity or organization, including a government or political
subdivision or any agency or instrumentality thereof.

         "Post Repair Burial Work" means burial of any part of the Owner's
System left exposed by a Repair where such part of the Owner's System had
previously been buried, as more fully described in Annex A, section A3.

         "Power Control" means control over the electrical power on the subject
Segment of a Covered System.

         "Quarter" means each three (3) month period commencing on January 1,
April 1, July 1, and October 1.

         "Related Maintenance" means maintenance services for a Covered System,
such as inspections and surveys, performed upon written request of the Owner,
and that do not in the opinion of the Provider jeopardize the ability to achieve
the DMOQs of the Owner's System, which opinion will be supported by reasonable
evidence if requested by the Owner. Related Maintenance includes maintenance
services intended to enhance the security of the Covered Systems. It does not
include services required to correct deficiencies in System design,
manufacturing or installation or any services or work in connection with the
installation or upgrade of a Covered System.

         "Remotely Operated Vehicle ("ROV(s)")" means a submersible, remotely
operated vehicle, dedicated to a Cable Ship, used for locating and maintaining
submarine fiber optic cables as described in Annex E.

         "Repair" means repair of any Segment, including, where applicable, Post
Repair Burial Work.

         "Repair Rate" means the rate set forth at Annex F payable by the Owner
to the Provider in the event that the Included Repair figure set out in Annex F
is exceeded.

         "Report(s)" means any of the reports described in Section C of Annex E.



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         "Return and Repair Policy" means the policies for repair and return
and/or replacement of equipment agreed to by the Owner and the Supplier.

         "Return and Repair Services" means the administrative services with
respect to the Return and Repair Policy provided by the Provider at the request
of, and in accordance with, the written instructions of the Owner.

         "RFPA Date" means the earlier of the date of the Certificate of
Provisional Acceptance or the Certificate of Commercial Acceptance of the
Owner's System or any Segment thereof as defined in the applicable Construction
Contract. The RFPA Date for the Northern and Interlink segments of the Owner's
System shall be deemed to be June 1st, 2001 for the purposes of this Agreement.

         "SEAHORSE Atlantic" has the meaning set forth at Sub-Article (A) of
Annex A.

         "Segment" means an undersea cable linking two beach manholes or a beach
manhole and a branching unit and which forms part of a Covered System.

         "Service(s)" means the marine maintenance services which will be
provided by the Provider on a 24 hour/day, 365 day/year basis in respect of all
Segments of the Owner's System under this Agreement.

          "Shallow Water Plant" means the segments of the Owner's System that
extend from the beach manhole to the fifteen (15) meter mean low water mark.

         "Simultaneous Fault" means a second or subsequent Fault occurring on
any Covered System(s) where both the first and subsequent such Fault are located
in the normal operating area of any one Cable Ship while that Cable Ship is
engaged in any phase of the repair of the first Fault.

         "Supplier" means the entity or entities entering into a Construction
Contract with the Owner.

         "Tax" means any tax including but not limited to Excluded Tax and
Contract Tax.

         "Unworkable Weather" means winds at Beaufort Force [*], or Sea State
[*], for cable ship Operations and Beaufort Force [*], or Sea State [*] for ROV
launch or recovery. As used herein Beaufort Force and Sea State have the meaning
given to such terms in Annex E Section I Notwithstanding the foregoing , the
continuation of operations in current or predicted weather shall be determined
at the discretion of the Master of the Cable Ship with due regard to the safety
of the Cables Ship, crew, equipment and the Owner's System.


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         "Vessel Certification" means those licenses, authorizations, consents,
as required by the vessel's country of registration and classification
organization and all such similar certification normally associated with the
routine operation of a vessel, such as vessel and crew authorizations/visas,
which are not Marine Operations Permits.

         "Warranty Administration Support" means the administrative support with
respect to Warranty Claims provided to the Owner by the Provider at the request
of the Owner and in accordance with the written instructions of the Owner.

         "Warranty Claim" means a claim (for repair, replacement, correction,
reimbursement, etc.) by or on behalf of the Owner pursuant to the warranty
provisions of the Construction Contract.


ARTICLE 2 PROVIDER'S UNDERTAKINGS
A.    SERVICES. The Provider shall provide the Services for the Owner's System
in accordance with the terms set forth in this Agreement.

B.    SEARCH AND RESCUE. The Provider shall be at liberty to suspend or deviate
the Service(s) in order to render essential assistance to ships in distress or
to save life. During the suspension of the Service to render such assistance any
Flow-Through Expenses for the said Cable Ship shall be borne equally by the
Provider and the Owner, except in such cases where said costs arise in relation
to assisting the Owner or at the specific request of the Owner, where these
costs shall be fully charged to the Owner. In the event that any amount is
recovered by either Party in relation to such an incident, such amount shall be
shared equally between the Parties.

C.    COMPLIANCE WITH LAW. The Provider will perform the Services in accordance
with all applicable Laws.


ARTICLE 3 OWNER'S UNDERTAKINGS
The Owner shall perform all of its undertakings in accordance with the terms set
forth in this Agreement.


ARTICLE 4 RESPONSIBILITIES FOR PERMITS AND CHANGE IN LAW
A.    ACQUIRING AND MAINTAINING OWNER'S PERMITS. The Owner shall be responsible
for obtaining, at its expense, all Owner's Permits and fulfilling all conditions
and responsibilities of such Owner's Permits.

B.    PROVIDER'S ASSISTANCE WITH OWNER'S PERMITS. The Provider shall reasonably
cooperate with and assist the Owner at the Owner's request, to obtain all
Permits and fulfill all conditions and responsibilities of such Permits, to the
extent that the Provider's cooperation and assistance are reasonably necessary
for the Owner to expeditiously or cost-efficiently obtain such Permits. The
Provider agrees to promptly respond to and


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cooperate with any such request from the Owner. The Owner shall reimburse
reasonable outside counsel fees, reasonable independent consultant fees and
other reasonable out-of-pocket fees and expenses incurred by the Provider in
connection with such cooperation provided, however, that the Provider shall
obtain the written consent of the Owner prior to incurring any expense
reimbursable by the Owner pursuant to this Sub-Article (B) in excess of $[*].

C.    MARINE OPERATION PERMITS. The Provider shall be responsible for obtaining
all Marine Operation Permits. The Provider shall promptly apply to any relevant
authority for such Marine Operation Permits upon notice from the Owner to
perform an Operation in an area that requires such permits.

D.    OWNER'S ASSISTANCE WITH MARINE OPERATIONS PERMITS. The Owner shall
reasonably cooperate with and assist the Provider, at the Provider's request, to
obtain all Provider's Marine Operations Permits and to fulfill all conditions
and responsibilities of such Marine Operations Permits, to the extent that the
Owner's cooperation and assistance are reasonably necessary for the Provider to
expeditiously or cost-efficiently obtain such Marine Operations Permits. The
Owner agrees to promptly respond to and cooperate with any such request from the
Provider.

E.    VESSEL CERTIFICATION. The Provider shall be responsible for obtaining and
maintaining all vessel certifications necessary to operate the Cable Ships in
this Agreement as required by the Cable Ships' country of registration and
classification organization.

F.    NOTICE AND CHANGE IN LAW. Before making any variations in Services that
may be necessitated by complying with any changes in any Laws that would
represent a material change to the overall maintenance of the Owner's System,
either Party may give to the other Party written notice, specifying the
variations proposed to be made, and the reasons for making them. The Owner shall
bear the costs associated with complying with any changes described in the
preceding sentence, after the date hereof, in any Laws. As of the date hereof,
neither Party has Actual Knowledge of any change in Law which would require a
material change to the overall maintenance of the Owner's System.


ARTICLE 5 TERM
A.    COMING INTO FORCE. This Agreement shall be effective upon signing and
shall Come Into Force in accordance with Article 38 (Coming Into Force) and
unless extended under Sub-Article 5(B), shall terminate on the conclusion of the
Initial Term unless otherwise terminated under Article 9 (Default).

B.    EXTENSIONS. So long as the Owner is not in default under Article 9
(Default), the Owner may request extensions of this Agreement with the same
terms and conditions hereunder for such additional periods as agreed between the
Parties upon giving notice of




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not less than one (1) year prior to expiration of the then current term, or such
shorter period as the Parties agree.

C.    TERMINATION FOR CONVENIENCE. So long as the Owner is not in default under
Article 9 (Default), the Owner may request that this Agreement be terminated for
convenience upon giving notice of not less than one (1) year prior to the
intended termination date, of its intention to terminate this agreement.
Notwithstanding the foregoing, the Owner may not provide the notice described in
the preceding sentence until the end of the third year of the Initial Term.

D.    TERMINATION DATE. If this Agreement is terminated as provided in this
Agreement, then the term of this Agreement, shall be deemed to end on the
effective date of such termination. provided that, at the request of the Owner,
the Provider shall complete any Operation that reasonably extends beyond such
termination date, in which case the term of this Agreement shall be deemed to
end on the date that the vessel has completed discharge of the Owner's plant
following such Operation.



ARTICLE 6 FEES AND CHARGES
A.    ANNUAL FEE AND REPAIR RATE. The Owner shall pay to the Provider an annual
fee (the "Annual Fee") as set forth in Annex F for the Services described in
Annex
A.    The Owner shall pay to the Provider the Repair Rate for all Repairs
exceeding the Included Repairs. Payment of the Annual Fee and Repair Rate shall
be in accordance with Article 7 (Terms of Payment). Until such time as the
Owner's System in its entirety is ready for service, the Annual Fee shall be
applied and payable on a pro rata basis, by reference to the cable length of
that part of the Owner's System which is in service. With respect to that part
of the Owner's System remaining under construction, the cable length for the
purposes of such calculation shall be based on the total route survey results of
12,754.5 Km and the route survey lengths for the applicable Segment as follows:
FLAG Atlantic-1 North : 5979.6km
FLAG Atlantic-1 Interlink: 328.1km
FLAG Atlantic-1 South: 6446.8km

B.    DEFINED. The Annual Fee, and Repair Rate will be as set forth in Annex F.

C.    FLOW THROUGH EXPENSES. The Owner shall pay all Flow Through Expenses in
accordance with the terms of this Agreement.

D.    DOWN PAYMENT. The Owner shall pay to the Provider a non-refundable down
payment equivalent to [*] percent ([*] %) of the first year's Annual Fee (the
"Down Payment") within [*] ([*]) business days of the execution of this
Agreement.





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ARTICLE 7 TERMS OF PAYMENT
A.    CURRENCY. All payments shall be made in United States Dollars (US$) in
accordance with the wire instructions set forth in Annex D. The Owner shall be
responsible for and shall pay all costs and fees for payment, as well as the
banking and wiring costs (except the banking and wiring costs of the Provider's
receiving bank). All banking documents and correspondence shall be in English.

B.    INVOICE SCHEDULE FOR ANNUAL FEE.
The Annual Fee shall be invoiced on a quarterly basis. Each such invoice shall
be issued sixty (60) days prior to the first day of each Quarter and shall be
due and payable on the first day of each such Quarter. All payments made
hereunder shall be made without deduction or set off of any kind for or on
account of any Tax.

In the event that the Initial Term commences during a Quarter, the Annual Fee
payable with respect to such partial Quarter (calculated in accordance with
Article 6A) shall be pro-rated and shall be payable fifteen (15) days prior to
the start of the Initial Term.

C.    REPAIR RATE INVOICE SCHEDULE. Invoices for the Repair Rate and invoices
for amounts not described in Sub-Article 7(B) above, which may become payable
hereunder, may be invoiced as soon as they are determined or may be included in
the next quarterly invoice, at the discretion of the Provider. Such fees shall
be paid by the Owner to the Provider within thirty (30) days of receipt of the
invoice by the Owner.

D.    FLOW THROUGH EXPENSES INVOICE SCHEDULE. Invoices for Flow Through
Expenses, which may become payable hereunder shall be submitted to the Owner for
reimbursement plus a [*] percent ([*] %) handling fee, after the applicable
expenses have been invoiced by the third party provider or incurred by the
Provider as the case may be. All Flow-Through Expenses in excess of $[*] are
subject to the prior written approval of the Owner.

E.    SUBMISSION OF INVOICES. All invoices shall be submitted in accordance with
Annex D.

F.    LATE PAYMENT CHARGES. Amounts not paid when due shall accrue late payment
charges beginning on the day after the date on which payment was due and ending
on the day on which the amount is paid. Invoices for late payment charges shall
not be issued for an amount less than US $1,000. Late payment charges shall be
computed at the six month LIBOR rate plus 3%, per annum. Late payment charges
shall not be applied to unpaid invoices which are the subject of a dispute in
good faith in accordance with Sub-Article 7(I) below, provided that the Owner
has made timely payment of the portion of the invoice not in dispute and
provided further that the Owner shall in no event be entitled to withhold
payment of any quarterly Annual Fee payment.





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G.    CONTRACT TAX. The Annual Fee excludes any Contract Tax. The Owner shall be
ultimately responsible for the payment of all Contract Taxes. In the case of any
Contract Tax paid by the Provider, the Provider shall submit payment on the
Owner's behalf and the Provider shall be reimbursed by the Owner in accordance
with Article 7 (Terms of Payment), such payments shall be treated as Flow
Through Expense.

H.    EXCLUDED TAX The Provider shall be responsible for any Excluded Tax that
might be incurred by the Provider as a result of income obtained by the Provider
arising from and/or in connection with the Agreement.

I.    COOPERATION. The Provider agrees to use reasonable efforts to cooperate
with and assist Purchaser in its efforts to minimize its Contract Taxes. The
Owner shall reimburse the Provider as a Flow Through Expense, for any out of
pocket costs and expenses (including the reasonable fees of legal counsel,
accountants and other advisors) incurred by the Provider under this Sub-Article.

J.    DISPUTED AMOUNTS

      (1) NOTIFICATION PROCEDURES. In the event that the Owner has an objection
to any invoice, the Owner shall notify the Provider of such objection within
fifteen (15) days of receipt of the invoice and provide the reasons therefore.
If the Provider disagrees it shall so notify the Owner within five (5) days and
the Owner and the Provider shall then make every reasonable effort to settle
promptly the dispute concerning the invoice in question. The Owner shall make
timely payment for that portion of the invoice not in dispute.

      (2) DISPUTE SETTLEMENT PROCEDURES. If such dispute cannot be
satisfactorily resolved by the due date of the invoice, the dispute shall be
referred to the respective project managers of the Parties for resolution. If
the dispute is still unresolved fifteen (15) days after reference to the project
managers, the dispute shall be referred to the appropriate Vice
President/Managing Directors. If the dispute is not resolved by the Vice
President/Managing Directors within fifteen (15) days after referring the
dispute to them, either Party may submit the dispute for final determination in
accordance with Article 20. If the Vice Presidents/Managing Directors have not
resolved the dispute within fifteen (15) days after the dispute is referred to
them, the Provider shall have the right to require the Owner to deposit the
disputed amount in an escrow account (the "Escrow Account") in the name of a
bank or other financial institution as mutually agreed by the Parties in
accordance with the terms of an escrow agreement, substantially in the form of
Exhibit 1 hereto (the "Escrow Agreement"), and the disputed amount shall be
deposited in the Escrow Account within five (5) business days of such request.
Except as provided below, Provider shall pay the Escrow Agent's annual fee. The
disputed amount shall be maintained in such account until the dispute is finally
resolved. If all or part of the disputed amount is finally determined to be
payable to the Provider, the amount so determined shall be paid to the Provider
from the account plus any accrued interest. The funds not determined to be
payable to the Provider shall be returned to the Owner plus accrued interest. If
the dispute is resolved in favor of the Provider, the Owner shall pay interest
on the disputed amount at the rate set forth in Sub-Article (F) above from the
date on which the disputed amount was due until the date of payment to Provider
and the costs



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and expenses of the escrow agent in connection with such dispute. If the dispute
is resolved in favor of the Owner, the Provider shall pay interest on the
disputed amount at the rate set forth in Sub-Article (F) above from the date on
which the disputed amount was deposited by the Owner into the Escrow Account
until the date of payment to Owner and the costs and expenses of the escrow
agent in connection with such dispute. Such interest shall be paid in addition
to the interest earned on the funds in the Escrow Account. Provided such
disputed amount is deposited in the Escrow Account in a timely manner, the Owner
shall not be deemed to be in breach of or in default for failing to pay the
Provider.


ARTICLE 8 DMOQ PERFORMANCE LEVELS
A.   The provisions of Section F of Annex E shall apply in relation to the
calculation of DMOQ performance levels and credits arising from the results
achieved by the Provider in performing the Services under this Agreement.

B.   FAILURE TO MEET THE DMOQ. In the event that the Credit Cap as described in
Section F2 (2.3.) of Annex E is reached in [*] (determined by the first day of
the Initial Term), then the Owner may at its option terminate this Agreement
upon thirty (30) days written notice and this Agreement shall thereafter
terminate on the date specified by the Owner (the "Termination Date") and
neither Party shall have any obligations to the other except under the Articles
expressly listed in Article 31. The right to receive payment in an amount equal
to the Credit Cap and the right to terminate the Agreement shall be the Owner's
sole and exclusive remedy for failure to meet the DMOQ.

C.   NEW PROVIDER INFORMATION. If the Owner terminates the Agreement pursuant to
Sub-Article 8(B) or Article 9, the Provider will reasonably cooperate with the
Owner, at the Provider's expense, by providing the new provider or, in the event
the Owner chooses to operate the Owner's System, the Owner with all information
reasonably necessary to maintain the Owner's System including without limitation
all Deliverable Technical Material to the extent delivered to the Provider. The
Provider's obligation to cooperate shall not exceed three (3) months from the
Termination Date, except in the event that the Provider has failed to cooperate
as required by this Sub-Article.

D.   POST TERMINATION RESPONSIBILITIES. At the end of the Term of the Agreement,
the Provider will reasonably cooperate with the Owner, at the Owner's expense,
by providing the new provider with the information reasonably necessary to
maintain the Owner's System. The Provider's obligation to cooperate shall not
exceed four (4) months from the date of the end of the Term, except in the event
the Provider fails to cooperate as required under this Sub-Article. The Parties
shall use reasonable endeavors to cause the cooperation period to overlap the
last four (4) months of the Term.





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ARTICLE 8A WARRANTY
A.   The Provider warrants that the Services furnished hereunder will be
performed in a workmanlike manner, in accordance with industry standards, using
materials free from defects, except when such materials are provided by the
Owner, for a period of [*] ([*]) years commencing from the date of completion of
the Repair to which the Service pertained. If such Services prove to be not so
performed and the Owner notifies the Provider within such [*] ([*]) year period,
the Provider, will promptly correct the defect at the Provider's expense.
Repairs to correct such defects described in the immediately preceding sentence,
will not be considered in calculating the number of Included Repairs.

B.   The Provider warrants that all materials provided by the Provider shall
conform to industry standards and shall be free of defects for a period of [*]
([*]) years commencing from the date such materials are provided by the
Provider. If such materials prove to not meet the foregoing standards and the
Owner notifies the Provider within such [*] year period, the Provider will
promptly correct the defect at the Provider's expense. Repairs to correct such
defects described in the immediately preceding sentence, will not be considered
in calculating the number of Included Repairs.

C.   THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND
IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE WHICH ARE SPECIFICALLY DISCLAIMED. THE
OWNER'S SOLE AND EXCLUSIVE REMEDY UNDER THIS ARTICLE SHALL BE THE PROVIDER'S
OBLIGATION TO MAKE REPAIRS OR REPLACEMENTS AS SET FORTH IN THIS ARTICLE.


ARTICLE 9 DEFAULT
A.    DEFAULT. There is a default by a Party hereunder if one or more of the
following events (each a "Default") shall have occurred and be continuing:

      1. PAYMENT OBLIGATIONS. Such Party fails to meet any of its payment
obligations and does not cure such failure within a period of fifteen (15) days
(or such longer period as the other Party may authorize in writing) after
receipt of written notice demanding cure. Force Majeure events pursuant to
Article 11 (Force Majeure) shall not relieve such Party of its obligation to
meet its payment obligations under Article 7 or otherwise.

      2. BREACH. Such Party materially fails to comply with the terms and
conditions of this Agreement, and such failure is not corrected within sixty
(60) days (or such longer period as the other Party may agree in writing) after
such Party's receipt of written notice to cure; provided that any failure to
meet a DMOQ as set forth in Annex E shall not be considered a Default under this
Article.




------------------------
*  Confidential treatment has been requested from the Securities and Exchange
   Commission. Omitted portions.


                                                                  Page 15 of 107


<Page>

      3. VOLUNTARY INSOLVENCY/REORGANIZATION. Such Party commences a voluntary
case or other proceeding seeking liquidation, reorganization or other relief
with respect to itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of such Party or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they
become due, or shall take any corporate action to authorize any of the
foregoing.

      4. INVOLUNTARY INSOLVENCY/REORGANIZATION. An involuntary case or other
proceeding shall be commenced against such Party seeking liquidation
reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of such Party or any substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for a
period of forty-five (45) days; or an order for relief shall be entered against
such Party.

B.   LIABILITY FOR DEFAULT EXPENSES. Regardless of any termination of this
Agreement as provided in this Article, neither Party shall be relieved from any
liability for damages allowed under this Agreement which are incurred by reason
of any default or breach of this Agreement.


ARTICLE 10 RISK OF LOSS
A.   The Provider assumes the risk of loss in respect of any damage to the
Covered System spares stored at the Depots or onboard a cable ship as a result
of the Provider's negligence or willful misconduct.

B.   The Owner assumes the risk of loss in respect of the Owner's System. The
Owner assumes the risk of loss in respect of any damage to the Covered System
spares stored at the Depots or onboard a Cable Ship for any cause other than the
Provider's negligence or willful misconduct.


ARTICLE 11 FORCE MAJEURE
A.   FORCE MAJEURE EVENT. Neither Party shall be responsible for any loss,
damage, delay or failure of performance resulting directly or indirectly from
any cause which is beyond its reasonable control ("Force Majeure Event"),
including but not limited to: delay in obtaining or failure to obtain any
Owner's Permits, delay in obtaining or failure to obtain any Vessel
Certification (except where such delay or failure is caused by the Provider's
negligence or willful misconduct); delay in obtaining or failure to obtain any
Marine Operations Permits (except where such delay or failure is caused by the
Provider's negligence or willful misconduct); Simultaneous Faults; search and
rescue;



                                                                  Page 16 of 107


<Page>

acts or failure to act of any governmental authority (including Changes in Law);
war or warlike operations, civil disturbance, war invasion or act of foreign
enemies, mobilizations or military call up, and acts of similar nature; civil
uprising or rebellions, sabotage, and insurrections or riots; fires, floods,
epidemics, act of God and natural disaster, quarantine restrictions; strikes and
other labor actions; freight embargoes; unworkable weather; acts or omissions of
transporters; actions of environmental or fishing groups; or the acts or failure
to act of the Owner, of its representatives or agents; acts of third parties.

B.   UNAVAILABILITY, MAJOR BREAKDOWN, TOTAL LOSS OR MISSING. In the event of
breakdown of a Cable Ship, or should such ship become an actual total loss or be
captured or seized resulting in a period of unavailability of the Service or
part of the Service, the Provider shall use its reasonable commercial endeavors
to supply a substitute Cable Ship, equipment and personnel, within the shortest
practical time. The selection of such substitute Cable Ship shall be subject to
the agreement of the Owner which shall not be unreasonably withheld, provided
such substitute cable ship substantially meets the requirements of the Technical
Specification. If, when requested for a Repair, no Cable Ship is available as a
result of the Provider being unable to mitigate this unavailability, the Owner
may charter an alternative cable ship of at least equivalent capability to that
of a Cable Ship. The selection of the alternative cable ship will be subject to
the Provider's prior written approval (notwithstanding that such approval shall
not be unreasonably withheld or delayed), and in that event, the Provider shall
reimburse the Owner all reasonable costs of such charter.

C.   ADDITIONAL TIME AND COSTS. Where the affected Party is the Provider, if any
such Force Majeure Event causes an increase in the time or cost for performance
of any of its duties or obligations, the Provider shall be entitled to the
following: (i) an equitable extension of time for performance of such duties and
obligations including but not limited to the DMOQ, and (ii) recovery of
reasonable additional costs required to mitigate the effects of the Force
Majeure Event, provided that, the incurrence of such costs have been approved in
writing by the Owner. Where the affected Party is the Owner, if any such Force
Majeure Event causes an increase in the time or cost for performance of any of
its duties or obligations (other than the payment of sums due hereunder) the
Owner shall be entitled to an equitable extension of time for performance of
such duties and obligations.

D.   RESPONSIBILITY. The affected Party shall inform the other Party, in
writing, in reasonable detail, within fifteen (15) days of Actual Knowledge, of
any Force Majeure Event. The affected Party shall use all reasonable efforts to
mitigate and minimize the effects of such Force Majeure Event and to resume in
full its performance under this Agreement, provided that Provider shall not be
obligated to incur additional costs in connection with such mitigation efforts
except as provided in Sub-Article (B) above. The affected Party shall promptly
provide the other Party with an estimate of the anticipated extension of time
(and where the affected Party is the Provider an estimate of additional costs
required to mitigate the Force Majeure Event) required to perform its duties and



                                                                  Page 17 of 107


<Page>

obligations hereunder. The affected Party shall be entitled to an extension of
time equal to at least one (1) day for each day of delay resulting from the
Force Majeure condition.

E.    NOTICE. Within fifteen (15) days of receipt of such a notice from the
affected Party, the Party whose performance is not affected may provide a
written response. The absence of a response shall be deemed as acceptance of the
affected Party's notice and estimate of anticipated extension of time and
reasonable costs required.


ARTICLE 12 INTELLECTUAL PROPERTY
A.    PROVIDER'S USE OF OWNER'S INTELLECTUAL PROPERTY. The Owner shall permit
the Provider to use, on a non-exclusive basis, all intellectual property
(whether by license, assignment, transfer, or other form of conveyance) held by
the Owner to use and operate the Owner's System necessary for the Provider to
fulfill its obligations under this Agreement. The Owner shall provide the
Provider with access to all Deliverable Technical Material held by the Owner to
use and operate the Owner's System that is necessary for the Provider to use to
fulfill its obligations under this Agreement. Unless the Provider has obtained
the prior written consent of the Owner, the Provider is prohibited from
sub-licensing, assigning or transferring or otherwise disposing of Owner's
intellectual property and Deliverable Technical material to any third party.

B.    OBTAINING RIGHTS AND LICENSES. The Owner shall have the responsibility for
obtaining any intellectual property rights or licenses that are reasonably
necessary for the performance of the Owner's obligations under this Agreement.
The Provider, upon the request of the Owner, shall provide assistance to and
cooperate with the Owner and undertake such actions as may be reasonably
requested by the Owner to obtain and maintain such rights and licenses.

C.    CONFIDENTIALITY. The Provider shall keep all intellectual property of the
Owner, Deliverable Technical Material confidential in accordance with Articles
13 and 14. The Provider shall cause ifs employees, subcontractors and agents to
comply with all confidentiality obligations of the Provider under this Agreement
and, upon the request of the Owner, Promptly cause such employees,
subcontractors and agents to enter into confidentiality agreements satisfactory
to the Owner.


ARTICLE 13 SAFEGUARDING OF INFORMATION
A.    PARTY COOPERATION. In performance of this Agreement, it may be mutually
advantageous to the Parties hereto to share certain specifications, designs,
plans, drawings, software, market research or operating data, prototypes,
intellectual property or other business, financial, and or/technical information
related to products, Services, or the Owner's System which are proprietary to
the disclosing Party or its Affiliates (and in the case of the Provider, the
Provider's parent company) (together with this Agreement and related documents
"Confidential Information"). The Parties recognize and agree that Confidential
Information includes Confidential Information that was supplied in



                                                                  Page 18 of 107


<Page>

contemplation hereof prior to execution of this Agreement, and further agree
that Confidential Information includes information in both tangible and
intangible form.

B.    CONFIDENTIALITY. Unless such Confidential Information was previously
known to the Party receiving such Confidential Information free of any
obligation to keep it confidential, or such Confidential Information has been or
is subsequently made public through other than unauthorized disclosure by the
receiving Party or is independently developed by the receiving Party (as
documented by the records of the receiving Party), it shall be kept confidential
by the Party receiving such Confidential Information, shall be used only in the
performance of this Agreement, and may not be used for any other purposes except
upon such terms as may be agreed upon in writing by the Party owning such
Confidential Information. The receiving Party may disclose such Confidential
Information to other persons, upon the furnishing Party's prior written
authorization, but solely to perform acts which this Article expressly
authorizes the receiving Party to perform itself and further provided such other
person agrees in writing (a copy of which writing will be provided to the
furnishing Party at its request) to the same conditions respecting disclosure
and use of Confidential Information contained in this Article and to any other
reasonable conditions requested by the furnishing Party. Nothing herein shall
prevent a Party, upon prior written notice to the other Party, from disclosing
Confidential Information (i) upon the order of any court or administrative
agency, (ii) upon the request or demand of, or pursuant to any regulation of,
any regulatory agency or authority, (iii) to the extent reasonably required in
connection with the exercise of any remedy hereunder and (iv) to a Party's legal
counsel or independent auditors.

C.    FINANCING EXCEPTION. The Owner may disclose Confidential Information to
its lenders and their representatives in connection with obtaining financing for
the Owner's System. Any such disclosure of Confidential Information shall be
subject to the restrictions in Sub-Article (B) above.

D.    CONFIDENTIALITY OBLIGATIONS. The contents of this Agreement and any
non-public information, written or oral, with respect to this Agreement, will be
kept confidential and shall not be disclosed, in whole or in part, to any person
other than Affiliates, officers, directors, employees, agents or representatives
of a Party (collectively, "Representatives") who need to know such Confidential
Information for the purpose of negotiating executing and implementing this
Agreement. Each Party agrees to adequately inform each of its Representatives of
the non-public nature of the Confidential Information and to direct such persons
to treat such Confidential Information in accordance with the terms of this
Article.

E.    EXCEPTIONS. Nothing herein shall prevent a Party from disclosing
Confidential Information (a) upon the order of any court or administrative
agency; (b) upon the request or demand of, or pursuant to any regulation of, any
regulatory agency or authority; (c) to the extent reasonably required in
connection with the exercise of any remedy hereunder; (d) to a Party's legal
counsel or independent auditors, or (e) to any actual or proposed assignee of
all or part of its rights hereunder, provided that prospective lenders to the



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Owner or any of its Affiliates and such actual or proposed assignee have first
agreed in writing to be bound by the provisions of this Article.


ARTICLE 14 EXPORT CONTROL
The Parties acknowledge that any products, software, and technical information
(including, but not limited to, services and training) provided by either Party
under this Agreement are or may be subject to Laws relating to export,
specifically that of the United States and the destination country(ies), and any
use or transfer of such products, software and technical information must be
permitted or authorized under such Laws. The Parties agree that they will not
use, distribute, transfer or transmit the products, software or technical
information (even if incorporated into other products) except in compliance with
such Laws. If requested by a Party, the other Party agrees to sign all necessary
export related documents as may be required to comply with such Laws.


ARTICLE 15 REMEDIES; LIMITATION OF LIABILITY
A. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, AND IRRESPECTIVE OF
ANY FAULT, NEGLIGENCE OR GROSS NEGLIGENCE OF ANY KIND, IN NO EVENT SHALL EITHER
PARTY OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT, RELIANCE OR SPECIAL (INCLUDING PUNITIVE)
DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, LOSS OF BUSINESS
OPPORTUNITY OR THE COSTS ASSOCIATED WITH THE USE OF RESTORATION FACILITIES ON
ACCOUNT OF ITS FAILURE TO PERFORM PURSUANT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT.

B.    A PARTY'S MAXIMUM AGGREGATE LIABILITY WHETHER IN TORT, CONTRACT OR
OTHERWISE, SHALL BE DIRECT DAMAGES PROVEN, NOT TO EXCEED A TOTAL OF [*].


ARTICLE 16 INDEMNIFICATION
A.    INDEMNIFICATION OF OWNER. Subject to Article 15 hereof, the Provider, at
its expense, shall defend, indemnify and hold harmless the Owner, its agents,
subcontractors and employees against any and all claims, demands, losses,
expenses and judgments for personal injury, death or property damage losses due
to any act or omission, arising out of, or in connection with this Agreement to
the extent such claims, demands, losses, expenses or judgments were caused by
the negligence or willful misconduct of the Provider, its subcontractors,
employees or agents. The defense, indemnification and save harmless obligation
is specifically conditioned on the following: (i) the Owner providing prompt
notification in writing of any such claim, demand, loss, expense, or judgment



------------------------
*  Confidential treatment has been requested from the Securities and Exchange
   Commission. Omitted portions.


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when it obtains Actual Knowledge thereof; (ii) if requested by the Provider, the
Provider having control of the defense, settlement and compromise of any such
action, claim or demand; and (iii) the Owner cooperating, at the Provider's
expense, in a reasonable way to facilitate the defense of such claim or demand
or the negotiations for its settlement.

B.    INDEMNIFICATION OF PROVIDER. The Owner, at its expense, shall defend,
indemnify and hold harmless the Provider, its agents, subcontractors and
employees against any and all claims, demands, losses, expenses and judgments
for personal injury, death or property damage losses due to any act or omission,
arising out of or in connection with this Agreement, to the extent such claims,
demands, losses, expenses or judgments were caused by the negligence or willful
misconduct of the Owner, its subcontractors, employees or agents (other than the
Provider). The defense, indemnification and save harmless obligation is
specifically conditioned on the following: (i) the Provider providing prompt
notification in writing of any such claim, demand, loss, expense or judgment
when it obtains Actual Knowledge thereof; (ii) if requested by the Owner, the
Owner having control of the defense, settlement and compromise of any such
action, claim or demand; and (iii) the Provider cooperating at the Owner's
expense, in a reasonable way to facilitate the defense of such claim or demand
or the negotiations for its settlement.

C.    OWNER'S REPRESENTATIVES. The Owner, at its expense, shall defend,
indemnify and hold harmless the Provider, its agents, subcontractors and
employees against any and all claims, demands, and judgments for losses due to
any act or omission, arising out of or in connection with the presence of
itself, or any of its representatives, on board the Provider's Ships, except in
the case of the Provider's negligence or willful misconduct. The defense,
indemnification and save harmless obligation is specifically conditioned on the
following: (i) the Provider providing prompt notification in writing of any such
claim or demand when it obtains Actual Knowledge thereof; (ii) the Owner having
control of the defense of any such action, claim or demand and of all
negotiations for its settlement or compromise; and (iii) the Provider
cooperating at the Owner's expense, in a reasonable way to facilitate the
defense of such claim or demand or the negotiations for its settlement.


ARTICLE 17 NO THIRD PARTY BENEFICIARIES
A.    SCOPE OF EXCLUSION. Except as otherwise expressly provided in Sub-Article
17(B) below, this Agreement does not provide and is not intended to provide
third parties with any remedy, claim, liability, reimbursement, cause of action,
or other right.

B.    INDEMNIFICATION PROVISIONS APPLICABLE TO AFFILIATES. Each and every
provision of this Agreement providing for indemnification or limitation of
liability of a Party shall inure to the benefit of its Affiliates, and permitted
successors and assigns.

C.    NO GUARANTEES TO THIRD PARTIES. Nothing in this Agreement shall be
construed as a guarantee by a Party of the other Party's obligations to third
parties.



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<Page>


ARTICLE 18 INFRINGEMENT
A.    PROVIDER RESPONSIBILITIES. The Provider agrees to defend or settle at its
own expense all suits for infringement of any patent, copyright, trademark or
other form of intellectual property right in any country of the world, for the
use and operation of any apparatus or software that is installed or supplied by
the Provider pursuant to this Agreement for use with the Owner's System and for
any component part thereof or material or equipment used therein (or the
manufacture of any material or the normal use thereof) provided by or on behalf
of the Provider pursuant to this Agreement and will hold the Owner harmless from
all expense of defending any such suit and all payments for final judgment
assessed on account of such infringement, except such infringement or claim
arising from:

      1. The Provider's adherence to the Owner's directions in the maintenance
of the Owner's System or to use apparatus, software, materials, processes, parts
or equipment of the Owner's selection in such maintenance of the Owner's System,
or

      2. Such apparatus, software, material, parts or equipment furnished to the
Provider by the Owner, other than in each case, items of the Provider's design
or selection or the same as any of the Provider's commercial merchandise,
apparatus, or software, or in processes or machines of the Provider's design or
selection used in the manufacture of such standard products or parts; or

      3. Use and operation by the Owner of any apparatus or software that is
installed or supplied by the Provider pursuant to this Agreement for use with
the Owner's System or the materials, parts or equipment furnished by the
Provider pursuant to this Agreement other than for the purposes indicated in, or
reasonably to be inferred from, this Agreement or in conjunction with other
products; or

      4. Modification of any apparatus or software that is installed or supplied
by the Provider pursuant to this Agreement for use with the Owner's System or
the materials, parts or equipment furnished by the Provider pursuant to this
Agreement, without the prior written approval of the Provider.

B.    OWNER RESPONSIBILITIES. The Owner will, at its own expense, defend all
suits against the Provider for such excepted infringement and hold the Provider
harmless from all expense of defending any such suit and from all payments by
final judgment assessed against the Provider in relation to the excepted
infringement set forth in Paragraphs 1 to 4 of Sub-Article 18A.

C.    NOTICE OF CLAIMS. The Provider and the Owner agree to give each other
prompt written notice of claims and suits for infringement, full opportunity and
authority to assume the sole defense, including appeals and, upon request and at
its own expense, the other agrees to furnish all information and assistance
available to it for such defense.

D.    INFRINGEMENT DEFINED. If all or any portion of any apparatus or software
that is installed or supplied by the Provider pursuant to this Agreement for use
with the Owner's



                                                                  Page 22 of 107


<Page>


System or any material, part or equipment provided by the Provider or on its
behalf pursuant to this Agreement is held to constitute an infringement
(excluding such excepted infringement specified in Sub-Article 18(A)) and is
subject to an injunction restraining its use or any order providing for its
delivery up to or destruction, the Provider shall at its own expense either:

      1. Procure for the Owner the right to retain and continue to use the
apparatus or software, the affected portion thereof, or any such material, part
or equipment without interruption for the Owner;

      2. Replace or modify the apparatus or software, the affected portion
thereof, or any material part or equipment so that it becomes non-infringing
while continuing to meet all performance standards required under this
Agreement; or

      3. If the remedies specified in Sub-Articles 18(D)(1) and 18(D)(2) are not
feasible, refund to the Owner the fair market value for the apparatus or
software, the affected portion thereof, or any material part or equipment found
to be infringing.

E.    SETTLEMENT OF INFRINGEMENT CLAIMS. In no event shall the Owner make any
admission or settle any claim in relation with any claim for infringement
without the Provider's consent.


ARTICLE 19 INSURANCE
A.    CERTIFICATE OF INSURANCE. The Provider shall at all times maintain at its
expense, and upon request, the Provider shall furnish the Owner with
Certificates of Insurance evidencing that the Provider maintains at its expense,
the following insurance or has adequate self insurance (other than in compliance
with any statutory insurance requirements):

      1. WORKER'S COMPENSATION AND EMPLOYERS LIABILITY INSURANCE. Worker's
Compensation and Employers Liability Insurance (with a limit of not less than
$[*] for any one incident or series of incidents arising from one event or such
higher limit as may be required by the laws of any jurisdiction) covering the
officers and employees of the Provider for all compensation or other benefits
required of the Provider by the laws of any nation or political sub-division
thereof to which the Provider and its operations under this Agreement are
subjected in respect of injury or death of any such employee.

      2. COMPREHENSIVE GENERAL PUBLIC LIABILITY INSURANCE. Comprehensive General
Public Liability Insurance, covering personal injury and/or property damage,
with combined single limits of not less than $[*] for claims of injury or death
of any persons or loss of or damage to property resulting from any one accident.


------------------------
*  Confidential treatment has been requested from the Securities and Exchange
   Commission. Omitted portions.


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      3. COMPREHENSIVE AUTOMOBILE LIABILITY INSURANCE. Comprehensive Automobile
Liability insurance covering all vehicles and automotive equipment owned, hired,
or in the custody and control of the Provider and complying with all applicable
legislation with limits not less than $[*] combined single limit for the death
or injury of any person per accident and not less than $[*] for the loss or
damage to property resulting from any one accident.

      4. MINIMUM LIMITS ON EXCESS COVERAGE. Excess Liability Coverage over that
required in Sub-Articles 19(A)(1), (2) and (3) with minimum limits of $[*] for
any one accident or occurrence.

      5. CONVENTIONAL MARINE HULL AND MACHINERY INSURANCE. Conventional Marine
Hull and Machinery Insurance including War Risks for any vessel(s) owned by the
Provider, in an amount equal to the full value thereof. In the event of damage
to or loss of such vessel(s), the Provider agrees to look to its insurance
carrier for payment of such loss or damage and hereby releases the Owner and
waives any claims against the Owner for the loss of such vessel(s) unless due to
the negligence of the Owner, its agent or representatives (other than the
Provider) in which case the Owner agrees to look to its own insurance carrier
for payment of such loss or damage up to the limit of its own insurance coverage
for the said claim.

      6. CHARTERER'S LIABILITY INSURANCE. Charterer's Liability Insurance for
any vessel chartered by the Provider utilized in connection with this Agreement,
with either a Mutual Protection & Indemnity Association or otherwise in an
amount of $[*] per occurrence.

      7. NOTICE OF CANCELLATION. All of the insurance coverages shall be in the
name of the Provider, shall include the Owner and lenders to the Owner for
Owner's System, their officers, agents and employees, as additional insureds
without right of subrogation against the Owner and its lenders, their officers,
agents and employees, and shall provide that, prior to any cancellation or
material change thereto initiated by the insurers, a thirty (30) day written
notice shall be forwarded to the Owner.

      8. MUTUAL PROTECTION AND INDEMNITY ASSOCIATION. All vessels are to be
entered in a Mutual Protection and Indemnity Association with a full and
unlimited entry or to have Marine Protection and Indemnity Insurance with a
limit of not less than $[*] including coverage for illness, injury or death of
crew members (unless covered under Workmen's Compensation Insurance), Pollution
Liability, Contractual Liability Coverage, Collision and Tower's Liability,
Removal of Wreck and Debris and Third Party Liability.

      9. SPECIALIST OPERATIONS INSURANCE. Specialist Operations Insurance with a
limit of not less than $[*] as per London Wording 1993 or equivalent.


------------------------
*  Confidential treatment has been requested from the Securities and Exchange
   Commission. Omitted portions.


                                                                  Page 24 of 107


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      10. CONTRACTUAL LIABILITY COVERAGE. The Comprehensive General Liability
Insurance required pursuant to Sub-Article 19(A)(2) above, shall include
Contractual Liability Coverage which shall specifically apply to the obligations
assumed by each Party under the Terms and Conditions of this Agreement.

B.    SUBCONTRACTOR COVERAGE. The Provider shall take reasonable steps to
provide that any sub-contractor engaged by it has in effect, prior to commencing
work, Employer's Liability, Workmen's Compensation, Hull and Machinery and
Protection and Indemnity insurance and any other insurance required by law
together with such other insurance as the Provider may consider necessary. The
Provider remains liable for any losses in excess of the insurance required of
its subcontractors or vessel owner with which a charter party agreement has been
entered except as expressly provided in this Agreement.

      1. COMPLIANCE WITH MINIMUM REQUIREMENTS. The limits specified herein are
minimum requirements and shall not be construed in any way as limits of
liability or as constituting acceptance by the Owner of responsibility for
financial liabilities in excess of such limits. The Provider shall bear all
deductibles applicable to any insurance, except in the case where the loss was
caused by the negligence or willful misconduct of the Owner.

      2. STATUTORY INSURANCE LIMITS EXCEEDED. If a court finds that the monetary
limits of insurance required hereunder or of any indemnity voluntarily assumed
under the terms and conditions of this Agreement exceed the maximum limits
permitted under applicable Law, it is agreed that said monetary limits of
insurance or indemnity shall be automatically amended to conform to the maximum
monetary limits permitted under such Law.

      3. RIGHT TO MAINTAIN POLICIES. If the Provider fails to effect or keep in
force any of the insurance required under this Agreement, the Owner may effect
and keep in force any such insurance and pay such premiums as may be necessary
for that purpose. The Owner may obtain reimbursement for such premiums by
deducting the amount so paid from any money due or which may become due to the
Provider hereunder or by invoicing the Insuring Party for such premiums. The
foregoing rights shall not apply if the Provider has provided notice of
termination or of an intent to terminate the Agreement.

      4. NOTIFICATION OF POTENTIAL CLAIMS. Each Party shall give the other
prompt notification of any incident or occurrences which could lead to a claim
with respect to any of the insurance to be provided hereunder, along with the
details of such incidents or occurrences. Each Party shall afford the other all
such assistance as may be required for the preparation, negotiation, or defense
of insurance claims.

      5. NOTIFICATION OF INJURIES. Each Party shall report to the other as soon
as practicable all accidents or occurrences which result in injuries to
employees or third



                                                                  Page 25 of 107


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parties, or damage to the property of third parties, arising out of or during
the course of work under this Agreement.


ARTICLE 20 SETTLEMENT OF DISPUTES/ARBITRATION
A.    PREFERENCE FOR AMICABLE SETTLEMENT. The Parties shall endeavor to settle
amicably by mutual discussions any disputes, differences, or claims whatsoever
related to this Agreement.

B.    AGREEMENT TO ARBITRATE. Failing such amicable settlement, any controversy,
claim or dispute arising under or relating to this Agreement, including the
existence, validity, interpretation, performance, termination or breach thereof,
shall finally be settled by arbitration in accordance with the International
Arbitration Rules of the American Arbitration Association ("AAA") and the
procedures of the United States Federal Arbitration Act. Any such arbitration
will be conducted under the Rules in force at the time of the demand for
arbitration. The English language will be used for all stages of, and documents
related or required in connection with, the arbitration, including, without
limitation, all submissions, hearings, and awards.

C.    NOTIFICATION OF ARBITRATION DEMAND. The Party desiring arbitration shall
serve upon the other Party written notice of the arbitration demand by letter or
facsimile, specifying the issues to be arbitrated and naming the Arbitrator
selected by the Party. Unless the Parties subsequently agree to a sole
arbitrator, the other Party shall, within twenty (20) days after receipt of the
arbitration demand, provide the name of its arbitrator in writing to the
demanding Party. The two arbitrators thus named shall select a third arbitrator,
who may, but need not, be a designated arbitrator from the slate of designated
AAA arbitrators. The Arbitration Tribunal shall consist of the three arbitrators
so chosen. In the event that the two arbitrators chosen by the Parties fail to
agree on the selection of the third arbitrator, then either party shall request
the AAA to appoint a third arbitrator. If a Party shall fail to appoint an
arbitrator within the twenty (20) day period, a second arbitrator shall be
selected in accordance with the International Arbitration Rules of the AAA.

D.    EXPENSES. The arbitrators shall not have the authority to award punitive,
consequential or special damages. Each Party shall bear its own expenses, but
the Parties shall share equally the fees and expenses of the Arbitration
Tribunal and the AAA.

E.    DISCOVERY; EXPERTS. To facilitate and expedite the arbitration process,
the Parties will, upon request, provide each other with all documents, records,
and materials that are relevant to the issues presented in the arbitration or
that could reasonably lead to the discovery of relevant information. If experts
will be used in the arbitration, the Parties agree to exchange expert reports at
least four weeks prior to the arbitration hearings.

F.    ARBITRATION AWARD BINDING. The arbitration award shall be final,
conclusive and binding upon the Parties. Judgment on such award may be entered
by a court of competent jurisdiction. The reasonable costs of litigation to
enforce the arbitration



                                                                  Page 26 of 107


<Page>


award, including attorneys' fees, shall be borne by the Party against whom
enforcement of the arbitration award is sought.

G.    LIMITATION. Any arbitration between the Parties under this Agreement shall
not be conclusive or authoritative precedent in any subsequent arbitration
between the Parties under this Agreement.

H.    LOCATION. Arbitration hearings under this Agreement shall be held in New
York, New York, U.S.A., or any other mutually agreeable jurisdiction.


ARTICLE 21 APPLICABLE LAW
This Agreement and the rights and duties of the Parties hereunder shall be
governed by, and construed in accordance with, the laws of the State of New
York, excluding its choice of law provisions.


ARTICLE 22 TIME FOR FILING CLAIMS
Other than an action to enforce an arbitration award, neither Party may bring an
action, regardless of form, to enforce any rights or seek any damages under this
Agreement more than three (3) years after the cause of action arises.


ARTICLE 23 NOTICES
A.    DELIVERY METHODS. Any notice, consent, approval or other communication
pursuant to this Agreement shall be in writing, in the English language, and
shall be deemed to be duly given or served on a Party if sent or delivered to
the Party at the address stipulated in Article 23(B) by any of the following
means:

      1. By hand or international courier: Such communication shall be deemed to
have been received on the day of delivery, provided receipt of delivery is
obtained.

      2. By facsimile: Such communication shall be deemed to have been received,
under normal service conditions, twenty-four (24) hours following the time of
dispatch or on confirmation by the receiving Party, whichever is earlier.

      3. By registered or certified mail: Such communication shall be deemed to
have been received, under normal service conditions, on the day it was received
or on the tenth (10th) day following the date of dispatch, which ever is
earlier.

B.    CHANGE OF NOTICE INFORMATION. For purposes of this Article, the names,
addresses and fax numbers of the Parties are as set forth below. Any change to
the name, address and facsimile numbers may be made at any time by giving
fifteen (15) days prior written notice.

                  Provider



                                                                  Page 27 of 107


<Page>


                  TyCom Contracting Limited
                  Crown House, 4 Par-La-Ville Road
                  Hamilton HM 08, Bermuda

                  Attn: General Counsel
                  Telephone:  +1-441-294-8500
                  Fax:  +1-441-294-8600

                  With Copy to:

                  TyCom Fleet Operations Center
                  1001 East McComas Street
                  Baltimore, Maryland  21230  USA
                  Telephone: +1-410-783-2201
                  Facsimile:  +1-410-783-2207
                  Attn:  Mr. Scott Schwertfager

                  Owner
                  FLAG Atlantic Limited.
                  Suite 770
                  48 Par-la-Ville Road
                  Hamilton HM 11 Bermuda
                  Telephone:  +1-441-
                  Facsimile:  +1-441
                  Attn: Company Secretary

With Copy to:
                  FLAG Telecom Limited
                  9 South Street
                  London W1K 2XA UK

                  Phone +44-20-7317-0800
                  Fax +44-20-7317-0808
                  Attn:  General Counsel


ARTICLE 24 PUBLICITY
No information relating to this Agreement shall be released by either Party to
any newspaper, magazine, journal or other written, oral or visual medium without
the prior written approval of an authorized representative of the other Party.
However, subject to Article 13 (Safeguarding of Information) this Article shall
not restrict either Party from responding to customary press inquiries or
otherwise making public or private statements in the normal course of business,
provided that such responses or statements are consistent with a
jointly-approved press release.



                                                                  Page 28 of 107


<Page>


ARTICLE 25 NO LIENS OR ENCUMBRANCES
A.    PROVIDER RESPONSIBILITIES. The Provider shall not attempt to sell, convey,
lease, pledge or encumber any property owned by the Owner or consummate such a
transaction. The Provider shall not take any action which could result in such
property becoming subject to a lien, trust, pledge or any other security
interest without the consent of the Owner and shall not permit any third party
(including, but not limited to, a governmental entity) to attempt to attach,
repossess, seize, subject to a writ or distress warrant, auction, sell, levy
upon, or take custody of any property owned by the Owner in connection with any
services performed, materials furnished, or obligations incurred by or for the
Provider.

B.    OWNER RESPONSIBILITIES. The Owner shall not attempt to sell, convey,
lease, pledge or encumber any property owned by the Provider or consummate such
a transaction. The Owner shall not take any action which could result in such
property becoming subject to a lien, trust, pledge or any other security
interest without the consent of the Provider and shall not permit any third
party (including but not limited to a governmental entity) to attempt to attach,
repossess, seize, subject to a writ or distress warrant, auction, sell, levy
upon, or take custody of any property owned by the Provider in connection with
any services performed, materials furnished, or obligations incurred by or for
the Owner.

C.    MARITIME PROPERTY. Neither the Owner nor the Provider shall seek, create,
enforce or permit any maritime lien, process of arrest, or attachment upon any
vessels or other property of the other in connection with any work performed,
materials furnished, or obligations incurred under this Agreement.


ARTICLE 26 ASSIGNMENT
A.    ASSIGNMENT BY EITHER PARTY. Except as expressly provided in this Article,
neither Party shall assign, novate or transfer this Agreement or any rights or
interest under this Agreement, nor delegate any work or obligation to be
performed under this Agreement ("Assignment"), without the other Party's prior
written consent, such consent not to be unreasonably withheld (it being
understood that it shall be deemed to be reasonable to withhold consent to the
assignment of this Agreement or any rights, interest or obligations hereunder to
a competitor of the Provider or the Owner as the case may be, an affiliate of a
competitor or uncreditworthy party). Nothing herein shall preclude a Party from
employing a subcontractor in carrying out its obligations under this Agreement.
A Party's use of such subcontractor shall not release that Party from its
obligations or liability under this Agreement.

B.    ASSIGNMENT BY THE OWNER. The Owner shall have the right to grant a
collateral assignment of the Owner's rights and/or obligations under this
Agreement to the lenders under the applicable financing documents and the
Provider agrees to enter into a consent and agreement with the lenders under
such financing documents as to matters of a type customarily dealt with in a
consent to an assignment for security purposes of an owner's



                                                                  Page 29 of 107


<Page>


interest in a maintenance service agreement as the lenders under such financing
documents may reasonably request.

      The Owner shall have the right to assign this Agreement or all or a
portion of its rights and obligations hereunder at any time without the
Provider's consent to an assignee that is (i) a wholly owned subsidiary or
Affiliate of the Owner, or (ii) a successor to substantially all of the assets
of the Owner by way of merger, consolidation or sale of assets, provided that in
the case of such assignment pursuant to this Sub-Article 26(B), such assignee
shall assume in writing all warranties, representations and obligations of the
Owner under this Agreement and, in the event such assignee is a wholly owned
subsidiary or Affiliate of the Owner, the Owner shall guarantee in writing, or
procure such guarantee , in form and substance satisfactory to the Provider, the
performance of such assignee. The Owner shall give the Provider prompt written
of such assignment.

C.   ASSIGNMENT BY THE PROVIDER. The Provider shall have the right to assign
this Agreement or all or a portion of its rights and obligations hereunder at
any time without the Owner's consent to an assignee that is (i) a wholly owned
subsidiary or Affiliate of the Provider, or (ii) a successor to substantially
all the assets of the Provider by way of a merger, consolidation or sale of
assets, provided that in the case of any assignment or delegation pursuant to
this Sub-Article 26(C), such assignee shall assume in writing all warranties,
representations and obligations of the Provider under this Agreement, and, in
the event such assignee is a wholly owned subsidiary or Affiliate of the
Provider, the Provider shall guarantee in writing, or procure such guarantee, in
form and substance satisfactory to the Owner, the performance of such assignee.
The Provider shall give the Owner prompt written notice of such assignment.


ARTICLE 27 RELATIONSHIP OF PARTIES
The relationship between the Parties to this Agreement shall not be that of
employer/employee, partners nor of joint venturers, and nothing contained in
this Agreement shall be deemed to constitute an employment agreement,
partnership or joint venture between them. Each Party shall be responsible for
its employees' compliance with all laws, rules and regulations while performing
this Agreement.


ARTICLE 28 SUCCESSORS BOUND
This Agreement is binding on the Provider and the Owner, their permitted
successors, assigns and transferees.


ARTICLE 29 ARTICLE CAPTIONS
The captions of the Articles and Sub-Articles do not form part of this Agreement
and shall not have any effect on the interpretation thereof.



                                                                  Page 30 of 107


<Page>



ARTICLE 30 SEVERABILITY
If any of the provisions of this Agreement shall be invalid or unenforceable,
such invalidity or unenforceability shall not invalidate or render unenforceable
the entire Agreement, but rather the entire Agreement shall be construed as if
not containing the particular invalid or unenforceable provision or provisions
and the rights and obligations of the Provider and the Owner shall be construed
and enforced accordingly. In the event such invalid or unenforceable provision
is an essential and material element of this Agreement, the Parties shall
promptly negotiate a replacement provision which shall be in accordance with the
requirements of applicable law and consistent with the intent of the original
provision.


ARTICLE 31 SURVIVAL OF OBLIGATIONS
Subject to Article 15 hereof, the Parties' rights and obligations, which, by
their nature would continue beyond the termination, cancellation or expiration
of this Agreement, including, but not limited to, those contained in Article 10
(Risk of Loss), Article 12 (Intellectual Property), Article 13 (Safeguarding of
Information), Article 14 (Export Control), Article 15 (Remedies; Limitation of
Liability), Article 16 (Indemnification), Article 17 (No Third Party
Beneficiaries), Article 18 (Infringement), Article 20 (Settlement of
Disputes/Arbitration), Article 21 (Applicable Law), Article 22 (Time for Filing
Claims) and Article 24 (Publicity and Confidentiality), shall survive the
termination, cancellation or expiration of this Agreement.


ARTICLE 32 NON WAIVER
A waiver of any of the terms and conditions of this Agreement, or the failure of
either Party strictly to enforce any such term or condition, on one or more
occasions shall not be construed as a waiver of the same or of any other term or
condition of this Agreement on any other occasion.


ARTICLE 33 AMENDMENTS
This Agreement and any Annex hereto may be modified or amended only by a written
agreement signed by both Parties, except that either Party, by written notice to
the other Party, may unilaterally modify its addresses for receipt of notices,
bills and payments in accordance with Article 23 (Notices).


ARTICLE 34 REPORTS
A.    REPORTS. The Provider shall keep the Owner reasonably apprised of progress
and developments relating to the performance of the Services. In this regard, in
addition to keeping the Owner reasonably informed, the Provider shall submit
certain detailed progress reports with respect to the matters and in accordance
with the schedules set forth in Annex G.



                                                                  Page 31 of 107


<Page>


B.    MEETINGS. The provider shall attend, at its own expense and at the
reasonable request of the Owner, meetings with the Owner's representatives as
such times as may be reasonably required by the Owner, to discuss the on-going
progress of the Services.


ARTICLE 35 RESERVED


ARTICLE 36 COUNTERPARTS
This Agreement may be signed in two counterparts, each of which when signed by
the Parties, shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.


ARTICLE 37 ENTIRE AGREEMENT
A.    SCOPE OF AGREEMENT. This Agreement is subject to and includes these terms
and conditions, consisting of Articles 1 through 38 hereunder, and the following
Annexes and Exhibits which are attached hereto and incorporated herein by
reference:

                  ANNEX A  PROVIDER'S UNDERTAKINGS
                  ANNEX B  OWNER'S UNDERTAKINGS
                  ANNEX C  SYSTEMS
                  ANNEX D  BILLING INFORMATION
                  ANNEX E  TECHNICAL SPECIFICATION
                  ANNEX F  FEES

In the event of any inconsistency between the terms and conditions and the above
listed documents, the terms and conditions shall prevail. The Appendices listed
above have no order of precedence.

B.    COMPLETE AND EXCLUSIVE. This Agreement supersedes all prior oral or
written understanding between the Parties and constitutes the complete and
exclusive statement of the terms of the Agreement with respect to the subject
matter herein.


ARTICLE 38 COMING INTO FORCE
A.    This Agreement, agreed to between the Provider and the Owner shall be
effective upon signing but will not enter into force unless and until the Owner
has paid the Down Payment.

B.    When the condition indicated in Sub-Article (A) above has been met, then
each Party shall notify the other of the occurrence of such condition and
provided that such date is on or before June 21st, 2001, the Agreement shall
come into force on the date of such notice (the "Coming Into Force Date").



                                                                  Page 32 of 107


<Page>



IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in the
location set forth beneath their respective signature, on their behalf by their
duly authorized representatives on the date first written above.

TyCom Contracting Limited


By:
    ------------------------
Name:   Byron S. Kalogerou
Title:
Signed In:  Bermuda




FLAG Atlantic Ltd.


By:
   -------------------------
Name:
Title:
Signed In:





                                                                  Page 33 of 107


<Page>


                                                                         ANNEX A

                             PROVIDER'S UNDERTAKINGS

A1      SEAHORSE Atlantic Program

        1.1.    SEAHORSE Atlantic is a program of Repair and Related Maintenance
                from beach manhole to beach manhole for undersea fiber optic
                cable systems in the North Atlantic region.

        1.2.    Cable Ships and ROV's

                1.2.1.  The SEAHORSE Atlantic program provides two (2) Cable
                        Ships and ROV's, which will be used to provide the
                        Services described in this Agreement.

                1.2.2.  Each Cable Ship shall have a ROV in accordance with the
                        Technical Specification.

                1.2.3.  The Provider reserves the right to replace the Cable
                        Ships and ROV's with cable ships and ROV's that are
                        substantially compliant with the Technical
                        Specification. Such changes shall require the approval
                        of the Owner, which shall not be unreasonably withheld.
                        The Provider will provide to the Owner the relevant
                        technical specifications of the proposed Cable Ship and
                        / or ROV as soon as reasonably practical prior to any
                        proposed replacement.

                1.2.4.  The Cable Ships and ROVs to be used in the Seahorse
                        Atlantic Program are listed in Annex E, along with their
                        technical specifications. The Cable Ship Plan of Work
                        detailing the Cable Ships schedules are listed in Annex
                        E

                1.2.5.  The Cable Ship may be used for Operations on Covered
                        Systems in the Seahorse Atlantic Program and, where
                        circumstances so merit, those portions of Covered
                        Systems within the marginal areas of a Seahorse program
                        adjacent to the Seahorse Atlantic Program.

                1.2.6.  If a Cable Ship is unavailable due to dry-docking or an
                        Operation (for a Covered System in the Seahorse Atlantic
                        Program or an adjacent Seahorse Program) outside of its
                        Normal Operating Area as defined in 1.3 of this Annex A,
                        the Provider will use all reasonable efforts to supply a
                        cable ship that is substantially compliant with the
                        Technical Specification during the period of
                        unavailability. The DMOQ's shall continue to apply in
                        full throughout any such period.

                1.2.7.  The Provider at the Provider's discretion may undertake
                        Cable Ship training exercises, machinery operational
                        tests and equipment operational tests. The DMOQ's shall
                        apply in full during such periods.





                                                                  Page 34 of 107
<Page>

Cable Ship Normal Operating Area

        1.3.    The Normal Operating Area of a Cable Ship shall be defined as
                the area accessible by the Cable Ship within seven days transit
                from its Base Port at the Cable Ship's service speed.

Base Ports

        1.4.    The Provider shall ensure that one (1) Base Port is located in
                the northeastern United States or Canada and one (1) Base Port
                is located in west / northwest Europe. The initial Base Ports
                for the Cable Ships are Baltimore, USA and Bristol, UK. The
                Provider may change the location of a Base Port, with the
                approval of the Owner, which shall not be unreasonably withheld,
                within the geographical areas bounded and connecting Vigo,
                Spain; Rotterdam, Netherlands and Dublin, Ireland in Europe and
                Halifax, NS and Baltimore, USA in North America.

Seahorse Atlantic Program Capacity - Additional Cable Ship Coverage or Reduction
in Annual Fee

        1.5.    Upon entry of a Covered System that brings the total kilometers
                covered in the Seahorse Atlantic Program above [*] kilometers,
                the Provider will provide an additional cable ship or may
                negotiate with the Owner regarding a reduction in the Annual
                Fee, or at the Provider's option, provide a third Cable Ship in
                the Seahorse Atlantic program. If the Provider chooses to
                negotiate and the Parties can not agree on a reduction in the
                Annual Fee, then the Provider shall be required to provide the
                third Cable Ship.

                1.5.1.  If a Non-transatlantic Segment (as defined below) enters
                        the Seahorse Atlantic program then, the Parties will
                        review the program capacity limit to determine if a
                        reduction in the program capacity is reasonably
                        necessary. The maximum reduction shall be limited to the
                        length of that portion of the segment(s) that are in
                        depths of less than [*] meters. Such review shall not
                        apply for Covered Systems or planned systems described
                        in Annex C, provided that the aggregate actual cable
                        lengths of such systems does not exceed [*] kilometers.
                        In no case shall the program limit be reduced below [*]
                        kilometers.

                                For the purposes of this Agreement:

                                (a)     "Non-transatlantic Segment(s)" shall
                                        include (but is not limited to) any
                                        festoon segments of (or similar
                                        extension to) a Covered System and/or
                                        any individual inshore segments of a
                                        Covered System; and




------------------------
*  Confidential treatment has been requested from the Securities and Exchange
   Commission. Omitted portions.


                                                                  Page 35 of 107
<Page>

                                (b)     any calculation under this Annex of
                                        cable lengths shall be on the actual "As
                                        Built" lengths of the applicable cable
                                        system(s).

A2      Cable Ships and ROVs Operations

The Provider shall:

        2.1.    Provide Cable Ships, including ROVs, in accordance with the
                Technical Specification in Annex E.

        2.2.    Provide, in the case where a cable is left exposed during a
                Repair, patrol vessels for protection of the Covered System
                until Repair operations are complete. Such patrol vessels shall
                only be required where the cable was previously buried.

        2.3.    Provide fully trained and experienced crews for the Cable Ships
                in accordance with the Technical Specification in Annex E.

        2.4.    Allow a minimum of one representative of the Owner to board
                Cable Ships and provide assistance to such representative(s)
                with regard to their on-board duties., Permission for more than
                one representative to board shall only be granted in the case
                where space is available. The Provider will not charge the Owner
                or its representatives for berthing or meals while on board
                Cable Ships.

        2.5.    In the event of a multiple fault situation (i.e. 2 or more
                simultaneous faults) on the Owner's System, and if so requested
                by the Owner, the Provider shall use its reasonable endeavours
                to find an additional vessel (i.e. vessel of opportunity) to
                undertake the Repair of one of the faults as directed by the
                Owner. The Provider shall undertake the commercial negotiations
                and ongoing management of the vessel with respect to the Repair,
                but the engagement of the proposed vessel of opportunity will be
                subject to the approval of the Owner. All lease costs of such
                vessel of opportunity for the repair duration shall be
                chargeable to the Owner as Flow Through Expense with a US$[*]
                limit on the handling fee. If the vessel is a TyCom vessel, the
                rate shall be as negotiated between the two parties and no
                handling fee will apply. All other internal Provider costs
                associated with transfer of spares, personnel support, etc will
                be chargeable to the Owner as Flow Through Expense.



A3      Repairs and Related Maintenance

        3.1.    Covered Systems will have equal priority such that faults shall
                be repaired in the order reported to the Provider, provided,
                however, that the Owner may request that the commencement of a
                repair be delayed, in which case a


------------------------
*  Confidential treatment has been requested from the Securities and Exchange
   Commission. Omitted portions.


                                                                  Page 36 of 107


<Page>


                subsequently reported fault shall have priority where it is
                reported prior to the requested start date of the delayed
                repair.

        3.2.    Related Maintenance will only be performed on an interruptible
                basis.

The Provider shall:

        3.3.    Provide reasonable assistance to the Owner, at its request, in
                discharging the Owner's responsibility as Maintenance Authority
                for the Owner's System.

        3.4.    Acquire such information and training concerning the design and
                operation of the Owner's System as is necessary for the Provider
                to deliver the Service. The Owner will reasonably assist the
                Provider in obtaining this training.

        3.5.    Plan and undertake Repairs and Related Maintenance Services on
                the Owner's System. Prior to undertaking any Operation on the
                Owner's System, the Provider shall provide the Owner with a
                draft Method of Procedure in accordance with the Technical
                Specification. The Owner shall be responsible for providing the
                narrative of the Method of Procedure for those aspects that are
                the traditional domain of the Maintenance Authority such as
                selection of spare, choice of fiber type, and dispersion
                management related decisions.

        3.6.    Provide assistance to cable station staff with initial fault
                location, and provide Fault location tests from aboard the Cable
                Ship.

        3.7.    Liaise with and Provide reports to the Owner's provider of cable
                charting and documentation services as directed by the Owner in
                order to provide and maintain such of the Owner's System's
                documentation necessary for Repairs and Related Maintenance.

        3.8.    Manage the delivery, control and allocation of the Owner's
                System spares between Depots and Cable Ships.

                3.8.1. Manage the delivery of replenishment spares for the
                Owner's System from the Owner's supplier factory to the
                appropriate ship or storage facility. Where reasonably possible,
                the Provider will coordinate shipping of replenishment spares
                within the Seahorse Atlantic region with normal schedules of
                Provider controlled vessels. In such case the Owner would only
                be billed reasonable diversion costs of such vessel. If such
                coordination is not possible the Owner will be responsible for
                the shipping costs of the carrier used. Costs of transporting
                spares to the vessel are the responsibility of the Owner.
                Transportation of spare cable between the Calais, France cable
                factory and the European Base Port utilizing the European Cable
                Ship is included in the Annual Fee. Such transportation



                                                                  Page 37 of 107


<Page>


                will be coordinated where possible with Cable Ship Operations or
                training exercises.

        3.9.    Provide replacement splice kits for those kits used in
                performing an Included Repair.

        3.10.   Execute Repairs and Related Maintenance, such Operations shall
                be in accordance with industry standards and the Owner's System
                repair specifications and will, so far as reasonably
                practicable, return the repaired portion of the Owner's System
                to a pre-fault condition. Provider shall also:

        3.11.   Perform Post Repair burial work as soon as reasonably
                practicable after the Repair is complete. The Provider shall use
                reasonable endeavors to re-bury portions of the Owner's System
                that were buried prior to the Fault and Repair operation to a
                depth equal to or greater than the pre-fault condition.
                Reasonable endeavors shall mean the achievement of the pre-fault
                burial depth or a maximum of three jetting passes at a rate no
                faster than 500 meters per hour.

                3.11.1. Identify the sections of the Owner's System in the
                Repair area that can not be buried with the ROV due to
                suspensions, loops, ledges, rocks, or other bottom conditions,
                in respect of which jetting passes shall not be required. The
                Provider and the Owner's Representative, if one is on board,
                shall in good faith mutually determine if any reasonable
                alternative action with the ROV which may mitigate the cable
                exposure. The details of the burial operation as well as the
                positions of any exposed cable shall be reported as required in
                the Technical Specification. The Provider is not responsible for
                rock dumping, mattressing, or other external protection that may
                be deemed necessary to protect the Covered System from external
                aggression except at the express request and the expense of the
                Owner.

                3.11.2. Be responsible for reasonable and customary protection
                of the cable left exposed by the Repair until Post Repair Burial
                Work is complete in accordance with 3.11. The Provider is not
                required to Provide any guard vessels to protect any segment of
                the Owner's System that could not be buried due to suspensions,
                loops, ledges, rocks or other bottom conditions. Nothing in this
                paragraph 3.11 shall affect the rights of the Owner in respect
                of any valid claim pursuant to Article 8A of this agreement.

        3.12.   Arrange for the availability of suitable vessels and equipment
                to undertake repairs in shallow water where the Cable Ship
                cannot carry out the repair. Within one month prior to the
                estimated RFPA Date of each relevant Segment or within one month
                following the effective date of this Agreement, whichever is the
                later; the Provider shall submit a draft plan indicating the
                internal resources or potential subcontractors the Provider may
                use to carry



                                                                  Page 38 of 107


<Page>


                out such a repair. The Provider shall submit the final plan
                within two months of the execution of the agreement or RFPA of
                the relevant section, whichever is later. The Provider will
                conduct an annual review of this plan, which will include
                confirming the equipment and or vessels available internally,
                and from the potential subcontractors and provide the Owner with
                any changes in the plan.


        3.13.   During the course of any Operation, inform the Owner on a daily
                basis of the status of any outstanding applications for Marine
                Operations Permits relevant to that Operation.

        3.14.   Support return and repair services for the submersible plant
                components of the Owner's System.

        3.15.   Provide Cable Ship mobilization contact numbers and escalation
                procedures and update as necessary.


        3.16.   Engage at Provider's expense such tugs and guard boats as may be
                necessary to assist the conduct of a Repair or as may be
                required by the relevant marine or statutory authorities or
                fishermen's groups in direct support of a Repair.

        3.17.   Ensure the ROV is reasonably capable of making attempts at
                removing / flattening loops and suspensions.

        3.18.   Arrange for the availability of specialized equipment to
                undertake the post-repair burial work in areas having installed
                burial depths of between 1.5 and 3 meters. Normally the Provider
                will charter a high-powered ROV to undertake this work but,
                alternatively, may propose to recover and re-plow sections if
                such an option is deemed more feasible or expedient.


A4      Repair Equipment and Personnel

The Provider shall:

        4.1.    Equip Cable Ships with all necessary repair, test and jointing
                equipment and tools in accordance with the Technical
                Specification.

        4.2.    Provide trained technical personnel to perform repair functions
                in accordance with the Technical Specification.



                                                                  Page 39 of 107


<Page>


        4.3.    Administer the Owner's System's spare submersible plant (cable,
                joint kits, repeaters, equalisers, tools and equipment) by
                storing such items on-board Cable Ships and/or Depots (all as
                supplied by the Owner in accordance with Annex B).

                4.3.1.  Utilize Cable Ships and/or storage Depots to store the
                        Owner's System's spares. Depots will supplement Cable
                        Ship storage.

                4.3.2.  Locate the depot in the vicinity of the Base Port and
                        notify the Owner the location.

                4.3.3.  Provide all necessary personnel and equipment to load
                        and unload the Owner's System's spares.

                4.3.4.  Not later than one month prior to the estimated RFPA
                        Date of the first operational Segment of the Owner's
                        System or within one month of the effective date of this
                        Agreement, whichever is the later, the Provider and the
                        Owner shall agree the methodology for the inventory
                        tracking of spare and recovered cable, having particular
                        regard to the Chromatic Dispersion management
                        requirements.

                4.3.5.  Undertake testing of the stored spare repeaters and
                        equalisers of the Owner's System in accordance with the
                        manufacturer's specifications and using test equipment
                        provided by the Owner for that purpose.

                4.3.6.  Dispose of all surplus recovered cable in an
                        environmentally and legally responsible manner. Such
                        cable will be disposed of according to the regulations
                        and legislation of the country's waters in which the
                        Cable Ship is operating. If necessitated by legislation
                        or regulations, recovered surplus cable shall be
                        returned to the Provider's premises to be disposed of in
                        accordance with the Provider's regulations and
                        procedures. Reasonable third party costs of such
                        disposal shall be charged to the Owner as Flow Through
                        Expense.


A5      Cable Awareness & Protection

        5.1.    Provide preventive cable awareness services tailored to each
                landing location of each Segment of the Owner's System to
                protect the Owner's System from external aggression. Such
                services will include:

                5.1.1.  identification of major marine activities,

                5.1.2. liaison with port authorities, fishermen, offshore oil
                and gas companies, oceanographic researchers, and shipping
                concerns to disseminate information about the presence of the
                cable landing.


                                                                  Page 40 of 107


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        5.2.    Provide and publicize a twenty-four (24) hour staffed helpline
                number to answer emergency questions from and disseminate
                information related to the Owner's System to fishermen and other
                seabed users.

        5.3.    Submit a cable awareness & protection program to the Owner for
                approval not later than one month prior to the estimated RFPA
                Date of each relevant Segment or not later than thirty (30) days
                following the effective date of this Agreement, whichever is the
                later. This program will describe the level of effort the
                Provider is to provide regarding cable awareness and protection.

A6      Crossings Management

        6.1.    The Provider shall perform evaluation and coordination of
                undersea cable system crossings when:

                6.1.1.  Other parties notify their intent to cross the Covered
                        System.

                6.1.2. Repair operations on the Covered System are carried out
                in proximity of other undersea equipment.

        6.2.    The Provider shall execute notifications, perform evaluations,
                and coordinate acknowledgements consistent with International
                Cable Protection Committee (ICPC) recommendations. Crossings
                Management includes all other seabed activity in close proximity
                to any Covered System.


REPAIR OPERATIONS

        6.3.    The Provider shall notify other owners a minimum of 48 hours
                prior, and again 24 hours prior, to commencing an Operation in
                close proximity of a third parties undersea equipment. A
                post-repair notification shall also be sent to apprise owners
                when the repair operation has ended. Crossing information,
                including Route Position Data shall be provided as applicable,
                and marked as proprietary.


CROSSINGS OF COVERED SYSTEM

        6.4.    The Provider shall evaluate crossing notices received from third
                parties regarding proposed crossings of the Owner's Covered
                System. The Provider shall use ICPC recommendations as benchmark
                criteria, and shall advise such third party on the requirements
                for observance thereof . The Provider will coordinate all
                communications concerning crossings and forward to the Owner the
                results of evaluation along with recommendations and
                acknowledgment forms as applicable. The Owner shall sign and
                return crossing acknowledgements or provide alternative
                responses for the Provider to distribute.



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        6.5.    The Provider will promptly appraise the Owner any notice
                regarding crossing activity or proximal undersea activity and
                its position.


A7      Administration

        7.1.    Maintain records of all invoicing by the Provider to the Owner
                under this Agreement for five (5) years after such billing
                activities, including after termination, cancellation or
                expiration of this Agreement.

        7.2.    Provide Return and Repair Services and Warranty Administration
                support.

        7.3.    Keep full and accurate records of the time spent and the
                materials used in providing the Services. The Contractor shall
                produce such records to the Owner for inspection at all
                reasonable times on request and such records may, at the Owner's
                option, be audited by the Owner or its designated
                representatives.

        7.4.    Furnish the Owner with all information requested by the Owner in
                pursuit of claims against third parties for damage to the
                Owner's System, it being understood that all such claims belong
                to the Owner.

        7.5.    Provide and update the names, telephone and facsimile numbers
                and e-mail addresses of those persons charged by the Provider
                with the administration of this Agreement.


A8      Operational Responsibility

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



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                                                                         ANNEX B


                              OWNER'S UNDERTAKINGS


A.      Act as Maintenance Authority for the Owner's System and in accordance
        with the rights and obligations of the Maintenance Authority function.

B.      Plan and manage the configuration of the Owner's System and upgrades
        thereto and promptly provide detailed information concerning such
        configuration of the Owner's Systems and upgrades thereto to the
        Provider.

C.      Provide, or cause its Affiliates to provide, all necessary consents for
        this Agreement, and grant to the Provider and its subcontractors and
        their respective employees and agents, such access to the Owner's System
        as is necessary to permit the Provider to perform its obligations under
        this Agreement.

D.      Maintain and, upon request, furnish Provider with Certificates of
        Insurance that the Owner maintains a or has adequate self insurance
        (other than in compliance with any statutory insurance requirements)
        with respect to the Owner's System and Owner personnel including,
        without limitation, comprehensive liability insurance. All such
        insurance shall be effected with a creditworthy insurer and shall be
        endorsed to provide the Provider with at least thirty (30) days prior
        written notice of cancellation or material change. In addition, Owner
        shall name Provider as an additional insured as to operations under this
        Agreement.

E.      Provide to the Provider for its review the relevant portion of any
        contract or agreement entered into by the Owner or any Affiliate which
        affects the performance of the Provider's duties hereunder.

F.      The Owner may modify the Owner's System, but if such modification makes
        it more costly in any material respect for the Provider to perform its
        obligations under the Agreement, the Provider may charge such reasonable
        additional costs to the Owner. The inclusion of any additional Segments
        shall be subject to the Provider's acceptance (such acceptance not to be
        unreasonably withheld or delayed) that such additional Segments form
        part of the Owner's System and fall within the operational area of the
        SEAHORSE Atlantic Program, and subject to increases in the Annual Fee as
        detailed in Annex F.

G.      Replenish and pay for the Owner's System spares, including spare cables,
        equalisers and repeaters, to maintain required spare levels and deliver
        such spares to Depots or other locations as proposed by the Provider and
        agreed by the Owner .

H.      Provide such additional maintenance inventory supplies, as may be
        necessary for the Provider to provide the Services described in the
        Agreement.


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<Page>


I.      Provide the Provider with all the Owner's System documentation
        reasonably necessary to maintain the Owner's System in accordance with
        Annex E.

J.      The Owner will provide an adequate initial quantity of the Owner's
        System spares including but not limited to cable, repeaters, Gain
        Equalization Filters and/or Units, Line Build Outs and Jointing Kits.
        The Owner will also provide two (2) sets of test equipment (or other
        testing capability) for the testing of the repeaters and equalisers of
        the Owner's System, which will be placed in the custody and care of the
        Provider.

K.      Cause the Owner's System to be released for repair, immediately upon
        notification to the Provider of a Fault. At the Owner's request, the
        onset of the repair (as marked by mobilization of the ship) may be
        delayed. In such case, the DMOQ for the repair will be extended on a day
        for day basis. Should a Cable Ship depart for a Repair and then be
        delayed at the request of the Owner, for each twenty-four (24) hour
        period of the Owner requested delay, the Owner will be invoiced at the
        Daily Rate (for Related Maintenance) for Cable Ship and ROV as described
        in Annex F. This shall not apply in the case of the Cable Ship being
        diverted to a repair on the Owner's System or another Covered System.


L.      Cable Station Activities

The following is a list of items required of the Owner's System's relating to
the Cable Station activities in support of the Provider's Services. The Owner
shall:


(1)     Determine that a Fault has or may have occurred and notify the FLAG
        Network Operations Centre (FNOC) and the FLAG Marine Maintenance
        Manager. As soon as practicable, provide initial observations,
        measurements and test data, and other Fault location information. The
        FLAG Marine Maintenance Manager will then notify the Provider for the
        purpose of mobilising the Cable Ship.

(2)     Ensure all cable stations in the Owner's System ("Cable Stations") must
        possess and maintain, at a minimum, the following equipment:
        o  Power Feed Equipment (PFE)
        o  Line Monitoring Equipment (LME)
        o  Optical Time Domain Reflectometer (OTDR)
        o  Coherent Optical Time Domain Reflectometer (COTDR)
        o  Optical Power Meter (OPM)
        o  Optical Attenuator (OA)
        o  Fax Machine(s)
        o  Email capability

(3)     Provide during anOperation, commencing twelve (12) hours prior to the
        arrival of the Cable Ship on the site of the Operation, the Cable
        Stations at which the relevant Segment terminates, for communications
        during the Operation, must provide:



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        o       A minimum of two (2) dedicated phone lines to be used solely for
                communications, between the Cable Ship and the Cable Stations,
                and between the Cable Stations and the FNOC.
        o       Fax machine(s) and supplies
        o       Email capability

(4)     Ensure that during an Operation, the Cable Stations at which the
        relevant Segment terminates, must be manned twenty-four (24) hours per
        day with persons capable of operation and control of the following
        equipment:
        o       PFE
        o       LME
        o       OTDR
        o       COTDR
        o       OPM
        o       OA
        o       Fax machines
        o       Email capability

(5)     Ensure that during an Operation, Cable Station personnel shall take
        direction from the Cable Ship and from the FNOC, will perform all
        reasonably requested activities and tests, and supply the Cable Ship and
        the FNOC with all test results obtained. The Cable Ship will to the
        extent necessary, maintain power safety control of the Segment during a
        Repair Operation.

(6)     Conform to and apply, any and all Methods of Procedure issued by the
        FLAG Marine Maintenance Manager or the Cable Ship.

(7)     Miscellaneous
        (1)  Provide English speaking cable station personnel and testers.
        (2)  Provide all documentation required to be provided under this
             Agreement in English.

(8)     Apply the following procedures in notifying the Provider of a Fault:

1.      The Owner will first contact the Provider by telephone and advise of the
        Fault and any information that is available regarding the Fault.

2.      After voice contact is established, the Owner will fax the Provider a
        written fault notification via a fax marked "URGENT - CABLE FAULT
        NOTIFICATION" which shall contain the name of the cable system and
        segment as appropriate, the apparent nature of the fault (e.g., shunt,
        repeater failure, cut, etc.), preliminary Fault test results and, where
        appropriate, authorisation to the Contractor to mobilise the Cable Ship
        ("Fault Notification").

M       Administration



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      Provide and update the names, telephone and facsimile numbers and e-mail
addresses of those persons charged by the Owner with the administration of this
Agreement and the management of the Service.





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                                                                         ANNEX C


                                     SYSTEMS

THE OWNER'S SYSTEM
The Services provided in this Agreement apply to the following cable system and
segments ("The Owner's System"):

         FLAG ATLANTIC-1 Cable Network

Cable Segments :

Crab Meadow Beach, USA to Whitesands Bay, UK
Porthcurno, UK to Plerin, France
Plouha, France to Long Beach, USA


COVERED SYSTEM(S)
The following systems have or are planned to be entered into the SEAHORSE
Atlantic program (each a "Covered System" when entered):

         1)  360 Atlantic - entered
         2)  FLAG Atlantic-1 - entered
         3)  TGN Atlantic - entered
         4)  TGN Western Europe - planned
         5)  TGN Northern Europe - planned




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                                                                         ANNEX D


                               BILLING INFORMATION


The Owner:

         FLAG Atlantic Limited
         Sovereign Court
         635 Sipsson Road
         West Drayton
         Middlesex  UB7 OJE
         England

         Telephone:  +44-20-8282-1562
         Facsimile:  +44-20-8282-1566
         Attention:  Mr. Hendrik van Clacar

The Provider:
TyCom Contracting Ltd.
         Crown House
         4 Par-La-Ville Road
         Hamilton, HM 08, Bermuda
         Attn: Finance Department
         Telephone:  +1-441-294-8500
               Fax:  +1-441-294-8600

With a copy to:

         Patriot's Plaza
         60 Columbia Road
         Building A, Room 2A-103
         Morristown, NJ 07960
         Contact: International Construction Operations and Maintenance
                  Controller
         Telephone: 973-656-8376
         Facsimile: 973-656-8660


WIRE PAYMENTS TO Provider:
         TyCom Contracting Limited
         [*]



-------------------------
* Confidential treatment has been requested from the Securities and Exchange
  Commission. Ommitted portions.


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<Page>


                                                                         ANNEX E

                           TECHNICAL SPECIFICATION FOR

                                 ***************

                      MARINE MAINTENANCE SERVICE AGREEMENT
                                     FOR THE
                          FLAG ATLANTIC-1 CABLE NETWORK


                            CONTENTS OF SPECIFICATION

         A        General

         B        Cable Ship Basic Facilities

         C        Documentation and Reports

         D        Cable Jointing and Testing Services

         E        ROV Basic Facilities

         F        Performance Requirements

         G        Quality Assurance

         H        Cable Ship and ROV Specifications

         I        Beaufort Wind Scale and Sea State









                                                                  Page 49 of 107


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                           TECHNICAL SPECIFICATION FOR
                             ***********************
                      MARINE MAINTENANCE SERVICE AGREEMENT
                                     FOR THE
                          FLAG ATLANTIC-1 CABLE NETWORK

                                     GENERAL


A1 SCOPE 50
A2 SUPPORT DOCUMENTATION   50
A3 DEFINITIONS AND ABBREVIATIONS    51
A4 LANGUAGE       3


A1      SCOPE

1.1     This Technical Specification ("Specification") details the minimum
requirements for submarine telecommunications cable maintenance and related
Services required in support of the Owner's System.

1.2     The prime purpose of the Service is intended to be the carrying out of
Repairs and Related Maintenance work on the Owner's System as further described
in this Specification and elsewhere in this Agreement.

1.3     The Provider shall be responsible for ensuring that the Service is
available at all times throughout the year.



A2      SUPPORT DOCUMENTATION

2.1     The Service to be provided by the Provider shall be substantially
        compliant with the requirements of the support documents listed below,
        except where there is a conflict with the requirements of this
        Specification, when this Specification shall take precedence:

ISO 8402              Quality Assurance Terms

ISO 9002  (1994)      Quality systems: Model for quality assurance in
                      production, installation and servicing.




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A3      DEFINITIONS AND ABBREVIATIONS

3.1     The definitions of terms and abbreviations used in this Specification
are given in Article 1 of the General Terms and Conditions.


A4      LANGUAGE

4.1     All documentation related to the Service shall be in the English
        language.




                                End of Section A








                                                                  Page 51 of 107


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                           TECHNICAL SPECIFICATION FOR

                                 ***************

                      MARINE MAINTENANCE SERVICE AGREEMENT
                                     FOR THE
                          FLAG ATLANTIC-1 CABLE NETWORK

                           CABLE SHIP BASIC FACILITIES

B1  INTRODUCTION AND GENERAL REQUIREMENTS.....................................1
B2  CABLE SHIP CHARACTERISTICS, FIXED INSTALLATIONS, HANDLING AND TOOLS.......2
B3  CABLE JOINTING............................................................5
B4  FAULT LOCALISATION AND TESTING............................................5
B5  POWER FEEDING EQUIPMENT...................................................6
B6  CABLE DETECTION AND TRACKING..............................................7
B7  NAVIGATION AIDS...........................................................7
B8  DYNAMIC POSITIONING SYSTEM................................................7
B9  Cable Ship Communication  System..........................................8
B10 REMOTELY-OPERATED VEHICLE (ROV) CAPABILITY................................8
B11 CABLE SHIP PERSONNEL......................................................8
APPENDIX B1 CABLE SHIP COMPLEMENT.............................................9


B1      INTRODUCTION AND GENERAL REQUIREMENTS

1.1     This Section defines the basic facilities required to be provided by the
Provider on the Cable Ship, or otherwise, for provision of the Service.


B2      CABLE SHIP CHARACTERISTICS, FIXED INSTALLATIONS, HANDLING AND TOOLS

GENERAL

2.1     The Cable Ship shall be able to satisfy the following general
        requirements.

        2.1.1   Be of overall length greater than 100 meters.

        2.1.2   Have propulsion systems capable of achieving an average speed on
                passage of not less than 13 knots in weather conditions up to
                and including Beaufort Force 6 and Sea State 5.

        2.1.3   Be capable of remaining at sea for up to and including 30 days
                without the need to refuel re-supply.



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        2.1.4   Be capable of carrying out a Repair in water depths up to and
                including 7,000 meters.

        2.1.5   Be capable of carrying out a Repair in shallow water (less than
                15 meters water depth) using additional specialized vessels and
                equipment as necessary where the minimum safe operating depth
                capability of the Cable Ship so requires.

        2.1.6   Be capable of carrying out a replacement of a shore end (between
                the beach man hole and the 15 meter depth contour) , using
                additional specialised equipment as necessary.

        2.1.7   Be capable of carrying out a Repair in buried sections (up to
                and including 3 metres depth of burial) of the Owner's System,
                using additional specialised vessels and equipment as necessary

        2.1.8   Be capable of carrying out a Repair where the Cable Ship is
                required to power the Owner's System to the Cable Station.

        2.1.9   Within six months notice of a planned change in the Owner's
                System configuration to include a Branching Unit; be capable of
                carrying out an in-service Repair on a branched segment of a
                Covered System using a UJ/MJ compatible power grounding unit and
                procedures, which shall comply with the national safety
                legislation of the Provider.

        2.1.10  Be capable of station-keeping and maneuvers associated with
                Operations under conditions up to and including Beaufort Force
                7, Sea State 6.

        2.1.11  Be capable of carrying out a survey on the Owner's System using
                a ROV

        2.1.12  Be capable of carrying out post-Repair burial on the Owner's
                System using a ROV.

        2.1.13  Be capable of mobilising and sailing from its Base Port,
                fully-equipped, in no more than 24 hours following receipt of
                notice to mobilise.

        2.1.14  Be capable of working at sea on a 24-hours per day, 7-days per
                week basis limited only by safe working conditions.

        2.1.15  Provide flexibility of access to any Spare Submersible Plant
                stored on board the Cable Ship.

        2.1.16  Have key personnel that are capable of communicating effectively
                with Cable Stations in English.

        2.1.17  In accordance with the Provider's Quality System the Provider
                will use only measuring equipment, handling equipment, machinery
                and tools, which are fully maintained in calibration with
                evidence of calibration, clearly marked thereon; copies of
                calibration records shall be available on board the Cable Ship.

FIXED INSTALLATIONS AND CABLE HANDLING



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2.2     The Cable Ship shall be designed such that any handling of cable and
        other submersible plant through its fixed installations shall not
        jeopardise the mechanical, electrical or optical specification of the
        Owner's System. Specifically, the Cable Ship shall be able to satisfy
        the following requirements regarding its fixed installations and cable
        handling abilities.

        2.2.1   The Cable Ship shall be equipped with a minimum of two bow
                and/or stern sheaves each having a minimum 3-metre diameter. At
                least one of the sheaves shall have a minimum width of 1 metre
                to allow for the recovery and deployment of a Branching Unit.
                The profile of the bow or stern sheaves, as applicable, shall be
                such as to ensure that no additional torque, which is the sole
                cause of damage to the Owner's cable, is induced into the cable
                during payout and recovery operations .

        2.2.2   The Cable Ship shall be equipped with a minimum of two
                independent sets of Cable Drum Machinery, each having a minimum
                3-metre bend diameter, with minimum dynamic lifting capability
                of 25 tonnes and static lifting capability of 30 tonnes. Linear
                draw-off and hold-back gear associated with each cable drum
                engine shall be designed as to ensure no slippage of Cable,
                Repeaters, Equalisers, Branching Units or Joint Housings. The
                Owner waives this requirement with respect to the Normand
                Cutter, which is equipped with one linear cable engine and one
                cable drum.

        2.2.3   Cable Machinery shall be fitted with cable length
                payout/recovery distance display and recording equipment having
                an accuracy of +/- 0.5% and a resolution of 1 metre.

        2.2.4   Each cable drum on the Cable Ship shall have an associated
                dynamometer having a minimum 3-metre bend diameter, appropriate
                scales, precision and recording devices to ensure the safe
                handling of Submersible Plant. Dynamometers shall be calibrated
                to give readings of outboard cable tension to an accuracy of
                better than +/- 5%.

        2.2.5   The Cable Ship shall be equipped with a minimum of 2 cable
                tanks. Coiling diameters in the cable tanks shall be no less
                than 3-meters.

        2.2.6   The Cable Ship shall be equipped with bend restrictors and/or
                quadrants for each of its cable tanks to ensure the transfer /
                movement of cable does not violate the cable handling guidelines
                for the Owner's System.

        2.2.7   The cable tanks and associated equipment shall be designed to
                optimise cable storage and facilitate cable movements. A roller
                track-way, quadrant, bend restrictor, or other device shall be
                fitted at the head of each cable tank in order to present a
                curved path to the cable as specified in Paragraph 2.2.6 of this
                Section B. The cable tank bell-mouths shall be of sufficient
                size to accommodate the passage of Joint Housings. Track-ways
                and trolleys shall be provided to facilitate the transfer of
                Repeaters and Equalisers. Sufficient anchoring points, deck
                strength, track-way width and trolley width shall be provided
                such as to accommodate the storage and movement of up to six
                tailed Repeater and/or Equaliser housings and one Branching Unit
                housing.


        2.2.8   The Cable Ship shall be equipped with an overhead gantry or
                A-frame or crane at the bow or the stern (depending on the
                location of the Cable Machinery) with sufficient height and
                strength to permit the handling of the largest and heaviest
                plant and tools, e.g.



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                Repeaters, Equalisers, Branching Units, cut-and-hold grapnels,
                and in no case shall the safe working load of such gantry or
                A-frame or crane be less than [2 tons].

        2.2.9   The Cable Ship shall be equipped with either a cable drum or
                linear cable engine capable of continuously laying Cable,
                Repeaters and Equalisers from the stern of the Cable Ship in
                water depths up to and including 7,000 metres. If a cable drum
                engine is used for this purpose, it shall have sufficient
                diameter and clearances, and shall be equipped with appropriate
                draw-off holdback gear, to permit laying of Cable, Repeaters and
                Equalisers of the Owner's System. In either case (linear engine
                or drum), the requirements set forth in Paragraphs 2.2.3 and
                2.2.4 of this Section B shall also be met.

        2.2.10  Have the capability of loading and storing on board spare
                submersible plant required for the Owner's System, under
                environmental conditions specified by the manufacturer or the
                Owner.

        2.2.11  Shipboard facilities and Submersible Plant storage and handling
                facilities and methods shall allow and ensure full protection
                from petroleum products, hydraulic fluid, detergents, silicone
                oils and other detrimental chemical agents.

        2.2.12  Suitable lighting and opaque protective coverings shall be
                applied to prevent damage to the polyethylene jacket of
                unarmoured cables which can be seriously affected by long-term
                exposure to ultraviolet (actinic) radiation such as sunlight or
                light emitted by fluorescent and mercury vapour lamps.

        2.2.13  All Repeaters and Equalisers will be stored in purpose built
                racks, preferably on the vessel's fore and aft line. The racks
                will be fitted with shaped rubber buffers to support each
                Repeater end, and shall be situated out of direct sunlight and
                away from high vibration areas. Securing arrangements will be
                fitted to prevent movement of the device within the rack and
                other equipment stored near the rack will be secured to prevent
                contact with the rack and its contents. Branching Units will be
                stowed in similar protected areas and will remain in their
                handling/transportation frames until required for installation.
                Repeaters and Equalisers shall be fitted with impact recorders
                at all times during storage and movement. All Repeater,
                Equaliser and Branching Unit storage will have the facility of
                electrical earthing

        2.2.14  All cable tanks, cable trackways, sheaves, rollers, cable drums
                and cable guides shall be regularly inspected and confirmed to
                be free from any cause of potential damage to the cable prior to
                and throughout any Repair or Operation.

CABLE WORKING TOOLS

2.3     All of the following tools shall be permanently available on the Cable
        Ship.

        2.3.1   Sufficient cable working equipment including buoys and ropes to
                enable the Cable Ship to undertake any Operation on the Owner's
                System.

        2.3.2   A full range of stoppers matched to any size of cable used in
                the Owner's System.



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        2.3.3   A full range of passive jamming, holding and cutting grapnels
                matched to any size of cable used in the Owner's System, and
                capable of being deployed in any nature of seabed within the
                area of the Owner's System.

        2.3.4   A grapnel and or ROV capable of hooking and de-burying cable
                buried down to 1.5 metres in water depths to 2000 metres.



B3      CABLE JOINTING

JOINTING

3.1     Jointing equipment shall be provided on the Cable Ship, together with
        trained and qualified personnel, to enable it to perform jointing on all
        cable types used in the Owner's System. Such jointing equipment shall
        employ Universal Jointing (UJ) technology and subject to the agreement
        of the Owner regarding the Covered System, Millennia Jointing (MJ)
        technology. Sufficient sets (in no case no fewer than two sets) of
        jointing equipment shall be provided on board the Cable Ship to ensure
        100% availability at sea.

3.2     The Provider shall be responsible for the maintenance, repair,
        calibration and upkeep of all jointing equipment used in the provision
        of the Service.


B4      FAULT LOCALISATION AND TESTING

GENERAL TESTING EQUIPMENT REQUIREMENTS

4.1     Sufficient complete functional sets (in no case fewer than two sets) of
        basic testing equipment (to ensure 100% availability at sea), together
        with trained and qualified personnel, shall be available at all times on
        the Cable Ship for the carrying out of DC measurements on the metallic
        path of the Owner's System and on its Repeaters and Equalisers, and
        optical measurements, using recognised safety procedures. The detailed
        requirements for this basic testing equipment are listed below:

DC TESTING


        4.1.1   The following DC testing equipment shall be provided.

                4.1.1.1 Insulation resistance measurement equipment capable of
                        operating up to 1,000 volts.

                4.1.1.2 DC voltage measurement equipment capable of operating
                        over the range 0 to 8,000 volts.


                4.1.1.3 DC current measurement equipment capable of operating
                        over the range 1 mA to 2,000 mA.



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                4.1.1.4 The accuracy of voltage and current measurement shall be
                        better than 0.5% across the measurement range.

                4.1.1.5 DC resistance measurement equipment.

                4.1.1.6 Capacitance measurement equipment will be available on
                        the Global Mariner and Global Link only.

PULSE-ECHO TESTING

        4.1.2   Pulse-echo measurement equipment. Optical-Fibre Cable Testing

        4.1.3   The following optical cable testing equipment shall be provided.

                4.1.3.1 Optical time domain reflectometer equipment, with the
                        minimum capabilities of operating at 1310 and 1550
                        nanometer wavelengths and within the dynamic range of 0
                        to 34 dB.

                4.1.3.2 Optical power meters capable of measuring received light
                        over a range of -47 to +20 dbm at the 1310 and 1550
                        nanometer windows.

                4.1.3.3 Stabilized optical power sources capable of an output of
                        -3 dbm at the 1310 and 1550 nanometer windows.

                4.1.3.4 Optical attenuators switchable in 0.5 dB steps over a
                        range of 60 dB.

B5      POWER FEEDING EQUIPMENT

5.1     The Cable Ship shall be equipped with a permanently installed Power
        Feeding Equipment (PFE) capable of fulfilling the requirements set forth
        in paragraphs 5.1.1 to 5.1.6 below.

        5.1.1   The output current range shall be 100 mA to 2,000 mA with a
                stability of better than 0.5%.

        5.1.2   The output voltage range shall be 0 volts to 7500 volts.

        5.1.3   The accuracy of voltage and current measurement shall be better
                than 0.5% across the measurement range.

        5.1.4   The shipboard PFE shall be fitted with alarms, trips, metering
                and recording facilities to normal industry standard.


        5.1.5   The shipboard PFE shall be capable of operation in conjunction
                with the PFE in the terminal stations either in constant-current
                mode or constant-voltage mode.

        5.1.6   The shipboard PFE shall comply with the national safety
                legislation of the Provider.



                                                                  Page 57 of 107


<Page>


B6      CABLE DETECTION AND TRACKING


6.1     Basic detection and tracking equipment shall be provided on the Cable
        Ship at all times, together with trained and qualified personnel, to
        enable it to detect and track all cable types used in the Owner's
        System. The detailed requirements for this basic detection and tracking
        equipment are as follows:


        6.1.1   Suitable electroding equipment and probes capable of detecting
                the electromagnetic field induced by a low frequency current of
                no more than 5 mA, within the range 15 Hz to 25 Hz, at a
                distance of at least 15 metres from the cable in up to 200
                metres water depth.

B7      NAVIGATION AIDS

7.1     Operational navigation aids shall be provided on the Cable Ship at all
        times, together with trained and qualified personnel, to enable it to
        operate anywhere within the area of the Owner's System.

7.2     A differential global positioning system (DGPS) shall be provided and
        its statistical accuracy shall be better than 10 metres to permit the
        normal operation of an associated dynamic position system. Completely
        duplicated DGPS systems shall be provided.

B8      DYNAMIC POSITIONING SYSTEM

8.1     A Dynamic Positioning (DP) System shall be provided which shall enable
        the Cable Ship to comply with the requirements of Section B2, paragraph
        2.1.10 of this Specification.

8.2     In particular, the DP System shall:

        8.2.1   Be a Duplex system capable of continuing to operate with the
                loss of one console.

        8.2.2   Be capable of maintaining information flows using separate
                computers supplied with identical data to ensure the same
                outcomes. The loss of one computer shall be allowed for in the
                redundancy specification of the Duplex system.

        8.2.3   Shall provide navigational redundancy via 2 (two) Global
                Positioning Systems (GPS) with differential inputs to the
                computers.

        8.2.4   Be capable of accepting station-keeping inputs from taut wires
                and HPRs.

        8.2.5   Shall incorporate uninterruptible power supplies (UPS) to both
                systems.

        8.2.6   Owner waives the requirements of 8.2.1 and 8.2.2, with respect
                to the Atlantida and Global Mariner.

B9      CABLE SHIP COMMUNICATION SYSTEM



                                                                  Page 58 of 107


<Page>

9.1     In addition to conventional communications equipment, the Cable Ship
        shall be equipped with a satellite communication system capable of
        transmitting and receiving oral and written telecommunications and
        electronic data files. Completely duplicated communications systems
        shall be provided. The satellite communication systems shall not
        significantly interfere with the DGPS system or dynamic positioning
        systems onboard the Cable Ship.

9.2     The communications distribution system within the Cable Ship where
        possible shall include the provision, in the cabin(s) allocated for the
        use of the Owner's Shipboard Representative(s), of an analogue telephone
        line providing direct connection between the Representative's portable
        computer and the Cable Ship's satellite communication system. The said
        cabins shall also be equipped with a fax machine, printer or combined
        fax/printing facilities providing for the generation, transmission and
        receipt of facsimile messages by the Representative.

B10     REMOTELY OPERATED VEHICLE (ROV) CAPABILITY

10.1    The Cable Ship shall be equipped with a ROV and shall have the
        capability to launch, operate and recover said ROV as described in
        Section E of this Specification.



B11     CABLE SHIP PERSONNEL

11.1    The Cable Ship shall be crewed by appropriately skilled, qualified and
        experienced personnel with English-speaking Officers in key roles.

11.2    The Cable Ship shall be crewed with particular regard to the special
        skills required on cable maintenance work including, but not confined
        to, ship handling, ROV operation, cable repair techniques, cable
        machinery operation and cable handling, transmission engineering and
        testing and cable jointing, also having regard to the need to have
        sufficient numbers of personnel possessing such skills continuously
        available throughout the duration of a repair operation.



11.3    The Cable Ship shall be complemented in general accordance with the
        attached Appendix B1.


                                End of Section B

                               Appendix B1 follows




                                                                  Page 59 of 107


<Page>



                                   APPENDIX B1

                              CABLE SHIP COMPLEMENT



                  ===========================================
                  RATING                           REPAIR
                  ===========================================

                  -------------------------------------------
                  Master                              1
                  -------------------------------------------
                  Ch. Mate                            1
                  -------------------------------------------
                  1st. Off.                           1
                  -------------------------------------------
                  2nd. Mate                           2
                  -------------------------------------------
                  3rd. Mate                           2
                  -------------------------------------------
                  TOTAL LIC. DECK                     7
                  -------------------------------------------

                  -------------------------------------------
                  Bosun                               1
                  -------------------------------------------
                  Bosun Mate                          2
                  -------------------------------------------
                  AB                                  8
                  -------------------------------------------
                  OS                                  4
                  -------------------------------------------
                  TOTAL UNLIC. DECK                  15
                  -------------------------------------------

                  -------------------------------------------
                  JOINTER ASSISTANTS                  4
                  -------------------------------------------

                  -------------------------------------------
                  Chief Engineer                      1
                  -------------------------------------------
                  1st.  A/E                           1
                  -------------------------------------------
                  2nd. A/E                            3
                  -------------------------------------------
                  3rd. A/E                            2
                  -------------------------------------------
                  TOTAL LIC. ENGINE                   7
                  -------------------------------------------

                  -------------------------------------------
                  OMU                                 3
                  -------------------------------------------
                  Wiper                               1
                  -------------------------------------------
                  TOTAL UNLIC. ENGINE                 4
                  -------------------------------------------

                  -------------------------------------------
                  Chief Steward                       1
                  -------------------------------------------
                  Chief Cook                          1
                  -------------------------------------------
                  S/A                                 3
                  -------------------------------------------
                  TOTAL STWD. DEPT.                   5
                  -------------------------------------------

                  -------------------------------------------
                  Jointers                            2
                  ROV Crew                            4
                  EIC                                 1
                  ===========================================
                  GRAND TOTALS                       49
                  ===========================================



                                                                  Page 60 of 107


<Page>


                           TECHNICAL SPECIFICATION FOR

                                 ***************

                      MARINE MAINTENANCE SERVICE AGREEMENT
                                     FOR THE
                          FLAG ATLANTIC-1 CABLE NETWORK

                            DOCUMENTATION AND REPORTS

C1 INTRODUCTION   1
C2 OPERATIONAL DOCUMENTATION        1
C3 ACTIVITY AND UTILISATION REPORTS 2
C4 SERVICE LEVEL AND OTHER REPORTS  3
C5 DOCUMENTATION PROVIDED BY THE OWNER      4
APPENDIX C1 NOTIFICATION OF COMMENCEMENT OF A CABLE SHIP
OPERATION         5
 APPENDIX C2 METHOD OF PROCEDURE    6
APPENDIX C3 REPAIR SYNOPSIS         7
APPENDIX C4 NOTIFICATION OF COMPLETION OF A CABLE SHIP OPERATION       8
 APPENDIX C5 MONTHLY CABLE SHIP ACTIVITY REPORT      9
APPENDIX C6 QUARTERLY CABLE SHIP ACTIVITY REPORT     10
APPENDIX C7 ANNUAL CABLE SHIP ALLOCATION REPORT      11
APPENDIX C8 CONTENTS OF REPAIR COMPLETION REPORT     12
 APPENDIX C9 CABLE REPAIR DATA MANAGEMENT   19
APPENDIX C10 CABLE SHIP SCHEDULE

C1      INTRODUCTION

1 This section defines the documentation and reports to be provided by the
Provider or the Owner in support of the Service. All documentation provided by
the Provider under this Section C shall comply with the Provider's standards
following approval by the Owner, which shall not be unreasonably withheld.

C2      OPERATIONAL DOCUMENTATION

2.1     When the Provider is notified to commence an Operation or when a Cable
        Ship changes operational status, the Provider shall notify the Owner by
        facsimile, as specified below.

        2.1.1   Upon receipt by the Provider of written notification that its
                Cable Ship is required to carry out an Operation, the Provider
                shall, within 12 (twelve) hours, transmit to the Owner a
                "Notification of Commencement of a Cable Ship Operation" in the
                format given in Appendix C1.

        2.1.2   Upon receipt by the Provider of written notification that its
                Cable Ship is required to carry out a Repair, the Provider
                shall, within 24 (twenty-four) hours, transmit



                                                                  Page 61 of 107


<Page>

                to the Owner a draft "Method of Procedure" in a format approved
                by the Owner and exemplified in Appendix C2, detailing the
                method by which the Provider proposes to conduct the repair
                operation. The Owner shall have the right to require
                modifications to the proposed procedure. The Owner shall be
                responsible for providing the narrative of the Method of
                Procedure for those aspects that are the traditional domain of
                the Maintenance Authority such as selection of spares, choice of
                fiber type, and dispersion management related decisions.

        2.1.3   For the duration of an Operation, the Provider shall provide the
                Owner with daily progress reports, by no later than 0900 Cable
                Ship local time (or as otherwise agreed by the Owner) on each
                day of the Operation. Such daily reports shall include:

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

                (ii)    a projection of the expected work updated daily,
                        including the time to complete significant stages of the
                        repair and an indication of the estimated number of
                        hours remaining until completion of the final splice;


                (iii)   an indication of the times when the Cable Ship is likely
                        to require co-operation from the Owner's cable stations;

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


                and the format of such daily reports shall follow as far as
                possible the steps given in the pro forma "Repair Synopsis"
                attached as Appendix C3. Such daily reports shall also include
                data in support of the Provider's performance in relation to the
                Direct Measures of Quality contained in Section F of this
                Specification.

        2.1.4   Upon completion of an Operation, the Provider shall, within 24
                (twenty four) hours, provide the Owner with a "Notification of
                Completion of a Cable Ship Operation" in the format given in
                Appendix C4.

        2.1.5   Upon a Cable Ship's change in operational status, eg., Standby,
                Repair, etc, the Provider shall transmit to the Owner a
                notification of the change in status in accordance with Appendix
                C1 or C4, as appropriate.

2.2     Within one (1) week of a Repair being completed, the Provider shall
        provide the Owner with a Repair Synopsis in accordance with the format
        given in Appendix C3.

2.3     Within thirty (30) days after the completion of a Repair, the Provider
        shall provide the Owner with a detailed Repair completion report in the
        English language. Such completion report shall include, but not be
        limited to, the items listed in Appendix C8. The Owner may also
        reasonably require additional copies of the Repair completion report to
        be provided to other specified entities.

2.4     Cable Ship reporting arrangements for Operations other than Repairs
        shall be as agreed between the Provider and the Owner prior to such
        Operation.



                                                                  Page 62 of 107


<Page>

C3      CABLE SHIP ACTIVITY REPORTS

3.1     The Provider shall be responsible for the dissemination of information
        on Cable Ship activities and utilisation. The Provider shall advise the
        Owner as follows:

        3.1.1   By the close of the second business day of each month, the
                Provider shall provide the Owner with a "Monthly Cable Ship
                Activity Report" in accordance with the format given in Appendix
                C5. Monthly reports should cover a two-month period as follows.
                The first month should show actual activities, the second month
                should show activities that are planned.

        3.1.2   Not later than one (1) month after the end of each quarter, the
                Provider shall provide the Owner with a "Quarterly Cable Ship
                Activity Report" in accordance with the format given in Appendix
                C6. This report should compile the retained data from weekly
                reports to show the percentage of time spent each month on a
                particular activity. The report should also show, on a quarterly
                basis, time spent by each Cable Ship on each defined type of
                activity such as standby, Repair, etc thus providing a total of
                days and percentage of time spent on each activity. The report
                should also contain a graphical presentation of all activities
                of the Cable Ships' operations during the quarter.

        3.1.3   Not later than one (1) month after the end of each calendar
                year, the Provider shall provide the Owner with an "Annual Cable
                Ship Allocation Report" in accordance with the format given in
                Appendix C7. This report should show, on an annual basis, time
                spent by each Cable Ship on each defined type of activity such
                as standby, Repair, etc. providing a total of days and
                percentage of time spent on each activity.

        3.1.4   Not later than one (1) month prior to the commencement of the
                Services, and one month prior to the end of each calendar year,
                the Provider shall provide the Owner with a "Cable Ship
                Schedule" in accordance with the format in Appendix C10. This
                report should show the Cable Ship schedule for the current or
                next calendar year as applicable. The report may be updated by
                the Provider as necessary to reflect any known changes in the
                Cable Ship schedule.


C4      SERVICE LEVEL AND OTHER REPORTS

SERVICE LEVEL REPORTS

4.1     The Provider shall provide the Owner with a report of any instance when
        the Provider fails to meet any of the Direct Measures of Quality
        described in Section F of this Specification (a "Miss Report"),
        including the amount of the relevant Credit recorded by the Provider.
        Such Miss Reports shall be provided within 7 (seven) days of the
        occurrence concerned.

4.2     The Provider shall provide the Owner with a report detailing the
        corrective actions taken by the Provider to avoid a repetition of the
        cause of any failure to meet a Direct Measure of Quality (a "Corrective
        Action Report"). Such Corrective Action Reports shall normally be
        provided with 30 (thirty) days of the occurrence concerned.

4.3     In the event that a Direct Measure of Quality is bettered sufficiently
        to satisfy the relevant Betterment Criterion defined in Appendix F1 of
        this Specification, the Provider shall provide the Owner with a report
        of the occurrence (a "Betterment Report"), including the amount of the


                                                                  Page 63 of 107


<Page>

        relevant Credit Offset recorded by the Provider. Such Betterment Reports
        shall be provided within 7 (seven) days of the occurrence concerned.

4.4     The Provider shall provide the Owner with a report of the outcome of the
        reconciliation exercise carried out by the Provider on the Performance
        Reconciliation Date (a "Performance Reconciliation Report") including
        the detailed computation of Credits and Credit Offsets and the amount of
        any proposed adjustment to Annual Fee payments. A Performance
        Reconciliation Report shall be provided within 7 (seven) days of the
        relevant Performance Reconciliation Date.

SUMMARY REPORTS

4.5     The Provider shall provide the Owner with a quarterly report of its
        activities and events in the provision of the Services during the
        Quarter concerned (a "Quarterly Summary Report"). Such reports shall
        include but shall not be limited to:-

        (i)     the Repairs conducted;

        (ii)    the type and location of faults;

        (iii)   the submersible plant added to and removed from the Owner's
                System;

        (iv)    the spares and consumables expended;

        (v)     the submersible spares and consumables inventory and re-order
                status;

        (vi)    the cable awareness and cable protection activities undertaken.

4.6     Such Quarterly Summary Reports shall be provided within thirty (30) days
        of the end of the quarter concerned.

4.7     The Provider shall provide the Owner with an annual report of its
        activities and events in the provision of the Services during the year
        concerned (an "Annual Summary Report"), including but not limited to a
        consolidation of the relevant Quarterly Summary Reports. Such Annual
        Summary Reports shall be provided within 30 (thirty) days of the end of
        the year concerned.



C5       DOCUMENTATION PROVIDED BY THE OWNER

5.1      The Owner will provide the Provider in a timely manner with any of
         the following documentation in respect of the Owner's System not
         already in the possession of the Provider:

       (i)        Copies of all Owner's Permits;

       (ii)       Copy of the as-laid system Route Position List;

       (iii)      Copy of the "as-laid" system Straight Line Diagram;

       (iv)       Copies of any post-lay installation and burial reports;



                                                                  Page 64 of 107


<Page>


        (v)     Details of all cable and pipeline crossings;

        (vi)    Copies of any repair completion reports for repairs not carried
                out by the Provider.

        (vii)   Copies of the Owner's System manufacturer cable handling
                specification including all information regarding storage and
                cable ship operations including laying and repair guidelines.

        (viii)  Repair and Return procedures / documentation, Warranty
                requirements in support of the Return and Repair Policy.


5.2     On an annual basis, the Provider shall check and ensure that it has been
        provided with the documentation specified in Paragraph 5.1 above and
        request the Owner, in writing, to provide any missing documentation.



                                End of Section C

                           Appendices C1 to C10 follow





                                                                  Page 65 of 107


<Page>



                                   APPENDIX C1


                                FACSIMILE MESSAGE

TO:      OWNER

FROM:    PROVIDER

DATE:

SUBJECT: NOTIFICATION OF COMMENCEMENT OF A CABLE SHIP OPERATION

A) CABLE SHIP:

B) CABLE SYSTEM:

C) TYPE OF OPERATION:

D) NOTIFIED DATE/TIME:

E) LOADING SPARES:
    (i)  ESTIMATED START DATE:
    (ii) ESTIMATED COMPLETED DATE:

F) ESTIMATED DEPARTURE DATE:

G) SAILING FROM:

H) ETA CABLE GROUND DATE:

I) ETA RETURN TO PORT:

Best regards,




                                                                  Page 66 of 107


<Page>


                                   APPENDIX C2


                     METHOD OF PROCEDURE: EXAMPLE OF FORMAT

BACKGROUND

Narrative describing the events leading up to the proposed repair operation,
including in particular:-

        -       the source, date and time of the initial (Telephone) and
                subsequent confirmatory (Facsimile) request from the Owner's
                representative for the services of the [Cableship];

        -       the information provided to the Provider by the Owner concerning
                the nature and location of the fault concerned, including any
                tests carried out and the results obtained;

        -       the identity and contact details of the Shipboard Representative
                or Shore Representative appointed by the Owner and, if the
                former, the [Cableship] joining arrangements;

        -       details of any special arrangements required to be made at the
                Cable Stations or elsewhere by the Owner prior to the
                commencement of the operation

        -       details of the arrangements made by the Provider for the
                acquisition of any necessary operational permits or other
                governmental approvals, together with the status of such
                arrangements;

        -       Any other relevant background information.



A substantial part of this narrative might be provided by the Owner to
facilitate the earliest possible production of the Method of Procedure.



PROCEDURE


Narrative describing the proposed repair methodology. The simplified example
which follows makes no allowance for the more complex repair rules applicable to
the Owner's DWDM cable system :-

1.      Prior to beginning work, the [Cableship] should contact the FLAG Network
        Operations Centre (FNOC) and confirm with Power Safety Messages (PSMs)
        that the power is off, and the terminals are in cable short circuit. The
        [Cable Station] PFE can then be configured to apply 100 mA 25 Hertz
        tone.

2.      Written confirmation of the above will be faxed from the FNOC to the
        Power Safety Officer (PSO) on board the [Cableship].



                                                                  Page 67 of 107


<Page>


3.      Towed electrodes will be used by the [Cableship] in the area of
        [suspected fault location] in an attempt to pinpoint the break location.
        Electroding tone will be removed prior to commencing the first grapnel
        run, and confirmed in writing to the [Cableship] PSO.

4.      Assuming the cable is cut, the initial recovery attempts will be with a
        Holding Flatfish or Sliding Prong (or other grapnel as determined by the
        [Cableship]) in an attempt to recover the cable to the surface just east
        of break point. A detrenching grapnel may be required.

5.      Depending on cable leads and tension, the cable will either be recovered
        on deck or cut away by engaging a second grapnel with cutting blades,
        outboard of the sheave.

6.      The [Cable Station] side cable will be recovered to the working deck,
        and tested for insulation resistance (open circuit required at [Cable
        Station]) and an OTDR towards Repeater R[n]. The IR test will be
        considered good if the resistance is greater than 100 meg-Ohm @500 Volts
        for two minutes.

7.      If the tests of the cable are OK and the cable coming aboard during
        positioning of the cable end on the working deck looks good physically,
        then no further recovery is required. The end will be sealed and
        deployed on a buoy or float.

8.      A second holding run will be made for the [Cable Station] side as
        necessary.

9.      The [Cable Station] side will be brought back aboard, the [Cable
        Station] terminal will be asked to go open circuit, and the cable will
        be tested as above, confirming with an IR test as above. Double-end
        power feeding may also be applied if necessary, using a DC power supply
        from the ship to balance current with [Cable Station].

10.     The cable will be closely inspected as it is recovered towards [Cable
        Station] and the fault. No more recovery will be made than necessary to
        find the fault unless cable conditions (or IR and OTDR results) warrant
        further recovery.

11.     Once the cable fault is recovered and cut out, the tests will be
        repeated towards [Cable Station] for confirmation. As above, the IR test
        will be considered good if the resistance is greater than 100 meg-Ohm
        @500 Volts for two minutes.

12.     With the [Cable Station] end proven clear, a splice shall be made to the
        top end of the appropriate spare piece as selected by the [Cableship]
        management and the FLAG Shipboard Representative. This will be the
        initial splice point. The splice can be measured by using an OTDR from
        the bottom end of the spare piece.

13.     After the splice is completed, the ship will lay back to, and recover
        the buoy. Continuous OTDR monitoring of all fibres (in sequence) will be
        made during the lay, watching carefully for kinks.

14.     If there is damage on the [Cable Station] side, further recovery (and
        pay-out of the spare cable) and testing will be required. (If the tests
        indicate that there is additional damage a significant distance away,
        then this damage may have to be handled in a separate repair.)

15.     Once both ends are judged clear (using OTDR and IR tests toward [Cable
        Station]), the final splice process can begin. In order to reduce the
        amount of slack in the final bight, the cable shall be stripped from the
        drums prior to positioning the ends for the final splice. The cable may
        be cut as necessary for this operation.

16.     After applying the ferrules, but prior to splicing the fibres, a final
        OTDR check shall be made in both directions.



                                                                  Page 68 of 107


<Page>


17.     The [Cableship] testing officer and the FLAG Shipboard Representative
        shall discuss and determine the practicality and value of powering the
        system for COTDR testing from [Cable Station(s)] after the fibres are
        spliced in the final joint process. Alternatively, the quality of the
        final splice can be satisfactorily judged by Splicing machine estimate
        and the opinion of the jointing supervisor and the FLAG Shipboard
        Representative. If terminal testing is not performed, the splice will be
        considered good if the Splicing machine estimate is less than 0.1 dB.

18.     After completion of X-rays and final assembly, the final bight will be
        paid out all the way to the bottom on rope, using a slip rope or bight
        release hook if available.

19.     Power control will be passed back to the terminals after the bight
        reaches the bottom. Depending on the system traffic, weather and tidal
        conditions, the [Cableship] will hold onto slack rope, waiting for the
        system to be powered and tested from [Cable Stations] prior to cutting
        away. These tests will be at the direction of the FNOC and performed as
        rapidly as possible.

20.     Once the FNOC confirms that the repair tests satisfactorily, the
        [Cableship] shall be released unless a second repair is necessary.




                                                                  Page 69 of 107


<Page>

<Table>
<Caption>

                                                           APPENDIX C3

                                                         REPAIR SYNOPSIS

<S>                                                             <C>
===================================================================================================================================
   1   CABLE SYSTEM :                                            REPAIR N(DEGREE)nn
-----------------------------------------------------------------------------------------------------------------------------------
   2   C/S NAME :                                                ROV ASSISTANCE ?   Yes/No
-----------------------------------------------------------------------------------------------------------------------------------
   3   OWNER'S REQUEST DATE & TIME:                              DD/MMM/YY     HH,mm
-----------------------------------------------------------------------------------------------------------------------------------
   4   MULTIOPERATION AGREEMENT ? Input Yes or No                IN SERVICE REPAIR ? Input Yes or No
-----------------------------------------------------------------------------------------------------------------------------------
   5   DATE/TIME OF MOBILISATION:                                                DD/MMM/YY                           HH.mm
-----------------------------------------------------------------------------------------------------------------------------------
   6   NAME OR GEO. POS. OF THE MOB. SITE:                                                    Eg, Base Port
-----------------------------------------------------------------------------------------------------------------------------------
   7   DATE /TIME OF DEPARTURE:                                               DD/MM/YY                         HH.mm
-----------------------------------------------------------------------------------------------------------------------------------
   9   NAME OF ANY PORT CALL/ CALL DURATION:                              Port name                            HH.mm
-----------------------------------------------------------------------------------------------------------------------------------
  10   ARRIVAL ON CABLEGROUND:                                             DD/MM/YY                            HH.mm
-----------------------------------------------------------------------------------------------------------------------------------
  12   DATES OF ANY WEATHER STANDBY:                               DD/MM/YY  HH.mm             DURATION?:      HH.mm
-----------------------------------------------------------------------------------------------------------------------------------
  13   CABLE SURVEY:             ROV ?              Yes or No    ELECTRODING?:                 Yes or No
-----------------------------------------------------------------------------------------------------------------------------------
  15   CUT. DRAG ? :Yes/No       NBR OF RUN(S) ?: nn       ROV:Yes/No           AG :Yes/No        PG ?:  Yes/No
-----------------------------------------------------------------------------------------------------------------------------------
  16   CUTTING DRAG  TOTAL DURATION                                                          DD HH
-----------------------------------------------------------------------------------------------------------------------------------
  17   HOLDING DRAG FIRST END GRAPNEL TYPE: ..................................................      NBR OF RUN(S) ? : nn
-----------------------------------------------------------------------------------------------------------------------------------
  18   HOLDING DRAG SECOND END GRAPNEL TYPE: .................................................      NBR OF RUN(S) ? :nn
-----------------------------------------------------------------------------------------------------------------------------------
  19   HOLDING DRAG TOTAL DURATION:                                                   DD HH
-----------------------------------------------------------------------------------------------------------------------------------
  20   INITIAL SPLICE:TOT NBR OF FIB. SPLICINGS?  nn               TOT NBR OF MOULDINGS? nn             DURATION ?: HH.mm
-----------------------------------------------------------------------------------------------------------------------------------
  21   SPLICES ON BOARD:TOT NBR OF FIBER SPLICINGS ?  nn TOT NBR OF MOULDINGS ? nn                      DURATION : HH.mm
-----------------------------------------------------------------------------------------------------------------------------------
  22   DATE/GEO POS. OF  INIT. SPLICE AT BOW ?            DD/MMM/YY  HH.mm           XXX(degree)XX,XX N/S    XXX(degree)XX' XX W/E
-----------------------------------------------------------------------------------------------------------------------------------
  23   FINAL SPLICE:TOT NBR OF FIBER SPLICINGS ?  nn  TOT NBR OF MOULDINGS ? nn                                 DURATION :DD HH
-----------------------------------------------------------------------------------------------------------------------------------
  24   DATE/GEO POS. OF FINAL SPLICE AT BOW ?             DD/MMM/YY  HH.mm            XXX(degree)XX,XX N/S    XXX(degree)XX' XX W/E
-----------------------------------------------------------------------------------------------------------------------------------
  25   RELEASE FROM CABLE GROUND:                                     DD/MMM/YY    HH.mm
-----------------------------------------------------------------------------------------------------------------------------------
  26   CAUSE FOR CALL DURING REPAIR  IF ANY ?             ...............................................................
-----------------------------------------------------------------------------------------------------------------------------------
  27   NAME OF PORT CALL ? :.........................................................                       DURATION ?   DD HH
-----------------------------------------------------------------------------------------------------------------------------------
  29   CAUSE FOR CALL BEFORE RETURN TO BASE IF ANY ? :
-----------------------------------------------------------------------------------------------------------------------------------
  30   NAME OF PORT CALL?:...........................................................                       DURATION ?  DD HH
-----------------------------------------------------------------------------------------------------------------------------------
  31   ARRIVAL AT BASE PORT:                                                        DD/MMM/YY     HH.mm
-----------------------------------------------------------------------------------------------------------------------------------
  32   FINAL DEMOBILISATION:                                                        DD/MMM/YY     HH.mm
-----------------------------------------------------------------------------------------------------------------------------------
  33   REPAIR DURATION:                                                            DD HH
-----------------------------------------------------------------------------------------------------------------------------------
</Table>

(All times in UTC unless otherwise stated, in which case differential from UTC
shall also be stated.)

<Table>
<Caption>
--------------------------------------------------------------------------------
<S>                          <C>                        <C>
PREPARED BY (NAME):           SIGNED:                    DATE:
--------------------------------------------------------------------------------
EMAIL:                        TEL NO:                                   FAX NO:
--------------------------------------------------------------------------------
</Table>





                                                                  Page 70 of 107


<Page>

                                   APPENDIX C4


                                FACSIMILE MESSAGE


TO:   OWNER

FROM: PROVIDER

DATE:


SUBJECT: NOTIFICATION OF COMPLETION OF A CABLE SHIP OPERATION


A)  CABLE SHIP:

B)  CABLE SYSTEM:

C)  TYPE OF OPERATION:

D)  DATE/TIME DEPARTURE FOR REPAIR:

E)  DATE/TIME ARRIVAL ON GROUND:

F)  DATE/TIME FINAL SPLICE SLIPPED:

G)  DATE/TIME RELEASED BY TERMINALS:

H)  ARRIVED AT (PORT):

I)  DATE/TIME ARRIVAL AT PORT:

J)  DAYS/HOURS PORT TO PORT:

K)  DAYS/HOURS ON CABLE GROUNDS:

L)  COMMENTS:


Best regards,




                                                                  Page 71 of 107


<Page>


                                   APPENDIX C5

          MONTHLY CABLE SHIP ACTIVITY REPORT FOR THE PERIOD BEGINNING:
                                    DD/MM/YY

<Table>
<Caption>
CABLE SHIP                                 DATE TIME               ACTIVITY
----------                                 ---------               --------

<S>                                       <C>                     <C>
CABLE SHIP 1

         ACTUAL

                  DD/MM/YY hh:mm

                  DD/MM/YY hh:mm

         PROJECTED

                  DD/MM/YY

                  DD/MM/YY

CABLE SHIP 2

         ACTUAL

                  DD/MM/YY hh:mm

                  DD/MM/YY hh:mm

         PROJECTED

                  DD/MM/YY

                  DD/MM/YY

CABLE SHIP 3

         ACTUAL

                  DD/MM/YY hh:mm

                  DD/MM/YY hh:mm

         PROJECTED

                  DD/MM/YY

                  DD/MM/YY
</Table>




                                                                  Page 73 of 107


<Page>


                                   APPENDIX C6

                      QUARTERLY CABLE SHIP ACTIVITY REPORT


QUARTERLY CABLE SHIP ACTIVITY REPORT
------------------------------------

                        FROM: 01 XXXXX 01 TO 31 XXXXX 01
                        --------------------------------


<Table>
<Caption>
        SHIP               DURATION            ACTIVITY                PERCENT
        DATE/              DY/HR/MIN                                      OF
        TIME                                                           QUARTER
==============================================================================


<S>                       <C>                 <C>                     <C>
SHIP 1
------







SHIP 2
------







SHIP 3
------



</Table>

                                                                  Page 74 of 107


<Page>

                                   APPENDIX C7


                       ANNUAL CABLE SHIP ALLOCATION REPORT

                                      YEAR:

<Table>
<Caption>
          ACTIVITY               SHIP 1                SHIP 2              SHIP 3
                           DAYS          %        DAYS        %      DAYS          %
=======================================================================================
    <S>                  <C>            <C>     <C>           <C>   <C>           <C>
     STANDBY


     REPAIR


     etc




                          --------------------------------------------------------------
TOTAL
                          --------------------------------------------------------------
</Table>



                                                                  Page 75 of 107


<Page>



                                   APPENDIX C8

                      CONTENTS OF REPAIR COMPLETION REPORT

1.      TABLE OF CONTENTS
        The first page of the Completion Report should be the Table of Contents,
        which should refer to each of the following items:

2.      REPORT DISTRIBUTION LIST
        The distribution list should contain the name, title, company
        affiliation, mailing address, telephone/fax number and number of copies
        required for each entity receiving a copy of the Completion Report.
        Unless and until the Owner notifies the Provider otherwise, one copy of
        each Completion Report shall be provided to each of the following:-

         Mr M Rhodes                                 Mr L E Hagadorn
         Manager, Marine Activities                  Manager, Marine Maintenance
         FLAG Limited                                43 Winding Way
         Al Masaood Building (7th Floor)             Stirling, NJ 07980
         Al Maktoum Road                             USA
         PO Box 30440
         Dubai
         UAE

         Mr T Allen                                  Mr G Marle
         Charting Services Manager                   Qualtrack Limited
         Global Marine Systems Limited               Fairholme House
         East Saxon House                            Beaulieu Road
         27 Duke Street                              Marchwood
         Chelmsford                                  Southampton
         Essex CM1 1HT                               Hampshire SO40 4UQ
         UK                                          UK

3.      AUTHORISATION FOR CABLE REPAIR
        The Owner will normally send either a fax or an Email message to the
        Provider requesting the services of the Cableship. A copy of that
        message should be included here.

4.      NOTIFICATION OF COMMENCEMENT/COMPLETION
        Copies of the fax messages "Notification of Commencement of a Cableship
        Operation" and "Notification of Completion of a Cableship Operation",
        transmitted by the Provider to the Owner, should be included here.

5.      LOADING INSTRUCTIONS
        The Owner will advise what spare plant is to be loaded on the Cableship
        for the purposes of the Repair, also identifying the preferred cable
        piece(s) to be used for the repair. A copy of those instructions should
        be included here.

Note:

        The Owner's System contains cable that includes mixtures of fiber types
        that are location-specific within each repeater span. The line cable
        also has directional characteristics as identified by the fibre colour
        code. Therefore, system cable that is recovered from previous repairs
        may not always be appropriate for use in subsequent repairs. Likewise,
        the original spare stock for this system is specifically designed for
        use as spare in this system only. The Provider must take special care to
        preserve the labelling of each piece of spare cable loaded



                                                                  Page 76 of 107


<Page>

        and off-loaded. Additionally, each piece of recovered line cable that is
        placed into spare stocks after completion of the repair must be labelled
        as to where it was removed from in the Owner's System, noting section
        number and kp position (referenced to a named repeater) within the
        section. This information must be included in the repair completion
        report in order to facilitate subsequent re-use of the recovered plant.
        (See paragraph 21 of this Appendix for further requirements.)

6.      METHOD OF PROCEDURE
        A copy of the Method of Procedure, produced by the Provider and approved
        by the Owner in advance of the operation, should be included in this
        section.

7.      ROV OPERATIONS
        If an ROV was used, then either a separate ROV operations report can be
        provided, or the significant details of the ROV work can be included
        here. As a minimum requirement, the information should include the
        following:

        1.  Mobilisation details;
        2.  ROV tests performed, including test dives prior to performing
            cable work;
        3.  A list of dives performed, along with the work accomplished for
            each dive;
        4.  A list of ROV problems encountered, including a list of total
            time lost due to ROV repairs;
        5.  A diary of significant events during each dive, with videotape
            footage listings referenced to depth, navigation position of the
            ROV and cable km positions if possible. Any cable suspensions,
            visible damage, joint housings, repeaters, obstructions or
            fishing gear/anchors seen on camera should be included and
            carefully referenced;
        6.  A straight-line diagram (SLD) of the ROV
            inspection/cutting/recovery work should be provided, including
            depth and position references. Any significant events from the
            diary above should be included on the SLD;
        7.  A "highlight" videotape should be provided, showing all
            significant parts of the ROV work, with footage counter
            references as described above;
        8.  Demobilisation details;
        9.  Any other details as required by the relevant ROV Agreement or
            as requested by the relevant Maintenance Authority.

8.      SCHEDULE FOR THE REPAIR
        If the Provider produced a schedule for the operation from beginning to
        end, a copy of that schedule, together with any subsequent revisions
        thereof, should be included in this section.

9.      LIST OF CONTACT POINTS
        A list of the cable terminals and individuals receiving copies of the
        Daily Reports (and power safety messages) should be included here,
        showing name, title, company affiliation, telephone and fax numbers.

10.     COPIES OF PERMITS TO WORK
        A copy of any Operational Permit(s), required in order to undertake the
        work, should be included here.

11.     COPIES OF DAILY REPORTS AND WEATHER REPORTS
        Copies of all Daily Reports should be included here. If the ship
        received customised weather reports, these should also be included.

12.     DIARY OF SIGNIFICANT EVENTS
        A time-referenced list of all significant events, in chronological
        order, should be included here. Times in UTC are preferred, but if local
        times are used a reference to the differential from UTC should be
        included. This list should include as a minimum the following items:





                                                                  Page 77 of 107


<Page>

        1)      An outline of the operation to be undertaken, including the
                expected fault location, water depth, burial depth, cable type
                and proximity of the fault area to other cables, pipelines or
                other known sub-sea features;

        2)      Date and time the Owner's request was received;

        3)      Date and time loading starts;

        4)      Date and time loading finishes;

        5)      Date and time of sailing (note when the last line was released
                from the dock);

        6)      Average speed in transit to the repair grounds;

        7)      Date and time of arrival on the repair grounds;

        8)      Date and time of assuming power safety control;

        9)      Date and time of each grapnel run, noting gear used and
                start/stop positions;

        10)     Date and time of first end on board;

        11)     Short description of test results on first end (Details to be
                included below under "Testing Results");

        12)     Date and time of releasing the first cable buoy;

        13)     Date and time of second end on board;

        14)     Short description of test results on second end (Details to be
                included below under "Testing Results");

        15)     Short description of any damage recovered, providing best
                professional opinion on the cause of the fault;

        16)     Details of the location of the actual fault, quoting Latitude
                and Longitude in degrees, minutes and tenths of minutes. Include
                kilometre point (kp) mark positional reference if possible;

        17)     Identification of the spare cable piece selected for jointing;

        18)     Date and time of start and finish of initial splice (Jointing
                details to be included below under "Jointing Details");

        19)     Summary of test results for the initial splice (Details to be
                provided below under "Testing Results");

        20)     Details of position of "point of departure" from original
                as-laid route to repair route if appropriate (Navigation aids or
                accuracy may differ from the original lay);

        21)     Position of initial splice at start of lay;

        22)     Date and time of start of lay to buoy;

        23)     (Similar information for intermediate joints as necessary);

        24)     Details of alter-course positions;

        25)     Date and time of recovering cable buoy;

        26)     Date and time of recovery of first end;

        27)     Short description of test results (Details to be included below
                under "Testing Results");





                                                                  Page 78 of 107


<Page>

        28)     Date and time of start and finish of the final splice (Jointing
                details to be included below under "Jointing Details");

        29)     Summary of test results of the final splice (Details to be
                provided below under "Testing Results");

        30)     Date and time of commencing the pay-out of the final splice;

        31)     Date and time of relinquishing power safety control to the
                terminals;

        32)     Date and time of releasing the final splice. Note whether an
                acoustic release device was used or not, and include the
                length(s) of rope remaining attached to the final splice;

        33)     Note position and depth of the final splice joint housing, along
                with estimated orientation of the final bight on the sea-bed;

        34)     Details of position of "point of return" to original as-laid
                route from the repair route if appropriate (Navigation aids or
                accuracy may differ from the original lay);

        35)     Date and time the Cableship is released from the repair;

        36)     Include a brief summary of any information received from the
                Owner on the results of the terminal tests of the repair after
                release;

        37)     Average speed of return transit;

        38)     Date and time of returning (note when the first line is taken
                aboard from the dock);

        39)     Date and time of start and finish of off-loading;

        40)     Date and time the Cableship is finished with the repair job.

13.     TESTING RESULTS

1)      OTDR plots should be printed using an appropriate dB scale so that any
        irregularities are clearly visible in the plot. Multiple traces of the
        same fibre using different dB scales may be necessary to accomplish
        this.

2)      Each trace should contain written information identifying the fibre
        under test, and if practical a simple drawing (such as an excerpt from
        the SLD for the section) included to help locate the cable piece under
        test in the system.

3)      Each piece of spare cable should be measured with the OTDR once it is
        loaded on board the Cableship and included in the report.

4)      DC Tests will normally be confined to Insulation Resistance (IR). For
        this test, the standard will be 500 V for two minutes on spare cable,
        and 500 V for five minutes on sections of system cable over 500 km in
        length. Minimum acceptable values of IR will be defined by the Owner,
        but typically > 200 Meg-Ohms after two to five minutes is acceptable.

5)      Fusion Splice one-way OTDR loss test results should be noted where
        appropriate

6)      All appropriate test results should be included here as follows:

        o       OTDR plots for all fibres shot in both directions at the initial
                splice point, after the ferrules are applied on the spare cable
                end and on the system cable end;

        o       OTDR plots for all fibres shot in both directions at the final
                splice point, after the ferrules are applied on the laid cable
                end and on the system cable end;

        o       OTDR estimated splice losses for fibres in all joints;





                                                                  Page 79 of 107


<Page>

        o       DC IR results for the initial splice and final splice;

        o       OTDR plots for all spare cable loaded.

        o       OTDR plots for all recovered cable that will become new spare
                stock.

14.     JOINTING DETAILS
Excerpts from the Universal Jointing (UJ) Log for each joint attempted should be
included as follows:

1)      The Provider's project/repair name/number;

2)      Joint identification;

3)      Jointer's names and titles;

4)      Cable types being jointed;

5)      Time and date of start and finish of armoured cable preparation (both
        ends);

6)      Time and date of start and finish of cable end preparation (both ends);

7)      Time and date of start and finish ferrule assembly & pressing (both
        ends);

8)      Time and date of start and finish of fibre package removal (both ends);

9)      Time and date of start and finish cascade clamp assembly (both ends);

10)     Time and date of start and finish fibre splicing, including assembly of
        bobbin;

11)     Time and date of start and finish fibre wrapping & assembly of pressure
        sleeve;

12)     Time and date of start and finish system testing;

13)     Time and date of start and finish moulding, including preparation;

14)     Time and date of start and finish X-ray, including preparation;

15)     Time and date of start and finish final assembly;

16)     Time and date of start and finish system testing;

17)     Total time for joint, excluding testing;

18)     Remarks, including reasons for delays or failures, cutbacks, problems,
        etc..

15.     CHARTLET OF REPAIR AREA
        The Provider shall produce a chartlet of the repair area, pre and post
        repair, drawn to an appropriate scale to show the entire extent of the
        disturbed cable. The chartlet shall show the Latitude and Longitude of
        all significant events, using Degrees, Minutes and Tenths of Minutes.
        Northings and Eastings may be shown in addition to, but not in place of,
        Latitude and Longitude notation.

16.     RECORD OF GRAPNEL DRIVES
        All grapnel drives shall be identified on either the Chartlet (above) or
        SLD (below). The name of the drive (such as "HD-1" for Holding Drag One)
        shall be listed, and the grapnel type noted. The start and finish
        location and depth of each drive shall be noted; multiple drives at
        near-by locations may be combined, as long as the total number of drives
        is captured and reported. Include notation to indicate whether the drive
        was successful or not.

17.     STRAIGHT LINE DIAGRAMS Appropriate multiple
        SLDs shall be produced to show the section conditions before, during and
        after the repair. The SLD should contain the Latitude & Longitude and
        depth





                                                                  Page 80 of 107


<Page>

        of each joint, along with the identification of the joints and the dates
        completed. Appropriate graphics should be used to indicate repeaters,
        joint housings, buoy placement, etc. If there is any possibility of
        confusion, such as for jobs requiring more than two joints, the
        direction of lay for the repaired cable should be noted on the SLD. The
        SLD should list cable (length and type) cut out, cable (length and type)
        laid in, and new section length. Any hardware (Repeaters, Branching
        Units, Joint Housings, transitions, etc.) removed or replaced shall be
        clearly identified.

18.     BUOY CONFIGURATION
        Include a drawing of the buoy configuration as used for the repair,
        noting depth, anchor(s) and rope types and lengths.

19.     OCEAN CURRENT INFORMATION
        For DP-equipped vessels, include a sketch that indicates ocean current
        velocity and direction changes during an average 24-hour period in the
        initial splice and final splice areas.

20.     CABLE RECORDS
        If possible, a new route position list (RPL) shall be created and all
        appropriate positions, depths, cable types and alter-courses for the
        repair area included in the new RPL. Also, if possible, electrical data
        for the changed section shall be included if similar information was on
        the original RPL. The new RPL shall be in the same general format as the
        original records as supplied by the Maintenance Authority. Additional
        requirements may be identified by the Owner, such as the inclusion of
        fibre colour and fibre type identification information.

21.     RECORD OF OCEAN PLANT LOADING AND OFF-LOADING
        Attach a record that details the identification, cable type, length and
        condition of each piece of cable loaded and off-loaded. All cable shall
        be OTDR tested after loading on board the Cable Ship, and after
        off-loading from the Cable Ship, and the plots included under "Testing
        Results" as described above. Any recovered line cable that is to be
        re-used in future repairs shall be labeled on both ends as to the
        location of it's original position within the system. This label shall
        include numbers indicating the kp position from a named repeater on
        either end of the span, and shall also list the colour code for the
        fibres (also at each end) within the cable piece. The report shall also
        include the original section location and length of any pieces of cable
        which are to be scrapped, but this scrap cable need not be specifically
        labelled. Additionally, a list of UJ kits loaded, used and off-loaded
        shall be included, noting the serial numbers if available. Include lists
        of any other plant loaded and/or off-loaded. A mini-SLD of recovered
        system cable may be included if many pieces are being returned to spare
        or for scrap.

22.     COPIES OF CORRESPONDENCE
        Include copies of any significant correspondence relating to the repair.
        Such items as pre-repair correspondence with the Owner and changes in
        plans may be appropriate.

23.     PHOTOGRAPHS
        If possible, include photographs of the cable damage and of any
        significant incidents which occurred during the repair.

24.     FISHING ACTIVITY
        Include a description of any fishing activity which was observed during
        the repair operations. This should include the number of fishing vessels
        observed, the type of fishing being conducted and an indication of the
        degree of risk that the fishing activity is likely to pose for the
        Owner's Cable in general and the area of the repair in particular,
        particularly if retro-burial was planned but was not successful. Similar
        details should be included in respect of any other relevant marine
        activity, e.g., anchoring close to the line of the Owner's Cable.





                                                                  Page 81 of 107


<Page>

25.     MISCELLANEOUS
        Include any significant items not covered above.

26.     COMMENTS
        Include any helpful comments from the shipboard or cable terminal staff
        as appropriate.

27.     DIRECT MEASURES OF QUALITY
        Other information may be provided by the Provider in support of his
        performance in relation to the Direct Measures of Quality contained in
        Section F of this Specification.





                                                                  Page 82 of 107


<Page>


                                   APPENDIX C9

                          CABLE REPAIR DATA MANAGEMENT

1. CABLE CHARTING

The Provider, in conjunction with the Owner, will liaise with the Owner's
existing Charting Service provider, and employ software in a medium capable of
delivering data in a form compatible with the GeoMedia-based system used by the
Owner

2. CHROMATIC DISPERSION MANAGEMENT

2.1 In order to maintain the end-to-end Chromatic Dispersion (CD) operational
window of +/- 50 ps/nm (at system commissioning), and to limit the effects of
Four-wave mixing and other non-linear distortion factors, the Owner's System
contains cable that includes mixtures of fibre types that are location-specific
within each repeater span and within each equalisation block. The system line
cable has directional characteristics as identified by the fibre colour code.
Therefore, system cable that is recovered from previous repairs may not always
be appropriate for use in subsequent repairs in the same segment, or in other
segments of the Owner's System. Likewise, the original spare stock for the
Owner's System may be specifically designed for use as spare in only one segment
of a given system. Furthermore, whenever a certain type of fibre is removed from
a segment, it may need to be replaced with specific quantities of a mixture of
spare cable containing the proper fibre types necessary to maintain the CD map
within the system. This, along with the necessity to respect colour-coding of
the fibres, will restrict the re-use of recovered line cable from previous
repairs.

2.2 It is the responsibility of the Owner to select the proper spare cable
(containing the appropriate mixture of fibre types) to be loaded for the repair.
However, recognising that the Provider's shipboard engineers must control the
jointing process, the means to select the necessary quantities of spare cable
that will appropriately maintain the end-to-end CD operational window - the CD
Management Tool - shall also be available on board the ship. This CD Management
Tool shall be in the form of Excel-based spreadsheet macros which are attached
to the Route Position List of the Owner's System. The Provider's shipboard
engineer and the Owner's Representative will thus each have the capability to
select the correct mixture of various cable pieces that contain the appropriate
fibre types needed for the repair. The Provider shall ensure the proper
application of this tool and its co-ordination in real-time with either the
Owner's Shipboard Representative or with the FLAG Network Operations Centre.

2.3 The Provider shall also ensure that the labeling of each piece of cable
loaded and off-loaded during the repair is preserved. Additionally, the Provider
shall ensure that each piece of recovered line cable that is placed into spare
stocks after completion of the repair is labeled as to where it was removed from
in the system, noting section number and kp position (referenced to a named
repeater) within the section. The Provider shall include this information in the
Repair Completion Report (as described elsewhere in this Section of this
Specification) in order to facilitate possible subsequent re-use of the
recovered plant.

2.4 The Provider shall ensure that any recovered line cable that is to be
re-used in future repairs is labeled on both ends as to the location of its
original position within the system. This label shall include numbers indicating
the kp position from a named repeater on either end of the span, and shall also
list the colour code for the fibres (also at each end) within the cable piece.
The Provider shall also ensure that the Repair Completion Report includes
reference to the





                                                                  Page 83 of 107


<Page>

original section location and length of any pieces which it is
proposed be scrapped, though such scrap pieces need not be specifically labeled.


                               END OF APPENDIX C9









                                                                  Page 84 of 107


<Page>


                                  APPENDIX C10
                               Cable Ship Schedule

                           [To be Provided Separately]









                                                                  Page 85 of 107


<Page>


                           TECHNICAL SPECIFICATION FOR

                                 ***************

                      MARINE MAINTENANCE SERVICE AGREEMENT
                                     FOR THE
                          FLAG ATLANTIC-1 CABLE NETWORK

                       CABLE JOINTING AND TESTING SERVICES

D1 INTRODUCTION   1
D2 OVERVIEW       1
D3 JOINTING AND TESTING SERVICES TO BE PROVIDED      1


D1      INTRODUCTION

1.1     This Section defines the jointing and testing services to be provided
to the Owner by the Provider.



D2      OVERVIEW

2.1     The services provided under this Section D shall comply with the
standards proposed by the Provider and agreed by the Owner.

2.2     The Provider shall maintain the skills and expertise necessary to
provide advice upon request to the Owner on all aspects of jointing and testing
techniques applicable to the Owner's System.

2.3     The Provider shall maintain all equipment necessary to provide it with
the capabilities required under this Section D.


D3      JOINTING AND TESTING SERVICES TO BE PROVIDED

3.1     The Provider shall provide all cable jointing services, to the
applicable jointing specifications, for all types of cable used in the Owner's
System. Specifically, cable jointing services shall include, but not be limited
to:

        3.1.1 the capability of making transition joints and jointing of
        compatible cable into the Owner's System using Universal Jointing (UJ)
        technology, and if agreed by the Owner regarding their system Millennia
        Jointing (MJ) technology as applicable, either from a Cable Ship or a
        shallow-draft vessel or platform (eg., a barge) or on the beach;





                                                                  Page 86 of 107


<Page>

        3.1.2 upon receiving six months advance notice from the Owner the
        Provider will provide the capability of making joints and jointing of
        compatible cable into a branched segment of the Owner's System using
        Universal Jointing or Millennia Jointing (if MJ previously agreed)
        technology as applicable during an in-service repair from a Cable Ship
        or a shallow-draft vessel or platform (eg., a barge) or on the beach;

        3.1.3 the maintenance of a supply of jointing piece-parts and jointing
        consumables at levels approved by the Owner.

3.2     Upon a request from the Owner, the Provider shall undertake the initial
inspection of recovered faulty cable samples.

3.3     The Provider shall provide all cable testing services, to the applicable
specifications, for the Owner's System. Specifically, cable testing services
shall include, but not be limited to the capability for fault localisation
including,

        (i) DC testing (resistance and insulation) and electrical pulse-echo
        testing within a section and where technically feasible, through
        Repeaters;

        (ii) Optical Time Domain Reflectometer testing;

        (iii) cable electroding; and

        (iv) optical power testing and measurement techniques.

3.4     In addition, the Provider's Cable Ship shall, as a minimum, provide the
following when at sea on an Operation or during routine testing of Submersible
Plant:

        3.4.1 a person of sufficient seniority and qualifications to observe and
        ensure compliance with the agreed shipboard and terminal power safety
        procedures;

        3.4.2 qualified jointers who have been formally trained to perform
        jointing work on all the cable types used in the Owner's System, by a
        competent training authority. Sufficient jointers shall be provided to
        provide the relevant Cable Ship with 24-hour working capability and in
        no event shall any Cable Ship be provided with fewer than 2 qualified
        jointers.

        3.4.3 for all Repairs, a person with expertise in the use fault
        localisation and testing equipment and Power Feeding Equipment)
        available on such Cable Ship.

                                End of Section D





                                                                  Page 87 of 107


<Page>


                           TECHNICAL SPECIFICATION FOR

                                 ***************

                      MARINE MAINTENANCE SERVICE AGREEMENT
                                     FOR THE
                          FLAG ATLANTIC-1 CABLE NETWORK

                              ROV BASIC FACILITIES

E1  INTRODUCTION..............................................................1
E2  GENERAL REQUIREMENTS......................................................1
APPENDIX E1  ROV GENERIC PERFORMANCE SPECIFICATION............................3




E1      INTRODUCTION

1.1     This Section defines the basic ROV facilities required to be provided
by the Provider for provision of the Service.



E2      GENERAL REQUIREMENTS


2.1     Any ROV proposed by the Provider for use in support of the Service
shall be capable of carrying out the following tasks and meeting the following
general requirements.

        2.1.1   Initial fault localisation and inspection of cable and sea bed.

        2.1.2   Active and passive cable location, and cable tracking and burial
                depth determination

        2.1.3   Cutting of the cable, attachment of lines and recovery of cable
                ends.

        2.1.4   Inspection of repaired cable section.

        2.1.5   Cutting free ground ropes and other attachments to the cable.

        2.1.6   Burial of cables, initial and final splices.

        2.1.7   Cutting free fishing nets and other debris.

        2.1.8   Be permanently deployed aboard the Cable Ship or otherwise be
                capable of immediate mobilisation without prejudicing the
                ability of the Cable Ship to meet the mobilisation requirements
                detailed elsewhere in this Specification.





                                                                  Page 88 of 107


<Page>

        2.1.9   Work at sea on a 24-hour basis limited only by safe working
                procedures.

2.2 The performance of the ROV shall be not less than that detailed in the
generic performance specification attached as Appendix E1.


                                End of Section E

                               Appendix E1 follows






                                                                  Page 89 of 107


<Page>


                                                                     APPENDIX E1

                      ROV GENERIC PERFORMANCE SPECIFICATION


                            DEDICATED ROV PARTICULARS


------------------------------------------------------------------------------
CS Global Link                                   Pacific Scarab 1
------------------------------------------------------------------------------
CS Global Mariner                                Pacific Scarab 1
------------------------------------------------------------------------------
CS Atlantida                                     Nerus II
------------------------------------------------------------------------------
Normand Cutter                                   ST200
------------------------------------------------------------------------------
Normand Clipper                                  ST200
------------------------------------------------------------------------------






<Table>
<Caption>
--------------------------------------------------------------------------------------------------------------------------------
                                        NEREUS II                      PACIFIC SCARAB                    TRITON ST200
--------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                               <C>                            <C>
OPERATING DEPTH                           2,500m                           2,500m                           2,500m
--------------------------------------------------------------------------------------------------------------------------------
WEIGHT                                  19,100lbs                        10,500lbs                   13,800lbs w/o tracks
                                                                                                       17,000 w/ tracks
--------------------------------------------------------------------------------------------------------------------------------
MAXIMUM BOLLARD PULL                    2,200 lbs                        1,700 lbs                   2.2 kts. Flying Mode
                                                                                                      3.2 kts. w/tracks
--------------------------------------------------------------------------------------------------------------------------------
VEHICLE POWER                             200HP                            150HP                            200HP
--------------------------------------------------------------------------------------------------------------------------------
THRUSTERS                                   8                                7                                8
--------------------------------------------------------------------------------------------------------------------------------
CABLE TRACKING SYSTEM               TSS 340/350 System                Innovatum Ultra                 TSS 340/350 System
                                        Dual Track                                                        Dual Track
--------------------------------------------------------------------------------------------------------------------------------
CABLE CUTTER                   Webtool 5" wire rope cutter      Webtool 5" wire rope cutter      Webtool 5" wire rope cutter
--------------------------------------------------------------------------------------------------------------------------------
CABLE GRIPPER                 1 x Slingsby TA17 cable clamp,      Webtool w/specific jaws       1 x Slingsby TA17 cable clamp,
                                 cable diameter 15-100mm                                           cable diameter 15-100mm
                                 20,000kg max. line pull                                           20,000kg max. line pull
--------------------------------------------------------------------------------------------------------------------------------
MANIPULATORS                     2 x 7 function Schilling            2 x 7 function ISE            2 x 7 function Schilling
                                      'Conan' arms.                                                      `Orion' arms
--------------------------------------------------------------------------------------------------------------------------------
BURIAL DEPTH*                            1 meter                          1 meter                         1.5 meters
--------------------------------------------------------------------------------------------------------------------------------
CABLE CAPACITY                         Up to 400mm                      Up to 110mm                      Up to 360mm
--------------------------------------------------------------------------------------------------------------------------------
TRACKS AVAILABLE                           Yes                           Upgradable                          Yes
--------------------------------------------------------------------------------------------------------------------------------
LARS SYSTEM                               Crane                            Crane                     Telescopic `A' Frame
--------------------------------------------------------------------------------------------------------------------------------
</Table>

        *Burial depth dependant on soil conditions.



                                                                  Page 90 of 107


<Page>



                           TECHNICAL SPECIFICATION FOR

                                 ***************

                      MARINE MAINTENANCE SERVICE AGREEMENT
                                     FOR THE
                          FLAG ATLANTIC-1 CABLE NETWORK

                            PERFORMANCE REQUIREMENTS

F1 INTRODUCTION   1
F2 PERFORMANCE REQUIREMENTS         1
F3 PERIODIC REVIEW         3
APPENDIX F1 DIRECT MEASURES OF QUALITY      1



F1      INTRODUCTION

1.1     This Section defines the general performance requirements which the
Provider will be expected to meet in the course of providing the Services. The
associated Direct Measures of Quality (DMOQs) will form the basis upon which the
Provider will be judged and upon which performance repayments - called "Credits"
- will become payable by the Provider.



F2      PERFORMANCE REQUIREMENTS

2.1     The Direct Measures of Quality against which the Provider's performance
of the Services shall be judged are detailed in Appendix F1 of this
Specification.

Failure to meet the Direct Measures of Quality

2.2     In the event that the compliance criterion in respect of a Direct
        Measure of Quality as defined in Appendix F1 is not met, the Provider
        shall:-

        2.2.1   provide the Owner with a Miss Report in accordance with Section
                C of this Specification;

        2.2.2   initiate appropriate corrective actions as necessary to ensure
                future achievement of the Direct Measure of Quality;

        2.2.3   provide the Owner with a Corrective Action Report in accordance
                with Section C of this Specification;

        2.2.4   record a Credit of the relevant amount shown in Appendix F1.




                                                                  Page 91 of 107


<Page>

2.3     Notwithstanding the foregoing, the maximum yearly aggregate of the
        Credits assessed against the Provider on any Performance Reconciliation
        Date shall not exceed six percent (6%) of the Annual Fee for the
        relevant Contract Year (the "Credit Cap").

2.4     Missed DMOQ due to Force Majeure Events will not be assessed Credits as
        described in Section F2 (2.2.4) and shall not be considered for the
        determination of Credit nor for the purposes of a termination under
        Sub-Article 8(B).


BETTERING THE DIRECT MEASURES OF QUALITY

2.5     In the event that a Direct Measure of Quality is bettered sufficiently
        to satisfy the relevant Betterment Criterion defined in Appendix F1, the
        Provider shall:

        2.5.1   provide the Owner with a Betterment Report in accordance with
                Section C of this Specification;

        2.5.2   record a credit offset ("Credit Offset") equal to the amount of
                the relevant Credit shown in Appendix F1.

        2.5.3   Notwithstanding the foregoing, the maximum yearly aggregate
                Credit Offset credited to the Provider on any Performance
                Reconciliation Date shall not exceed the Credits accrued as of
                such Performance Reconciliation Date ("Credit Offset Cap").

PERFORMANCE RECONCILIATION

2.6     At each anniversary of the first day of the Initial Term (or, as
        applicable, following termination of this Agreement) (the "Performance
        Reconciliation Date"), the Credits and Credit Offsets described in the
        foregoing paragraphs and relevant to the preceding 12 (twelve) months
        shall be reconciled, and there shall be either:

        2.6.1   if the Credit exceeds the Credit Offset, a decrease in the
                Owner's next quarterly payment of the Annual Fee due following
                the Performance Reconciliation Date corresponding to the excess
                of the Credit over the Credit Offset, or

        2.6.2   if the Credit Offset equals or exceeds the Credit, no change in
                the amount of said quarterly payment.

2.7     The Provider shall provide the Owner with a Performance Reconciliation
        Summary Report in accordance with Section C of this Specification.

2.8     Any payment due (by either Party) following termination of this
        Agreement shall be calculated and payable within ninety (90) days of the
        date of termination.

OWNER'S WAIVER

2.9     The Owner shall have the right, in respect of a specific Operation, to
        waive any or all of the Direct Measures of Quality detailed in Appendix
        F1 in relation to that Operation. In the event that the Owner does
        exercise such right of waiver, those Direct Measures of Quality so
        waived shall not be recorded for the purpose of determining the
        Provider's overall




                                                                  Page 92 of 107


<Page>

        performance relating to the period during which such right of waiver was
        exercised. Any exercise of such right of waiver shall apply only to the
        Operation concerned. Such waiver shall not be applied to deny the
        Provider the ability to obtain a Credit Offset.

F3      PERIODIC REVIEW

3.1     Following the provision by the Provider of a Performance Reconciliation
        Summary Report in accordance with Section C of this Specification, the
        Provider shall, if so requested by the Owner, participate in a review of
        the performance achieved by the Provider in respect of the Direct
        Measures of Quality.

3.2     Such reviews shall have regard to whether the Provider's performance and
        other factors which may have changed subsequent to the Direct Measures
        of Quality being set together provide justification for modifying the
        Direct Measures of Quality. Any such modification shall require the
        agreement of the Provider and the Owner.

                                End of Section F
                               Appendix F1 follows






                                                                  Page 93 of 107


<Page>


<Table>
<Caption>

                                                                     APPENDIX F1

                       DIRECT MEASURES OF QUALITY (DMOQS)
---------------------------------------------------------------------------

 DMOQ         CATEGORY            OBJECTIVE              COMPLIANCE
  NO.                               LEVEL                CRITERION
---------------------------------------------------------------------------
<S>     <C>                  <C>                 <C>
   1     Time to mobilize     [*] Hours from      No time for a single
         Cable Ship and       receipt of Owner    occurrence exceeds [*]
         sail for a Repair    notification        hours except when
         Operation                                vessel is already
                                                  undertaking a repair
                                                  on a Covered System
---------------------------------------------------------------------------
   2     Transit Time         Average speed       At objective level
         Sea Buoy [pilotage   from Sea Buoy to
         excluded] to         repair site
         Repair Site only;    greater than or
         return transit       equal to [*]
         only if not an       knots
         Included Repair.
---------------------------------------------------------------------------
   3     Time at Repair       [*] Days for        At objective level
         site till final      repairs in depths
         splice completed*    less than 1000
                              meters
                              [*] Days for
                              repairs in depths
                              greater than 1000
                              meters
---------------------------------------------------------------------------


<Caption>


-------------------------------------------------------------------------------

 DMOQ       BETTERMENT                  CREDIT                CREDIT OFFSET
  NO.       CRITERION
-------------------------------------------------------------------------------
<S>     <C>                         <C>                     <C>
   1     Any mobilization            US$[*] for any Miss     US$[*] for any
         completed in less than      in a year               betterment in a
         [*] hours.                                          year

-------------------------------------------------------------------------------
   2     Any transit where average   US$[*] for any Miss     US$[*] for any
         speed is equal to or        in a year               betterment in
         greater than [*] knots                              a year

-------------------------------------------------------------------------------
   3     -   better than             -   US$[*] for          -   US$[*] for any
             objective level             first Miss in           betterment
                                         any year;               in any year
                                     -   US$[*] for
                                         second and
                                         subsequent
                                         Misses in any
                                         year.
-------------------------------------------------------------------------------
</Table>



---------------------------
* Confidential treatment has been requested from the Securities and Exchange
  Commission. Omitted portions.


                                                                  Page 94 of 107


<Page>


<Table>
<Caption>
-------------------------------------------------------------------------------

     DMOQ             CATEGORY            OBJECTIVE              COMPLIANCE
      NO.                                   LEVEL                CRITERION
-------------------------------------------------------------------------------
<S>             <C>                  <C>                 <C>
4                ROV Availability     [*] hours per [*]   As Objective Level
                                      hours operation     e.g. ratio of
                                      to be accumulated   operational time to
                                      over the relevant   (operational time +
                                      periods of a        down time) > = [*]
                                      repair
-------------------------------------------------------------------------------
5                Time to issue        [*] month from      As Objective Level
                 completion report    completion of the
                 after the Repair     Repair
                 Operation
-------------------------------------------------------------------------------


<Caption>
--------------------------------------------------------------------------------------

DMOQ               BETTERMENT                  CREDIT                CREDIT OFFSET
 NO.               CRITERION
--------------------------------------------------------------------------------------
<S>             <C>                        <C>                  <C>
4                -  Better than [*]         US$[*] for           US$[*] for any
                    hours per [*] hours     any Miss in a year   betterment in a year
                    operation to be
                    accumulated over the
                    relevant periods of
                    a repair
--------------------------------------------------------------------------------------
5                     N/A              US$[*] per Miss         -        N/A



--------------------------------------------------------------------------------------
</Table>


DIRECT MEASURE OF QUALITY DEFINITIONS

The following definitions are only for use with the DMOQs, and do not apply to
the rest of the Agreement unless specifically defined in Article 1

        AVERAGE TRANSIT SPEED means the average sailed speed calculated from the
        time of the vessel leaving the Sea Buoy to arrival at repair location
        for each repair operation
        DAY means any day of the week.
        MISS means a performance not meeting the compliance criterion of a DMOQ.
        ROV AVAILABILITY means the ratio of ROV operational time to ROV
        (operational time + down time) accumulated over an Operation.
        TIME TO MOBILIZE MAINTENANCE VESSEL READY TO SAIL FOR A REPAIR OPERATION
        means the time measured from the time the Provider is notified by the
        Owner of the requirement for a repair to the time the Cable Ship departs
        its berth; or if delayed for a reason outside the control of the
        Provider, the time the Cable Ship's Master and Engineer in Charge
        certify that the Cable Ship is in all respects ready to sail for an
        Operation.
        TIME AT REPAIR SITE* means the time measured from the time the Provider
        arrives at the repair site to the completion of the final splice and
        return of Power Control to the cable stations. This assumes a repair
        with two splices, an initial splice and a final splice. An additional
        [*] days shall be allowed for each additional splice necessary to
        complete the repair, however this additional time shall not apply in the
        case that the same splice has to be performed more than once (i.e.
        splice cut out and re-done). Excludes any testing time from the
        terminals on any splice and post repair burial of cables.
        WEEK means a calendar week
        YEAR means a Contract Year.

---------------------------
* Confidential treatment has been requested from the Securities and Exchange
  Commission. Omitted portions.


                                                                  Page 95 of 107
<Page>


Note: DMOQs will  not apply in any of the following situations:

o       When specifically waived in writing by the Owner.
o       For shallow water repairs requiring the use of specialized vessels and
        equipment, and / or landing a new shore end. (DMOQ's 1,3,&4)
o       Non-issuance or delayed issuance of Marine Operations Permits that have
        been properly and timely applied for.
o       DMOQ No. 3 for In Service Repairs
o       When the repair is subject to scheduling input or other control from
        fishermen, government agencies, or other Person that may have
        jurisdiction at the Operation site; and such influence from a Person
        reasonably affects the Provider's ability to meet the DMOQ. (DMOQ No.3
        only).
o       DMOQ No. 1 when specialized equipment or vessels are required to be
        mobilized for a repair involving the recovery and burial of cable buried
        to greater than 1.5 meters.
o       As otherwise expressly provided in this Agreement.

Note:  The DMOQ targets shall be extended for any of the following situations:

o       An extension of DMOQ No. 3 shall be granted for delays in cable cutting
        and recovery operations in areas where the Owner's System is buried to a
        depth of greater than 1.5 meters. Such extension shall be equal to the
        time actually spent in the cable cutting and recovery operation,
        including ROV time, grapnel runs, etc.
o       An extension of DMOQ No. 3 will be allowed for delays due to
        inaccuracies of the reported fault location. Such extension shall be
        equal to the time spent from the discovery of the inaccuracy of the
        fault location until the fault is recovered aboard the Cable Ship. This
        extension shall not apply if the estimated fault location is within plus
        or minus two kilometers of the actual fault and within the same span.
o       An extension of DMOQ No. 1 shall be allowed for loading spare cable if
        necessary, contingent on satisfying the following conditions: (1)
        loading operations commence within 10 hours of the time notified to
        mobilize for an Operation, and (2) loading rates for armored and
        unarmored cables average 1.5 & 3.5 Km per hour respectively.
o       An extension for DMOQ No. 2 shall be allowed for weather and sea
        conditions above Beaufort Force 6 and Sea State 5.
o       As otherwise expressly provided in this Agreement.



                                                                  Page 96 of 107


<Page>



                           TECHNICAL SPECIFICATION FOR

                                 ***************

                      MARINE MAINTENANCE SERVICE AGREEMENT
                                     FOR THE
                          FLAG ATLANTIC-1 CABLE NETWORK

                                QUALITY ASSURANCE

G1 INTRODUCTION   1
G2 APPLICATION    1
G3 TERMS AND DEFINITIONS   1
G4 QUALITY ASSURANCE REQUIREMENTS   1


G1      INTRODUCTION

1       This section explains the Provider's quality assurance processes for the
provision of certain of the Services.

G2      APPLICATION

2       This Section G shall apply to the Provider's services supplied under the
Agreement.

G3      TERMS AND DEFINITIONS

3       Terms pertinent to quality assurance in general appear in ISO 8402: 1994
(Quality Management and Quality Assurance Vocabulary) and Appendix A2 of Section
A of this Specification.

G4      QUALITY ASSURANCE REQUIREMENTS

4.1     The Provider shall provide the Services in such a manner that it in all
material respects conforms to the Agreement. In doing so Provider shall:

        4.1.1   At all times be responsible for the compliance of all applicable
                Services supplied under the Agreement with the Provider's
                quality processes.

        4.1.2   Maintain ISO 9001:1994 or equivalent certification and
                participate in QUALTRAK performance reporting in respect of
                jointing services.

        4.1.3   Provide reasonable access to the Owner's premises, including
                ships, where the requirements of the Agreement are being
                discharged for the purpose of inspection. Information relevant
                to the Agreement shall be made accessible. The Owner shall
                endeavor to give at least ten (10) working days notice before
                any such visit. Such visits shall be limited to twice annually.
                Additional visits will be allowed in the case where a corrective
                action was implemented due to the failure to meet a DMOQ.

        4.1.4   Provide copies of high-level process flows and narratives, and
                subsequent amendments, related to the provision of the Services.
                Such copies shall be subject to the Non-disclosure Agreement
                between the parties. The Provider reserves the right to provide
                access to view any portions of these documents they deem
                sensitive, and are not required to provide copies of those
                portions.


                                                                  Page 97 of 107

<Page>

                                End of Section G


                                                                  Page 98 of 107

<Page>

[LOGO] TYCOM(TM)
                                                                  CS GLOBAL LINK


                        TECHNICAL SPECIFICATION SECTION H
                        CABLE SHIP AND ROV SPECIFICATIONS



<Table>
<Caption>
     GENERAL
       <S>                                       <C>
        Flag:                                     United States
        Year Built:                               1990
        Range:                                    10,000 nautical miles or 60 days
        Accommodations:                           138 personnel
        Service Speed:                            15 knots
        Length Overall:                           145.66 m (477.89 ft)
        Length between Perpendiculars:            130.88 m (429.40 ft)
        Molded Beam:                              21.6 m (70.87 ft)
        Depth:                                    11.3 m (37.07 ft)
        Design Draft:                             8.08 m (26.51 ft)
        Displacement:                             16,375 MT (16,118 LT)
        Net Registered Tonnage:                   3,960
        Gross Registered Tonnage                  13,201
        Deadweight:                               7,900 MT (7,770 LT)
        Classifications: (USCG)                   Unrestricted Ocean Service
                         (ABS)                    +A 1 (E), + AMS, +ACCU

     PROPULSION & MANEUVERING EQUIPMENT
        Type:                                     Diesel Electric
        Main Engines:                             3 x Wartsila VASA 12V32D 5,950 BHP
        Main Propulsion Motors:                   2 x General Electric 4,700 BHP,
                                                  Geared to one centerline shaft
        Main Propeller:                           1 x Fixed Pitch, 3.8m (12.5 ft) Diameter
        Bow Thruster:                             2 x 1970 HP Tunnel, CP Propellers
        Stern Thruster:                           2 x 1750 HP Azthmuthing, FP Propellers
        Steering Gear:                            1 x Electro-Hydraulic Rotary Vane
        Dynamic Positioning:                      Simrad SDP 21

     GENERATORS
        Main Propulsion:                          3 x 3,750 kW
        Auxiliary:                                2 x 900 kW
        Emergency:                                1 x 300 kW

     CAPACITIES
        Cable Tanks, Main                         3 x 1,086 cubic meters (38,400 cubic ft) each
        Cable Tanks, Auxiliary                    4 x 41 cubic meters (1,450 ft) each
        Cable Deadweight                          6,098 MT (6,000 LT)
        Fresh Water:                              439 MT (432 LT)
        Fuel Oil:                                 1,908 MT (1,878 LT)
        SW Ballast:                               3,724 MT (3,665 LT)

     CABLE HANDLING EQUIPMENT
        Stern Linear Cable Engine:                1 x Bell Labs/Western Gear Tractor  type
        Bow Drum Cable Engine:                    2 x Dowty 3.7 m (12 ft) diam., 1.1 m (3.5 ft) drum
                                                  width with fleeting ring & knives
        Dynamometers:                             3 x WAMAC Roller Type
        Draw Off / Hold Back:                     2 x Caley tracked type
        Bow Sheaves                               2 x 3 m (10 ft) diam.
</Table>



                                                                  Page 99 of 107


<Page>

[LOGO] TYCOM(TM)
                                                               CS GLOBAL MARINER



<Table>
<Caption>
     GENERAL
       <S>                                       <C>
        Flag:                                     United States
        Year Built:                               1993
        Range:                                    10,000 nautical miles or 60 days
        Accommodations:                           94 personnel
        Service Speed:                            13.8 knots
        Length Overall:                           151.541m  (497' 03.2")
        Length between Perpendiculars:            130.747m (428' 11.5")
        Molded Beam:                              21.6 m (70.87 ft)
        Depth:                                    11.3 m (37.07 ft)
        Design Draft:                             7.8 m (25' 07.1")
        Displacement:                             15,638 MT (15390 LT)
        Net Registered Tonnage:                   3,755
        Gross Registered Tonnage                  12,518
        Deadweight:                               8396 MT (8,264 LT)
        Classifications: (USCG)                   Unrestricted Ocean Service
                                 (ABS)            +A 1 (E), + AMS, +ACCU

     PROPULSION & MANEUVERING EQUIPMENT
        Type:                                     Diesel Electric
        Main Engines:                             3 x 9R23D Wartsila, 2900 kW each
        Bow Thruster:                             2 x 1970 HP Tunnel, CP Propellers
        Stern Thruster:                           2 x 4155HP Azthmuthing, CP Propellers
        Dynamic Positioning:                      Simrad SDP 21

     GENERATORS
        Main Propulsion:                          3 x 3,750 kW
        Auxiliary:                                2 x 900 kW
        Emergency:                                1 x 300 kW



     CAPACITIES
        Cable Tanks, Main                         2 x 1,086 cubic meters (38,400 cubic ft) each
        Cable Tanks, Auxiliary                    2 x 41 cubic meters (1,450 cubic ft) each
                                                  1 X 364.7 cubic meters (12,880 cubic feet)
        Cable Deadweight                          4999 MT (4920 LT)
        Fresh Water:                              464 MT (457 LT)
        Fuel Oil:                                 1,845 MT (1,816LT)
        SW Ballast:                               3,724 MT (3,665 LT)

     CABLE HANDLING EQUIPMENT
        Stern Linear Cable Engine:                1 x Dowty 21 Pair rubber tire
        Bow Drum Cable Engine:                    2 x Dowty 3.5 m (11.5 ft) diam., 1.0 m (3.28 ft)
                                                  drum width with fleeting ring & knives
        Dynamometers:                             3 x WAMAC Roller Type
        Draw Off / Hold Back:                     2 x Caley tracked type
        Bow Sheaves                               2 x 3 m (10 ft) diameter.
</Table>




                                                                 Page 100 of 107


<Page>




                                                                    BC ATLANTIDA

[LOGO] TYCOM(TM)




<Table>
<Caption>
     GENERAL
       <S>                                       <C>
        Flag:                                     Spain
        Year Built:                               1987
        Range:                                    6,800 Nautical Miles
        Accommodations:                           55
        Service Speed:                            15 knots
        Length Overall:                           114m
        Length between Perpendiculars:            99.0 m
        Molded Beam:                              18.5m
        Depth:                                    11.8 m
        Design Draft:                             6.5m
        Displacement:                             7,854 MT
        Net Registered Tonnage:                   2,212 ton
        Gross Registered Tonnage                  7,374 tons
        Deadweight:                               3,800 tonnes
        Classifications: (Bureauveritas)          +I 3/3 Espaecial Service / Cable Layer Ice
                                                  3 Aut - Port, Deep Sea, RMC-V

     PROPULSION & MANEUVERING EQUIPMENT
        Type:                                     2 x FPP. 4 Blades Electrically Driven
        Main Engines:                             3 x 1760 KW SULZER
        Bow Thruster:                             1 Aczimutal Set Pump 825 KW
        Stern Thruster:                           1 Tunnel Thurster CPP Propeller 550 KW
        Dynamic Positioning:                      SIMRAD ADP 701

     GENERATORS
        Main Propulsion:                          3 x SIEMENS 1700 KW
        Auxiliary:                                21 x SIEMENS 730 KW
        Emergency:                                1 x 177 KW



     CAPACITIES
        Cable Tanks, Main                         1500 cubic m
        Cable Tanks, Auxiliary                    120 cubic m
        Cable Deadweight                          2547 ton
        Fresh Water:                              325 cubic m
        Fuel Oil:                                 670 cubic m DIESEL OIL
        SW Ballast:                               1326 cubic m

     CABLE HANDLING EQUIPMENT
        Stern Linear Cable Engine:                1 x 10 ton. DOWTY 12 Pair Wheel
        Bow Drum Cable Engine:                    2 x 3.5 m diam. 40 ton
        Dynamometers:                             2 ( 0-10 ton; 0-40 ton )
        Draw Off / Hold Back:                     2 ( 2 ton; 4 ton ) DOWTY.
        Bow Sheaves                               2
</Table>




                                                                 Page 101 of 107


<Page>


                                                                  NORMAND CUTTER
[LOGO]TYCOM(TM)
[LOGO]SOLSTAD SHIPPING A/S



<Table>
<Caption>
     GENERAL
       <S>                                       <C>
        Flag:                                     Norway
        Year Built:                               2001
        Range:                                    6,000 nautical miles or 40 days
        Accommodations:                           70 personnel
        Service Speed:                            15.8 knots
        Length Overall:                           127.50 m
        Length between Perpendiculars:            112.20 m
        Molded Beam:                              23.40 m
        Depth:                                    12.00 m
        Design Draft:                             7.20 m
        Displacement:
        Net Registered Tonnage:
        Gross Registered Tonnage                  12,101 GT
        Deadweight:                               7,200 MT

     PROPULSION & MANEUVERING EQUIPMENT
        Type:                                     Diesel Electric
        Main Engines:                             4 x 5,000 kVA generator sets.  3300/6600V at 60Hz
                                                  600/720rpm.
        Main Propulsion Motors:                   2 x 5,300 BHP (3900kW) AC, asynchronous, water-cooled.
        Main Propeller:                           2 x Fixed Pitch, 4.0m Diameter
        Forward Thrusters:                        2 x 2000 BHP Tunnel
                                                  1 x 2000 BHP Retr. Azimuth
        Aft Thrusters:                            2 x 1600 BHP Tunnel
        Steering:                                 2 spade flap rudders.
                                                  2 steering gears for parallel and split running.
        Dynamic Positioning:                      Fully redundant dua computer DP/tracking system (DP-class
                                                  II)

     GENERATORS
        Main Propulsion:                          4 x 5,000 kW
        Auxiliary:                                1 x 1250 kW
        Emergency:                                1 x 175 kW

     CAPACITIES
        Cable Tanks, Main                         2 x 1,560 cubic meters each
        Cable Tanks, Auxiliary                    2 x 120 cubic meters each
        Cable Deadweight                          6,000 LT
        Fresh Water:                              700 cubic meters
        Fuel Oil:                                 3000 cubic meters
        SW Ballast:                               4200 cubic meters

     CABLE HANDLING EQUIPMENT
        Cable Engines:                            1 x 20t Stern Linear
                                                  1 x 25-30t Stern Drum
        Draw Off / Hold Back:                     1 x 6t winch
        Stern Sheaves                             2
</Table>


                                                                 Page 102 of 107


<Page>


                                                                 NORMAND CLIPPER
[LOGO]TYCOM(TM)
[LOGO]SOLSTAD SHIPPING A/S



<Table>
<Caption>
     GENERAL
       <S>                                       <C>
        Flag:                                     Norway
        Year Built:                               2001
        Range:                                    6,000 nautical miles or 40 days
        Accommodations:                           70 personnel
        Service Speed:                            15.8 knots
        Length Overall:                           127.50 m
        Length between Perpendiculars:            112.20 m
        Molded Beam:                              23.40 m
        Depth:                                    12.00 m
        Design Draft:                             7.20 m
        Displacement:
        Net Registered Tonnage:
        Gross Registered Tonnage                  12,101 GT
        Deadweight:                               7,200 MT

     PROPULSION & MANEUVERING EQUIPMENT
        Type:                                     Diesel Electric
        Main Engines:                             4 x 5,000 kVA generator sets.  3300/6600V at 60Hz
                                                  600/720rpm.
        Main Propulsion Motors:                   2 x 5,300 BHP (3900kW) AC, asynchronous, water-cooled.
        Main Propeller:                           2 x Fixed Pitch, 4.0m Diameter
        Forward Thrusters:                        2 x 2000 BHP Tunnel
                                                  1 x 2000 BHP Retr. Azimuth
        Aft Thrusters:                            2 x 1600 BHP Tunnel
        Steering:                                 2 spade flap rudders.
                                                  2 steering gears for parallel and split running.
        Dynamic Positioning:                      Fully redundant dua computer DP/tracking system (DP-class
                                                  II)

     GENERATORS
        Main Propulsion:                          4 x 5,000 kW
        Auxiliary:                                1 x 1250 kW
        Emergency:                                1 x 175 kW

     CAPACITIES
        Cable Tanks, Main                         2 x 1,560 cubic meters each
        Cable Tanks, Auxiliary                    2 x 120 cubic meters each
        Cable Deadweight                          6,000 LT
        Fresh Water:                              700 cubic meters
        Fuel Oil:                                 3000 cubic meters
        SW Ballast:                               4200 cubic meters

     CABLE HANDLING EQUIPMENT
        Cable Engines:                            2 x 25-30t Stern Drum
        Draw Off / Hold Back:                     1 x 6t winch
        Stern Sheaves                             2
</Table>


                                                                 Page 103 of 107


<Page>



                            DEDICATED ROV PARTICULARS


-----------------------------------------------------------------------------
CS Global Link                               Pacific Scarab 1
-----------------------------------------------------------------------------
CS Global Mariner                            Pacific Scarab 1
-----------------------------------------------------------------------------
CS Atlantida                                 Nerus II
-----------------------------------------------------------------------------
Normand Cutter                               ST200
-----------------------------------------------------------------------------
Normand Clipper                              ST200
-----------------------------------------------------------------------------






<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------------------------
                                         NEREUS II                      PACIFIC SCARAB                    TRITON ST200
---------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                              <C>                            <C>
OPERATING DEPTH                            2,500m                           2,500m                           2,500m
---------------------------------------------------------------------------------------------------------------------------------
WEIGHT                                   19,100lbs                        10,500lbs                   13,800lbs w/o tracks
                                                                                                        17,000 w/ tracks
---------------------------------------------------------------------------------------------------------------------------------
MAXIMUM BOLLARD PULL                     2,200 lbs                        1,700 lbs                   2.2 kts. Flying Mode
                                                                                                       3.2 kts. w/tracks
---------------------------------------------------------------------------------------------------------------------------------
VEHICLE POWER                              200HP                            150HP                            200HP
---------------------------------------------------------------------------------------------------------------------------------
THRUSTERS                                    8                                7                                8
---------------------------------------------------------------------------------------------------------------------------------
CABLE TRACKING SYSTEM                TSS 340/350 System                Innovatum Ultra                 TSS 340/350 System
                                         Dual Track                                                        Dual Track
---------------------------------------------------------------------------------------------------------------------------------
CABLE CUTTER                    Webtool 5" wire rope cutter      Webtool 5" wire rope cutter      Webtool 5" wire rope cutter
---------------------------------------------------------------------------------------------------------------------------------
CABLE GRIPPER                  1 x Slingsby TA17 cable clamp,      Webtool w/specific jaws       1 x Slingsby TA17 cable clamp,
                                  cable diameter 15-100mm                                           cable diameter 15-100mm
                                  20,000kg max. line pull                                           20,000kg max. line pull
---------------------------------------------------------------------------------------------------------------------------------
MANIPULATORS                      2 x 7 function Schilling            2 x 7 function ISE            2 x 7 function Schilling
                                       'Conan' arms.                                                      `Orion' arms
---------------------------------------------------------------------------------------------------------------------------------
BURIAL DEPTH                              1 meter                          1 meter                         1.5 meters
---------------------------------------------------------------------------------------------------------------------------------
CABLE CAPACITY                          Up to 400mm                      Up to 110mm                      Up to 360mm
---------------------------------------------------------------------------------------------------------------------------------
TRACKS AVAILABLE                            Yes                           Upgradable                          Yes
---------------------------------------------------------------------------------------------------------------------------------
LARS SYSTEM                                Crane                            Crane                     Telescopic `A' Frame
---------------------------------------------------------------------------------------------------------------------------------
</Table>

                                End of Section H





                                                                 Page 104 of 107


<Page>



                                ANNEX E Section I
                        BEAUFORT WIND SCALE AND SEA STATE

                           [To be Provided Separately]











                                                                 Page 105 of 107


<Page>


                                                                         ANNEX F

                                  FEE SCHEDULE


F1      SEAHORSE Atlantic Fee Schedule

1.1     The Annual Fee for the FLAG Atlantic-1 system is as follows:

--------------------------------------------------------------------
Contract Year 1                 US$ [*]
--------------------------------------------------------------------
Contract Year 2                 US$ [*]
--------------------------------------------------------------------
Contract Year 3                 US$ [*]
--------------------------------------------------------------------
Contract Year 4                 US$ [*]
--------------------------------------------------------------------
Contract Year 5                 US$ [*]
--------------------------------------------------------------------


        1.1.1   Coverage of additional segments as described in Annex B (F), and
                agreed by the Parties, shall increase the Annual Fee by US$[*]
                per kilometer added in the segments, unless otherwise agreed.

1.2     FLAG Atlantic-1 will be entitled to a maximum of [*] ([*]) Included
        Repairs per Contract Year. This includes repairs to the Shallow Water
        Plant.

1.3     The fee for the first Quarter of the first Contract Year of the
        Agreement (taking into account any pro rata adjustment per Sub-Article
        6A) and last Quarter of the last Contract Year, shall be prorated in
        accordance with the actual number of days in such Quarter included in
        the Initial Term.

1.4     The Annual Fee set forth above includes an annual [*] percent ([*]%)
        increase after the first year.

1.5     The fee for the fourth Quarter of the first Contract Year of the
        Agreement will be reduced by an amount equal to the Down Payment.

1.6     The Repair Rate (for each repair exceeding the included amount) shall be
        $[*] per day. The Repair Rate shall be inclusive of Mobilization,
        Demobilization, Transit and Unworkable Weather days.

1.7     The costs of Shallow Water Plant repairs (for each such repair exceeding
        the amount of Included Repairs) will be billed to the Owner as Flow
        Through Expense. This includes the cost of any shallow water platforms,
        Deep Burial tools, and civil works seaward of the Beach Manhole.

1.8     The vessel rate during a warranty repair shall be $[*] per day plus
        reasonable expenses for shipping and handling of materials and equipment
        actually incurred in the performance of such warranty repair. Such
        expenses shall be reported by the Provider to the Owner within a
        reasonable time after completion of the warranty repair. The Owner at
        its option may choose to include the repair as an Included Repair or
        reimburse the Provider in accordance with this paragraph. The




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* Confidential treatment has been requested from the Securities and Exchange
  Commission. Omitted portions.


                                                                 Page 106 of 107


<Page>


        Owner shall provide the Provider notice of its intention to include or
        not include the warranty repair within the Included Repair within 15
        days of determination of the validity of the Warranty Claim.

1.9     The Daily Rate (for Related Maintenance) for Ship and ROV shall be $[*]
        per day. The Daily Rate shall be inclusive of Mobilization,
        Demobilization, Transit and Unworkable Weather days.

F2      FLOW THROUGH EXPENSE

2.1     The Fees above do not include the following expenses, which the Owner
        shall pay as Flow-Through Expenses:

[*]


END OF DOCUMENT







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* Confidential treatment has been requested from the Securities and Exchange
  Commission. Omitted portions.


                                                                 Page 107 of 107