<PAGE>
                                                                   EXHIBIT 4.121

                                                          CONFIDENTIAL TREATMENT

                                            REQUESTED BY MARCONI CORPORATION PLC





DATED:                                                               23 MAY 2003


(1)      CSC INTERNATIONAL SYSTEMS MANAGEMENT INC.

(2)      MARCONI CORPORATION PLC

(3)      MARCONI COMMUNICATIONS LIMITED



          MASTER AGREEMENT FOR THE PROVISION OF IT AND PROJECT SERVICES

                        STRICTLY PRIVATE AND CONFIDENTIAL

                          MAYER, BROWN, ROWE & MAW LLP
                                11 Pilgrim Street
                                 London EC4V 6RW

                               Tel: 0207-248 4282
                               Fax: 0207-248 2009
                            Ref: 764/965/30745.00009

IN THIS EXHIBIT, THE NOTATION "[***]" (OR OTHER SIMILAR NOTATION) INDICATES THAT
CONFIDENTIAL MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. THE MATERIAL SO OMITTED HAS BEEN FILED SEPARATELY WITH THE SEC.


<PAGE>
                                    CONTENTS
<TABLE>
<CAPTION>
CLAUSE            SUBJECT MATTER                                                                      PAGE
<S>               <C>                                                                                 <C>
  1.              Definitions and Interpretation                                                         1
  2.              Scope and Duration                                                                    13
  3.              Performance                                                                           22
  4.              Charges and Deferred Contract Premium Payments                                        34
  5.              Validation of Information                                                             39
  6.              Technology Refreshment                                                                44
  7.              Continuous Improvement                                                                44
  8.              Benchmarking                                                                          44
  9.              Governance                                                                            45
  10.             Marconi Software and Assets                                                           45
  11.             Grant of Licences                                                                     46
  12.             Property and Personnel                                                                48
  13.             Termination                                                                           48
  14.             Consequences of Termination or Expiry                                                 50
  15.             Representations and Warranties                                                        56
  16.             Confidentiality                                                                       57
  17.             Data Protection                                                                       59
  18.             Intellectual Property                                                                 61
  19.             Liability And Insurance                                                               65
  20.             Force Majeure                                                                         68
  21.             Alterations in the Marconi Group                                                      69
  22.             No Commissions, etc                                                                   71
  23.             Third Party Beneficiaries                                                             72
  24.             Indemnification Procedure                                                             73
  25.             Assignment and Sub-Contracting                                                        74
  26.             Dispute Resolution                                                                    77
  27.             Expert's Decision                                                                     78
  28.             Arbitration                                                                           79
  29.             Entire Agreement                                                                      80
  30.             Notices                                                                               81
  31.             No Partnership etc.                                                                   82
  32.             Amendments, Waivers & Rights Cumulative                                               82
  33.             Severability                                                                          83
  34.             Costs                                                                                 83
  35.             Counterparts                                                                          83
  36.             Announcements                                                                         83
  37.             Governing Law and Jurisdiction                                                        84
  38.             Further Assurance                                                                     84
  39.             Duty to Mitigate                                                                      84
  40.             Euro                                                                                  84
</TABLE>
<PAGE>
                                    SCHEDULES

Schedule 1  - Service Level Agreement
Schedule 2  - Not Used
Schedule 3  - List of Standards and Policies
Schedule 4  - Charges
Schedule 5  - Service Credits
Schedule 6  - Project Initiation Procedure
Schedule 7  - Project Terms
Schedule 8  - Not Used
Schedule 9  - Change Control
Schedule 10 - Personnel
Schedule 11 - Property
Schedule 12 - Audit
Schedule 13 - Termination Compensation
Schedule 14 - Exit Management
Schedule 15 - The Budget
Schedule 16 - Form of Country Agreement
Schedule 17 - Technology Refresh
Schedule 18 - Continuous Improvement
Schedule 19 - Benchmarking
Schedule 20 - Governance
Schedule 21 - Approved Sub-Contractors
Schedule 22 - Assumptions & Dependencies
Schedule 23 - Form of Guarantees

                                    EXHIBITS

Exhibit 1 - Transition Project

              Appendix A to Exhibit 1 - General Project Plan
              Appendix B to Exhibit 1 - True Up Project Plan

Exhibit 2 - Existing Projects
<PAGE>
                            MASTER SERVICES AGREEMENT

DATE: 23 May 2003

PARTIES:

(1)      CSC INTERNATIONAL SYSTEMS MANAGEMENT INC., a company incorporated in
         Nevada, USA, whose principal place of business is at 2100 East Grand
         Avenue, El Segundo, CA 90245, USA (the "SUPPLIER");

(2)      MARCONI CORPORATION PLC, a company incorporated in England and Wales,
         with company number 67307, whose registered office is New Century Park,
         PO Box 53, Coventry, CV3 1HJ, United Kingdom ("MARCONI"); and

(3)      MARCONI COMMUNICATIONS LIMITED, a company incorporated in England and
         Wales, with company number 703317, whose registered office is at New
         Century Park, PO Box 53, Coventry, CV3 1HJ, United Kingdom ("MCL").

BACKGROUND:

A.       Marconi desires to outsource the provision of certain services, and to
         that end issued invitations to tender to several potential suppliers
         dated 17 January 2002.

B.       On the basis of the Supplier's responses dated 19 January 2002 and 22
         February 2002, Marconi selected the Supplier, subject to contract.

C.       By agreements of the same date as this Agreement, Marconi has agreed to
         sell or to procure the sale of certain assets, and to transfer or to
         procure the transfer of certain contracts and staff, to members of the
         Supplier Group and to members of the BT Group in return for cash
         payments by members of the Supplier Group and members of the BT Group.

D.       The Supplier has agreed to provide and Marconi has agreed to pay (or
         procure payment) for the Services, subject to the terms of this
         Agreement.

IT IS NOW AGREED THAT:

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         In this Agreement the following definitions apply unless the context
         otherwise requires:

                                       1
<PAGE>
         "APPLICABLE LEGISLATION" means any Legislation at any time relating or
         applicable to the Services or any lawful requirement or demand of any
         Competent Authority in respect of which compliance is legally
         obligatory;

         "APPROVED SUB-CONTRACTOR" means any sub-contractor authorised under
         Clause 25.2 (Subcontracting) (other than a Key Supplier or the
         counter-party to an In-Scope Contract);

         "ASSET" means any of the Assets as defined in a Transfer Agreement;

         "ASSET TRANSFER AGREEMENT" means the agreement between the Parties of
         the same date as the Commencement Date providing for the transfer of
         certain assets and staff for the purposes of or in connection with the
         Services (other than the Network Services) in accordance with a CSC
         Transfer Agreement;

         "BASELINE CHARGE" has the meaning given in Schedule 4 (Charges);

         "BEST INDUSTRY PRACTICE" means in relation to any undertaking in any
         circumstances, the degree of skill, diligence, prudence and foresight
         which would reasonably and ordinarily be expected from a suitably
         skilled and experienced person in the same or similar circumstances;

         "BT" means British Telecommunications Plc, a company incorporated in
         England and Wales with registered number 1800000, whose registered
         office at the Commencement Date is at 81 Newgate Street, London, EC1A
         7AJ, United Kingdom;

         "BT ASSET TRANSFER AGREEMENT" means the agreement between Marconi, MCL,
         the Supplier and BT of the same date as the Commencement Date providing
         for the transfer of certain assets and staff for the purposes of or in
         connection with the Network Services in accordance with a BT Transfer
         Agreement;

         "BT CONTRACT" means any contract defined as an In-Scope Contract in a
         BT Transfer Agreement;

         "BT TRANSFER AGREEMENT" means an agreement in writing in relation to a
         Territory entered into as envisaged by the BT Asset Transfer Agreement
         between a member of the Marconi Group, a member of the Supplier Group
         and a member of the BT Group for (amongst other things) the sale of
         assets and/or the transfer of contracts and staff for the purposes of
         the provision of the Network Services;

         "BUDGET" means the notional costs in respect of the Internal Services
         set forth in Schedule 15 (The Budget);

                                       2
<PAGE>
         "BUSINESS DAY" means any day when clearing banks are open for business
         in the City of London for the transaction of normal banking business,
         other than a Saturday, Sunday, bank or public holiday recognised in
         England;

         "CHANGE" has the meaning given to it in Change Control;

         "CHANGE CONTROL" means the provisions of Schedule 9 (Change Control);

         "CHARGE" means an amount in respect of the provision of the Services,
         in the case of the IT Services, determined in accordance with Schedule
         4 (Charges), and in the case of the Project Services, calculated in
         accordance with the Schedule of Work under which the Project Services
         in question are to be performed, in any case subject to variation in
         accordance with Change Control and (as applicable) Schedule 19
         (Benchmarking);

         "COMMENCEMENT DATE" means the date on which this Agreement has been
         signed by the Supplier, Marconi and MCL;

         "COMPETENT AUTHORITY" means any court, governmental body or regulatory
         authority having authority over or in respect of the Marconi Group, the
         Supplier Group or any Approved Sub-Contractor;

         "CONTROL" means the beneficial ownership of more than fifty per cent
         (50%) of the issued share capital with full voting rights of, or the
         legal power to direct or cause the direction of, the general management
         of the company, partnership or other entity in question or the holding
         company of the company, partnership or other entity in question, and
         "CONTROLLED" shall be construed accordingly;

         "COUNTRY" means any country from time to time where Services are to be
         delivered under this Agreement;

         "COUNTRY AGREEMENT" means an agreement in writing on the terms
         envisaged by Clause 2.10(4) (Country Agreements);

         "COUNTRY CONDITIONS" means, in relation to a Country, the filing of any
         notifications with, and the granting of any consents or approvals by,
         any Governmental Authority which is required to authorise within (or
         otherwise in respect of) that Country the provision of the IT Services
         by the Supplier or any Approved Sub-Contractor;

         "CSC TRANSFER AGREEMENT" means an agreement in writing in relation to a
         Territory entered into as envisaged by the Asset Transfer Agreement
         between a member of the Marconi Group and a member of the Supplier
         Group for (amongst other things) the

                                       3
<PAGE>
         sale of assets and/or the transfer of contracts and staff for the
         purposes of the provision of the Services (other than the Network
         Services);

         "CURRENT CONTRACT" means any contract defined as such in a Transfer
         Agreement;

         "CUTOVER" means the transfer of responsibility for any Services to the
         Supplier in accordance with Clause 2.2 (Cutover);

         "DEFAULT INTEREST" means an annual rate of interest at [***] per cent.
         per annum above the base rate from time to time of the National
         Westminster Bank plc (or, in case of amounts denominated in a currency
         other than Sterling, a bank of equivalent standing to be agreed between
         the Parties);

         "DEPENDENCIES" means the actions, circumstances or events which need to
         be performed by or on behalf of the Marconi Group or to occur or
         otherwise to be satisfied in order for the Supplier to be able to
         provide the Services, which in the case of the IT Services are
         identified as "Dependencies" in Part 2 of Schedule 22 (Assumptions and
         Dependencies), and in the case of Project Services are identified in
         the Schedule of Work under which the Project Services in question are
         to be performed;

         "DISCLOSURE LETTER" means a letter defined as such in a Transfer
         Agreement;

         "EMPLOYEE" means any "Employee" as defined in a Transfer Agreement;

         "EXIT ARRANGEMENTS" means the provisions contained in Schedule 14 (Exit
         Management) and the Exit Plan;

         "EXIT PLAN" has the meaning given to it in Clause 2.11 (Exit Plan);

         "EXPERT'S DECISION" means the process described in Clause 27 (Expert's
         Decision) and "EXPERT" shall be construed accordingly;

         "FORCE MAJEURE EVENT" has the meaning given to it in Clause 20.7 (Force
         Majeure);

         "GOVERNMENTAL AUTHORITY" means any nation or government, any state,
         regional, provincial, territorial, local or other political subdivision
         thereof, or any supranational authority and any entity or official
         exercising executive, legislative, judicial, quasi-judicial, regulatory
         or administrative functions of or pertaining to government;

         "GROUP" means, in relation to a person (other than Marconi or MCL), all
         or any of the following from time to time: that person, its
         subsidiaries and subsidiary
-------------

[***] Confidential material omitted and filed separately with the Securities and
      Exchange Commission pursuant to a request for confidential treatment.


                                       4
<PAGE>
         undertakings and any parent undertaking of that person, and all other
         subsidiaries and subsidiary undertakings of any parent undertaking of
         that person, and in the case of Marconi, means the Marconi Group, and
         "MEMBER OF THE GROUP OF" any person shall be construed accordingly;

         "IN-SCOPE CONTRACT" means any BT Contract or Supplier Contract;

         "INSOLVENCY EVENT" means any of the following occurring in relation to
         either Party:

         (a)      the issue of a petition for winding-up, which petition is not
                  dismissed or stayed within forty-five (45) days of its issue
                  (except for the purpose of a solvent reconstruction or
                  amalgamation and where the resulting entity agrees in writing
                  to undertake all of the obligations of the relevant Party
                  under this Agreement);

         (b)      the making of an order or an effective resolution being passed
                  for winding up (except for the purpose of a solvent
                  reconstruction or amalgamation and where the resulting entity
                  agrees in writing to undertake all of the obligations of the
                  relevant Party under this Agreement);

         (c)      the making of an order for the appointment of an
                  administrative receiver, administrator, trustee, liquidator,
                  manager or similar officer (except for the purpose of a
                  solvent reconstruction or amalgamation and where the resulting
                  entity agrees in writing to undertake all of the obligations
                  of the relevant Party under this Agreement);

         (d)      an encumbrancer, receiver (including an administrative
                  receiver) or other similar officer taking possession of the
                  whole or any part (which is material in the context of the
                  performance of the affected Party's obligations under this
                  Agreement) of such Party's undertaking, property or assets;

         (e)      being unable to pay debts as they fall due as defined by
                  section 123 of the Insolvency Act 1986; or

         (f)      any event that is analogous to any of the events to which
                  paragraphs (a) to (e) refer occurring in any jurisdiction in
                  which a Party is incorporated.

         "INTELLECTUAL PROPERTY" means any intellectual property rights,
         including patents, utility models, copyrights, moral rights, topography
         rights, database rights, trade secrets and rights of confidence, and
         all embodiments thereof, whether tangible or intangible in all cases
         whether or not registered or registrable in any country, for the

                                       5
<PAGE>
         full term of such rights including any extension to or renewal of the
         terms of such rights and including registrations and applications for
         registration of any of these and rights to apply for the same and all
         rights and forms of protection of a similar nature or having equivalent
         or similar effect to any of these anywhere in the world;

         "INTERNAL SERVICES" means any or all of the services described in the
         Service Level Agreement provided by the Marconi Group from its own
         resources or procured by the Marconi Group from third parties and
         delivered to or used by the Marconi Group as at the Commencement Date
         at the sites identified in Appendices A, C and D of the Service Level
         Agreement;

         "INVOICE REGIONS" has the meaning given in Paragraph 1.2 of Schedule 4
         (Charges);

         "IT EQUIPMENT" means any assets defined as "IT Equipment" in a CSC
         Transfer Agreement (the "SUPPLIER EQUIPMENT") or as "Network Equipment"
         in a BT Transfer Agreement (the "BT EQUIPMENT");

         "IT SERVICES" means the services (other than Project Services) and
         other activities for which the Supplier is responsible as described in
         the Service Level Agreement;

         "KEY SUPPLIER" means any of Bellsouth, Worldcom, Sprint, Deutsche
         Telekom AG, Telecom Italia SpA, Telecom Italia Mobile SpA, Omnitel SpA,
         Wind-Infostrada SpA, Inet SpA, Albacom SpA or Edisontel SpA;

         "LEASED EQUIPMENT" means the hardware and other information technology
         and network assets and equipment that is subject to the Equipment
         Contracts to be sold under a Transfer Agreement;

         "LEGISLATION" means any Act of Parliament or subordinate legislation
         within the meaning of section 21(1) of the Interpretation Act 1978, any
         exercise of the Royal Prerogative and any enforceable Community right
         within the meaning of section 2 European Communities Act 1972 and any
         other law or statute of any other country in which the Services are
         provided and (insofar as compliance therewith is legally obligatory)
         any licence, standard or principle of behaviour, rule, regulation or
         code of practice or guidance laid down or required by any regulatory
         authority or body or self-regulating or other organisation exercising
         supervisory authority or control over or in respect of the Marconi
         Group, the Supplier Group or any Approved Sub-Contractor pursuant to
         legislation or otherwise and any other regulation, decision, licence or
         authorisation having the force of law of any body having jurisdiction
         in relation to the business of the Marconi Group, the Supplier Group or
         any Approved Sub-Contractor and "LEGISLATIVE" shall be construed
         accordingly;

                                       6
<PAGE>
         "LICENSED SITE" means any area within a Site designated by Marconi
         (acting reasonably) for use by the Supplier from time to time for the
         purpose of providing the Services;

         "LOSS" means any or all loss, damage, cost and expense;

         "MARCONI ASSETS" means the hardware and other goods, including
         software, and services to which the Marconi Controlled Group is
         entitled pursuant to a contract with any third party (other than an
         In-Scope Contract), and hardware and other goods, including Marconi
         Software, owned by the Marconi Controlled Group;

         "MARCONI CONTRACT MANAGER" means a suitably qualified and experienced
         person appointed by Marconi from time to time to fulfil the tasks
         required of the appointee under this Agreement;

         "MARCONI CONTROLLED GROUP" means Marconi, and any other person which
         from time to time Controls, is Controlled by, or is under common
         Control with Marconi, and "MEMBER OF THE MARCONI CONTROLLED GROUP"
         shall be construed accordingly;

         "MARCONI DATA" means all or any information or data supplied to the
         Supplier or any third party by or on behalf of a member of the Marconi
         Group for the purposes of the Services or generated or collected by or
         on behalf of the Supplier in the course of providing or in connection
         with the Services, which relates to the business of the Marconi Group
         (excluding the Supplier's business records and information used to
         calculate the Charges);

         "MARCONI GROUP" means all or any of the following from time to time:

         (a)      Marconi;

         (b)      Marconi's wholly-owned subsidiaries and wholly-owned
                  subsidiary undertakings;

         (c)      any parent undertaking of Marconi and all other wholly-owned
                  subsidiaries and wholly-owned subsidiary undertakings of any
                  parent undertaking of Marconi;

         (d)      Marconi Communications South Africa (pty) Ltd; and

         (e)      each company, partnership or other entity included within the
                  "Marconi Group" pursuant to Clause 2.1(4), but in each case
                  only until Marconi notifies the Supplier that the company,
                  partnership or other entity in question is no longer within
                  the Marconi Group,

                                       7
<PAGE>
         and "MEMBER OF THE MARCONI GROUP" shall be construed accordingly;

         "MARCONI SOFTWARE" means the software (whether in source, object, or
         executable code) and associated documentation, the Intellectual
         Property subsisting in or relating to which is owned by a member of the
         Marconi Controlled Group;

         "MARCONI WORKS" means Works specifically developed for the Marconi
         Group pursuant to a Schedule of Work or otherwise pursuant to this
         Agreement at Marconi's prior written request,[***] including any
         enhancements, additions or changes to the Marconi Software or Marconi
         Data;

         "NETWORK SERVICES" means:

         (a)      those IT Services referred to in Part 5 (Network Services) of
                  the Service Level Agreement; and

         (b)      any of the IT Services referred to in Parts 2 (Helpdesk and
                  Call Centre Services), 3 (Desktop and Supply Services) and 9
                  (Security Services) of the Service Level Agreement and any
                  Project Services to the extent (in any such case) performed
                  (or to be performed) by or on behalf of BT in its capacity as
                  an Approved Sub-contractor;

         "NON-LICENSED SITES" means those of the Sites which are not Licensed
         Sites;

         "PARTY" means the Supplier or Marconi (but not for the avoidance of
         doubt MCL);

         "PHASE 1 COMPLETION" means the last "Completion" under a Transfer
         Agreement relating to a Phase 1 Territory to occur;

         "PHASE 1 TERRITORY" means each of the United Kingdom, Ireland, the
         United States of America and Canada;

         "PHASE 2 COMPLETION" means, in relation to a Phase 2 Territory,
         "Completion" under the Transfer Agreement(s) relating to that
         Territory;

         "PHASE 2 LONG STOP DATE" means the date that is twelve (12) weeks after
         Phase 1 Completion;

         "PHASE 2 TERRITORY" means a Territory other than a Phase 1 Territory;

         "PROJECT" means the activities and events required to take place to
         bring into effect a Change, any applications development to which Part
         7 of the Service Level Agreement refers, or any other activities and
         events intended to achieve a particular

                                       8
<PAGE>
         result or perform a particular task for the benefit of the Marconi
         Group, in each case as described in a Schedule of Work;

         "PROJECT INITIATION PROCEDURE" means the provisions of Schedule 6
         (Project Initiation Procedure);

         "PROJECT SERVICES" means the services to be undertaken by the Supplier
         under a Schedule of Work, or any of them;

         "PROJECT TERMS" means the provisions of Schedule 7 (Project Terms);

         "REGULATED ACTIVITIES" has the meaning given to it in Clause 3.7(1)
         (Regulated Activities);

         "SCHEDULE OF WORK" means a document agreed by the Parties or determined
         in accordance with the Project Initiation Procedure;

         "SERVICE CATEGORIES" means the service categories into which the IT
         Services are classified in the Service Level Agreement, and "SERVICE
         CATEGORY" means any one of them;

         "SERVICE DELIVERY MANAGER" means a suitably qualified and experienced
         person nominated by the Supplier from time to time to fulfil the tasks
         required of the nominee under this Agreement;

         "SERVICE LEVEL AGREEMENT" means the document forming Schedule 1
         (Service Level Agreement);

         "SERVICES" means the IT Services and the Project Services, or any of
         them;

         "SIDE DEED" means the side deed between Marconi Communications Limited,
         Marconi Corporation Plc and British Telecommunications Plc dated the
         same date as this Agreement;

         "SITE" means premises occupied by the Marconi Group from time to time
         and such additional or replacement premises as may be designated by
         Marconi from time to time in accordance with Change Control;

         "SUPPLIER CONTRACT" means any contract defined as an In-Scope Contract
         in a CSC Transfer Agreement;

         "SUPPLIER GROUP" means all or any of the following from time to time:
         the Supplier, its subsidiaries and subsidiary undertakings and any
         parent undertaking of the

                                       9
<PAGE>
         Supplier, and all other subsidiaries and subsidiary undertakings of any
         parent undertaking of the Supplier and "MEMBER OF THE SUPPLIER GROUP"
         shall be construed accordingly;

         "SUPPLIER PERSONNEL" means all persons employed or engaged by the
         Supplier or its Approved Sub-contractors from time to time in
         connection with the Services, including self-employed contractors
         (whether or not employed or engaged directly as individuals or through
         the medium of a company);

         "SUPPLIER WORKS" means any Works (including proprietary tools), the
         Intellectual Property in or to which is owned by a member of the
         Supplier Group, excluding Works licensed to the Marconi Group under
         Clause 11.1 (Works);

         "TAXATION" means and includes all forms of taxation and statutory,
         governmental, supra-governmental, state, local governmental or
         municipal impositions, duties, contributions, deductions, withholdings
         and levies whether of the United Kingdom or elsewhere whenever imposed;

         "TERRITORY" means a country defined as such in either the Asset
         Transfer Agreement or the BT Asset Transfer Agreement (whether or not a
         Country);

         "THIRD PARTY PROVIDER" means any supplier, other than the Supplier or
         any member of the Supplier Group, of goods (including software) or
         services to any member of the Marconi Group;

         "TRANSFER AGREEMENT" means a CSC Transfer Agreement or a BT Transfer
         Agreement;

         "TRANSFERRING EMPLOYEE" means any person falling within the definition
         of "Employees" in a Transfer Agreement;

         "TRANSITION SERVICES" means the Project Services to be performed under
         Exhibit 1 (Transition Project);

         "TRANSACTION TAX" means any form of value added tax, stamp duty,
         registration tax, sales tax, fees or surcharges or similar tax or duty
         levied by a Governmental Authority upon the transfer of assets or
         equipment, and shall include any interest or penalty incurred in
         connection with a failure or the late payment thereof;

         "TRUE-UP PROCESS" has the meaning given to it in Clause 5.2(1) (True-Up
         Process);

                                       10
<PAGE>
         "VIRUS" means any thing, device or code incorporated in or attached to
         any software or data which is intended to impair or otherwise adversely
         affect the operation of any computer, prevent or hinder access to any
         program or data (whether by rearranging the same within the computer or
         any storage medium or device or by altering or erasing the program or
         data in whole or part, or otherwise) including computer viruses and
         other similar things; and

         "WORKS" means any software (whether in source, object or executable
         code), databases (but excluding the content of a database to the extent
         it includes Confidential Information or financial information of the
         Supplier or any Approved Sub-contractor), documentation, methodologies,
         know-how, inventions or other works or materials.

1.2      INTERPRETATION

         In this Agreement:

         (a)      unless the context otherwise requires, all references to:

                  (i)      "CLAUSES", "SCHEDULES", "EXHIBITS" and "APPENDICES"
                           are to clauses of, schedules, exhibits and appendices
                           to this document as amended from time to time in
                           accordance with this Agreement;

                  (ii)     the word "INCLUDES" or "INCLUDING" shall be construed
                           without limitation to the generality of the preceding
                           words;

                  (iii)    this "AGREEMENT" includes its Schedules, Exhibits and
                           Appendices and references to this Agreement as
                           amended from time to time in accordance with its
                           terms (as amended accordingly);

                  (iv)     the "RIGHTS" of any person (including of either
                           Party) shall mean the rights and remedies available
                           to that person under this Agreement or otherwise;

                  (v)      "INDEMNIFY" means to indemnify and keep indemnified
                           in respect of the Loss in question and, where any tax
                           or other duty is chargeable on or in relation to the
                           Loss or its payment, then such indemnity shall be on
                           an after tax basis;

                  (vi)     a "PERSON" include any individual, firm, corporation,
                           unincorporated association, government, state or
                           agency of state, association,

                                       11
<PAGE>
                           partnership or joint venture (whether or not having a
                           separate legal personality);

                  (vii)    a "COMPANY" include any company, corporation or other
                           body corporate wherever and however incorporated or
                           established;

                  (viii)   a "DOCUMENT" are to that document as varied,
                           supplemented or replaced from time to time;

                  (ix)     "WRITING" shall include any modes of reproducing
                           words in a legible and non-transitory form;

                  (x)      "DOLLARS" or "$" is to the lawful currency of the
                           United States of America as of the Commencement Date;

                  (xi)     "EUROS" or "E" is to the lawful currency of
                           participating member states of the European Monetary
                           Union as of the Commencement Date;

                  (xii)    "STERLING" or "L" or "POUNDS" is to the lawful
                           currency of the United Kingdom as of the Commencement
                           Date;

                  (xiii)   a TIME OF DAY is to London time and references to a
                           "DAY" are to a period of 24 hours running from
                           midnight to midnight;

         (b)      the headings shall be ignored in construing this Agreement;

         (c)      unless the context otherwise requires, words or phrases
                  importing the singular shall be interpreted to include the
                  plural and vice versa; and

         (d)      unless the context otherwise requires, a statute or statutory
                  provision is a reference to the statute or statutory provision
                  in force in England and Wales and includes any consolidation,
                  re-enactment, modification or replacement of it, any statute
                  or statutory provision of which it is a consolidation,
                  re-enactment, modification or replacement and any sub-ordinate
                  legislation in force under any of the same from time to time,
                  but without in any case increasing the liability of either
                  Party under or in connection with this Agreement, subject to
                  Clause 4.5 (Changes in Laws).

                                       12
<PAGE>
1.3      COMPANIES ACT DEFINITIONS

         In this Agreement, unless the context otherwise requires, words and
         expressions defined in the Companies Act 1985 shall bear the meaning
         ascribed to them in that Act to the exclusion of any definition of the
         same words or expressions in any other Legislation.

1.4      OBLIGATIONS UPON GROUP MEMBERS

         Where any provision of this Agreement requires any act or omission of
         or by a member of the Marconi Group or the Supplier Group, Marconi
         shall procure that the relevant member of the Marconi Group shall, and
         the Supplier shall procure that the relevant member of the Supplier
         Group shall, act or omit to act (as the case may be) in accordance with
         such provision.

1.5      CONFLICT OR INCONSISTENCY

         If there is any conflict or inconsistency between, on the one hand:

         (a)      the Schedules or Exhibits (including their Appendices) and, on
                  the other, Clauses 1 to 40, then Clauses 1 to 40 shall prevail
                  to the extent of the conflict or inconsistency; or

         (b)      the Schedules and, on the other, an Exhibit (including its
                  Appendices), the latter shall prevail to the extent of the
                  conflict or inconsistency.

2.       SCOPE AND DURATION

2.1      SCOPE AND DURATION

(1)      This Agreement shall begin on the Commencement Date and shall continue
         for ten (10) years from Phase 1 Completion, after which it shall
         expire, subject to earlier termination in accordance with its terms.

(2)      Where either the Asset Transfer Agreement, the BT Asset Transfer
         Agreement or any Transfer Agreement referable to a Phase 1 Territory
         terminates in accordance with its terms before Phase 1 Completion, this
         Agreement shall also terminate forthwith on the same date. Where either
         the Asset Transfer Agreement, the BT Asset Transfer Agreement or any
         Transfer Agreement terminates in accordance with its terms on or after
         Phase 1 Completion, and consequently Phase 2 Completion does not (or
         will not) occur in respect of any Phase 2 Territory, then this
         Agreement shall also terminate

                                       13
<PAGE>
         insofar as it applies to Services to be delivered in or from that Phase
         2 Territory, but shall otherwise remain in full force and effect.

(3)      MCL is a party to this Agreement solely for the purpose of and as
         envisaged by Clause 4.6 (MCL), and shall cease to be a party to this
         Agreement (and Clause 4.6 (MCL) shall cease to apply) immediately upon
         MCL ceasing to be a member of the Marconi Controlled Group.

(4)      Marconi warrants that, as at the Commencement Date, nothing in this
         Agreement involves the provision of the Services to any person who is
         not a member of the Marconi Group, and Marconi shall ensure that
         (subject to Clause 21 (Alterations in the Marconi Group)) this
         continues to be the case throughout the term of this Agreement,
         provided that:

         (a)      Marconi may from time to time by notice to the Supplier
                  include within the "Marconi Group" for the purposes of this
                  Agreement, any company, partnership or other entity which is a
                  member of the Marconi Controlled Group;

         (b)      the companies, partnerships and other entities listed in
                  Appendix C to the Service Level Agreement (the "ASIA-PAC
                  ENTITIES") shall be deemed to be included within the "Marconi
                  Group" for the purposes of this Agreement, but only in so far
                  as relates to the provision of the services specified in
                  relation to those Asia-Pac Entities in that Appendix; and

         (c)      the companies, partnership and other entities listed in
                  Appendix D to the Service Level Agreement (the "TRANSITIONING
                  OUT ENTITIES") shall be deemed to be included within the
                  "Marconi Group" for the purposes of this Agreement during the
                  relevant periods specified in relation to those Transitioning
                  Out Entities in that Appendix, or such longer periods as may
                  be agreed between the Supplier and Marconi from time to time.

2.2      CUTOVER

(1)      Subject to the following provisions of this Clause 2.2, responsibility
         for the provision of any Services (other than the Transition Services)
         shall occur Country by Country when (but not before) all of the
         following have occurred in relation to the Country in question:

         (a)      where that Country is a Territory:

                                       14
<PAGE>
                  (i)      which is a Phase 1 Territory, Phase 1 Completion; or

                  (ii)     which is a Phase 2 Territory, Phase 2 Completion for
                           that Country (but not, in any event, before Phase 1
                           Completion); or

         (b)      where that Country is not a Territory, when the Country
                  Conditions for that Country have been satisfied or waived by
                  the Parties, and by BT, and five (5) Business Days have
                  elapsed following such satisfaction or waiver, or such other
                  date as the Parties may agree in writing, but not, in any
                  event, before Phase 1 Completion.

(2)      Where (if at all) the Marconi Group uses Internal Services in any
         Country (the "RELEVANT COUNTRY") which are delivered in whole or part
         from a Territory (the "EXTERNAL TERRITORY") which is not the Country in
         question, responsibility for all or part of the Services replacing the
         Internal Services delivered from the External Territory shall pass at
         the same time as responsibility passes in respect of the Services
         provided from the External Territory (but, in relation to the Relevant
         Country, not before the requirements of Clause 2.2(1) applicable to the
         Relevant Country have been satisfied), and the Parties will co-operate
         in any reasonable arrangements intended to enable:

         (a)      the Internal Services provided from the External Territory to
                  continue; and

         (b)      the relevant Services (other than those replacing the Internal
                  Services provided from the External Territory) to be provided,
                  pending responsibility for the Services delivered from the
                  External Territory passing to the Supplier.

2.3      APPOINTMENT OF SUPPLIER

(1)      Subject to the terms of this Agreement, the Supplier shall provide or
         procure the provision of:

         (a)      the Services (other than the Transition Services) on and with
                  effect from Cutover in relation to those Services; and

         (b)      the Transition Services,

         in each case for Marconi and for the benefit of other members of the
         Marconi Group, and Marconi shall pay, or procure payment of, the
         Charges.

                                       15

<PAGE>


(2)   The appointment of the Supplier to provide the Services under this
      Agreement is non-exclusive, so that Marconi is entitled to undertake tasks
      the same as or similar to the Services or to retain the services of a
      third party to provide services that are the same as or similar to the
      Services, and the Supplier is entitled to provide services that are the
      same as or similar to the Services to any third party, but in any case
      without affecting Marconi's or (as the case may be) the Supplier's
      obligations under this Agreement.

2.4   ADDITIONAL SERVICES

(1)   Subject to Clause 2.4(6), where, during the term of this Agreement, a
      member of the Marconi Group:

      (a)   wishes to obtain additional services that are the same as or similar
            to the Services; or

      (b)   to expand the scope of the Services,

      in either case other than through Change Control, Marconi shall notify the
      Supplier of the Marconi Group's requirements no later than other potential
      suppliers are so notified, and shall, or shall procure that the relevant
      member of the Marconi Group shall, give the Supplier (or such appropriate
      member of the Supplier Group as the Supplier may nominate and which is
      reasonably acceptable to the Marconi Group member) the opportunity to
      quote for the provision of those new or additional services.

(2)   Where, in Marconi's reasonable opinion, the terms (including as to the
      charges for the services) upon which the Supplier (or its nominee under
      Clause 2.4(1)) proposes to provide such services are competitive
      (including having regard to other bids) and otherwise meet the Marconi
      Group's requirements for those services, then:

      (a)   Marconi shall or shall procure that the relevant member of the
            Marconi Group shall appoint the Supplier or such member of the
            Supplier Group to provide those services on those terms; and

      (b)   the Supplier shall or shall procure that such member of the Supplier
            Group shall accept the appointment,

      by (in each such case) the execution of an agreement in writing
      subject to those terms.

(3)   In all other cases, Marconi may retain the services of a third party to
      provide those services, without affecting the Supplier's rights and
      obligations under this Agreement.

                                       16
<PAGE>
(4)   Where the Supplier Group is requested by Marconi to provide new or
      additional services, and the Supplier Group is reasonably able to provide
      those services to the Marconi Group, the Supplier shall not, or shall
      procure that the relevant member of the Supplier Group shall not:

      (a)   refuse to do so; or

      (b)   agree to provide those services only on unreasonable terms.

(5)   Where Clause 2.4(1) applies, the Marconi Group shall be entitled (but not
      obliged) to disclose to all other persons expressing an interest in
      providing the new or additional services Marconi's obligations under this
      Clause 2.4.

(6)   Marconi shall not be obliged to comply with this Clause 2.4 in relation to
      requirements (as referred to in Clause 2.4(1)) of a member of the Marconi
      Group which was not a member of the Marconi Group as at the Commencement
      Date (a "NEW MARCONI AFFILIATE") where either:

      (a)   the New Marconi Affiliate is a party to a contract that was entered
            into before the New Marconi Affiliate became a member of the Marconi
            Group and compliance with this Clause 2.4 would either result in a
            breach of that contract or would result in the procurement of
            services that would be the same as or similar to services to which
            the Marconi Group is receiving under that contract; or

      (b)   the New Marconi Affiliate is not a member of the Marconi Controlled
            Group.

2.5   SITES AND SOFTWARE

(1)   The:

      (a)   locations of the Sites at, or in respect of which, the IT Services
            are intended to be performed as of the Commencement Date; and

      (b)   Marconi Assets being software in relation to which the IT Services
            are intended to be provided as at the Commencement Date,

      are identified in the Service Level Agreement.

(2)   Where there is any change to such Site or software before Cutover has
      occurred in respect of the Services relating to the Site or software, then
      any adjustment to the


                                       17
<PAGE>
      Charges shall be made in accordance with Schedule 4 (Charges) and, where
      applicable, Change Control.

(3)   Where there is any change to such Site or software on or after
      Cutover has occurred in respect of the Services relating to the Site
      or software, such change shall be subject to Change Control,
      provided that where the change falls within the scope of the
      relevant "ARC/RRC" mechanisms outlined in Schedule 4 (Charges), any
      adjustment to the Charges shall be determined pursuant to those
      "ARC/RRC" mechanisms.

2.6   PROJECT SERVICES

(1)   No Project shall be undertaken unless:

      (a)   the Parties have completed the Project Initiation Procedure in
            relation to the relevant Project; and

      (b)   the Parties have agreed the Charges (or the Charges have been
            determined pursuant to this Agreement) for the provision of the
            Project Services (to the extent that those Charges are not
            contemplated under Schedule 4 (Charges)).

(2)   Exhibit 1 (Transition Project) shall constitute a Schedule of Work in
      relation to the preparation of the Parties for the provision by the
      Supplier of the IT Services.

(3)   The Parties acknowledge that Exhibit 2 (Existing Projects) lists current
      and planned projects of the Marconi Group as of the Commencement Date and
      that provision has been made in the Budget for the costs of these projects
      (subject to verification via a True-up Process). As soon as reasonably
      practicable after Cutover in relation to the Services to be provided in
      the Phase 1 Territories, the Parties shall conclude Schedules of Work in
      relation to these projects in accordance with the Project Initiation
      Procedure.

2.7   CHANGE CONTROL AND VARIATIONS TO THE IT SERVICES

(1)   Subject to Clause 2.7(2), Schedule 9 (Change Control) shall have
      effect.

      [***]

2.8   AUDIT

      Schedule 12 (Audit) shall have effect.

                                       18
<PAGE>
2.9   NOTICE OF BREACHES

      Without limiting the provisions of Clause 13 (Termination), Marconi and
      the Supplier, promptly upon becoming aware of a breach of this Agreement
      by the other, shall notify the other of the breach in question, and the
      Party allegedly in default shall investigate the claim and, if well
      founded, without affecting the rights of either Party, shall propose
      reasonable measures to rectify the breach and to prevent a recurrence of
      it.

2.10  COUNTRY AGREEMENTS

(1)   Either Party is (subject to the provisions of Schedule 4) entitled by
      reasonable prior notice to the other Party to nominate a member of its
      Group (which may, for the avoidance of doubt, but subject to the following
      requirements of this Clause 2.10, be itself) to provide (in the case of
      nominations by the Supplier) or pay for (in the case of nominations by
      Marconi) any of the Services pursuant to this Agreement; each such
      nomination shall be of an entity which is resident (for tax purposes) as
      follows:

      (a)   for Services to be provided in the Invoice Region "UK and
            Ireland,"  in the UK; and

      (b)   for Services to be provided in the Invoice Region "Rest of World",
            either (i) in the UK, or (ii) (subject to Clause 2.10(6)) in a
            Country in the "Rest of World" Invoice Region to which the Services
            are to be provided under this Agreement; and

      (c)   for Services to be provided in any other Invoice Region, in a
            Country in that Invoice Region,

      and the nominating Party shall procure that the entity nominated pursuant
      to Clause 2.10(1)(a), (b) or (c) shall invoice all Services or (as the
      case may be) make all payments due under this Agreement from the Country
      referred to in 2.10(1)(a), (b) or (c).

(2)   Marconi shall, where Marconi is receiving the relevant Services, or shall
      procure that each member of the Marconi Group receiving the Services
      shall, accept the performance of the Supplier's nominee in lieu of the
      Supplier, and to the extent the Supplier's nominee performs the Services
      in accordance with this Agreement, that performance shall to the same
      extent (but not otherwise) discharge the Supplier under this Agreement;
      for the avoidance of doubt, each Party shall be liable to the other for
      the acts and omissions of its nominee(s) and (in the case of Marconi) the
      relevant

                                       19
<PAGE>
      member(s) of the Marconi Group arising under or in connection with this
      Agreement, as if they were its own.

(3)   Without prejudice to Clause 38 (Further Assurance):

      (a)   where the Supplier nominates a member of the Supplier Group to
            perform any of the Services in accordance with Clause 2.10(1),
            Marconi shall, or shall procure that the member of the Marconi Group
            receiving the Services, or if more than one, any one of them (in
            either case) reasonably acceptable to the Supplier, shall promptly
            enter into a Country Agreement with the Supplier's nominee, and the
            Supplier shall procure that its nominee also promptly enters into
            that Country Agreement;

      (b)   where Marconi nominates a member of the Marconi Group to pay for any
            of the Services in accordance with Clause 2.10(1), the Supplier
            shall, or shall procure that a member of the Supplier Group
            reasonably acceptable to Marconi shall, promptly enter into a
            Country Agreement with Marconi's nominee in respect of the Services
            for which payment is to be made by the member of the Marconi Group,
            and Marconi shall procure that its nominee also promptly enters into
            that Country Agreement; and

      (c)   each Party shall ensure that its Group member which enters into a
            Country Agreement as envisaged by this Clause 2.10(3) is resident
            (for tax purposes) as follows:

            (i)   for Services to be provided in the Invoice Region "UK and
                  Ireland," in the UK; and

            (ii)  for Services to be provided in the Invoice Region "Rest of
                  World", either (aa) in the UK, or (bb) (subject to Clause
                  2.10(6)) in a Country in the "Rest of World" Invoice Region to
                  which the Services are to be provided under this Agreement;
                  and

            (iii) for Services to be provided in any other Invoice Region, in a
                  Country in that Invoice Region,

            and the nominating Party shall procure that the entity which enters
            into a Country Agreement pursuant to Clause 2.10(3)(c)(i), (ii) or
            (iii) shall invoice all amounts due and/or make all payments due (as
            the case may be) under this Agreement from the Country referred to
            in 2.10(3)(c)(i), (ii) or (iii), and if any such Group member ceases
            to be so resident, that Party will promptly notify


                                       20
<PAGE>
            the other Party of this fact and, at the request of the other Party,
            ensure that all rights and obligations of the relevant Group member
            are promptly assigned and transferred to a member of its Group which
            is so resident.

(4)   Each Country Agreement shall be substantially in the form set forth in
      Schedule 16 (Form of Country Agreement), with such amendments (if any):

      (a)   as are appropriate to reflect Applicable Legislation and any
            Regulated Activities; and

      (b)   as may be necessary to give effect to any exercise of either Party's
            rights under this Agreement,

      in either case from time to time.

(5)   Where a Country Agreement is entered into by a member of a Party's Group,
      that Party shall procure compliance by that Group member with that Country
      Agreement.

(6)   If:

      (a)   a Party nominates a non-UK entity as envisaged by Clause
            2.10(1)(b)(ii);

      (b)   a non-UK entity enters into a Country Agreement as envisaged by
            Clause 2.10(3)(c)(ii)(bb); or

      (c)   Marconi nominates a non-UK entity as envisaged by Clause
            25.1(1)(a)(iii)(bb)(ii),

      then that non-UK entity shall bear and pay for all taxes, levies and
      similar payments imposed outside the United Kingdom on all sums due
      pursuant to this Agreement from that non-UK entity to the other Party to
      the Country Agreement, in addition to the sums due to that other Party, to
      the extent that such taxes, levies and similar payments would not have
      been so imposed had that non-UK entity been resident (for tax purposes) in
      the UK and made all payments due pursuant to this Agreement from the UK.

2.11  EXIT PLAN

      As soon as reasonably practicable after Cutover in respect of any
      Services, the Supplier shall establish and thereafter maintain a plan (the
      "EXIT PLAN") for the orderly migration of the Services that have been
      Cutover in accordance with Best Industry Practice from the Supplier to
      Marconi or, at Marconi's discretion, to a Third


                                       21
<PAGE>
      Party Provider within such period following expiry or earlier termination
      of this Agreement as Marconi may reasonably require, and such plan shall
      be consistent with the Exit Arrangements.

2.12  CO-OPERATION

      The Parties undertake to consult and to co-operate with each other to
      take, so far as is reasonable, such actions as may be required to optimise
      their Taxation position and their position as regards compliance with
      Applicable Legislation, arising from this Agreement.

2.13  GUARANTEES

(1)   If at any time Marconi ceases to own directly or indirectly (whether
      through shareholdings or otherwise) as least sixty five per cent (65%) by
      value of the net assets of the Marconi Group (excluding any New Marconi
      Affiliate (as defined in Clause 2.4(6)), Marconi shall (as soon as
      reasonably practicable thereafter) procure that such member(s) of the
      Marconi Group (other than Marconi's parent undertaking) that, together
      with Marconi, do own such assets to that value, execute and deliver to
      each of the Supplier (in favour of the Supplier) and to BT (in favour of
      BT) a guarantee substantially in form set forth in Part 1 of Schedule 23
      (Form of Guarantees).

(2)   On the Commencement Date the Supplier shall deliver to Marconi a guarantee
      in the form set out in Part 2 of Schedule 23 (Form of Guarantees) executed
      by Computer Sciences Corporation.

3.    PERFORMANCE

3.1   OPERATIONAL RESPONSIBILITY

(1)   The Supplier accepts that operational responsibility for the Services
      shall pass to the Supplier under this Agreement.

(2)   Subject to Clauses 3.1(5) and 3.10 the only circumstances in which the
      Supplier is discharged in whole or part from providing the Services or the
      Exit Arrangements (but only to the extent and for so long as such
      circumstances shall affect the performance of the Services or, as the case
      may be, the Exit Arrangements) are:

      (a)   if the Dependencies are not met;

                                       22
<PAGE>
      (b)   if Marconi breaches this Agreement, the Asset Transfer Agreement or
            the BT Asset Transfer Agreement or any member of the Marconi Group
            breaches any Country Agreement or Transfer Agreement;

      (c)   if Marconi does not provide access to (for whatever reason) Marconi
            Assets or personnel requested by the Supplier Group pursuant to
            Clause 3.8(2) (Availability of the Marconi Assets and Personnel)
            (whether or not such failure to make available amounts to a breach
            of this Agreement);

      (d)   if the Supplier Group or the BT Group is not effectively able to
            enjoy the benefit of any In-Scope Contract with effect from Phase 1
            Completion or Phase 2 Completion (as appropriate);

      (e)   if the relevant member of the Supplier Group or the BT Group elects,
            pursuant to a Transfer Agreement not to purchase any Current
            Contract, except to the extent that access is provided to the
            subject matter of such Current Contract under Clause 3.8(2)
            (Availability of the Marconi Assets and Personnel);

      (f)   if the counter-party to a BT Contract or a Supplier Contract
            breaches that In-Scope Contract;

      (g)   if any Key Supplier breaches its In-Scope Contract or other
            agreement or arrangement to which clause 10.6 of a BT Transfer
            Agreement refers;

      (h)   if Clause 20 (Force Majeure) applies; or

      (i)   where (and if at all) otherwise expressly so stated in this
            Agreement.

      No such discharge shall relieve the Marconi Group from its obligation to
      pay any Charges (which shall be payable to the same extent as if the
      Supplier had performed the obligations discharged as envisaged by this
      Clause 3.1(2)).

(3)   To the extent the Supplier is, pursuant to Clause 3.1(2), discharged from
      performing the Services by any matter to which Clause 3.1(2) (other than
      Clause 3.1(2)(h) (Force Majeure)) refers, the Supplier shall notify
      Marconi as soon as reasonably practicable, describing the relevant matter
      or matters in reasonable detail, and the Supplier shall:

      (a)   provide the Services which are unaffected in accordance with this
            Agreement;

      (b)   use Best Industry Practice to perform the affected Services, and
            Marconi shall reimburse the Supplier all reasonable incremental
            costs incurred in doing so to the extent those costs are not already
            included in the Charges; and

                                       23
<PAGE>
      (c)   resume provision of the Services in accordance with this Agreement
            as soon as reasonably practicable thereafter.

(4)   At Marconi's request, the Supplier shall procure such assets and personnel
      as are reasonably necessary to replace any assets or personnel that
      Marconi has failed to provide under Clauses 3.8(1) or (2), and Marconi
      shall pay (or procure payment of) a reasonable adjustment to the Charges
      as a result thereof.

(5)   Where Marconi requests the procurement of assets or personnel under Clause
      3.1(4), the Supplier shall have a reasonable period of time in which to
      procure and implement those assets or personnel; at the expiration of that
      period Clause 3.1(2) shall cease to have effect in relation to the
      Services affected by Marconi's failure to provide access to the relevant
      assets, and/or personnel.

(6)   Schedule 5 (Service Credits) shall have effect in relation to the accrual
      of service credits.

(7)   [***] No service credits shall accrue to the extent the breach or breaches
      of the Service Level Agreement (or failures to achieve any of the Key
      Service Levels identified in Appendix 1 of Schedule 5) are caused by or
      are attributable to any of the circumstances to which Clause 3.1(2)
      refers.

(8)   This Clause 3.1(8) applies in respect of a breach (a "RELEVANT SUBCONTRACT
      BREACH") of an In-Scope Contract (or other agreement or arrangement) to
      which Clause 3.1(2)(f) or (g) refers (a "RELEVANT SUBCONTRACT"). In this
      Clause 3.1(8), the "AFFECTED SUBCONTRACT SERVICES" means the services
      provided, or which ought to have been provided, under the Relevant
      Subcontract to which the Relevant Subcontract Breach relates.

      (a)   If the Services corresponding to the Affected Subcontract Services
            are fairly described in the Service Level Agreement, and:

            (i)   where the Services corresponding to the Affected Subcontract
                  Services have been provided in accordance with this Agreement
                  notwithstanding the Relevant Subcontract Breach, then all
                  service credits, damages and other amounts that may be
                  recovered from the counter-party to the Relevant Subcontract
                  in respect of the Relevant Subcontract Breach shall be for the
                  Supplier's account; or

            (ii)  where the Services corresponding to the Affected Subcontract
                  Services have not been provided in accordance with this
                  Agreement,


                                       24
<PAGE>
                  notwithstanding the exercise of Best Industry Practice in
                  accordance with Clause 3.1(3)(b), then all service credits,
                  damages and other amounts that may be recovered from the
                  counter-party to the Relevant Subcontract in respect of the
                  Relevant Subcontract Breach shall be fairly and reasonably
                  apportioned between the Parties, their respective Group
                  members and/or the relevant Approved Subcontractor, in
                  proportion to the Loss suffered by them as a result of the
                  Relevant Subcontract Breach (and for this purpose all amounts
                  for which Marconi is liable under Clause 3.1(3)(b) shall be
                  deemed to be damage suffered by Marconi).

      (b)   If:

            (i)   the Services corresponding to the Affected Subcontract
                  Services are not fairly described in the Service Level
                  Agreement, or

            (ii)  those Services are so described but the Supplier is in breach
                  of Clause 3.1(3)(b) (Best Industry Practice), or

            (iii) the Supplier (or any member of its Group or the relevant
                  Approved Subcontractor) has not suffered damage as a result of
                  the Relevant Subcontract Breach and Clause 3.1(8)(a)(i) does
                  not apply,

            then without affecting the other rights of the Marconi Group, but
            subject to Clause 3.1(8)(e), all the service credits, damages and
            other amounts that may be recovered from the counter-party to the
            Relevant Subcontract in respect of the Relevant Subcontract Breach
            shall be for Marconi's account.

      (c)   At Marconi's request, the Supplier shall or shall procure that the
            relevant member of the Supplier's Group or the relevant Approved
            Subcontractor shall, use reasonable endeavours to enforce its rights
            under the Relevant Subcontract in respect of the Relevant
            Subcontract Breach.

      (d)   Where Clause 3.1(8)(a)(ii) applies and Marconi has made a request
            under Clause 3.1(8)(c):

            (i)   the Parties shall, and shall procure that the relevant members
                  of their Group shall and the Supplier shall procure that the
                  relevant Approved Subcontractor shall, reasonably co-operate
                  with each other in seeking to recover all service credits,
                  damages and other amounts in respect of the Relevant
                  Subcontract Breach; and

                                       25
<PAGE>
            (ii)  the costs and expenses incurred by the Supplier (and by
                  members of its Group and the relevant Approved Subcontractor)
                  under Clause 3.1(8)(c) or (d)(i) (as the case may be) shall be
                  set-off (on a proportionate basis where necessary) against the
                  amount so recovered before any allocation of that amount under
                  Clause 3.1(8)(a)(ii).

      (e)   Where Clause 3.1(8)(b) applies and Marconi has made a request under
            Clause 3.1(8)(c):

            (i)   Marconi shall indemnify the Supplier Group (and the relevant
                  Approved Subcontractor) in respect of its or their reasonable
                  costs and expenses in seeking to enforce its or their rights
                  at Marconi's request under Clause 3.1(8)(c); and

            (ii)  Marconi shall control the conduct or settlement of the claim
                  and may require the appointment of lawyers of its choice. For
                  this purpose, the Supplier shall, or shall procure that the
                  relevant member(s) of its Group and any relevant Approved
                  Subcontractor shall, comply with all reasonable directions of
                  Marconi under this Clause 3.1(8)(e)(ii).

3.2   QUALITY OF THE SERVICES

(1)   The Supplier shall provide the Services:

      (a)   in the case of the IT Services (and subject to Exhibit 1):

            (i)   until the end of the True-Up Process, to the same extent,
                  quality, manner and level of provision as the Internal
                  Services that are replaced by the Services in question were
                  received or procured internally in the period up to the
                  relevant Cutover; and

            (ii)  thereafter, in accordance with the Service Level Agreement;

      (b)   in the case of the Project Services, in accordance with the Project
            Terms;

      (c)   otherwise in accordance with Best Industry Practice;

      (d)   in accordance with all Applicable Legislation binding on the
            Supplier or its sub-contractors;

      (e)   in accordance with those of Marconi's internal standards and
            procedures which are identified in Schedule 3 (List of Standards and
            Policies), and any other

                                       26
<PAGE>
            additional or substituted standards or procedures implemented by
            Marconi from time to time, subject to Change Control, provided that:

            (i)   the Supplier shall not be required to comply with any such
                  standards or procedures where to do so would require it (or
                  any member of its Group or Approved Sub-contractors) to breach
                  any Applicable Legislation;

            (ii)  the Supplier shall only be required to comply with any such
                  standards or procedures to the extent complied with by the
                  Marconi Group in the period up to the relevant Cutover except
                  where any other standard or procedure is applied pursuant to
                  Change Control;

            (iii) the Supplier shall be entitled to comply with its own
                  standards and procedures instead of such internal Marconi
                  standards and procedures if and to the extent that Marconi
                  agrees that the Supplier's own standards and procedures
                  provide protection which is not materially less than such
                  internal Marconi standards and procedures (such agreement not
                  unreasonably to be withheld or delayed); and

            (iv)  to the extent a Service comprises a Regulated Activity in
                  relation to which there exists a mandatory standard or
                  procedure which differs from Marconi's internal standards and
                  procedures, the Supplier shall only be required to provide
                  that Service in accordance with that imposed standard or
                  procedure (and the Supplier shall promptly notify Marconi of
                  the terms of the regulated standard or procedure),

            and, for the avoidance of doubt, wherever any provision in this
            Agreement imposes an obligation on the Supplier or any Approved
            Sub-Contractor to comply with any such Marconi standards or
            procedures, that provision shall be interpreted as being subject to
            the above proviso (to the same extent as if the above paragraphs (i)
            to (iv) were written out in full in that provision); and

      (f)   in accordance with all other terms of this Agreement.

(2)   The Supplier shall:

      (a)   to the extent that the Supplier's responsibility in providing the
            Services includes the provision (but, not, for the avoidance of
            doubt, the mere carriage or hosting) of information, ensure that all
            information so provided is, in all material respects, accurate,
            complete and not misleading;

                                       27
<PAGE>
      (b)   as soon as possible and to the extent reasonably practicable, free
            of charge, reconstitute, up to the point of the last back-up (or to
            such back-up as ought to have been made by the Supplier in
            accordance with this Agreement), any data spoilt, destroyed or lost
            as a result of the breach of the Supplier of this Agreement,
            provided that, where the Supplier is not expressly responsible as
            part of the Services for the making of back-up copies in respect of
            those data, Marconi makes available to the Supplier the latest
            back-up copies that the Marconi Group has or ought reasonably to
            have made in accordance with Best Industry Practice and the copies
            (if any) of the information embodied in such spoilt, damaged or lost
            data held by the Marconi Group;

      (c)   co-operate with the Marconi Group, its officers, employees, agents
            contractors, and any Competent Authorities, in the performance of
            acts which concern the Services, as Marconi may reasonably require;
            and

      (d)   use Best Industry Practice in order to seek to ensure that no one
            introduces any Virus onto or into any networks, computer hardware or
            software used by the Marconi Group and in respect of which the
            Supplier is providing the Services.

(3)   The Supplier shall deal promptly with queries or problems relating to the
      use or performance of the Services and (without affecting the Marconi
      Group's other rights) use all reasonable endeavours promptly to correct or
      procure the correction of any failure to perform the Services in
      accordance with the terms of this Agreement (including any defective or
      delayed provision of the Services).

(4)   The Supplier undertakes at all times during the continuance of this
      Agreement actively to monitor the nature and categories of (and the manner
      and method of delivery of), and charges for services provided by the
      industry relevant to each Service in general and the outsourcing industry
      for that Service in particular and to keep Marconi informed of all
      developments that the Supplier considers in accordance with Best Industry
      Practice may be of benefit to Marconi.

(5)   Marconi shall (and shall ensure that each other member of the Marconi
      Group shall) use reasonable endeavours in order to seek to ensure that no
      one introduces any Virus onto or into any networks, computer hardware or
      software used by the Marconi Group and in respect of which the Supplier is
      providing the Services.

3.3   CO-OPERATION WITH THIRD PARTY PROVIDERS

(1)   Without affecting the Marconi Group's other rights, where the Marconi
      Group appoints a Third Party Provider to provide any hardware or other
      goods (including software) or services (including

                                       28
<PAGE>
      any services similar to the Services), the Supplier shall reasonably
      co-operate with the Third Party Provider and provide such access as may
      reasonably be necessary to all relevant:

      (a)   documentation, information and data; and

      (b)   systems, premises and communications networks,

      in the possession, custody or control of the Supplier as the Third Party
      Provider reasonably requires to provide the goods (including software) or
      services, subject to Clause 3.3(3) and subject to the provision to the
      Supplier of a confidentiality undertaking by the Third Party Provider
      direct to the Supplier on terms substantially the same as the provisions
      of Clause 16 (Confidentiality).

(2)   Subject to Clause 3.3(3), the Supplier shall liaise with all Third Party
      Providers and provide all reasonable assistance to ensure that their goods
      or services are integrated into and compatible with the provision of the
      Services in order to achieve utility of the goods and services in question
      for the Marconi Group.

(3)   The Supplier shall not be required to provide the co-operation, access,
      liaison or assistance referred to in Clauses 3.3(1) or 3.3(2) to the
      extent and for so long as the Supplier, acting reasonably, considers that
      this is inappropriate, taking into account:

      (a)   any disruption likely to occur to the operations of the Supplier
            Group or its subcontractors;

      (b)   any adverse effect of such co-operation, access, liaison, assistance
            or information upon the integrity of the systems, premises or
            communications networks for which the Supplier or any other member
            of its Group or subcontractors is responsible;

      (c)   the commercial sensitivity of the documentation, information and/or
            data to be disclosed;

      (d)   any potential infringement of Intellectual Property or third party
            rights;

      (e)   any material adverse affect upon the security, health or safety of
            the Supplier or the Supplier's personnel or any other persons; or

      (f)   any potential breach of Applicable Legislation.

                                       29
<PAGE>
      Notwithstanding the foregoing, the Supplier shall use reasonable
      endeavours to implement a reasonable alternative solution to allow it
      provide the co-operation, access, liaison or assistance referred to in
      Clauses 3.3(1) and 3.3(2).

(4)   The Supplier's performance of this Clause 3.3 shall be at no additional
      charge to Marconi where such performance is part of or is reasonably
      incidental to the provision of the Services; where this is not the case
      and Marconi requests the Supplier to perform this Clause 3.3, the Supplier
      may levy (and Marconi shall pay or procure payment of) an additional
      charge for the performance of such obligations, provided that such
      additional charge shall be reasonable and (as far as reasonably
      practicable) determined prior to performance commencing.

3.4   AUTHORITY OF THE SUPPLIER

(1)   Subject to this Clause 3.4 and Clause 16 (Confidentiality), in the
      discharge of its duties in relation to the IT Services, each of the
      Supplier, BT in its capacity as an Approved Sub-contractor, and such other
      Approved Sub-contractors approved in writing by Marconi for the purposes
      of this Clause 3.4, shall have full discretion, authority, right and power
      to act for, and on behalf of, the appropriate member of the Marconi Group
      in giving such instructions and notifications and to provide such
      information to third parties as may be required in performing the IT
      Services in accordance with this Agreement; the authority contained in
      this Clause 3.4(1) is continuing and shall remain in full force and effect
      until this Agreement or the Supplier's right and obligation to provide the
      IT Services are terminated, provided that such termination shall not
      affect any transactions prior to such termination. The Supplier shall, and
      shall procure that its Approved Sub-contractors shall, give such
      instructions and notifications and provide such information to third
      parties as may be required in performing the Services on behalf of the
      Marconi Group unless otherwise stated in this Agreement or agreed in
      writing by the Parties.

(2)   If the Supplier or any Approved Sub-contractor receives any information,
      instruction, application or other communication from any third party
      relevant to the performance of its duties in relation to the Services
      under this Agreement (a "RELEVANT COMMUNICATION"), then to the extent the
      Relevant Communication or part thereof is not manifestly erroneous and
      subject to Clause 3.4(3), the Supplier or the relevant Approved
      Sub-contractor is entitled:

      (a)   to rely on such Relevant Communication or the relevant part thereof
            as accurate and complete; and

                                       30
<PAGE>
      (a)   to act upon such Relevant Communication,

      without further enquiry of the Marconi Group.

(3)   The provisions of Clause 3.4(2)(a) or (b) only apply in relation to a
      Relevant Communication if the Supplier or the relevant Approved
      Sub-contractor has used Best Industry Practice to satisfy itself that the
      Relevant Communication in question is authentic and correctly received.

(4)   The Supplier shall, and shall procure that the Approved Sub-contractors
      shall, obtain written approval from the Marconi Group before:

      (a)   entering into any contract on behalf of the Marconi Group or making
            representations on behalf of or pledging the credit of the
            Marconi Group;

      (b)   contesting (on behalf of the Marconi Group) any action brought
            against the Marconi Group or instituting any legal or other
            proceedings on behalf of the Marconi Group; or

      (c)   otherwise purporting to conduct the affairs of the Marconi Group
            except as authorised under Clause 3.4(1).

3.5   RECORD KEEPING

      Subject to any conflicting obligation of the Supplier under any other
      provision of this Agreement, the Supplier shall during the term of this
      Agreement, and for a period of five (5) years after its termination or
      expiry, keep or cause to be kept on behalf of the Marconi Group such
      books, records, statements, documents of title, licence agreements and
      certificates and other documents so as to give a complete and accurate
      record of all transactions carried out by the Supplier on behalf of the
      Marconi Group and shall cooperate fully with any requests by the Marconi
      Group and any Competent Authority to inspect and take copies of such
      records for the purpose of ensuring that the Supplier has complied with
      its obligations under this Agreement.

3.6   CRIMINAL ACTS

      Each Party shall indemnify the other and members of its Group in respect
      of all criminal acts or wilful default committed by its employees, agents
      or contractors in the performance of or purported performance of this
      Agreement.

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<PAGE>
3.7   REGULATED ACTIVITIES

(1)   Marconi acknowledges that certain of the [***] Services, the other
      obligations of the Supplier under this Agreement or any Country Agreement
      and certain of the licences granted hereunder (and/or, in any such case,
      the terms, including as to price, thereof) may:

      (a)   be regulated by Applicable Legislation (binding on the Supplier or
            its Approved Sub-contractors);

      (b)   be subject to mandatory or published terms (including as to price);
            or

      (c)   be subject to a non-discrimination obligation (or equivalent) such
            that the grant of particular terms to the Marconi Group would result
            in an obligation (imposed by Applicable Legislation on the Supplier
            or its Approved Sub-contractors) to provide those terms to third
            parties,

      (these Services or obligations shall be known as "REGULATED
      ACTIVITIES").

(2)   Notwithstanding anything in this Agreement, nothing in this Agreement or
      in any Country Agreement shall operate to require the Supplier Group to
      provide Services or perform obligations (or operate as a grant of, or an
      obligation to grant, any licence) which are or are subject to Regulated
      Activities other than in accordance with Applicable Legislation or any
      mandatory or published terms, or in any circumstances which would result
      in an obligation of the type referred to in Clause 3.7(1)(c). In these
      circumstances, the Supplier Group shall be entitled, taking account of the
      matters listed in Clause 3.7(1)(a) to (c), to provide the Services or
      perform those obligations (or grant a licence) consistent with the
      Applicable Legislation or other mandatory or published terms.

(3)   Where the provision of the Services or the performance of an obligation by
      the Supplier Group is a Regulated Activity, the Supplier Group shall be
      entitled to suspend the provision of that Service or the performance of
      that obligation where, and to the extent that, the Supplier Group is
      strictly required to do so in order to comply with Applicable Legislation
      or other mandatory or published terms, provided that the Supplier Group
      shall use all reasonable endeavours to reinstate the provision of the
      Services or the performance of its suspended obligations as soon as
      possible.

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<PAGE>
3.8   AVAILABILITY OF THE MARCONI ASSETS AND PERSONNEL

(1)   This Clause 3.8 applies in respect of Marconi Assets (other than IT
      Equipment) and Marconi Controlled Group's personnel (other than
      Transferring Employees) that were used by the Marconi Controlled Group
      before the relevant Cutover for the purpose of providing the Internal
      Services replaced by the Services and are necessary to be used by the
      Supplier or any Approved Sub-Contractor in the provision of the Services
      (the "RELEVANT ASSETS").

(2)   If requested by the Supplier, and to the extent that Marconi (or any other
      member of the Marconi Controlled Group) is reasonably able to do so
      without infringing or breaching third party rights, Marconi shall (free of
      charge) use its reasonable endeavours promptly to give access to the
      Supplier Group to the Relevant Assets (other than any such personnel whose
      services are no longer reasonably available to Marconi or any other member
      of the Marconi Controlled Group) for use in connection with the Services.
      Where the Relevant Assets are made available to the Supplier Group, the
      Supplier shall (and shall ensure that other members of the Supplier Group
      shall) use reasonable endeavours to comply with any terms disclosed to the
      Supplier relating to the Relevant Assets.

3.9   ANCILLARY FACILITIES

(1)   Catering services that are made available to Marconi employees at or in
      the vicinity of the Sites shall be made available to the Supplier
      Personnel but only to the same extent and for so long as those services
      are made available to Marconi's employees (and thereafter Marconi shall
      have no obligation to provide catering facilities under this Agreement).

(2)   Marconi shall continue to make car parking facilities available at or in
      the vicinity of the Sites for the use of Supplier Personnel, to the same
      level as the car parking facilities which were made available to
      Transferring Employees immediately before the relevant Cutover. Marconi's
      obligation under this Clause 3.9(2) shall however only continue for so
      long as such car parking facilities are made available to Marconi
      employees (and thereafter Marconi shall have no obligation to provide any
      car parking facilities under this Agreement).

3.10  UNWINDING OF ITALIAN TRANSFER AGREEMENT

      If at any time during the term of this Agreement the transfer under the BT
      Italian Transfer Agreement of all or any portion of the Assets located in
      Italy (the "AFFECTED ASSETS") is declared by any competent authority to be
      or have been ineffective for any


                                       33
<PAGE>
      reason (or if it appears to be reasonably likely that such a declaration
      may be made), then Marconi and the Supplier shall, and the Supplier shall
      procure that BT shall, use all reasonable endeavours to agree in good
      faith and as soon as is reasonably practicable an alternative basis on
      which such of the Services as require the use by the Supplier or any
      Approved Sub-Contractor of the Affected Assets (the "AFFECTED SERVICES")
      may be provided. In reaching any such agreement the Supplier shall, and
      shall procure that any Approved Subcontractor shall, use all reasonable
      endeavours to minimise any disruption to the Services. If such an
      alternative basis for the provision of the Affected Services has not been
      agreed by the time any declaration that the transfer of the Affected
      Assets is ineffective is made, then the Supplier's obligations to provide
      the Affected Services and Marconi's obligations to pay the Charges in
      respect of the Affected Services shall be suspended until such time as the
      Parties and any Approved Sub-Contractor have agreed such an alternative
      basis for the provision of the Affected Services.

4.    CHARGES AND DEFERRED CONTRACT PREMIUM PAYMENTS

4.1   GENERAL

(1)   In consideration for the provision of the Services in accordance with this
      Agreement, Marconi shall, subject to Clause 4.3 (Disputes), pay (or, where
      the Charges in question are provided for by a Country Agreement, procure
      payment, in accordance with that Country Agreement) to the Supplier or its
      nominee for the time being (being a member of the Supplier Group or, in
      relation to the Network Services, BT or a member of BT's Group) (and, for
      the avoidance of doubt, the Supplier may appoint such a nominee in respect
      of part only of the Charges, with the remainder of the Charges being
      payable to the Supplier and/or another such nominee or nominees, and it is
      acknowledged that the proportion of the Charges which is payable to a
      particular nominee will be likely to change on (at least) a month to month
      basis) the Charges, in accordance with the following payment terms:

      (a)   in the case of the IT Services:

            (i)   during any period when the credit rating of Marconi according
                  to the Standard & Poor credit rating service (Long-Term Issuer
                  Credit Rating), as published on the Commencement Date (or, if
                  that service ceases, any replacement service), is lower than
                  [***] (or has been lower in the preceding thirty day period),
                  monthly in advance to the extent the relevant Charges are
                  reasonably ascertainable in advance; and

                                       34
<PAGE>
            (ii)  otherwise, monthly in arrears;

      (b)   in the case of the Transition Services, in accordance with the
            payment terms set out in Paragraph 2 of Schedule 4 (Charges); and

      (c)   in the case of Project Services (other than the Transition
            Services), in accordance with the payment terms for that Service set
            out in the relevant Schedule of Work.

      No other charges or amounts in respect of the performance of that Service
      shall be payable by Marconi except in accordance with this Agreement.

      Any such nomination made under this Clause 4.1(1) shall be revocable from
      time to time by ten (10) Business Days notice to Marconi.

(2)   Invoices shall show the elements agreed from time to time of the Charges
      and other amounts due to be credited to members of the Marconi Group, in
      accordance with any agreed form of invoice. Each invoice shall be
      accompanied by the supporting information set out in Schedule 4 (Charges)
      together with any additional information set out in the Service Level
      Agreement or the Schedule of Work (as the case may be) for the relevant
      Service. Invoices for payments in advance (including under Clause
      4.1(a)(i)) shall be issued by the Supplier (or another member of its Group
      under a Country Agreement) at least thirty (30) days before the due date.

(3)   All invoices shall be paid as set out in Schedule 4 (Charges) or (if
      Schedule 4 (Charges) does not specify when a particular invoice is
      payable) then:

      (a)   in the case of invoices for payments in advance (including under
            Clause 4.1(a)(i)), as set out in this Agreement or as otherwise
            agreed; and

      (b)   in respect of amounts payable in arrears, within thirty (30) days
            from the date of invoice provided that the invoice is correctly
            rendered and, to the extent that the relevant Charges are reasonably
            ascertainable in advance, sent by or on behalf of the Supplier at
            least thirty (30) days before the date due; where this is not the
            case the invoice shall be payable within thirty (30) days from
            receipt of the invoice.

4.2   DEFAULT INTEREST

      If any Party fails to pay any sum due and payable by it under this
      Agreement on the due date, it shall pay Default Interest on that sum from
      the due date until the date of actual payment.

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<PAGE>
4.3   DISPUTES

(1)   Subject to Marconi's election (or deemed election) to receive service
      credits accrued under Schedule 5 (Service Credits), but otherwise
      notwithstanding anything else in this Agreement or any Country Agreement,
      Marconi shall pay (or procure the payment of) the Charges hereunder
      without any deduction or set-off whatsoever, irrespective of any dispute
      that may exist and that would or may otherwise entitle any sum to be
      set-off or withheld from the Charges, except that where (and to the extent
      that) any sum otherwise due from Marconi is, in the opinion of the
      Supplier (acting reasonably), the subject of a bona fide dispute, that sum
      may be withheld from the Charges pending resolution of the dispute, but
      the undisputed portion shall be paid by Marconi in accordance with this
      Agreement. After settlement of the dispute, any amount agreed or
      determined to be payable or repayable shall be due forthwith together with
      any Default Interest thereon in accordance with Clause 4.2 (Default
      Interest).

(2)   The payment of any amount pursuant to an invoice shall not prevent Marconi
      raising a dispute in respect of that amount and shall not constitute
      acceptance by Marconi as to the performance by the Supplier of its
      obligations under this Agreement.

4.4   OVERSEAS CHARGES

(1)   Payment of charges under a Country Agreement shall to that extent
      discharge the obligation of Marconi to pay those Charges under this Clause
      4 (Charges).

(2)   At Marconi's request the Supplier shall notify Marconi of the total amount
      of invoiced Charges in respect of any period.

4.5   CHANGES IN LAWS

(1)   Subject to Clauses 4.5(2) and Clause 4.7 (Taxes), where a change in
      Legislation occurs after the Commencement Date which:

      (a)   changes the cost to the Supplier Group of providing the Services in
            accordance with this Agreement; and

      (b)   specifically affects the provision of the Services to the Marconi
            Group as a result of the nature of the Marconi Group's business or
            of any other matter specific to the Marconi Group,

      the Parties shall negotiate and implement an equitable adjustment to the
      Charges to reflect that change (in default of agreement, to be determined
      by Expert's Decision).

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<PAGE>
      In all other cases, the Supplier Group's cost of its complying with a
      change in Legislation shall be for the Supplier Group's account.

(2)   Clause 4.5(1) shall not apply in the case of changes to Legislation
      affecting Services which are Regulated Activities to the extent that any
      restraints or requirements imposed by Applicable Legislation or other
      mandatory or published terms prevent or restrict an adjustment to the
      Charges or otherwise impose alternative requirements or in any
      circumstances which would result in an obligation of the type referred to
      in Clause 3.7(1)(c). In such circumstances, the Charges shall be varied in
      accordance with the relevant Applicable Legislation or other mandatory or
      published terms.

4.6   MCL

      It is acknowledged that, for so long as MCL is a party to this Agreement,
      Services shall be provided to and for the benefit of MCL as well as other
      members of the Marconi Group. Where the Supplier has nominated BT or
      another member of the BT Group under Clause 4.1(1) (General) or the
      Supplier has assigned rights to BT or another member of the BT Group under
      Clause 25.1(1)(c) (Assignment and Transfer), then BT (and/or its Group
      member) shall be entitled to enforce (and pursue its right to recover
      payment) against MCL (for so long as MCL is a party to this Agreement):

      (a)   any failure by Marconi to pay the Charges in respect of the Network
            Services hereunder (to the extent of such nomination); and

      (b)   the assigned rights (to the extent of such assignment),

      to the same extent as if BT (and/or such BT Group member) were a party to
      this Agreement in lieu of the Supplier in respect of the relevant
      provisions, provided that the rights granted to the BT Group against MCL
      under this Clause 4.6 are limited to a right of set-off up to the amounts
      (if any) owing from time to time from any members of the BT Group to MCL
      under the "Purchasing Contracts" to which the Side Deed refers, and
      subject to Clause 19.1 (Liability). This Clause 4.6 is without prejudice
      to any common law right of set-off which the BT Group may have against MCL
      arising other than pursuant to or in relation to this Agreement.

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<PAGE>
4.7   TAXES

(1)   Except as provided in this Clause 4.7 (Taxes) and notwithstanding Clause
      4.5 (Changes in Laws), the Charges are exclusive of value added tax or any
      applicable sales or service tax or any similar tax which is referable to
      the provision of the Services and any successor or supplemental taxes
      ("VAT") and, to the extent that such taxes are properly referable or
      chargeable to Marconi or to a member of its Group which is signatory to a
      Country Agreement, Marconi (or such Marconi Group member) shall pay them,
      in addition to the Charges, against delivery of a valid VAT, sales or
      service tax or comparable invoice.

(2)   [***]

      (a)   [***]

      (b)   [***]

      [***]

(3)   [***]

(4)   Where a Party is liable to another in respect of any taxes (or required to
      bear such taxes for which another Party is liable to the relevant
      Governmental Authority) pursuant to this Clause 4.7, it shall pay those
      taxes not less than three (3) Business Days before the date on which the
      relevant other Party is required to account to a Governmental Authority or
      to another Party for the taxes in question or, if later, once it has
      received a valid VAT, sales tax, use tax or comparable invoice for them
      from the relevant other Party.

4.8   DEFERRED CONTRACT PREMIUM PAYMENTS

      The Supplier shall pay Marconi the amounts set forth in section 13 of
      Schedule 4 (Charges) on the dates stated; such amounts are exclusive of
      value added tax or any applicable sales tax or any similar tax which may
      be referable to such payments, and, to the extent that such taxes are
      properly referable or chargeable, the Supplier shall pay them, in addition
      to such amounts, against delivery of a valid VAT, sales tax or comparable
      invoice.

4.9   PAYING AGENT

(1)   Subject to Clause 4.9(2), where any member of the Supplier Group or the BT
      Group elects not to purchase a Current Contract under a Transfer
      Agreement, and the costs in

                                       38
<PAGE>
      respect of the Current Contract in question are included in the Budget or
      the Charges, then the Supplier shall (or shall procure that a member of
      the Supplier Group shall), as agent for and on behalf of the relevant
      member of the Marconi Group, pay such of the charges or other outgoings
      under such Current Contract as reflect such costs, and shall indemnify
      Marconi in respect of all Loss incurred or sustained by Marconi or the
      relevant Marconi Group member as a result of a failure by the Supplier
      Group to comply with this Clause 4.9 (Paying Agent).

(2)   Clause 4.9(1) is subject to Marconi not being in breach of Clause 4.1
      (General) and Marconi shall indemnify the Supplier in respect of its (and
      other members of the Supplier's Group's) reasonable incremental costs of
      complying with Clause 4.9(1) insofar as they are not reflected in the
      Charges.

5.    VALIDATION OF INFORMATION

5.1   SERVICE LEVEL AGREEMENT

(1)   In relation to any Services in respect of which Cutover has occurred,
      during the period from the date on which such Cutover occurs until the end
      of the relevant True-up Process (as defined in Clause 5.2(1)), the Parties
      will undertake a review of the Service Level Agreement in order to
      validate that it fairly describes:

      (a)   the Internal Services in respect of which Cutover has occurred; and

      (b)   the quality, manner and level of provision of such Internal
            Services, including the extent to which the Marconi Group complied
            with the standards and policies identified in Schedule 3 (Standards
            and Policies) in the period up to the relevant Cutover.

      The validation to which this Clause 5.1(1) refers shall be by reference to
      the records of the Marconi Group to the extent they exist or, where they
      do not exist or are insufficient for the purpose, by reference to the
      information gathered by the Supplier (in the absence of manifest error or
      negligence) for the purpose of the True-up Process (including the results
      of the measurements to be made by the Supplier over a period of not less
      than three (3) months during the True-up Process).

(2)   To the extent the Service Level Agreement does not fairly reflect the
      matters to which Clause 5.1(1)(a) or (b) refers (either because of an
      error or omission or otherwise), the Service Level Agreement shall be
      amended to do so.

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<PAGE>
(3)   This Clause 5.1(3) applies only insofar as the IT Services are to be
      performed after any Cutover by a sub-contractor pursuant to an In-Scope
      Contract, the costs of which are included in the Budget (as verified under
      the True-up Process under Clause 5.2) or included in the Charges pursuant
      to Clause 5.2(6). If the review in Clause 5.1(1) cannot reasonably
      establish whether the Service Level Agreement does fairly describe the
      relevant matters as actually so performed by the counter-party to the
      relevant In-Scope Contract, then for the purpose of any amendment pursuant
      to Clause 5.1(2), the sub-contractor shall be assumed to be performing the
      relevant IT Services in accordance with the requirements of the relevant
      In-Scope Contract.

(4)   If by the end of the True-up Process the Parties have not agreed either
      that the Service Level Agreement fairly describes the matters to which
      Clause 5.1(1) refers or the amendments that are required to be made so
      that it does so, the outstanding issues in dispute shall be determined by
      Expert's Decision.

(5)   Any determination of the Expert under Clause 5.1(4) shall specify the
      amendments (if any) that shall be made to the Service Level Agreement so
      that it fairly represents the matters to which Clause 5.1(1) refers.

5.2   TRUE-UP PROCESS

(1)   Within the [***] months following Cutover in relation to any Services, the
      Supplier shall complete the due diligence and information verification
      process contemplated by this Clause 5.2 (each being a "TRUE-UP PROCESS").
      The purpose shall be to verify:

      (a)   the Resource Baseline (as defined in Schedule 4 (Charges)) for each
            Service Category Cutover against the actual volumes of Internal
            Services provided as of the relevant Cutover ("ACTUAL VOLUMES");

      (b)   the accuracy of the information provided to the Supplier and to BT
            by way of specific disclosures contained in Appendix B of the
            Disclosure Letter, subject to Clause 5.2(2), and the accuracy and
            completeness of the Budget as a statement of:

            (i)   the cost actually incurred by the Marconi Group; or

            (ii)  reasonably expected to be incurred by the Marconi Group had
                  the Marconi Group continued to provide the relevant Services,

                                       40
<PAGE>
            in each case in relation to the Cutover IT Services and the Project
            Services in the period to which the Budget relates or the relevant
            part of that period (all the information referred to in this (b)
            being "BASELINE INFORMATION");

      (c)   the assumptions as specified in Schedules 4 (Charges) and 22
            (Assumptions and Dependencies); and

      (d)   whether the Service Level Agreement fairly describes any Internal
            Services procured under a Current Contract:

            (i)   which does not relate to any hardware or other information
                  technology and network assets or equipment owned by the
                  Marconi Group and located outside the Territories or used
                  exclusively for a purpose other than the Internal Services;
                  and

            (ii)  the costs of which are not included in the Budget.

(2)   In relation to staff costs, the purpose of the True-Up Process shall be to
      verify that the Baseline Information includes the cost of all staff (as a
      result of payment of salary, national insurance contributions, pensions
      and other benefits) used by the Marconi Group to deliver the Internal
      Services as of the relevant Cutover. This includes costs of all vacant
      positions to the extent that the number of Transferring Employees is below
      the number of staff required by Marconi to deliver the Internal Services
      as of the relevant Cutover.

(3)   Marconi shall grant the Supplier and/or its designees, including
      sub-contractors, reasonable access to all information, Marconi Group
      personnel and resources reasonably required for the True-up Process and
      shall otherwise provide reasonable co-operation to the Supplier in
      connection with the True-up Process.

(4)   In verifying the accuracy and completeness of the Budget the Supplier
      shall apply the generally applicable accounting principles that were
      applied by Marconi in preparing the Budget.

(5)   Subject to Paragraph 6.3(3) of Schedule 4 (Charges), to the extent that
      the True-up Process identifies any variations in the Resource Baseline for
      any Service Category as compared to the Actual Volumes for that Service
      Category, then Paragraphs 1.3(3) to (5) of Schedule 4 shall apply.

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<PAGE>
(6)   To the extent that by the end of a True-up Process:

      (a)   it is identified that the Baseline Information is inaccurate or
            incomplete, or that the Budget is inaccurate or incomplete as a
            statement of:

            (i)   the costs actually incurred by the Marconi Group; or

            (ii)  the costs reasonably expected to be incurred by the Marconi
                  Group had the Marconi Group continued to provide the relevant
                  Services,

            in each case in relation to the Cutover IT Services and the Project
            Services in the period to which the Budget relates (or the relevant
            part of that period);

      (b)   information or costs are identified which render any assumption as
            referred to in Clause 5.2(1)(c) invalid; or

      (c)   it is identified that the Service Level Agreement fairly describes
            any Internal Services procured under a Current Contract satisfying
            the parameters in Clause 5.2(1)(d)(i) and (ii),

      (any thereof being a "RELEVANT MATTER") then a fair and reasonable
      adjustment, calculated according to the formula set out in Clause 5.2(7),
      shall be made to the Baseline Charges, save that the Baseline Charges will
      not be reduced if the item which would otherwise give rise to the
      adjustment will need replacement or substitution to allow the Supplier to
      perform the Services in accordance with this Agreement as from the
      relevant Cutover, provided that the item is so replaced or substituted or
      the Supplier is otherwise performing the Services in accordance with this
      Agreement by other means. For the avoidance of doubt, any adjustment to
      the Charges which may arise in relation to any of the circumstances to
      which Clause 21 (Alterations in the Marconi Group) applies shall be made
      under Clause 21.7 and not under this Clause 5.2(6).

(7)   The formula to be applied to adjust the Baseline Charges is as follows:

      (a)   where the Relevant Matter results in an increase in the cost of
            providing the IT Services excluding the Network Services (when
            compared to what the cost would have been, but for the Relevant
            Matter), the Baseline Charges for such Services shall be increased
            by that increase in cost multiplied by the Adjustment Percentage,
            except that where (and to the extent that) such increase in cost
            consists of third party obligations which cannot be replaced or
            substituted (without, in either such case, breach of contract or
            payment of a


                                       42
<PAGE>
            charge or penalty), such Baseline Charge will be increased by the
            actual increase in costs for so long as under the terms of such
            third party obligation it cannot be replaced or substituted;

      (b)   where the Relevant Matter results in a decrease in the cost of
            providing the IT Services excluding the Network Services, the
            Baseline Charges for such Services shall be decreased by an amount
            equal to the Adjustment Percentage of such decrease in cost;

      (c)   where the Relevant Matter results in an increase in the cost of
            providing the Network Services (when compared to what the cost would
            have been, but for the Relevant Matter), the Baseline Charges for
            such Services shall be increased by that increase in cost multiplied
            by the Network Adjustment Percentage except that where (and to the
            extent that) such increase in cost consists of third party
            obligations which cannot be replaced or substituted (without, in
            either such case, breach of contract or payment of a charge or
            penalty), such Baseline Charge will be increased by the actual
            increase in cost for so long as under the terms of such third party
            obligation it cannot be so replaced or substituted;

      (d)   where the Relevant Matter results in a decrease in the cost of
            providing the Network Services, the Baseline Charges for the Network
            Services only shall be decreased by an amount equal to the Network
            Adjustment Percentage of such decrease in cost; and

      (e)   for the purposes of this Clause 5.2(7):

            (i)   "ADJUSTMENT PERCENTAGE" means [***]; and

            (ii)  "NETWORK ADJUSTMENT PERCENTAGE" means[***].

(8)   Where the True-Up Process identifies matters to which Clause 5.2(5) and
      (6) refer in relation to the same Services, the provisions of Clause
      5.2(5) shall apply first followed by Clause 5.2(6) and (7).

(9)   Where adjustments to the Charges arise as a result of this Clause 5.2, the
      adjustments will be applied to the Charges for the relevant Services (e.g.
      Helpdesk, Desktop, Network Services, Applications Development and
      Maintenance, Data Centre Services) in the Invoice Region in question.
      Where an adjustment cannot be linked to a specific Service and Invoice
      Region or it relates to more than one Service or Invoice


                                       43
<PAGE>
      Region the overall adjustment will be pro-rated in a fair and reasonable
      manner across the Charges for the affected Services and Invoice Regions.

(10)  Where any Network Services which would otherwise be delivered in a Phase 2
      Territory do not Cutover by the Phase 2 Long Stop Date, the Charges in
      respect of the remaining Network Services which have Cutover by that date
      shall be adjusted in accordance with Change Control.

(11)  Where any IT Services (other than the Network Services) which would
      otherwise be delivered in a Phase 2 Territory in an Invoice Region
      comprising more than one Country do not Cutover by the Phase 2 Long-Stop
      Date, the Charges in respect of the remaining IT Services (other than the
      Network Services) to be provided in the same Invoice Region which have
      Cutover by that date shall be adjusted in accordance with Change Control.

(12)  Any variations in the Charges shall apply retrospectively from the
      relevant Cutover to which the True-up Process in question relates and any
      amount due to the Supplier as a result of underpayment of the Charges, and
      any amount due to Marconi as a result of overpayment of the Charges shall
      be reconciled and paid by the relevant Party within thirty (30) days of
      the reconciliation.

(13)  Subject to Clause 5.2(5), any dispute between the Parties arising in
      relation to the application of this Clause 5.2 shall be determined by
      Expert's Decision.

(14)  References in this Agreement to the "END OF THE TRUE-UP PROCESS" mean the
      end of the [***] month period referred to in Clause 5.2(1) (as such period
      may be varied from time to time by agreement in writing of the Parties).

6.    TECHNOLOGY REFRESHMENT

      The provisions of Schedule 17 (Technology Refreshment) shall have effect.

7.    CONTINUOUS IMPROVEMENT

      The provisions of Schedule 18 (Continuous Improvement) shall have effect.

8.    BENCHMARKING

8.1   The provisions of Schedule 19 (Benchmarking) shall have effect, subject to
      the following (and all capitalised expressions in this Clause 8 have the
      same meaning as in Schedule 19 (Benchmarking)):


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<PAGE>
      (a)   Marconi shall not be entitled to include any [***] within the scope
            of an Assessment covering any other Services; and

      (b)   Paragraph 4.4 of Schedule 19 (Benchmarking) shall not apply to any
            Value for Money Benchmarking of the Charges applicable to any [***].

8.2   Nothing in Clause 8.1 shall affect the interpretation of the expression
      "reasonable endeavours" elsewhere in this Agreement, the Asset Transfer
      Agreement, the BT Asset Transfer Agreement or any Transfer Agreements.

9.    GOVERNANCE

      The provisions of Schedule 20 (Governance) shall have effect.

10.   MARCONI SOFTWARE AND ASSETS

10.1  RELEVANT ASSETS

(1)   Marconi hereby grants to the Supplier, or shall procure the grant to the
      Supplier of, a non-exclusive, non-transferable world-wide licence for the
      duration of this Agreement to use the Marconi Software and, subject to the
      prior written consent of Marconi (which shall not unreasonably be withheld
      or delayed), to translate, adapt, arrange and otherwise alter the Marconi
      Software only in connection with and to the extent necessary for the
      purpose of providing the Services.

(2)   The Supplier is not entitled to sub-license its rights under Clause
      10.1(1) to any third party, including its agents, except that it may
      sub-licence those rights to sub-contractors approved by Marconi or
      permitted under Clause 25 (Assignment and Sub-Contracting). The terms of
      any sub-licence granted by the Supplier to its subcontractors may permit
      the sub-contractor to grant further sub-licences to the sub-contractor's
      permitted sub-contractors, subject in each case to the prior written
      consent of Marconi (not to be unreasonably withheld or delayed) and
      provided that the Supplier shall remain responsible for the acts or
      omissions of such sub-contractors in relation to the Marconi Software as
      if they were acts or omissions of the Supplier.

10.2  MARCONI ASSETS

(1)   Except as provided in the Service Level Agreement or a Schedule of Work,
      the Marconi Assets shall not be used by the Supplier for any purpose other
      than provision of the Services without the prior written consent of
      Marconi.


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<PAGE>
(2)   The Supplier undertakes the safe custody of and the return to Marconi of
      all Marconi Assets in the possession or control of the Supplier Group or
      any Approved Sub-Contractors, and shall be responsible for loss of or
      damage to them occasioned whilst in such possession or control otherwise
      than by the act or omission of the Marconi Controlled Group or their
      respective officers, directors, employees, contractors or agents.

10.3  NO LIEN

      Neither the Supplier, nor any sub-contractor nor any other person acting
      on behalf of the Supplier, shall have a lien on any Marconi Assets or
      Marconi Data for any sum due to the Supplier, the sub-contractor or other
      person, and the Supplier shall take any reasonable steps to ensure that
      the title of the Marconi Group, and the exclusion of any such lien, are
      brought to the notice of all sub-contractors and other persons dealing
      with any Marconi Assets or Marconi Data.

10.4  ASSETS ACQUIRED BY THE SUPPLIER

      To the extent the Supplier acquires any assets for and on behalf of the
      Marconi Group, the Supplier shall abide by all Marconi's reasonable
      procedures for authorisation and audit trail documentation as may be
      notified to the Supplier in writing and in advance.

11.   GRANT OF LICENCES

11.1  WORKS

      The Supplier hereby grants, or shall procure that the relevant member of
      the Supplier Group shall grant, to the Marconi Group a non-exclusive,
      royalty free, perpetual licence to use, reproduce, modify, adapt,
      translate, arrange and otherwise alter for the purpose of receiving the
      Services or, following termination or expiration of this Agreement, for
      the purposes of the Marconi Group receiving services that are the same as
      or similar to the Services or are otherwise a replacement for the
      Services, whether provided using its own resources or provided by a Third
      Party Provider, all Works created predominantly in the course of the
      provision of the Services by or on behalf of the Supplier, other than
      Marconi Works.

11.2  SUPPLIER WORKS

(1)   Subject to Clause 3.7 (Regulated Activities), the Supplier hereby grants,
      or shall procure that the relevant member of the Supplier Group shall
      grant, to the Marconi Group for the duration of this Agreement, a
      non-exclusive, royalty-free, non-


                                       46
<PAGE>
      transferable and non-sub-licensable licence to use all Supplier Works as
      are necessary to enable the Marconi Group to enjoy the benefit of the
      Services.

(2)   The Supplier shall not deploy Supplier Works in connection with the
      provision of the Services in such a manner that they are required to be
      used by the Marconi Group in order to receive the Services without the
      prior written consent of Marconi (which consent shall not be unreasonably
      withheld or delayed).

11.3  THIRD PARTY WORKS

      Where in order to receive the Services in accordance with the terms of
      this Agreement the Marconi Group requires licences of Works (whether
      existing as at the Commencement Date or subsequently coming into
      existence), the Intellectual Property subsisting in or relating to which
      is owned by a third party (including, for the avoidance of doubt, any
      Approved Sub-contractor), the Supplier shall use reasonable endeavours to
      ensure that such Works are licensed on terms which permit use by the
      Marconi Group and which entitle the Marconi Group to benefit from any
      indemnities or warranties against infringement of Intellectual Property
      arising from such use. Where the Supplier does not obtain such licence or
      terms, the Supplier shall ensure that such Works are not deployed by
      members of the Supplier Group (or Approved Sub-contractors) in such a
      manner that they are required by the Marconi Group in order to receive the
      Services without Marconi's prior written consent (which consent shall not
      be unreasonably withheld or delayed).

11.4  OTHER AGREEMENTS WITH THIRD PARTIES

      Where any agreement (other than a licence of Works, but for the avoidance
      of doubt including an agreement for the maintenance or support of Works
      whether or not forming part of an agreement for the licence of Works) is
      entered into by any member of the Supplier Group exclusively or
      predominantly for the purpose of providing the Services (whether or not
      the subject matter thereof may be made available to the Marconi Group),
      the Supplier shall or shall procure that the procuring member of the
      Supplier Group shall, use all reasonable endeavours to procure that the
      terms of the agreement:

      (a)   acknowledge that the subject matter of the agreement is to be used
            for the benefit of relevant member(s) of the Marconi Group and
            entitle relevant member(s) of the Marconi Group, after termination
            or expiry of this Agreement, to enforce the provisions of that
            agreement, to the extent


                                       47
<PAGE>
            necessary to receive the Services or services that are the same as
            or similar to the Services;

      (b)   contain a term that, at the request of Marconi, the agreement (or
            the relevant part thereof which benefits Marconi) shall be
            transferred by novation to Marconi or its nominee (being a member of
            the Marconi Group), with effect from termination or expiry of this
            Agreement, at no cost; and

      (c)   gives full credit (wherever relevant) to Marconi for the period or
            periods during which the member of the Supplier Group shall have
            procured such services.

12.   PROPERTY AND PERSONNEL

      The provisions of Schedules 10 (Personnel) and 11 (Property) shall have
      effect.

13.   TERMINATION

13.1  TERMINATION WITHOUT CAUSE

      Marconi may by notice to the Supplier of at least [***] months, terminate
      this Agreement in whole or in part with effect from the end of the notice
      period, provided that such notice shall not expire and such termination
      shall not take effect before the end of a period of [***] months from the
      Phase 2 Long-Stop Date.

13.2  TERMINATION FOR CAUSE

(1)   Subject to Clause 13.2(3) and to the next paragraph of this Clause
      13.2(1), and to Clause 20 (Force Majeure), either Party (the
      "NON-DEFAULTING PARTY") may by notice to the other Party (the "DEFAULTING
      PARTY") terminate this Agreement in whole or in part as from the date of
      service of the notice if the Defaulting Party commits a material breach of
      this Agreement, which in the case of a breach capable of remedy, is not
      remedied within [***] days after the Non-Defaulting Party has given notice
      containing details of the breach and requiring such breach to be remedied;
      provided that, in the case of a termination of this Agreement in part, the
      Non-Defaulting Party may only terminate those parts of this Agreement
      affected by the breach in question.

      Where the Non-Defaulting Party is Marconi, Marconi is entitled to specify
      a period of notice to terminate this Agreement under this Clause 13.2(1)
      that ought reasonably to allow the Marconi Group to procure a replacement
      service provider but in no event longer than [***] months from the date of
      service of the notice.


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<PAGE>
(2)   "MATERIAL BREACH" means, for the purpose of Clause 13.2(1) and Schedule 7
      (Project Terms):

      (a)   a breach which has, or a series of persistent breaches which taken
            together have, a material adverse effect on the business of the
            Marconi Group (where Marconi is the terminating Party) or the
            Supplier Group (where the Supplier is the terminating Party);

      (b)   in the case of the Supplier, a breach entitling Marconi to terminate
            this Agreement (in whole or part) pursuant to Paragraph 5.2(3)(c) of
            Schedule 5 (Service Credits); or

      (c)   the failure at any given time to make payment of outstanding amounts
            due and payable under this Agreement (and not, in the opinion of the
            terminating party (acting reasonably) the subject of a bona fide
            dispute).

(3)   Subject to the following provisions of this Clause 13.2, where Marconi
      serves notice on the Supplier to terminate this Agreement in whole or part
      under Clause 13.2(1), and the material breach in question was caused
      solely or substantially by an Approved Sub-contractor, the Supplier shall
      within ten (10) Business Days thereafter notify Marconi whether or not the
      Supplier intends to seek to replace the responsible Approved
      Sub-contractor; in default of such notice from the Supplier the right of
      the Supplier to do so shall lapse and Marconi's notice shall take effect
      from the date it was served for the purpose of Clause 13.2(1).

      [***]

(4)   Subject to Clause 13.2(5), where the Supplier elects to replace the
      Approved Sub-contractor, the Supplier shall have a period of [***] days
      from the date of Marconi's notice of termination under Clause 13.2(1) in
      which to appoint a replacement sub-contractor in accordance with Clause
      25.2 (Sub-Contracting) or itself to take over responsibility for the
      provision of the relevant Services within that period and Marconi's notice
      under Clause 13.2(1) shall be suspended during that period (except as
      provided in this Clause 13.2), provided that:

      (a)   the Supplier shall be liable to provide the relevant Services in
            accordance with this Agreement during that period;

      (b)   Marconi is entitled to procure a temporary replacement service; and


                                       49
<PAGE>
      (c)   all other rights of the Marconi Group under this Agreement or
            otherwise in respect of the breach shall be unaffected.

(5)   Where the Supplier appoints the replacement sub-contractor in accordance
      with Clause 25.2 (Sub-Contracting) and the replacement takes over
      responsibility for the provision of the relevant Services within the
      requisite period, then Marconi shall not terminate this Agreement in
      respect of the breach in question and Marconi's notice under Clause
      13.2(1) shall not take effect.

(6)   Where the Supplier does not appoint the replacement sub-contractor in
      accordance with Clause 25.2 (Sub-Contracting) or the replacement does not
      take over responsibility for the relevant Services within the requisite
      period, then Marconi's notice shall take effect from the date it was
      served for the purpose of Clause 13.2(1); where the breach in question is
      a remediable breach and the period for the remedy of the breach has
      expired without the breach being remedied, this Agreement or the relevant
      part thereof shall terminate with immediate effect.

13.3  INSOLVENCY EVENTS

      Either Party may at any time, by serving notice on the other, terminate
      this Agreement in whole or in part with immediate effect as from the date
      of service of the notice if an Insolvency Event occurs in relation to the
      other Party.

13.4  CHANGE OF CONTROL

      If there is a change of Control of Marconi, Marconi may at any time after
      such change of Control by notice to the Supplier of at least [***] months,
      terminate this Agreement in whole (but not in part only) with effect from
      the end of the notice period.

14.   CONSEQUENCES OF TERMINATION OR EXPIRY

14.1  PRESERVATION OF RIGHTS

      Termination or expiry of this Agreement or any part thereof for whatever
      reason shall not affect the rights of the Parties which have accrued in
      accordance with this Clause 14 (Consequences of Termination or Expiry) or
      otherwise have accrued due on or before termination or any obligation to
      pay Charges in respect of Services provided before termination or expiry,
      and Clauses 3.6 (Criminal Acts), 4.2 (Default Interest), 16
      (Confidentiality), Clause 11.1 (Works), 18 (Intellectual Property), 19.1
      (Liability),


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<PAGE>
      23 (Third Party Beneficiaries), 24 (Indemnification Procedure), 25.1(c)
      (Assignment to BT), and 38 (Further Assurance) shall survive termination
      or expiry.

14.2  TERMINATION WITHOUT CAUSE

      Where Marconi has terminated this Agreement or any part thereof pursuant
      to Clause 13.1 (Termination without Cause), the relevant provisions of
      Schedule 13 (Termination Compensation) shall have effect.

14.3  TERMINATION FOR CHANGE OF CONTROL

      Where Marconi has terminated the Agreement or any part thereof pursuant to
      Clause 13.4 (Termination for Change of Control) due to the change of
      Control of Marconi, the relevant provisions of Schedule 13 (Termination
      Compensation) shall have effect.

14.4  TERMINATION BY THE SUPPLIER FOR CAUSE

      Where the Supplier has terminated the Agreement or any part thereof
      pursuant to Clause 13.2 (Termination for Cause), Marconi shall pay Basic
      Costs and Lost Profits (as those expressions are defined in Schedule 13
      (Termination Compensation)), save that for the purpose of this Clause
      14.4, the period in respect of which Lost Profits shall be calculated
      shall be from the date of termination of this Agreement to the day before
      the tenth anniversary of the Phase 1 Completion.

14.5  EXIT ARRANGEMENTS

(1)   If either Party gives notice of termination of this Agreement or any part
      thereof the Exit Arrangements shall apply to the whole or (as the case may
      be) the part so terminated during the notice period and thereafter where
      the duration of the assistance to be provided under the Exit Arrangements
      extends beyond the notice period to terminate this Agreement. The Exit
      Arrangements shall also apply prior to expiry of this Agreement and
      thereafter where the duration of the assistance to be provided under the
      Exit Arrangements extends beyond expiry.

(2)   The Supplier's performance of the Exit Arrangements shall be:

      (a)   free of charge to Marconi where:

            (i)   Marconi has terminated this Agreement under Clause 13.2
                  (Termination for Cause); or


                                       51
<PAGE>
            (ii)  the Supplier has terminated this Agreement under Clause 13.3
                  (Insolvency Events); or

      (b)   subject to payment of a reasonable charge (payable in advance) by
            Marconi, where:

            (i)   this Agreement expires under Clause 2.1 (Scope and Duration);

            (ii)  Marconi has terminated this Agreement under Clause 13.1
                  (Termination without Cause), Clause 13.3 (Insolvency Events)
                  Clause 13.4 (Change of Control), or Clause 20.3 (Force
                  Majeure); or

            (iii) the Supplier has terminated this Agreement under Clause 13.2
                  (Termination for Cause).

(3)   The Supplier shall be entitled to suspend (pending receipt of the relevant
      amount(s)) its obligation to perform the Exit Arrangements if at any given
      time the Marconi Group fails to make payment of the Charges or any amount
      under Clauses 14.2, 14.3, 14.4 or 14.5(2)(b) that is or are due and
      payable under this Agreement (and not, in the opinion of the Supplier
      (acting reasonably)) the subject of a bona fide dispute.

14.6  ASSET ARRANGEMENTS

(1)   Subject to Clause 14.6(4), Marconi shall have the obligation upon the
      expiry or termination of this Agreement (or part of this Agreement) to
      acquire any equipment owned by the Supplier or any member of the Supplier
      Group or Approved Sub-Contractors' Groups, and used exclusively or
      predominately in the provision of the Services (or, in the case of partial
      termination, the Services which have been terminated) at such net book
      value as is determined by depreciating the cost of the equipment appearing
      in the books of the Supplier or the relevant member of the Supplier Group
      or the Approved Sub-Contractor's Group (as the case may be) on a straight
      line basis in accordance with the generally applicable accounting
      principles of the Supplier, the member of the Supplier Group or the
      Approved Sub-Contractors' Group (being the owner of the relevant
      equipment) for the equipment in question; the Supplier shall sell or
      transfer or shall procure that its relevant member of the Supplier Group
      or Approved Sub-Contractors' Group shall sell or transfer the relevant
      equipment at that net book value and free of charge where that net book
      value is nil. Title to, and risk in, the equipment purchased by Marconi
      under Clause 14.6(1) shall pass by delivery to Marconi upon payment of the
      relevant purchase price, and the Supplier, the member of the Supplier
      Group or the member of the Approved Sub-Contractor Group (as appropriate)
      shall deliver such equipment to Marconi (such


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<PAGE>
      delivery to take place at the locations where that equipment is physically
      located at that time). The Supplier warrants that as at the date of any
      sale to Marconi under this Clause 14.6(1) the Supplier and/or the relevant
      members of the Supplier Group and/or any relevant member of the Approved
      Sub-Contractors' Group (as the case may be) have good title to such
      equipment free from and clear of all liens, charges, mortgages, or similar
      encumbrances but excluding liens or licences arising in the ordinary
      course of business which are fairly disclosed to the Marconi Group.

(2)   Without prejudice to Clause 14.6(1), as at the Commencement Date, it is
      contemplated by the Parties that the Marconi Group shall (after
      termination or expiry of this Agreement) continue to use (but without
      undertaking any obligation to do so) the equipment referred to in Clause
      14.6(1) for the purpose of the provision of services that are a
      replacement for the Services.

(3)   Upon the expiry or earlier termination of this Agreement (or part of this
      Agreement), any agreement concluded pursuant to Clause 11.4 (Other
      Agreements with Third Parties) (other than between members of the Supplier
      Group) (or in the case of partial termination, any such agreement which
      relates exclusively or predominantly to that part of the Services to which
      the termination relates) will be transferred by novation to Marconi or its
      nominee and the Supplier shall make all reasonable endeavours to obtain
      the consent of the counter-party and to procure the execution of all such
      deeds and other documents and to do such other things as Marconi may
      reasonably require in order to give effect to the novation(s). Until the
      relevant novation has been obtained, and subject to obtaining necessary
      third party consents, Marconi or its nominee shall be entitled exclusively
      to use the subject matter of the relevant agreement for the purpose of
      continuing that part of the Services to which the termination relates. The
      costs and expenses of the Supplier's (and other members of the Supplier
      Group's) compliance with this Clause 14.6(3) shall be borne by the
      Supplier in the event of expiration of the Agreement or earlier
      termination of the Agreement (or part of it) due to the Supplier's breach
      or for an Insolvency Event of the Supplier; in all other cases the cost
      and expenses shall be borne by Marconi.

(4)   Notwithstanding the terms of any novation pursuant to Clause 14.6(3):

      (a)   Marconi shall indemnify the Supplier against all Losses incurred by
            the Supplier or members of its Group by reason of the failure of
            Marconi or its nominee to observe and perform or procure to have
            observed and performed all obligations under the agreement to the
            extent they should have been performed on or after the date the
            relevant novation is effective or, if earlier,


                                       53
<PAGE>
            the date exclusive use is granted to Marconi or its nominee as
            envisaged by Clause 14.6(3) ("NOVATION DATE"); and

      (b)   with effect from the Novation Date, the Supplier shall indemnify
            Marconi in respect of all Losses incurred by Marconi or its nominee
            (appointed under Clause 14.6(3) in respect of that agreement) by
            reason of the failure by the Supplier or members of the Supplier
            Group or its Approved Subcontractors to observe and perform the
            obligations under the agreement before the Novation Date.

(5)   If this Agreement is terminated by Marconi pursuant to Clause 13.2
      (Termination for Cause), and as a consequence, Marconi purchases equipment
      pursuant to Clause 14.6(1) at a price which exceeds a reasonable price
      which Marconi's incoming service provider would have charged Marconi (in
      the absence of this Clause 14.6(1)) for equivalent equipment (contracting
      on arm's length terms), then the Supplier shall indemnify Marconi for the
      amount of such excess.

(6)   This Clause 14.6(6) applies in respect of assets purchased by Marconi
      pursuant to Clause 14.6(1) and agreements transferred to Marconi (or its
      nominee) pursuant to Clause 14.6(3) and which (in either such case) were,
      immediately before expiry or termination of this Agreement, used (in part)
      for purposes other than the provision of the Services (the "OTHER
      PURPOSES"). In respect thereof:

      (a)   if requested by the Supplier, and to the extent that Marconi is (or
            other members of the Marconi Group are) reasonably able to do so,
            Marconi shall (or shall ensure that other members of the Marconi
            Group shall) subject to such charge as is reasonable in all the
            circumstances, taking into account in particular Marconi's costs
            incurred in connection therewith use its reasonable endeavours to
            promptly make those assets and the subject matter of those
            agreements available to the Supplier Group for use in connection
            with the Other Purposes for a reasonable period and the Supplier
            shall use reasonable endeavours to make alternative arrangements
            such that it ceases use of those assets and/or the subject matter of
            those agreements as soon as is reasonable in all the circumstances;

      (b)   where such assets and/or the subject matter of those agreements are
            so made available to the Supplier Group, the Supplier shall (and
            shall ensure that other members of the Supplier Group shall) comply
            with any terms disclosed to the Supplier relating to the relevant
            assets and/or agreement.


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<PAGE>
(7)   All Transaction Taxes (payable by any Party) on or in respect of the
      transactions and payments referred to in Clause 14.6(1) shall be borne by
      Marconi, except where Marconi has terminated this Agreement under Clause
      13.2 (Termination for Cause), in which case any irrecoverable Transaction
      Taxes shall be for the Supplier's account.

(8)   Prior to lodging any tax filing that could reasonably be expected to give
      rise to any Transaction Taxes payable by the Supplier under Clause 14.6(7)
      ("RELEVANT TAX FILING"), Marconi shall consult with the Supplier and,
      where requested by the Supplier, with BT and consider any reasonable
      position proposed by the Supplier or BT (as the case may be) with respect
      to that part of the Relevant Tax Filing which relates to or could
      reasonably be expected to affect the Supplier's liability under Clause
      14.6(7), with a view to optimising the taxation position of CSC, BT and
      Marconi.

(9)   Marconi shall promptly notify the Supplier upon becoming aware that a tax
      audit, examination, contest or other tax proceeding is or may be carried
      out by any Governmental Authority which relates to or could reasonably be
      expected to affect the Supplier's liability under Clause 14.6(7)
      ("RELEVANT TAX PROCEEDINGS"). The Supplier and, at the Supplier's request,
      BT shall have the right to participate at its own expense in any Relevant
      Tax Proceedings (including without limitation by participating in any
      discussions or negotiations between Marconi and the Governmental
      Authority) and Marconi agrees to consult with the Supplier and, at the
      Supplier's request, BT and keep the Supplier and, at the Supplier's
      request, BT fully informed of all material matters relating to the conduct
      thereof and to promptly provide the Supplier and, at the Supplier's
      request, BT with all material correspondence relating thereto. Marconi
      shall not make any settlement of any Relevant Tax Proceedings which could
      affect the Supplier's liability under Clause 14.6(7) without the consent
      of CSC, such consent not to be unreasonably withheld or delayed.

14.7  SUPPLIER WORKS

      If Marconi so requests, following the termination or expiry of the
      Agreement, the Supplier shall not unreasonably withhold or delay its
      agreement to grant to the Marconi Group (or its nominee) a licence to use
      the Supplier Works for a period of up to one year after such termination
      or expiry, and as is necessary to enable the Marconi Group to continue to
      enjoy the benefit of services the same as or similar to the Services, in
      accordance with reasonable commercial terms.


                                       55


<PAGE>

15.   REPRESENTATIONS AND WARRANTIES

15.1  SUPPLIER REPRESENTATIONS AND WARRANTIES

      The Supplier represents, warrants and undertakes to Marconi that:

      (a)   it has, and will continue to have, the necessary skill, experience
            and resources to perform the Services in accordance with this
            Agreement;

      (b)   it has, or shall obtain and maintain, all rights, licences,
            permissions and approvals necessary for it to perform its
            obligations under this Agreement excluding any rights, licences,
            permission and approvals to be granted by Marconi or other members
            of the Marconi Group under this Agreement, the Asset Transfer
            Agreement, the BT Asset Transfer Agreement or any Country Agreement
            or any Transfer Agreement;

      (c)   it has the right to grant or to assign to Marconi and all members of
            the Marconi Group any rights granted or assigned under this
            Agreement; and

      (d)   it shall provide Marconi with notice of any change of Control of the
            Supplier within five (5) Business Days after the same.

15.2  MARCONI REPRESENTATIONS AND WARRANTIES

      Marconi represents, warrants and undertakes to the Supplier that:

      (a)   it has, or shall obtain, all rights, licences, permissions and
            approvals necessary for it to perform its obligations under this
            Agreement; and

      (b)   it has the right to grant the Supplier and all members of the
            Supplier Group any rights granted under this Agreement.

15.3  MUTUAL REPRESENTATIONS AND WARRANTIES

      Each Party represents and warrants to the other Party that is has full
      power and authority to execute, deliver and perform its obligations under
      this Agreement and that there are no existing agreements or arrangements
      with third parties, the terms of which prevent such Party from entering
      into or performing its obligations under this Agreement.


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<PAGE>
15.4  EXCLUSION OF IMPLIED TERMS

      All warranties, conditions, or terms not set out in this Agreement and
      which would otherwise be implied or incorporated into this Agreement by
      reason of statute, common law or otherwise (other than as to the title to
      goods) are hereby excluded, except to the extent they may not be excluded
      or limited by law.

16.   CONFIDENTIALITY

16.1  CONFIDENTIALITY OBLIGATIONS

(1)   Each Party shall, and shall procure that each other member of its Group
      and its sub-contractors shall, keep confidential this Agreement, its
      provisions, and all information concerning the business, customers, trade
      secrets, processes, or methods of or used by the other Party or any other
      member of its Group or its sub-contractors in carrying on business
      ("CONFIDENTIAL INFORMATION"), obtained from the other pursuant to or in
      connection with this Agreement or which may be disclosed to the other
      during the provision or receipt of the Services or the performance of this
      Agreement before, on or after the Commencement Date, and for this purpose:

      (a)   the Marconi Software, the Marconi Data and the Marconi Works shall
            be included in the definition of Confidential Information as it
            applies to the information of Marconi; and

      (b)   the Supplier Works and works licensed under Clause 11.1 (Works)
            shall be included in the definition of Confidential Information as
            it applies to the information of the Supplier.

(2)   The Supplier may only disclose Confidential Information of the Marconi
      Group to those of the Supplier Personnel who require such Confidential
      Information:

      (a)   for the purpose of carrying out the Supplier's obligations under
            this Agreement; or

      (b)   pursuant to a licence granted pursuant to this Agreement.

(3)   Marconi may only disclose Confidential Information of the Supplier Group:

      (a)   to those of its personnel (including sub-contractors), the personnel
            of other members of the Marconi Group or any Third Party Providers
            or professional advisors who require such Confidential Information
            in connection with the provision or receipt of the Services; or


                                       57
<PAGE>
      (b)   pursuant to a licence granted pursuant to this Agreement;

      except that Marconi shall not disclose any Confidential Information of the
      Supplier to any Third Party Provider in either of the following
      circumstances:

      (c)   until such time as the Third Party Provider has undertaken in
            writing to the Supplier (on terms reasonably acceptable to the
            Supplier) to abide by terms substantially the same as the provisions
            of this Clause 16 (Confidentiality); and

      (d)   Marconi shall not so disclose any such Confidential Information to
            the extent such Confidential Information contains financial
            information (including as to charges or costs) or any trade or
            business secrets of the Supplier Group or of their subcontractors.

(4)   Each Party shall take the same care to avoid disclosing Confidential
      Information of the other Party to any third party as the receiving Party
      takes with information of its own of similar significance but on no
      account less than reasonable care.

(5)   Each Party agrees that (except pursuant to a licence granted pursuant to
      this Agreement) it shall not use any Confidential Information of the other
      Party for any purpose other than the performance of its respective
      obligations or enforcing its rights under this Agreement, nor copy or
      disclose, in whole or part, any such Confidential Information to any third
      party without the written consent of the other Party's authorised
      representative. However, both Parties shall be permitted to disclose this
      Agreement to their professional advisers, agents or representatives
      (including those who are assisting it in connection with this Agreement)
      subject to appropriate written confidentiality obligations.

16.2  EXCEPTIONS

      The provisions of this Clause 16 (Confidentiality) shall not apply to
      Confidential Information which the recipient can show to the disclosing
      Party's reasonable satisfaction:

      (a)   was lawfully known to the recipient (without obligation to keep the
            same confidential) at the date of its disclosure;

      (b)   is after the date of disclosure lawfully acquired by the recipient
            in good faith from an independent third party who is not subject to
            any obligation of confidentiality in respect of such Confidential
            Information;


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<PAGE>
      (c)   was at the time of disclosure or has become generally available to
            the public otherwise than by reason of the recipient's neglect or
            breach of the restrictions set out in this or any other agreement;

      (d)   has been independently ascertained or created by the recipient
            without access to any or all of the Confidential Information as
            demonstrated by its written records; or

      (e)   is required:

            (i)   by law of any relevant jurisdiction; or

            (ii)  by any securities exchange or regulator or Competent Authority
                  to which any Party is subject or submits, wherever situated,
                  including NASDAQ, the Securities and Exchange Commission of
                  the United States of America, the London Stock Exchange, the
                  UK Listing Authority or the Panel on Takeovers and Mergers,
                  whether or not the requirement for disclosure has the force of
                  law,

            but only to the extent and for the purpose of such disclosure, and
            provided that any information disclosed pursuant to this Clause
            16.2(e) shall be disclosed only after notice to the other Parties
            and the disclosing Party shall take reasonable steps to co-operate
            with the other Parties regarding the manner of that disclosure.

17.   DATA PROTECTION

17.1  COMPLIANCE WITH LEGISLATION

      Each Party shall ensure that it shall comply with the provisions and
      obligations imposed on it by Applicable Legislation relating to data
      protection, including the Data Protection Act 1998 and any legislation
      and/or regulations implementing or made under or pursuant to that Act or
      Directives 95/46/EC and 97/66/EC of the European Parliament (all referred
      to as "DATA PROTECTION LEGISLATION").

17.2  RETURN OF PERSONAL DATA

      All personal data acquired by either Party from the other shall be
      returned or deleted (at the option of the requesting Party) on request
      save to the extent required by that Party to discharge its obligations
      hereunder or under Applicable Legislation.


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<PAGE>
17.3  SUPPLIER RESPONSIBLE FOR THIRD PARTIES

      The Supplier shall be responsible for the acts and omissions of any third
      party with whom it contracts or who processes (within the meaning of the
      Data Protection Legislation) data on its behalf as it is for its own acts
      and omissions in relation to the matters provided for by this Clause 17
      (Data Protection).

17.4  DATA CONTROLLER

(1)   The Parties agree that the provisions of this Clause 17.4 (Data
      Controller) shall apply if and to the extent that Marconi and/or any other
      members of the Marconi Group provide personal data for the Supplier
      (including where acting through an Approved Sub-Contractor) to process for
      Marconi and/or other members of the Marconi Group.

(2)   Marconi and/or other members of the Marconi Group shall (as between any of
      them and members of the Supplier Group) determine the purposes for which
      and the manner in which such personal data ("RELEVANT PERSONAL DATA") are
      processed (the entity making such a determination being, for the purposes
      of this Clause 17, the "DATA CONTROLLER").

(3)   The Supplier shall only process Relevant Personal Data in accordance with
      instructions from the Data Controller, and all such processing in
      accordance with this Agreement shall be deemed to be on the instructions
      of the appropriate Data Controller. Any changes to the Services arising as
      a result of such instructions (and the costs implications of such changes)
      shall be dealt with through Change Control.

(4)   Those members of the Marconi Group which are Data Controllers may enforce
      the provisions of this Clause 17.4 in their own right in accordance with
      the provision of the Contracts (Rights of Third Parties) Act 1999, except
      that the Parties may rescind, terminate or vary this Clause 17 or any
      other part of this Agreement without the consent of those Marconi Group
      members.

17.5  ORGANISATIONAL AND TECHNICAL MEASURES

(1)   The Supplier shall provide the Services in accordance with Marconi's
      security policy identified in Schedule 3.

(2)   The Supplier shall take reasonable steps to ensure the reliability of the
      Supplier Personnel who have access to the Relevant Personal Data and shall
      inform them of the importance of the need to avoid Data Protection Events.


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<PAGE>
17.6  FURTHER DATA PROCESSOR OBLIGATIONS

(1)   The Supplier shall promptly, and (to the extent reasonably practicable) in
      any event not later than reasonably required in order to enable any Data
      Controller to fulfil its duties under any Data Protection Legislation:

      (a)   pass on to the Data Controller any enquiries or communication
            (including subject access requests) from end users relating to their
            Relevant Personal Data or its processing;

      (b)   provide such information as may be required for the purpose of
            responding to any such end users or otherwise to comply with duties
            under Data Protection Legislation; and

      (c)   execute a contract in writing with the Data Controller (other than
            Marconi) under which the Supplier agrees directly with the Data
            Controller to process Relevant Person Data in accordance with the
            terms of this Clause 17 (Data Protection).

(2)   The Supplier's reasonable incremental costs of compliance with Clause
      17.6(1) (other than Clause 17.6(1)(c)) shall be for the account of
      Marconi.

18.   INTELLECTUAL PROPERTY

18.1     OWNERSHIP

(1)   Subject to Clause 18(2), all Intellectual Property (if any) subsisting in
      or relating to Marconi Works shall be owned (as between the Parties) by
      Marconi and the Supplier hereby assigns (or shall procure that any member
      of the Supplier Group shall assign) (with full title guarantee) all right,
      title and interest in and to such Intellectual Property to Marconi; at
      Marconi's request and expense, the Supplier shall execute such deeds and
      other documents, and shall do all things, as Marconi may reasonably
      require in order to give Marconi the benefit of this assignment and to
      defend and enforce its rights assigned under this Clause 18.1(1).

(2)   Notwithstanding Clause 18.1(1), nothing in this Agreement shall affect the
      ownership of any Intellectual Property, the ownership of which is already
      regulated by an existing contract between members of the Marconi Group and
      members of the BT Group.

(3)   All Intellectual Property (if any) subsisting in or relating to Works
      (other than Marconi Works) which are developed in the course of the
      provision of the Services by

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<PAGE>

      or on behalf of the Supplier shall be owned (as between the Parties) by
      the Supplier or its designee and Marconi hereby assigns (or shall procure
      that any member of the Marconi Group shall assign) (with full title
      guarantee) all right, title and interest in and to such Intellectual
      Property to the Supplier or its designee; at the Supplier's request and
      expense, Marconi shall (and shall procure that each other member of the
      Marconi Group shall) execute such deeds and other documents, and shall do
      all things, as the Supplier may reasonably require in order to give the
      Supplier or its designee the benefit of this assignment and to defend and
      enforce the Supplier and/or its designee's rights assigned under this
      Clause 18.1(3).

(4)   Nothing in Clause 18.1 shall be deemed to confer on Marconi any rights in
      respect of Works ("PRE-EXISTING WORKS") which are the property of the
      Supplier or a third party, and which are incorporated into any Marconi
      Works but which were created before (or independently of) those Marconi
      Works, provided that:

      (a)   the Supplier shall notify and supply full details to Marconi of all
            such Pre-existing Works before incorporating such Pre-existing Works
            into any Marconi Works;

      (b)   before incorporating such Pre-existing Works into any Marconi Works,
            the Supplier shall and shall procure from such third party the right
            for such Pre-existing Works to be incorporated into the relevant
            Marconi Works; and

      (c)   in relation to any Services relating to or involving the creation,
            development, enhancement, customisation, addition or alteration (by
            or on behalf of the Supplier) of any Marconi Works, the Supplier
            shall provide or shall procure that Marconi has a licence to the
            relevant Pre-existing Works in such Marconi Works on reasonable
            commercial terms.

(5)   If and to the extent that any Intellectual Property is deemed for any
      reason not to vest in the Party in which it is intended (pursuant to
      Clause 18.1(1) or (3)) to vest (the "OWNER"), then subject only to Clause
      18.1(4), upon request by the Owner, the other Party shall forthwith assign
      or otherwise transfer, or procure the assignment or transfer of, the same
      to the Owner free of any encumbrance and without further or any
      compensation to the Owner.

(6)   Nothing in this Agreement shall prevent the Supplier from using skill,
      know-how or methodologies gained or developed in the course of providing
      the Services that is or are of general application and does not
      specifically relate to the Marconi Group,

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<PAGE>

      provided that its or their use by the Supplier does not infringe any
      Intellectual Property of the Marconi Group.

18.2  INDEMNITY

(1)   The Supplier shall indemnify the Marconi Group against any claim (other
      than by a member of the Marconi Group) based upon any allegation of
      infringement of the Intellectual Property of any third party as a result
      of any use by any person of the Supplier IPR either for the purpose of
      this Agreement or for the receipt of the Services which claim is made
      against any member of the Marconi Group or their respective officers,
      directors, employees, agents, successors and assigns, provided that the
      Supplier shall have no obligation with respect to any Losses to the extent
      they arise out of:

      (a)   modification or misuse of equipment, systems, programs or products
            by the Marconi Group or any third party (not being a member of the
            Supplier Group or an Approved Sub-contractor), other than
            modifications or uses authorised by the Supplier;

      (b)   combination, operation or use thereof with devices, data, equipment,
            systems, programs or products other than in accordance with the
            instructions of the Supplier or its subcontractors;

      (c)   the Supplier or any of its Approved Sub-Contractors having complied
            with a written design or instructions provided to it by or on behalf
            of the Marconi Group (however if, within a reasonable period of
            having been provided with the written design or instruction, the
            Supplier becomes aware, or ought reasonably to have become aware,
            that the allegation of infringement is likely to arise, then the
            Supplier shall promptly notify Marconi in writing); or

      (d)   Marconi Group's breach of this Agreement, the Asset Transfer
            Agreement or of the BT Asset Transfer Agreement or of any Country
            Agreement or Transfer Agreement or any use of the Supplier IPR
            outside the scope of the licences granted in this Agreement.

(2)   Marconi shall indemnify the Supplier Group against any claim (other than
      by a member of the Supplier Group) based upon any allegation of
      infringement of the Intellectual Property of any third party as a result
      of any use by any person of the Marconi IPR for the purpose of this
      Agreement made against any member of the Supplier Group or their
      respective officers, directors, employees, agents, successors

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<PAGE>

      and assigns provided that Marconi shall have no obligation with respect to
      any Losses, to the extent they arise out of:

      (a)   modification or misuse of such equipment, software or other
            materials by the Supplier Group or any third party (not being a
            member of the Marconi Group or any Third Party Provider), other than
            modifications or uses authorised by Marconi or any other member of
            the Marconi Group;

      (b)   the Supplier's (or any member of the Supplier Group's) combination,
            operation or use thereof with devices, data, equipment, systems,
            programs or products in an arrangement which is not that of Marconi
            (or any other member of the Marconi Group) prior to the relevant
            Cutover;

      (c)   Marconi having complied with a written design or instruction
            provided to it by the Supplier Group, to the extent that the
            infringement does not arise from the method selected or used by
            Marconi to implement that design or instruction; or

      (d)   the Supplier's breach of this Agreement, the Asset Transfer
            Agreement or the BT Asset Transfer Agreement or any use of the
            Marconi IPR outside the scope of the licences granted in this
            Agreement.

(3)   If any of the circumstances described in Clause 18.2(1) and 18.2(2) arise,
      the Party liable under the indemnity (the "INDEMNIFYING PARTY") to the
      other Party (the "INDEMNIFIED PARTY") may at its own expense promptly:

      (a)   procure the right for the Indemnified Party and (where the Supplier
            is the Indemnified Party, the Approved Sub-Contractors) to continue
            using the Supplier IPR in the case of Marconi or the Marconi IPR in
            the case of the Supplier as envisaged by this Agreement;

      (b)   make or procure such alterations, modifications, adjustments or
            substitutions to all or any part or parts of the Supplier IPR in the
            case of Marconi or the Marconi IPR in the case of the Supplier so
            that it becomes non-infringing without materially affecting the
            relevant part of the Services or the Project or the costs to the
            Supplier of performing this Agreement; or

      (c)   substitute a non-infringing version of the infringing item of
            equivalent functionality and performance.

(4)   In this Clause 18.2 the following definitions apply:


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<PAGE>


      (a)   "MARCONI IPR" means all Marconi Software, Marconi Data and Works
            owned or purported to be owned by the Marconi Group which are made
            available or supplied to the Supplier Group or an Approved
            Sub-contractor pursuant to this Agreement; and

      (b)   "SUPPLIER IPR" means all Works owned or purported to be owned by the
            Supplier Group which are made available or supplied to the Marconi
            Group pursuant to this Agreement, other than Marconi IPR.

19.   LIABILITY AND INSURANCE

19.1  LIABILITY

(1)   Neither Party excludes or limits its liability to the other Party:

      (a)   for death or personal injury caused by its negligence; or

      (b)   any other liability to the extent the liability may not be excluded
            or limited by law.

(2)   Any limitation on liability shall not apply to the extent such Loss is
      caused by fraudulent misrepresentation or deceit.

(3)   Subject to Clause 19.1(1), each Party's Group's entire liability for all
      claims under or in connection with this Agreement and all contracts and
      documents entered into pursuant to this Agreement (including the Country
      Agreements and also liability to assignees permitted under Clause 25.1(1)
      (Assignment or Transfer)) regardless of the form of action and whether in
      contract, tort (including negligence), warranty or any other legal or
      equitable grounds, shall in no event exceed the following limits:

      (a)   the total liability (in aggregate) under or in connection with this
            Agreement in respect of all claims (other than pursuant to the
            indemnities in Clause 18.2 (Intellectual Property Indemnity))
            arising during the period from the Commencement Date to the day
            immediately before Phase 1 Completion: an amount equal to the total
            Transition Charges;

      (b)   for (in aggregate) each claim arising during each Year occasioned by
            any single event or series of related events (other than pursuant to
            the indemnities in Clause 18.2 (Intellectual Property Indemnity)):
            [***]; and

      (c)   the total such liability (in aggregate) under or in connection with
            this Agreement in respect of all such claims arising during each
            Year: [***]


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<PAGE>

      "YEAR" means each period of twelve (12) months or part thereof during the
      term of this Agreement commencing on the date of Phase 1 Completion and
      each anniversary thereof.

      For the avoidance of doubt, nothing in this Clause 19.1(3) shall operate
      to restrict any liability of any member of the Marconi Group to pay the
      Charges or any termination compensation under Schedule 13 (Termination
      Compensation).

(4)   Subject to Clause 19.1(5), in no event will either Party have any
      liability whether based on contract, tort (including negligence), warranty
      or any other legal or equitable grounds, for any indirect or consequential
      loss, or loss of profits, goodwill, revenue, business or anticipated
      savings or (but without prejudice to Clause 3.2(2)(b)(Quality of the
      Services)) for any loss or destruction of data (even when advised of their
      possibility) arising from or related to this Agreement howsoever caused.

(5)   It is in the contemplation of both parties that if the Supplier breaches
      this Agreement, (each such breach being an "EVENT OF DEFAULT"), Marconi
      may suffer Loss as a direct result thereof, as follows:

      [***]

      Without affecting Marconi's other rights, but subject always to Clause
      19.1(4), the Parties agree that such direct Losses if proven by Marconi
      shall not be excluded by the operation of Clause 19.1(4).

(6)   No claim shall be brought by either Party under this Agreement unless it
      shall have given notice in writing of that claim specifying (in reasonably
      sufficient detail) the matter giving rise to the claim, the nature of the
      claim and, so far as practicable, the amount claimed, not later than the
      expiry of a period of [***] years from the date that the claim first
      accrued.

(7)   Marconi agrees with the Supplier to waive any rights or claims which it
      may have against any of the Transferring Employees in respect of any
      misrepresentation, inaccuracy or omission in, or from, any information or
      advice supplied or given by any of the Transferring Employees on which
      Marconi may have relied in connection with agreeing the Assumptions listed
      in Schedule 4 (Charges) and Part 1 of Schedule 22 (Assumptions and
      Dependencies).


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19.2  INSURANCE

(1)   The Supplier shall have in force the following insurances with a reputable
      insurer or (if greater) such levels as are not less than limits of
      liability under Applicable Legislation:

      [***]

(2)   Marconi acknowledges that the insurances referred to in Clause 19.2(1) may
      be subject to excess or deductible provisions such that the insurer may
      not be liable for the entire amount of any particular claim.

(3)   The Supplier shall ensure that Marconi's interest has been recorded [***]
      referred to in Clause 19.2(1)(b).

(4)   The provisions of this Clause 19.2(4) shall apply where the Services are
      to be provided in any State forming part of the USA.

      (a)   The Supplier shall take out and maintain workers compensation
            insurance in all such States, providing in each case a level and
            scope of cover no less than the requirements therefor under the laws
            of the State in question.

      (b)   [***].

(5)   Upon request the Supplier shall provide satisfactory evidence to Marconi
      that the insurances required under this Agreement have been effected,
      including certification from the insurer that such insurances are in
      place; provided that where the Services are to be provided in a State
      forming part of the USA which is a monopolistic State, the requirements of
      this Clause 19.2(5) shall be satisfied by the Supplier providing evidence
      to the reasonable satisfaction of Marconi that the requisite premium has
      been paid to the State insurer.

(6)   [***]

(7)   Marconi shall have in force insurances which cover theft or damage to the
      Supplier's tangible property whilst on Sites or otherwise in the custody
      or control of Marconi or other members of the Marconi Group. The
      provisions of Clause 19.2(3), (4) and (5) shall apply mutatis mutandis.


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20.   FORCE MAJEURE

20.1  Subject to Clause 20.6, if either Party is prevented, hindered or delayed
      from or in performing any of its obligations under this Agreement by a
      Force Majeure Event (as defined below) then:

      (a)   that Party's obligations under this Agreement shall be suspended for
            so long as the Force Majeure Event continues and to the extent that
            Party is so prevented, hindered or delayed;

      (b)   as soon as possible after commencement of the Force Majeure Event
            the Party prevented from fulfilling its obligations shall notify the
            other Party in writing of the occurrence of the Force Majeure Event,
            the date of commencement of the Force Majeure Event and the effects
            of the Force Majeure Event on its ability to perform its obligations
            under this Agreement;

      (c)   the Party prevented from fulfilling its obligations by a Force
            Majeure Event shall use all reasonable efforts to mitigate the
            effects of the Force Majeure Event upon the performance of its
            obligations under this Agreement; and

      (d)   as soon as reasonably possible after the cessation of the Force
            Majeure Event the Party prevented from fulfilling its obligations by
            a Force Majeure Event shall notify the other Party in writing of the
            cessation of the Force Majeure Event and shall resume performance of
            its obligations under this Agreement.

20.2  If any Force Majeure Event prevents, hinders, or delays performance of all
      or any part of the Services then the Supplier shall immediately notify
      Marconi of such event and of its anticipated duration. If the anticipated
      period or the period during which the Force Majeure Event in fact subsists
      is of a length such that in Marconi's reasonable opinion it has or may
      reasonably be expected to have a material adverse effect on the Marconi
      Group or part thereof and the Supplier has had a reasonable opportunity to
      make alternate arrangements for the delivery of the Services and is unable
      to do so, then Marconi may procure such part of the Services from an
      alternate source to the extent that such alternate source can provide
      those Services, subject to Marconi continuing to pay any monies due to the
      Supplier under this Agreement for the remaining Services not affected by
      the Force Majeure Event.

20.3  If the period of the Force Majeure Event in fact subsists to a length such
      that the non-performance delayed or defective performance of the Services
      in accordance with this Agreement would but for Clause 20.5 be a material
      breach of this Agreement, and if the Supplier has been unable to make
      alternate arrangements (having been given a

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      reasonable opportunity to do so) then Marconi may terminate this Agreement
      in respect of the affected Services as of a date specified by Marconi in a
      notice of termination to the Supplier. Where Marconi terminates this
      Agreement in respect of the affected Services, the Parties shall negotiate
      and implement an equitable adjustment to the Charges to reflect the change
      (in default of agreement, to be determined by Expert's Decision).

20.4  For the avoidance of doubt, the Supplier shall be entitled to the Charges
      duly incurred in respect of those Services provided before the relevant
      Force Majeure Event.

20.5  Subject to Clause 20.6, neither Party shall be in breach of this
      Agreement, or otherwise be liable to the other by reason of any delay in
      performance or non-performance of any of its obligations under this
      Agreement to the extent that such delay or non-performance is due to a
      Force Majeure Event of which it has (as soon as reasonably practicable)
      notified the other Party and the time for performance of that obligation
      shall be extended accordingly.

20.6  Upon any Force Majeure Event the Parties shall enter into bona fide
      discussions as soon as reasonably practicable with a view to alleviating
      its effects, or to agreeing upon such alternative arrangements as may be
      fair and reasonable.

20.7  In this Clause 20 "FORCE MAJEURE EVENT" means the occurrence of any event
      or circumstance which is outside the reasonable control of the Party whose
      performance of this Agreement is affected by the event or circumstance,
      such occurrence or circumstance, including any outbreak or threatened
      outbreak of war, acts of terrorism or sabotage, flood, fire, lightening,
      explosion, accident, riot, weather conditions or any other act of God and
      any acts or omissions of any third party (other than of a sub-contractor
      of the Party whose performances affected a third party or whose act or
      omission is to be procured by that Party, except where such an act or
      omission is caused by an event or circumstance which itself would
      constitute a Force Majeure Event in relation to that sub-contractor).

20.8  This Clause 20 (Force Majeure) shall not relieve the Supplier of any
      obligations which it may have under this Agreement in relation to the
      provision of disaster recovery or similar services to the Marconi Group,
      unless those obligations themselves are affected by a Force Majeure Event.

21.   ALTERATIONS IN THE MARCONI GROUP

21.1  This Clause 21 applies if any entity (the "DEPARTING ENTITY") ceases to be
      a member of the Marconi Group or any member of the Marconi Group sells or
      outsources one or

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      more of its businesses or functions (the "DEPARTING BUSINESS") to a person
      who is not a member of the Marconi Group (such cessation, sale or
      outsourcing being referred to, in this Clause 21, as a "DEPARTURE"), and
      such Departing Entity or Departing Business was, before the Departure,
      receiving Services from the Supplier.

21.2  Subject to resolution of costs and technical issues (if any) through
      Change Control, if (at Marconi's entire option) Marconi informs the
      Supplier that there is to be a Departure then, if the Supplier is
      requested to do so in writing by Marconi but subject to Clause 3.7
      (Regulated Activities), the Supplier shall provide the Services under this
      Agreement to that Departing Entity or Departing Business for a period of
      at least six (6) months after the Departure as if that Departing Entity or
      Departing Business were a member of the Marconi Group. Marconi shall be
      responsible for the payment to the Supplier of any reasonable additional
      costs incurred by the Supplier in the provision of the Services to a
      Departing Entity or Departing Business pursuant to this Clause.

21.3  If Marconi does not have sufficient information for the purposes of the
      proposed acquirers of the Departing Entity or the Departing Business in
      respect of the Charges attributable to the supply of Services to the
      Departing Entity or the Departing Business then the Supplier shall (at
      Marconi's cost and provided the Supplier has the information freely
      available) assist Marconi in providing the information as expeditiously as
      possible, taking account of the commercial objectives and need for speed
      on the part of the Marconi Group.

21.4  Marconi may at its discretion use its reasonable endeavours to procure
      that a Departing Entity or the successor in title to a Departing Business
      that is not a member of the Marconi Group shall enter into an agreement
      with the Supplier for the provision of the Services that such Departing
      Entity or Departing Business was receiving from the Supplier under this
      Agreement before Departure.

21.5  Subject to Clause 21.6, where and to the extent that a Departing Entity or
      successor in title to a Departing Business that is not a member of the
      Marconi Group:

      (a)   does not enter into an agreement with the Supplier for the provision
            of the Services that such Departing Entity or Departing Business was
            receiving from the Supplier under this Agreement before the
            Departure, whether or not Marconi used reasonable endeavours under
            Clause 21.4, there shall (notwithstanding that the 24 month period
            referred to in Clause 13.1 may not yet have expired) be deemed to
            be, as of the date of the Departure, a termination of this Agreement
            by Marconi in part under Clause 13.1 (Termination without Cause) to
            the extent of the Services being received by

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            the Departing Entity or (as the case may be) the Departing Business
            immediately before the Departure and (without limitation) Clause
            14.2 (Termination without Cause) shall apply accordingly;

      (b)   does enter into an agreement with the Supplier for the provision of
            the Services that such Departing Entity or Departing Business was
            receiving from the Supplier under this Agreement before the
            Departure, whether or not Marconi used its reasonable endeavours
            under Clause 21.4, such Departure shall not be treated for any
            purpose as a termination in part by Marconi under Clause 13.1
            (Termination without Cause) and, for the avoidance of doubt, the
            provisions of Clause 14.2 (Consequences of Termination) and Schedule
            13 (Termination Compensation) shall not apply.

21.6  Notwithstanding Clause 21.5(a), to the extent that the changes in the
      requirements of the Marconi Group as a result of the Departure are (as
      regards each affected Service Category) within the RRC Resource Band (as
      defined in Schedule 4 (Charges)) for that Service Category, then the
      provisions of Schedule 13 (Termination Compensation) shall not apply.

21.7  Any changes to the Charges or the IT Services provided to the Marconi
      Group arising as a result of a Departure shall be subject to Change
      Control, provided that where the change falls within the scope of the
      relevant "ARC/RRC" mechanism outlined in Schedule 4 (Charges), any
      adjustment to the Charges shall be determined pursuant to those "ARC/RRC"
      mechanisms.

21.8  In addressing matters under Change Control as envisaged by Clause 21.2,
      the Parties shall negotiate in good faith to seek to ensure that the costs
      (including the Charges) that would be incurred by the Departing Entity or
      successor in title to the Departing Business under such an agreement with
      the Supplier Group will not be materially greater than the costs
      (including the Charges) or a reasonable proportion thereof allocable to
      the Services received by the Departing Entity or Departing Business
      immediately before the Departure.

22.   NO COMMISSIONS, ETC

      The Supplier shall not solicit nor accept commissions, rebates, or other
      financial inducements from any suppliers or subcontractors in relation to
      the Services otherwise than in accordance with Best Industry Practice.


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23.   THIRD PARTY BENEFICIARIES

23.1  Marconi has concluded this Agreement on its own behalf and for the benefit
      of the other members of the Marconi Group. The Supplier has concluded this
      Agreement on its own behalf and for the benefit of the other members of
      the Supplier Group.

23.2  Subject to the limits of the Supplier's liability in this Agreement, the
      Supplier shall from time to time indemnify Marconi in respect of an amount
      equal to any and all agreed or proven Loss incurred or sustained by any
      other member of the Marconi Group (other than any Loss arising as a result
      of a breach of Clause 17.4) which:

      (a)   arises or is in connection with a misrepresentation or breach of
            this Agreement by the Supplier (or any member of the Supplier Group)
            or any tortious act or omission of the Supplier (or any member of
            the Supplier Group) or an Approved Sub-Contractor in connection with
            this Agreement, provided that the Loss would have been recoverable
            by the member of the Marconi Group if it had been a party to this
            Agreement assuming that all obligations and warranties owed by the
            Supplier to Marconi were also owed to such member of the Marconi
            Group; or

      (b)   is expressed to be recoverable under an indemnity in this Agreement
            in favour of the member of the Marconi Group.

23.3  Subject to the limits of Marconi's liability in this Agreement, Marconi
      shall from time to time indemnify the Supplier in respect of an amount
      equal to any and all agreed or proven Loss incurred or sustained by any
      other member of the Supplier Group which:

      (a)   arises or is in connection with a misrepresentation or breach of
            this Agreement by Marconi (or any other member of the Marconi Group)
            or any tortious act or omission of Marconi (or any other member of
            the Marconi Group) in connection with this Agreement, provided that
            the Loss would have been recoverable by the member of the Supplier
            Group if it had been a party to this Agreement assuming that all
            obligations and warranties owed by Marconi (the relevant other
            member of the Marconi Group) to the Supplier were also owed to such
            member of the Supplier Group; or

      (b)   is expressed to be recoverable under an indemnity in this Agreement
            in favour of the member of the Supplier Group.

23.4  Marconi shall procure that no other member of the Marconi Group shall, and
      the Supplier shall procure that no other member of its Group shall, save
      as provided for in

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      Clause 17.4(4) (Data Controller) bring a claim against the other Party or
      member of its Group under or relating to this Agreement.

23.5  In no circumstances shall either Party be liable both to the other and to
      another member of the Marconi Group (in the case of the Supplier) or the
      Supplier Group (in the case of Marconi) for Loss incurred or sustained by
      that member of the Marconi Group or that Group member, and the amount of
      such Loss for which a claim may be made shall not exceed the amount which
      the indemnified Party would have been entitled to claim under this
      Agreement assuming that the Loss in question had in fact been incurred by
      that Party.

23.6  Subject to Clauses 17.4(4) and 23.7, no person who is not a Party to this
      Agreement (including any employee, officer, agent, representative or
      sub-contractor of either Party) shall have the right (whether under the
      Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any
      term of this Agreement which expressly or by implication confers a benefit
      on that person without the prior agreement in writing of the Parties.

23.7  It is intended that BT and other members of BT's Group may enforce the
      benefits conferred on them under Clauses 2.13(1) (Guarantees), 4.6 (MCL)
      and 25.2(4) (Claims against Approved Sub-Contractors), of this Agreement
      in accordance with the terms of the Contracts (Rights of Third Parties)
      Act 1999, except that the Parties may rescind or vary this Agreement
      without the consent of BT or any member of BT's Group.

24.   INDEMNIFICATION PROCEDURE

24.1  A Party entitled to indemnification under this Agreement (the "INDEMNIFIED
      PARTY") shall give written notice as soon as reasonably practicable upon
      becoming aware of circumstances giving rise to a right of indemnity under
      this Agreement to the Party that is obligated to provide indemnification
      (the "INDEMNIFYING PARTY"). Within ten Business Days after such notice,
      the Indemnifying Party may notify, in writing, the Indemnified Party of
      its decision to take control of the defence of any claim made by any third
      party and which is the subject of the indemnity and, in such
      circumstances, the Indemnifying Party shall be entitled to take control of
      the defence and investigation of such claim and to employ and engage
      lawyers of its sole choice to handle and defend the same, at the
      Indemnifying Party's sole cost and expense. The Indemnified Party shall
      co-operate in all respects with the Indemnifying Party in the
      investigation and defence of such claim and shall not prejudice any
      defence to any such claim or attempt to settle or compromise such claim.
      No settlement of a claim

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      which involves a remedy other than the payment of money by the
      Indemnifying Party shall:

      (a)   be made without the consent of the Indemnified Party, which consent
            shall not be unreasonably withheld or delayed; or

      (b)   not include as an unconditional term thereof the giving by the
            claimant to the Indemnified Party of a release from all liability in
            respect of such claim.

      If the Indemnifying Party does not assume full control over the defence of
      a claim the Indemnified Party shall have the right to defend the claim in
      such manner as it may deem appropriate, at the cost and expense of the
      Indemnifying Party.

24.2  The Indemnified Party under this Clause 24 (Indemnification Procedure)
      shall use its reasonable endeavours to mitigate the Loss.

25.   ASSIGNMENT AND SUB-CONTRACTING

25.1  ASSIGNMENT OR TRANSFER

(1)   Neither Party may assign or transfer any of its rights or obligations
      under this Agreement without the prior written consent of the other, not
      to be unreasonably withheld or delayed except that:

      (a)   Marconi shall be entitled by notice to the Supplier to assign or
            transfer any or all of its rights or obligations under this
            Agreement to another member of the Marconi Group, provided that

            (i)   Marconi shall at all times be liable for any breach of this
                  Agreement by the assignee or transferee;

            (ii)  if any such assignee or transferee ceases at any time to be a
                  member of the Marconi Group it shall, at the request of the
                  Supplier, immediately reassign and re-transfer all such
                  rights, obligations and liabilities to a remaining member of
                  the Marconi Group, and

            (iii) Marconi may only so transfer payment obligations to a Marconi
                  Group member which is resident (for tax purposes) as follows:

                  (aa)  for Services to be provided in the Invoice Region "UK
                        and Ireland", in the UK;


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                  (bb)  for Services to be provided in the Invoice Region "Rest
                        of World", either (i) in the UK; or (ii) (subject to
                        Clause 2.10(6)) in a Country in the "Rest of World"
                        Invoice Region to which the Services are to be provided
                        under this Agreement; and

                  (cc)  for Services to be provided in any other Invoice Region,
                        in a Country in that Invoice Region,

                  and Marconi shall procure that the entity nominated pursuant
                  to Clause 25.1(1)(a)(iii)(aa), (bb) or (cc) above shall make
                  all payments due under this Agreement from the Country
                  referred to in Clause 25.1(1)(a)(iii)(aa), (bb) or (cc) above.
                  If any such Marconi Group member ceases to be so resident,
                  Marconi will promptly notify the Supplier of this fact and, at
                  the request of the Supplier, ensure that all rights and
                  obligations of the relevant Marconi Group member are promptly
                  assigned and transferred to a member of the Marconi Group
                  which is so resident;

      (b)   the Supplier shall be entitled by notice to Marconi to assign or
            transfer any or all of its rights or obligations under this
            Agreement to another member of its Group provided that (i) at all
            times the Supplier shall be liable for any breach of this Agreement
            by the assignee or transferee, (ii) if any such assignee or
            transferee ceases at any time to be a member of the Supplier Group
            it shall, at the request of Marconi, immediately reassign and
            re-transfer all such rights, obligations and liabilities to a
            remaining member of the Supplier Group; and

      (c)   the Supplier shall be entitled by notice to Marconi to assign to BT
            and/or other members of the BT Group (in whole or in part) the
            benefit of the obligations and warranties imposed on Marconi under
            this Agreement and any claims or rights in damages which the
            Supplier may have in respect of those obligations; for the avoidance
            of doubt, any such liability of Marconi to BT or any other member of
            the BT Group shall be taken into account in determining whether the
            limitation of the Marconi Group's liability under Clause 19.1(3) has
            been reached.

(2)   Following any permitted assignment or transfer under Clause 25.1(1), any
      reference in this Agreement to Marconi or the Supplier shall, where the
      context allows (and in respect only of the rights and obligations so
      transferred or assigned), be a reference to that Party's assignee or
      transferee (as the case may be). Any permitted assignee or transferee
      shall be treated for all purposes as if it had been an original Party to
      (and

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      been granted the relevant rights under) this Agreement, but not so as to
      take into account any other services provided to the assignee/transferee
      prior to the assignment or transfer for the purpose of seeking
      retrospective volume discounts.

(3)   Either Party may disclose to any assignee or transferee or proposed
      assignee or transferee such information about this Agreement (including
      copies of all of it or extracts from it) as is reasonably necessary in
      connection with such an assignment or transfer or to give consideration to
      such a proposed assignment or transfer. This is subject to the assigning
      or transferring Party (i) procuring that such third party executes, in
      favour of the other Party, a confidentiality undertaking comparable in all
      material respects with Clause 16 (Confidentiality) and (ii) having first
      obtained the prior written consent of the other Party, such consent not to
      be unreasonably withheld or delayed. No such disclosure shall be a breach
      of the confidentiality provisions contained in this Agreement.

(4)   The provisions of this Clause 25.1 shall apply to any and all successive
      assignees or transferees from time to time holding the benefit of this
      Agreement.

25.2  SUB-CONTRACTING

(1)   Subject to Clause 25.2(2), the Supplier shall not sub-contract (or
      authorise any of its sub-contractors to sub-contract) the whole or any
      part of the provision of the Services without the prior written consent of
      Marconi (such consent not to be unreasonably withheld or delayed).

(2)   Notwithstanding Clause 25.2(1), the Supplier may sub-contract (and may
      authorise its Approved Sub-contractors to sub-contract) the provision of
      part of the Services to:

      (a)   a member of the Supplier Group or, in the case of an Approved
            Sub-contractor, a member of the Approved Sub-contractor's Group;

      (b)   the other parties to the In-Scope Contracts, in relation to those
            parts of the Services provided for in those In-Scope Contracts; and

      (c)   the sub-contractors identified in Schedule 21 (Approved
            Sub-Contractors), in relation to those parts of the Services
            specified in Schedule 21 (Approved Sub-Contractors) as approved for
            sub-contracting to those parties.

(3)   If the Supplier sub-contracts any of its obligations (other than pursuant
      to In-Scope Contracts), the Supplier shall notify Marconi of the identity
      of the sub-contractor and of the sub-contracted Services and, subject to
      Clause 3.1, procure that its sub-

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      contractor complies with and is bound by the requirements of this
      Agreement as it applies to the Supplier. The Supplier shall (subject to
      Clause 3.1) remain fully liable for the performance of any obligations of
      its sub-contractors and shall be solely responsible for payments due to
      its sub-contractors.

(4)   Marconi shall not (and shall procure that no other member of the Marconi
      Group shall) bring a claim against any Approved Sub-Contractor (whether
      based on contract, tort (including, without limitation, negligence),
      warranty or any other legal or equitable grounds) under or relating to
      this Agreement or the Services.

26. DISPUTE RESOLUTION

26.1  Any question or difference which may arise concerning the construction,
      meaning, effect or operation of this Agreement or any matter arising out
      of or in connection with this Agreement shall in the first instance be
      referred to the Marconi Contract Manager and the Service Delivery Manager.

26.2  If the matter is not resolved within 10 Business Days of its being
      referred to the managers referred to in Clause 26.1 the matter shall be
      referred to the next level of Marconi's and the Supplier's management in
      accordance with the hierarchy set forth in Clause 26.3 who must meet
      within ten (10) Business Days or such other period as the Parties may
      agree to attempt to resolve the matter. If the matter is not resolved at
      that meeting, the escalation shall continue with the same maximum time
      interval through one more levels of management. If the unresolved matter
      is having a serious effect on the Services, the Parties shall use every
      reasonable endeavour to reduce the elapsed time in completing the process.

26.3  The levels of escalation are:

                       THE SUPPLIER                   MARCONI

      FIRST LEVEL      Service Delivery Manager       Marconi Contract Manager

      SECOND LEVEL     Account Executive              Senior Vice President - IT

      THIRD LEVEL      President UK Division          Chief Operating Officer

      If any of the above are unable to attend a meeting, a substitute may
      attend provided that such substitute has at least the same seniority and
      is authorised to settle the unresolved matter.


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26.4  If the matter is not resolved at or before the Third Level then the matter
      shall be submitted to mediation by the Centre for Effective Dispute
      Resolution ("CEDR") within 14 days of either Party giving written notice
      to the other of that Party's wish to refer the matter to mediation by CEDR
      provided that such notice shall only be given while the matter remains
      unresolved by the escalation process and shall be given no later than the
      date 14 days after the date of the meeting of the Third Level of
      management. The representative of the Party giving such notice, at the
      escalation level at which such notice is given, shall (except where such
      notice is given at the Third Level) promptly notify that Party's
      representative at the next level, in order of ascent, that such notice has
      been given. The costs of the mediator shall be shared equally between the
      Parties (each Party bearing its own other costs). Where a matter is
      submitted to mediation as envisaged by this Clause 26.4, the provisions or
      requirements of this Clause 26 (Dispute Resolution) shall not be
      considered to have been applied or met until 6 (six) months after such
      submission.

26.5  Neither party shall seek to terminate this Agreement in reliance on, or
      initiate any proceedings in respect of, any unresolved matter until either
      escalation to and including the Third Level has been completed, unless (a)
      such Party has reasonable cause to do so to avoid damage to its business
      or to protect or preserve any right of action it may have; or (b) the
      termination is by the Supplier on the grounds of an Insolvency Event in
      relation to Marconi, or a breach by Marconi of its payment obligations
      under this Agreement.

26.6  Where any matter or issue is to be referred to Expert's Decision in
      accordance with this Agreement, the Parties shall apply the provisions of
      this Clause 26 (Dispute Resolution) beforehand, and no such reference
      shall take place until the requirements of this Clause 26 (Dispute
      Resolution) have been met.

26.7  The Supplier shall continue to provide the Services and perform its
      obligations under this Agreement notwithstanding that a matter (or
      matters) has or have been referred for attempted Dispute Resolution
      pursuant to this Clause 26 (Dispute Resolution).

26.8  Notwithstanding anything in Clauses 26 (Dispute Resolution), 27 (Expert's
      Decision) or 28 (Arbitration), nothing in those Clauses shall operate to
      restrict either Party's rights to apply for or obtain emergency or
      interlocutory relief.

27.   EXPERT'S DECISION

27.1  Subject to Clause 27.2, any matter or dispute to be determined by Expert's
      Decision shall be referred for determination to a suitably qualified
      person (the "EXPERT")

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      nominated either jointly by the Parties, or failing agreement between them
      within the time stated in this Agreement or, where no time is stated,
      within ten (10) Business Days from the date on which the matter or dispute
      first arose, on the application by either Party by the President of the
      Institute of Chartered Accountants in England and Wales. The Expert shall
      not have a conflict of interest in his dealings with either Party.

27.2  In all cases the terms of appointment of the Expert shall include:

      (a)   a commitment by the Parties to supply the Expert with the
            assistance, documents and information he required for the purpose of
            his determination; and

      (b)   a requirement on the Expert to give his determination within twenty
            eight (28) Business Days or such other reasonable period, and to
            hold professional indemnity insurance both then and for three (3)
            years following the date of his determination.

27.3  The Expert's Decision is final and binding on the Parties in the absence
      of negligence, manifest error or bad faith. The Expert acts as an expert
      and not an arbitrator; Expert's Decision is not a quasi-judicial
      procedure. Save as provided elsewhere in this Agreement, each Party shall
      bear its own costs and the reasonable costs of the Expert shall be borne
      equally between the Parties.

28.   ARBITRATION

28.1  Subject to Clause 26.8, any dispute arising out of or in connection with
      this Agreement shall be resolved in accordance with the provisions of this
      Clause 28.

28.2  Before referring a dispute to arbitration in accordance with Clause 28.4,
      the dispute shall in the first instance be dealt with in accordance with
      Clause 26.

28.3  Where pursuant to this Clause 28 any dispute is to be referred to
      arbitration, compliance with Clause 28.2 shall be a condition precedent to
      the making of an award, unless the Party referring the dispute to
      arbitration has reasonable cause to do so to protect or preserve any right
      of action it may have.

28.4  All disputes arising out of or in connection with this Agreement which
      cannot be resolved in accordance with Clauses 26 (Dispute Resolution) and
      are not to be determined pursuant to Expert's Decision shall be finally
      settled under the Rules of

                                       79
<PAGE>

      the London Court of International Arbitration by three arbitrator(s)
      appointed in accordance with the said Rules. Furthermore:

      (a)   the place and the seat of the arbitration shall be London, England;
            the tribunal shall have the power to conduct hearings elsewhere if
            appropriate;

      (b)   the language of the arbitration, including all documents, shall be
            English;

      (c)   the law governing this agreement to arbitrate shall be the law of
            England and Wales.

28.5  The Supplier irrevocably appoints the person named against it in this
      Clause 28.5 to be its agent for the receipt of service of process in
      England. The Supplier agrees that any service document in relation to the
      subject matter of this Agreement may be effectively served on it in
      connection with proceedings in England and Wales by service on its agent.
      The Supplier's respective appointee is:

           CSC Computer Sciences Limited
           Address:                  Royal Pavilion, Wellesley Road,
                                     Aldershot, Hampshire, GU11 1PZ,
                                     United Kingdom
           For the attention of:     The Company Secretary (or his successor
                                     from time to time)
           Facsimile no:             +44 1252 536 512

           with a copy to:           CSC International Systems Management Inc
           Address:                  2100 East Grand Avenue, El Segundo, CA
                                     90245, USA
           Facsimile no:             +1 310 322 9767
           Marked for the
           Attention of:             Vice President and General Counsel

29.   ENTIRE AGREEMENT

      This Agreement, the Asset Transfer Agreement, the BT Asset Transfer
      Agreement, the Country Agreements, the Transfer Agreements and all
      contracts and documents entered into pursuant to those agreements together
      represent the entire agreement between the Parties in relation to the
      subject matter of this Agreement (and those agreements, contracts and
      documents) and all previous agreements or representations, whether written
      or oral, between the Parties in relation to that subject matter shall be
      ineffective upon execution and delivery of this Agreement, the BT Asset
      Transfer

                                       80
<PAGE>

      Agreement and the Asset Transfer Agreement save in the event of fraudulent
      misrepresentation by a Party.

30.   NOTICES

30.1  All notices and other communications relating to this Agreement:

      (a)   shall be in English and in writing;

      (b)   shall be delivered by hand or sent by post or facsimile;

      (c)   (subject to Clause 30.1(d)) shall be delivered or sent to the Party
            concerned at the relevant address or number, as appropriate, and
            marked all as shown in Clause 30.2 (subject to such amendments as
            may be notified from time to time in accordance with this Clause by
            the relevant Party to the other Party);

      (d)   may in the case of any claim form, judgement or other notice of
            process on either Party be delivered or sent to their respective
            registered offices from time to time; and

      (e)   shall take effect:

            (i)   if delivered, upon delivery;

            (ii)  if posted, at the earlier of the time of delivery and (if
                  posted in the United Kingdom by first class registered post)
                  10 am on the second Business Day after posting; or

            (iii) if sent by facsimile when a complete and legible copy of the
                  communication, whether that sent by facsimile or a hard copy
                  sent by post or delivered by hand, has been received at the
                  appropriate address,

            provided that if any communication would otherwise become effective
            on a non-Business Day or after 5 pm on a Business Day, it shall
            instead become effective at 10 am on the next Business Day.

30.2  The initial details for the purposes of Clause 30.1 are:

      Address:                 Marconi Corporation Plc
                               New Century Park,
                               PO Box 53,
                               Coventry
                               CV3 1HJ,


                                       81
<PAGE>


                               United Kingdom
      Facsimile No:            +44 (0)24 7656 3377
      Marked for
      the Attention of:        The Company Secretary

      With a copy to:

      Party:                   Marconi Corporation plc
      Address:                 1000 Marconi Drive,
                               Warrendale,
                               Pennsylvania USA  15086
      Facsimile no:            +1 724 742 7055
      For the attention of:    Senior Vice President - Information Technology

      PARTY:                   CSC

      Address:                 CSC International Systems Management Inc.
                               2100 East Grand Avenue, El Segundo, CA 90245, USA
      Facsimile No:            + 1 310 322 9767

      Marked for
      the Attention of:        Vice President and General Counsel

31.   NO PARTNERSHIP ETC.

      Nothing in this Agreement or any document referred to in it or any
      arrangement contemplated by it shall be construed as creating a
      partnership between the Parties for any purpose whatsoever and neither
      Party shall have the power or authority to bind the other Party or impose
      any obligations on it to the benefit of any third party.

32.   AMENDMENTS, WAIVERS & RIGHTS CUMULATIVE

32.1  No amendment or variation of the terms of this Agreement shall be
      effective unless it is made or confirmed in a written document signed by
      both Parties.

32.2  No delay in exercising or non-exercise by either Party of any of its
      rights under or in connection with this Agreement shall operate as a
      waiver or release of that right. Rather, any such waiver or release must
      be specifically granted in writing signed by the Party granting it.


                                       82
<PAGE>
32.3  Except as expressly provided in this Agreement, the rights and remedies
      contained in this Agreement are cumulative and are not exclusive of any
      rights or remedies provided by law or otherwise.

33.   SEVERABILITY

      If any part of any provision of this Agreement shall be illegal, invalid
      or unenforceable in any respect, then the remainder of such provision and
      all other provisions of this Agreement shall remain legal, valid and
      enforceable, and the remaining rights, obligations and liabilities of the
      parties under this Agreement shall not be affected or impaired.

34.   COSTS

      Except where this Agreement provides otherwise, each Party shall be
      responsible for all the costs charges and expenses incurred by it in
      connection with and incidental to the preparation and completion of this
      Agreement and the other documents referred to in this Agreement.

35.   COUNTERPARTS

      This Agreement may be executed in any number of counterparts, and by the
      parties on separate counterparts, but shall not be effective until all
      parties has executed at least one counterpart. Each counterpart shall
      constitute an original of this Agreement, but all the counterparts
      together shall constitute but one and the same instrument.

36.   ANNOUNCEMENTS

36.1  NO ANNOUNCEMENTS WITHOUT PRIOR APPROVAL

      The Parties mutually agree (subject to Clause 36.2) that no press or other
      public announcements (whether to shareholders, employees, customers,
      suppliers or otherwise) shall be made or sent out by them in respect of
      the subject matter of this Agreement or an ancillary matter without the
      text of the announcement receiving the prior written approval of the other
      Party (which approval shall not be unreasonably withheld or delayed).


                                       83
<PAGE>
36.2  ANNOUNCEMENT EXCEPTIONS

      Either Party may make or send out any press or public announcement to the
      extent the announcement is:

      (a)   required by the law of any relevant jurisdiction;

      (b)   required by any securities exchange or regulatory or governmental
            body to which either Party is subject or submits, wherever situated,
            including the London Stock Exchange, the UK Listing Authority or the
            Panel on Takeovers and Mergers, whether or not the requirement for
            information has the force of law,

      in which case, the announcement shall only be made or sent out after
      consultation with (and after taking into account the reasonable
      requirements of) the other Party as to the content of the announcement.

37.   GOVERNING LAW AND JURISDICTION

      This Agreement shall be governed by and interpreted in accordance with
      English law. Subject to Clauses 26 (Dispute Resolution) and 28
      (Arbitration) hereof, the Parties irrevocably submit to the non-exclusive
      jurisdiction of the English courts to settle any disputes which may arise
      in connection with this Agreement.

38.   FURTHER ASSURANCE

      Each Party shall, whether before, on or after termination of this
      Agreement, do, execute and perform and shall procure to be done, executed
      and performed, all such further acts, deeds, documents and things as the
      other Party may reasonably require from time to time effectively to give
      effect to this Agreement.

39.   DUTY TO MITIGATE

      Each Party shall and shall procure that each other member of its Group
      shall in relation to any loss or liability which might give rise to a
      claim under this Agreement against the other Party take all available
      steps to avoid or mitigate that loss or liability.

40.   EURO

      If the United Kingdom becomes a participating member state for the
      purposes of European Monetary Union and so the euro becomes a or the
      lawful currency of the United Kingdom, then:


                                       84
<PAGE>


      (a)   that shall not affect the validity of this Agreement or the rights
            or obligations of the Parties under it, nor shall it give any Party
            the right to alter or terminate this Agreement in whole or part; and

      (b)   with effect from the date on which it occurs any amount referred to
            in this Agreement in Sterling shall at either Party's request be
            re-denominated in euros at the rate and in the manner determined by
            the relevant legislation.

EXECUTION

The Parties have shown their acceptance of the terms of this Agreement by
executing it at the end of the Exhibits.


                                       85
<PAGE>


EXECUTION

The Parties have shown their acceptance of the terms of this Agreement by
executing it on the date first written above.

SIGNED by GUY HAINS                      )
                                         )
duly authorised for and on behalf of     )  /s/ GUY HAINS
CSC INTERNATIONAL SYSTEMS                )
MANAGEMENT INC                           )

Witness's signature: /s/ A M GRIMMETT

Name (in capitals): ANA MARIA GRIMMETT

Address: Flat 4   10 Cambart Road   Putney   London SW15 6EW

Occupation: TRAINEE SOLICITOR


SIGNED by CHRISTOPHER EVANS              )
                                         )
duly authorised for and on behalf of     )  /s/ CHRISTOPHER EVANS
MARCONI CORPORATION PLC                  )


Witness's signature: /s/ G M NIENABER

Name (in capitals): G M NIENABER

Address: 34 Vicarage Hill   Farnham GU10 3QS

Occupation: LAWYER


SIGNED by CHRISTOPHER EVANS              )
MARCONI COMMUNICATIONS LIMITED           )  /s/ CHRISTOPHER EVANS
acting by its attorney                   )
                                         )
in the presence of:                      )

Witness's signature: /s/ G M NIENABER

Name (in capitals): G M NIENABER

Address: 34 Vicarage Hill   Farnham GU10 3QS

Occupation: LAWYER


                                       86
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SCHEDULE 1 - SERVICE LEVEL AGREEMENT
                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


                                   SCHEDULE 1

                             SERVICE LEVEL AGREEMENT



                                                                               1
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT
                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


1.    OVERVIEW AND DEFINITIONS

1.1   OVERVIEW

      This Schedule 1 (Service Level Agreement) describes the IT services and
      service levels which the Marconi Group requires from the Supplier.

      The Services and service levels described in this Schedule are based on
      the Services and service levels which the Marconi Group believes it
      currently provides internally, and will be verified and (where applicable)
      amended in accordance with the True-Up Process specified in Clause 5.1
      (True-Up) of the Agreement.

      The description for each service area listed in this Schedule 1 (Service
      Level Agreement) includes a general overview of the business objective to
      be obtained from the service area, as well as detailed service
      specifications and requirements. These service requirements are organized
      into activities, service parameters, service specifications, and
      responsibilities.

      Each service category description is explained in detail, together with
      the level of service to be provided by the Supplier in relation to that
      service category (the "SERVICE LEVEL"). Except where otherwise expressly
      stated, each Service Level will be measured over a calendar month.

      A process definition introducing each service line provides a brief
      description of how the Marconi Group provides the service today. This
      description is not intended to restrict the manner in which the service
      should be delivered in the future.

1.2   DEFINITIONS

      In this Schedule 1 (Service Level Agreement) the following definitions
      apply:

(1)   SUPPORT LEVELS

      The following definitions apply:

            FIRST-LEVEL SUPPORT: ( SIMPLE FAULT RECTIFICATION ).

            -     Provided by the Supplier's in-house personnel (except where
                  expressly highlighted in the service function description);

            -     Configuration assistance and troubleshooting;

            -     Collect information (traces and dumps);

            -     Perform first diagnosis of problem;

            -     Deliver known solutions;

            -     Answer general product and technical questions;



                                                                               2
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT
                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC



            SECOND-LEVEL SUPPORT: ( COMPLEX FAULT RECTIFICATION)

            -     Provided by the Supplier's in-house personnel (except where
                  highlighted in service function descriptions);

            -     Analyse problems in depth;

            -     Problem duplication capabilities;

            -     Fault workaround generation;

            -     Answer high-level product and technical questions;

            -     Provide troubleshooting guidance to first-level support;

            -     Hardware/software diagnosis and verification;

            THIRD-LEVEL SUPPORT: (DESIGN FAULT RECTIFICATION)

            -     Provided by the software licensor/distributor;

            -     Provided by manufacturer to manufacturer support partner;

            -     Provided by manufacturer senior technical support engineering;

            -     Diagnose and report bugs;

            -     Correlate problems with source code;

            -     Work with development engineering to fix bugs;

            -     Release updates/upgrades/software patches.

(2)   PRIORITY LEVELS

      The following table defines the fault priority levels:

<TABLE>
<CAPTION>
     PRIORITY                       DEFINITION                                EXAMPLE
     --------                       ----------                                -------
<S>                 <C>                                          <C>
        1           Critical business impact - entire service    eg WAN backbone failure
                    outage

        2           Significant business impact - impacting      eg LAN failure
                    multiple Users
        3           Single user impact

        4           'How do I?' or request rather than a
                    problem requiring resolution
</TABLE>


      Fault priority levels are determined by support staff (on reasonable
      grounds) taking into account the following factors:

            -     Number of customers affected;

            -     Effect on Marconi Group's business;

            -     Context of Problem;

            -     Deadlines;

            -     Application involved and its importance

            -     Frequency of occurrence of problem;

            -     Customer's sense of priority;

            -     Customer's commitment level;

            -     Availability of a workaround; and

            -     Threat to data integrity or computer security.

(3)   DESKTOPS, PC'S

            -     "PC" means a desktop PC, laptop PC or Unix workstation; and


                                                                               3
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT
                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC




            -     "DESKTOP" means a desktop Windows PC or Unix Workstation.


                                                                               4
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT
                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC



(4)   USER CATEGORIES

      The following definitions apply:

      "STANDARD USER" - These are standard users of the Services where each
      standard Service Level (as specified in this document) applies;

      "HOMEWORKER" - These are users who are formally registered with the
      Marconi Group as "homeworkers". These users will receive a degree of
      remote support, however for some Services (including Desktop support and
      procurement services) the user will be required to visit a Marconi Group
      site Accordingly, some of the Service Levels for this category of user
      will need to be amended to reflect this service differential. This will be
      undertaken as part of the True Up Process.

      "FIELDWORKER" - These are users who operate in the field. Some Services
      (including Desktop support and procurement services) will be available to
      the user in the field. Accordingly, some of the Service Levels for this
      category of user will need to be amended to reflect this service
      differential. This will be undertaken as part of the True Up Process.

      "EXECUTIVE" - These are users who receive an uplift to the standard
      Services. Accordingly, some Service Levels for this category of user will
      need to be amended to reflect this service differential. This category of
      user will be a controlled formalised list of named users, updated from
      time to time.

(5)   IT GROUPS

      The following definitions apply:

      "IT GROUP" means the Supplier's personnel, including personnel which have
      been transferred from the Marconi Group; and

      "MARCONI IT" means the Marconi Group's in house IT personnel who have been
      retained within the Marconi Group and not transferred to the Supplier.

(6)   HOURS OF SUPPORT

      "24X7" means, in respect of a Service, the availability of that Service
      twenty four (24) hours per day, seven (7) days per week.


                                                                               4
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT
                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

2.    HELPDESK & CALL CENTRE SERVICES

2.1   SERVICE DESCRIPTION

(1)   OVERVIEW

      The purpose of the Services listed in this Section 2 (Helpdesk & Call
      Centre Services) is to provide the first point of contact between the
      Marconi Group and the Supplier and to provide first line support for
      Marconi Group employees including the services listed in paragraph 2.1(2)
      below.

      These Services include call taking relating to fault resolution for
      general PC and application problems; user queries of the `How do I?' type;
      account creation & terminations; PC software installations, upgrades,
      replacements and provision of PCs for new hire; video conference booking;
      requests for support and management of the IT services within business
      stream projects including facilities and people moves.

(2)   MAIN FUNCTIONS AND ACTIVITIES

      To provide a central point of contact between the Marconi Group and the
      Supplier for tracking and resolution of problems at 1st level including:

      -     Call taking for general PC application and network problems (this
            may include phone or web based logging);

      -     User queries of the `How do I?' type;

      -     Account creation & terminations;

      -     PC software installations, upgrades, replacements and provision of
            PCs for new personnel hire (Installation Moves and Changes - IMACs);
            and

      -     Service requests for IT generated by business stream projects.

      -     Security:

            -     SecurID token resets, re-syncronisations, disables, issuance
                  of one-time passwords;

            -     Laptop encryption troubleshooting, account resets;

            -     End user VPN initial support; and

            -     Initial security incident contact.

2.2   SERVICE PARAMETERS (SCOPE)

(1)   CURRENT LOCATIONS OF IT CALL CENTRES:

      As at the Commencement Date, the Marconi Group's Call Centre locations are
      located in the following cities, towns or countries:

           N. America:            -   Pittsburgh
                                  -   Chicago
                                  -   Dallas
                                  -   Montreal




                                                                               6
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT
                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


                                  -   Cleveland
                                  -   Bellevue
           EMEA:                  -   UK - Liverpool & Coventry
                                  -   Italy
                                  -   Germany - Backnang
                                  -   South Africa - Midrand
                                  -   Ireland - Dunlaoire
           Latin America:         -   Mexico
                                  -   Brazil

(2)   LANGUAGES SUPPORTED

           N. America:            -   Pittsburgh          - English
                                  -   Chicago             - English
                                  -   Dallas              - English
                                  -   Montreal            - English, French
                                  -   Cleveland           - English
                                  -   Bellevue            - English
           EMEA:                  -   UK                  - English
                                  -   Italy               - English, Italian
                                  -   Germany             - English, German
                                  -   South Africa        - English
                                  -   Ireland             - English
           Latin America:         -   Mexico              - Spanish
                                  -   Brazil              - Portugese

(3)   SERVICE HOURS OF OPERATION


<TABLE>
<CAPTION>
           REGION                             IN - HOURS SUPPORT                       OUT-OF-HOURS SUPPORT
           ------                             ------------------                       --------------------
<S>                                           <C>                                      <C>
           N. America
           Pittsburgh                         Mon - Fri 07:00 - 20:00 EST              Pager Call-out
           Chicago                            Mon - Fri 07:00 - 18:00 Central          Pager Call-out
           Dallas                             Mon - Fri 07:00- 18:00 Central           Pager Call-out
           Montreal                           Mon - Fri 08:30- 17:30 EST               Pager Call-out
           Cleveland                          Mon - Fri 07:00 - 18:00 Central          Pager Call-out
           Seattle                            Mon - Fri 07:00- 18:00 Pacific           Pager Call-out
           EMEA
           UK - Liverpool/Coventry            Mon- Fri 08:00 - 18:00 BST               Pager Call-out
                                              Sat: 08:00 - 12:00 BST
           Italy                              Mon- Fri 06:30 - 20:30 CET               Pager Call-out
                                              Sat: 08:00 - 13:00 CET
           Germany - Backnang                 Mon - Fri 06:30- 20:30 CET               Pager Call-out
           South Africa - Midrand
           Ireland - Dunlaoire                Mon - Fri 09:00- 17:30 BST               Pager Call-out
           Latin America
           Mexico                             Mon - Fri 07:00- 18:00 Central           Pager Call-out
           Brazil                             Mon - Fri 07:00- 17:00 EST               Pager Call-out
</TABLE>


                                                                               7
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT
                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC



(4)   MANAGEMENT SYSTEMS USED


<TABLE>
<CAPTION>
                 REGION                          TICKET TRACKING SYSTEM
                 ------                          ----------------------
<S>                                        <C>
           N. America
           Pittsburgh                                 Remedy ARS
           Chicago                                    Remedy ARS
           Dallas                          GWI (with Lotus Notes Interface)
           Montreal                                   Remedy ARS
           Cleveland                                  Remedy ARS
           Seattle                                     Clarify
           EMEA
           UK - Liverpool/Coventry             Peregrine Service Centre
           Italy                                      Remedy ARS
           Germany - Backnang                         Remedy ARS
           South Africa - Midrand
           Ireland - Dunlaoire                        Remedy ARS
           Latin America
           Mexico                                     Remedy ARS
           Brazil                                     Remedy ARS
</TABLE>


(5)   MARCONI GROUP USERS

      Call Centre and Helpdesk services shall be available to and used by users
      within Marconi Group globally as specified in Appendix A.

      Each regional Helpdesk site shall provide these services to users within
      their local geographic region, and also to users of other services hosted
      at that site.

2.3   SERVICE LEVELS DEFINITION & TARGETS:

(1)   KEY PERFORMANCE INDICATORS

      -     Number of calls taken/month;

      -     Call abandon rate;

      -     First call resolution rate; and

      -     Number of tickets closed/month.

(2)   SERVICE LEVEL TARGETS AND OBJECTIVES

      Performance shall be tracked on a regional basis, within the following key
      areas:

      -     ability to respond and resolve user problems; and

      -     the availability of key infrastructure components, hardware and
            applications.

      The Service Levels for these Services are set out below.


                                                                               8
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT
                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


CALL CENTRE TARGETS:


<TABLE>
<CAPTION>
           REF         MEASURE                                       PERFORMANCE
           ---         -------                                       -----------
<S>                    <C>                                           <C>

           Cc1         Phone Calls Answer rate                       [***]
           Cc3         Phone Call Abandonment Rate (post automated   [***]
                       announcements)
           Cc4         First call closure (logged via phone or web). [***]
</TABLE>


2.4   PROCESSES & PROCEDURES

      Helpdesk calls and critical incidents shall be managed through a clearly
      defined process. Escalation will be through IT line management as shown
      below.


<TABLE>
<CAPTION>
                                                                  FIRST                        SUBSEQUENT
       PRIORITY LEVEL               TARGET CLEAR TIME        ESCALATION/COMMUNICATION   ESCALATIONS/COMMUNICATION
       --------------               -----------------        ------------------------   -------------------------
<S>                                 <C>                      <C>                        <C>
           1                             4 hours                 30 minutes               30 minutes
           2                             8 hours                 1 hour                   Every 2 hours
           3                             2 working days          2 working days           Every working day
           4                             5 working days          N/A                      N/A
</TABLE>

      Priority 1 and Priority 2 problems will follow a formal incident
      management process. The periods listed for such problems in the table
      above specify the timings for proactive communication and escalation into
      the business.

      Priority 3 problems will not follow a formal incident management process.
      The periods listed for Priority Level 3 problems in the table above
      specify the time after which an end user can invoke an escalation and for
      subsequent escalations.

<TABLE>
<CAPTION>
                                                           SENIOR
                                                        MANAGEMENT
           ESCALATION CHAIN                              ESCALATION
           ----------------                              ----------
<S>                                            <C>
         First Contact                                 Local Helpdesk
         Escalates to                               Regional IT Helpdesk
         Escalates to                           Regional IT Helpdesk Manager
         Escalates to                                   Area Manager
         Escalates to                               Regional IT Director
         Escalates to                                 VP, Regional IT
         Escalates to                                  EVP Marconi IT
</TABLE>


                                                                               9
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT
                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


SCHEDULE 1 - SERVICE LEVEL AGREEMENT
                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


                                                                              10
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT
                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

3.    DESKTOP AND SUPPLY SERVICES (EXCLUDING IMACDS)

3.1   SERVICE DESCRIPTION

(1)   OVERVIEW

      The Services listed in this Section 3 (Desktop and Supply Services)
      include:

      -     the provision of support and maintenance of desktop, laptop and UNIX
            workstation hardware and softWARE;

      -     fault diagnosis, ongoing hardware and software maintenance and
            'break/fix' activities for desktop, laptop and UNIX workstation
            hardware;

      -     support of peripherals including fax machines, printers, folding and
            posting machines, scanners, PDA's, web-cams, plotters, barcode
            equipment, acquisition boards and CD-RW and DVD-RW;

      -     provision of network login accounts, system accounts, remote access
            accounts, voicemail and mobile and desk phones;

      -     provision of audio-conferencing facilities and phone booking of
            video-conferencing facilities.

       The Services listed in this Section 3 (Desktop and Supply Services)
       exclude PC installations, moves, adds, changes and disposals (IMACDs)
       other than as part of technology refresh, which are charged separately on
       a "per-event" (or Project) basis, and which are set out in further detail
       in Section 4 (Installations, Moves, Adds, Changes and Disposals) of this
       Schedule.

(2)   MAIN FUNCTIONS AND ACTIVITIES (EXCLUDING IMACDS)

      -     Desktop Supply and Administration

      -     The provision of new PC Desktop and laptop hardware and operating
            system software as part of technology refresh.

      -     Global account administration for network access and applications
            systems.

      -     Desktop equipment inventory management, storage, collection and
            redeployment.

      -     The provision of network login accounts, system accounts, remote
            access accounts and voicemail.

      -     The provision of audio-conferencing facilities and booking of
            video-conferencing facilities.

      -     Desktop Maintenance & Support

      Fault diagnosis, repair, hardware and software maintenance of all Desktop
      equipment and associated peripherals (as listed in the overview above).

      Desktop Security - Maintain approved Anti Virus signatures on all Desktop
      systems with anti-virus installed, as required by the Marconi



                                                                              11
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT
                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


      Group's Security Policies (Schedule 3). Maintain agreed patch levels on
      Desktop systems.

3.2   SERVICE PARAMETERS (SCOPE)

(1)   SERVICE HOURS OF OPERATION

<TABLE>
<CAPTION>
                REGION                                 IN - HOURS SUPPORT
                ------                                 ------------------
<S>                                               <C>
           N. America
           Pittsburgh                             Mon - Fri 08:30 - 17:30 EST
           Chicago                                Mon - Fri 08:30 - 17:30 Central
           Dallas                                 Mon - Fri 08:30 - 17:30 Central
           Montreal                               Mon - Fri 08:30 - 17:30 EST
           Cleveland                              Mon - Fri 08:30 - 17:30 Central
           Seattle                                Mon - Fri 08:30 - 17:30 Pacific
           EMEA
           UK - Liverpool/Coventry                Mon - Fri 08:30 - 16:30 GMT (Cov)
                                                  Mon - Fri 08:15 - 16.30  GMT (Liv)
           Italy                                  Mon - Fri 08:30 - 17:30 CET
           Germany - Backnang                     Mon - Fri 08:30 - 17:30 CET
           South Africa - Midrand
           Ireland - Dunlaoire                    Mon - Fri 08:30 - 17:30 GMT
           Latin America
           Mexico                                 Mon - Fri 08:30 - 17:30 Central
           Brazil                                 Mon - Fri 08:30 - 17:30 Brazilian time
</TABLE>


(2)   SERVICE AVAILABILITY

      The Service described in this Section 3 (Desktop and Supply Services)
      shall be available during hours defined in paragraph 3.2(1) above.
      Requests for these Services shall be taken via the helpdesks (except UK,
      which is web only), or via a web interface.

(3)   LOCATIONS & BUSINESS USERS

      Desktop and Supply Services shall be available to and used by all Marconi
      Group users at the Sites listed in Appendix A.

      Desktop and Supply Services shall be provided from Sites where there are
      currently resident IT personnel. Sales offices and sites where there are
      no resident IT personnel shall receive these Services remotely from
      regional operational hubs, which may include site visits by traveling
      support staff. Reasonable expenses relating to such remote operations
      (such as travel and freight expenses) shall be borne by Marconi.

3.3   SERVICE LEVELS DEFINITION & TARGETS:

(1)   KEY PERFORMANCE INDICATORS

      -     Number of tickets opened this month;

      -     Number of open tickets at month end; and

      -     Number of tickets closed/month; mean time to close.


                                                                              12
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT
                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

(2)   SERVICE LEVEL TARGETS AND OBJECTIVES

      Performance shall be tracked on a regional basis within the following key
      areas:

      -     ability to respond and resolve user problems.

      -     ability to provide user account maintenance and requested equipment.

      -     availability of key infrastructure components, hardware and
            applications.

      The Service Levels for these Services (other than Project Services) are
      set out below.

      References to time periods below commence from receipt of a validly
      completed and duly authorised request for the relevant Service.

      DESKTOP SERVICES SLA'S


<TABLE>
<CAPTION>
                     SERVICE
           REF        LINE              MEASURE                                 PERFORMANCE
           ---        ----              -------                                 -----------
<S>        <C>       <C>      <C>                                               <C>
           DESKTOP MAINTENANCE & SUPPORT SERVICES (INCLUDING HARDWARE AND SOFTWARE)
           Dt5                Time to 'break/fix' under warranty (PC)                [***]
           Dt6                                                                       [***]
           Dt7                Time to 'break/fix' out of warranty (PC)               [***]
           Dt8                                                                       [***]
           Dt7s               Time to 'break/fix' shop floor PC or find              [***]
                              work around.
           Dt8s                                                                      [***]
           Dt9                Time to 'break/fix' user damage (PC)                   [***]
           Dt10                                                                      [***]
           Dt11               Time for theft replacement (Mobile phone)              [***]
           Dt12                                                                      [***]
           Dt13               Time to 'break/fix' under warranty (mobile             [***]
                              phone)
           Dt14                                                                      [***]
           Dt15               Time to break/fix out of warranty (mobile              [***]
                              phone)
           Dt16                                                                      [***]
           Dt17               Time to break/fix user damage (mobile phone)           [***]
           Dt18                                                                      [***]
           SUPPLY SERVICES
           Ss9                 Provision of network login account                    [***]
           Ss10                                                                      [***]
           Ss11                Provision of system accounts                          [***]
           Ss12                                                                      [***]
           Ss13                Provision of remote access accounts                   [***]
           Ss14                                                                      [***]
           Ss15                Provision of access to existing shared areas          [***]
           Ss16                                                                      [***]
           Ss17                Provision of a new shared area                        completed as per agreed Project targets
           Ss18                Provision of generic accounts, distribution           [***]
           Ss19                lists, majordomo lists                                [***]
           Ss23                Provision of standard desktop & laptop                [***]
</TABLE>


                                                                              13
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT
                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


<TABLE>
<CAPTION>
                     SERVICE
           REF        LINE              MEASURE                                 PERFORMANCE
           ---        ----              -------                                 -----------
<S>        <C>       <C>       <C>                                              <C>
           Ss24                software (for software installed over the             [***]
                               network or where a user brings their laptop
                               to IT)
                               Provision of non-standard desktop & laptop
                               software (for software installed over the
           Ss25                network or where a user brings their laptop
                               to IT)                                                completed as per agreed Project targets
                               Provision of software for Unix workstations
           Ss26                (for software installed over the network or
                               completed as per agreed Project targets where a
                               user brings their laptop to IT)
           Ss27                Customer enquiries                                    completed as per agreed Project targets
           Ss28                Provision of new standard desk phone                  [***]
           Ss29                                                                      [***]
           Ss30                Provision of new feature phone                        [***]
           Ss31                                                                      [***]
           Ss32                Provision of new mobile phone                         [***]
           Ss33                                                                      [***]
           Ss34                Provision of new data port                            [***]
           Ss35                                                                      [***]
           Ss36                Provision of voicemail                                [***]
           Ss37                                                                      [***]
           Ss38                Booking of videoconferencing facility                 [***]
           Ss39                Provision of audio-conferencing MeetMe                [***]
           Ss40                account                                               [***]
           Ss41                Provision of audio-conferencing Event calls           [***]
           Ss42                                                                      [***]
</TABLE>


                                                                              14


<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT

                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


8.    DATA CENTRE SERVICES

8.1   SERVICE DESCRIPTION

(1)   OVERVIEW

      The purpose of the Services described in this Section 8 (Data Centre
      Services) is to provide and manage the computer systems that support
      the services provided by the IT department, as further detailed in
      paragraph 8.1(2), below.

(2)   MAIN FUNCTIONS AND ACTIVITIES

      SERVICE CATEGORIES SUPPORTED:

      -     Messaging Services - Email, electronic paging and faxing, including
            but not limited to Lotus Notes and Microsoft Exchange.

      -     Business Application Services - Services relating to applications
            required to support specifically business related systems, including
            but not limited to CEIS, ERP, MRP, CRM, Peoplesoft, Workflow (See
            Appendix B).

      -     Engineering Application Services - Services relating to applications
            required to support specifically engineering related systems,
            including but not limited to EMDS, Windchill (See Appendix B).

      -     Synchronous Collaboration Services - Services relating to
            applications required to provide real-time communications delivery,
            such as Sametime

      -     Content Services - Services required to provide access to
            information and data, such as File Servers, Shared Areas, Content
            specific databases.

      -     Infrastructure Services - Services required to provide the
            electronic "backbone" services upon which all other services are
            reliant, such as naming and addressing services, domain management
            services, routing services. Includes directory services.

      -     Web and Portal Services - Systems required for the delivery of
            intranet, internet and extranet services.

      DATA CENTRE SERVICES PROVIDED:

      -     Securing all data through a defined set of defined backup schedules
            (note, schedules will vary from platform to platform and country to
            country);

      -     Monitoring services for outages;

      -     Managing incidents;

      -     Managing capacity;

      -     Managing system performance;

      -     Providing system and database administration services;

      -     Installing and upgrading hardware and software;

      -     Providing Third Level Support for customer's problems;

      -     Providing disaster recovery cover for key services (as reasonably
            defined by Marconi);


                                                                              35
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT

                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC



      -     Using the Change Control and configuration management processes for
            the approval and implementation of any Changes; and

      -     Process and Service improvements.

      SECURITY SERVICES PROVIDED:

      -     Providing back-end anti-virus infrastructure for clients, servers,
            and gateways;

      -     Maintaining anti-virus signatures on all systems with anti-virus
            installed;

      -     Monitoring all systems with anti-virus installed for any virus
            activity;

      -     Providing anti-virus incident reporting per incident.- Providing
            monthly virus outbreak reports;

      -     Providing day-to-day management of Internet content filtering
            devices (proxies); and

      -     Providing back-end infrastructure support of laptop encryption
            products.

      Where applicable and available, Project related Data Centre Services
      may be obtained from the pool of pre-paid resources identified as being
      available for such purposes in Schedule 4 (Charges).

8.2   SERVICE PARAMETERS (SCOPE)

(1)   SERVICE HOURS OF OPERATION

      Most systems shall be available 24 x 7 (those which are not shall be
      identified during the True-Up Process).  Data Centre staff shall
      general work the standard working day. Out of hours cover shall be via
      an on-call rota.

(2)   LOCATIONS & USERS

      Data Centre Services shall be provided for the benefit of all users of
      IT within the Marconi Group globally as specified in Appendix A and
      Appendix C.

8.3   SERVICE LEVELS DEFINITION & TARGETS:

(1)   SERVICE LEVEL TARGETS AND OBJECTIVES

      The Service Levels for these Services are set out below.

      References to "SERVICE AVAILABILITY" are to the period of time during
      each calendar month in which the relevant Service is available for
      productive use by the Marconi Group, excluding:


                                                                              36
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT

                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


      -     circumstances in which the Supplier is discharged from providing the
            Services pursuant to Clause 3.1(2) of the Agreement; and

      -     planned outages (such as scheduled maintenance and scheduled
            upgrades),

      expressed as a percentage of the overall time potentially available
      during that calendar month.

      References to time periods below commence from receipt of a validly
      completed and  duly authorised request for the relevant Service.


<TABLE>
<CAPTION>
      REF                MEASURE                      TARGET
      ---                -------                      ------
<S>                      <C>                          <C>
      Sa1                PC Network Login Time        [***]
                         (average time)

      Sa2                Mail System                  [***]

      Sa3                ERP System                   [***]

      Sa4                File Server                  [***]

<CAPTION>
            SERVICE
      REF   LINES        MEASURE                      TARGET
      -----------        -------                      ------
<S>                      <C>                          <C>
      MESSAGING SERVICES, BUSINESS SYSTEMS
      OPERATIONS, ENGINEERING SYSTEMS
      OPERATIONS, SYNCHRONOUS
      COLLABORATION SERVICES, CONTENT
      SERVICES, INFRASTRUCTURE SERVICES,
      WEB & PORTAL SERVICES

       Dc1               Priority 1 - First           [***]
                         Response

       Dc2               Priority 1 -                 [***]
       Dc3               Fix/Workaround               [***]

       Dc4               Priority 2 - First           [***]
                         Response

       Dc5               Priority 2 -                 [***]
       Dc6               Fix/Workaround               [***]

       Dc7               Priority 3 - First           [***]
                         Response

       Dc8               Priority 3 -                 [***]
       Dc9               Fix/Workaround               [***]

      Dc10               Priority 4 - First           [***]
                         Response

      Dc11               Priority 4 -                 [***]
      Dc12               Fix/Workaround               [***]

       D13               Progress updates             [***]
                         Priority 1

      Dc14               Progress updates             [***]
                         Priority 2

                         System or file
                         restoration can be
      Dc15               accomplished up to the       [***]
                         point of the last
                         working day

      Dc16               Critical File Restore        [***]

      Dc17               Non-critical file            [***]
                         restore

                         Hardware or software

      Dc18               Upgrades (Tactical) -        Completed as per agreed
                         Estimate                     Project targets
                         Hardware or software

      Dc19               Upgrades (Tactical) -        Completed as per agreed
                         Completion                   Project targets
                         Hardware or software

      Dc20               Upgrades (Strategic) -       Completed as per agreed
                         Estimate                     Project targets
                         Hardware or software

      Dc21               Upgrades (Strategic) -       Completed as per agreed
                         Completion                   Project targets
</TABLE>


                                                                              37
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT

                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


<TABLE>
<S>                      <C>                          <C>
                                                      Completed as per agreed
      Dc22                                            individual system
                         Performance                  definition.

                         Proactive capacity
      Dc23               monitoring - disk            [***]
                         utilisation

                         Proactive capacity
                         monitoring - cpu
                         utilisation. Define
      Dc24               threshold on a               [***]
                         server-by-server bases
                         within 6 month true-up.

      Dc25               Proactive capacity           [***]
                         monitoring

      Dc26               Availability                 [***]

      Dc27               Allowable downtime           [***]
                         Notice period for

      Dc28               planned allowable            [***]
                         downtime

      MESSAGING SERVICES

      Ms1                Mail quota                   [***]

</TABLE>


                                                                              38
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT

                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

9.    SECURITY SERVICES

9.1   SERVICE DESCRIPTION

(1)   OVERVIEW

      The purpose of the Services listed in this Section 9 (Security
      Services) is to:

      -     provide the Marconi Group with an "Information Security Program"
            baSED upon information security best practices, encompassing
            policies, procedures and standards;

      -     deploy, configure and monitor security tools to best secure the
            Marconi environment;

      -     manages a risk process to define information security risks and risk
            mitigation; and

      -     manage information security incident response teams and coordinate
            and external incidents with the local authorities if necessary;

      -     provide a cost effective security infrastructure;

      -     provide operational security support for the security tools
            deployed; and

      -     monitor security logs for relevant security incidents against agreed
            framework.

(2)   MAIN FUNCTIONS AND ACTIVITIES

      To protect the Marconi Group's information assets by:

      -     Assisting the Marconi Group in developing security strategy and
            direction by assessing the Marconi Group's business needs and
            requirements;

      -     Maintaining approved ISS monitoring & scanning checks for host-based
            IDS, network-based IDS and network scanning tools;

      -     Deploying and managing global firewalls;

      -     Keeping key relationships with Marconi legal and HR for the
            development and support of corporate policies;

      -     Providing VPN services for B2B connections, intra-company (Marconi
            to Marconi), and user home-based VPN's;

      -     Providing encryption services via laptop encryption, email and file
            encryption;

      -     Providing CacheFlow proxies for Internet connectivity;

      -     Coordinating Global Cert team; and

      -     Providing security consultancy in support of IT and business
            projects.

9.2   SERVICE PARAMETERS (SCOPE)

(1)   SERVICE HOURS OF OPERATION

      For the management of day-to-day security operations, such as firewall
      support, an on call rotation shall exist on a 24x7 basis.  At the
      Commencement Date this is provided through teams based in the Americas,
      UK, and Italy.


                                                                              39
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT

                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


(2)   LOCATIONS & MARCONI GROUP USERS

      Security services shall be provided for the benefit of all users of IT
      within the Marconi Group, as specified in Appendix A and Appendix C.

      At the Commencement Date, Security Services are provided from:
      N.America
      -     Pittsburgh

      EMEA
      -     UK
      -     Italy

9.3   SERVICE LEVELS DEFINITION & TARGETS:

      The Service Levels for these Services (excluding Project Services) are
      set out below.   Service Levels relating to Project Services are set
      out in Section 11 of this Schedule (Project Services).

      References to "SERVICE AVAILABILITY" are to the period of time during
      each calendar month in which the relevant services are available for
      productive use by the Marconi Group, excluding:

      -     circumstances in which the Supplier is discharged from providing the
            Services pursuant to Clause 3.1(2) of the Agreement; and

      -     planned outages (such as scheduled maintenance and scheduled
            upgrades),

      expressed as a percentage of the overall time potentially available
      during that calendar month.


<TABLE>
<CAPTION>
      SERVICE LINES      MEASURE             PERFORMANCE
      -------------      -------             -----------
<S>                      <C>                 <C>
      OPERATIONAL SECURITY SERVICES

      Os1    Firewall up-time                [***]

      Os2    Host-based assessment           [***]
             tools

      Os3    Network - based IDS             [***]
</TABLE>


                                                                              40
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT

                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

10.   STRATEGY AND MANAGEMENT SERVICES

10.1  SERVICE DESCRIPTION

(1)   OVERVIEW

      The purpose of the Services listed in this Section 10 (Strategy and
      Management Services) is to provide the Marconi Group with IT strategy
      and architecture-related services associated with the provision of the
      other IT Services.  These Services include the development and
      maintenance of IT strategy and architecture documentation in accordance
      with Marconi strategy, and the monitoring and reporting to the Marconi
      Group regarding emerging technologies.

(2)   MAIN FUNCTIONS AND ACTIVITIES

      -     IT Strategy and IT Architecture Documentation

            The development and maintenance (in conjunction with the Marconi
            Group, and aligned to the Marconi Group business strategy) of
            documentation detailing an IT architecture principles set plus
            broader documentation defining IT Strategy. The Global Strategy will
            be produced within six (6) months of Phase 1 Completion and updated
            quarterly (where required). Regional Strategy variations will be
            produced within six (6) months of completion of each region and
            updated quarterly (where required).

      -     Review of Emerging Technologies

            The review of emerging technologies which could be developed as part
            of the Services delivered to Marconi and the provision of best
            practice service roadmaps and technology updates as required, but as
            a minimum quarterly. These services will provide recommendations on
            the way forward for use and deployment of emerging technologies
            aligned to the agreed Marconi IT strategy, or "value adding"
            propositions for the Marconi Group business.

      Marconi will in all instances retain overall control of IT strategy and
      architecture.  Marconi will provide the overall governance of these
      activities through the IT Solutions Boards (as detailed in Schedule 20
      (Governance)) and will create business cases and set priorities and
      overall time frames to be met and accepting recommendations produced by
      these activities.


                                                                              41
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT

                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


10.2  SERVICE LEVELS DEFINITION AND TARGETS

<TABLE>
<CAPTION>
      SERVICE LINES MEASURE                       PERFORMANCE
      ---------------------                       -----------
      STRATEGY AND MANAGEMENT SERVICES
      ---------------------------------------------------------
<S>           <C>                                <C>
      Sm1     Production of IT                   [***]
              Architecture
              Principles document

      Sm2     Production and                     [***]
              maintenance of IT
              Strategy document

      Sm3     Technology                         [***]
              Investigation Report
</TABLE>


                                                                              42
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT

                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


11.   PROJECT SERVICES

11.1  SERVICE DESCRIPTION

      This Section 11 (Project Services) will address Service Levels for
      services which are provided as Projects (whether initiated through
      Change Control or otherwise)  This includes Project Services provided
      as part of the Desktop and Supply Services, Data Centre Services,
      Network Services and Application Services.

11.2  PROJECT CLASSIFICATIONS

      IT Projects shall be classified according to the following:

      -     "STRATEGIC PROJECT", being a long-term/high profile Project to
            creaTE a unique product or service, where either:

            -     the estimated cost to complete it is [***]

            -     the estimated effort required to complete it is[***]; or

            -     the complexity, risk and impact are "Critical/High".

            -     "TACTICAL PROJECT", being an Project undertaken to create a
                  unique product or service, where

                  -     the estimated cost to complete it is [***]

                  -     the estimated effort required to complete it is [***]man
                        hours; or

                  -     the complexity, risk and impact are "Medium".

            -     "MAJOR ENHANCEMENTS", being a Project where the effort
                  required to complete it is more [***] man hours, but less
                  that[***] man hours.

            -     "SMALL ENHANCEMENTS", being a Project where the effort
                  required to complete it is estimated to be less than [***] man
                  hours. Such Projects shall form part of (but not be limited
                  to) the Application Support Services.

11.3  SERVICE LEVELS DEFINITION & TARGETS

      The Service Levels for the Project Services are set out below.

      References to time periods below commence from receipt of a validly
      completed and  duly authorised request for the relevant Project.

      These Service Levels shall be measured on an annual basis.

<TABLE>
<CAPTION>
      SERVICE
      LINES            MEASURE                  PERFORMANCE
      -----------------------------------------------------------------
      PROJECT SLA
      -----------------------------------------------------------------
<S>          <C>                            <C>
      Pm1    Project Evaluation             [***]
             Report (Small
             Enhancements)

      Pm2    Project Evaluation             [***]
             Report (Other
             Enhancements)
</TABLE>


                                                                              43
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT

                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


<TABLE>
<CAPTION>
      SERVICE
      LINES            MEASURE                  PERFORMANCE
      -----------------------------------------------------------------
<S>          <C>                            <C>
      Pm3    Project Evaluation             [***]
             Report (Tactical
             Projects)

      Pm4    Project Evaluation             [***]
             Report (Strategic
             Projects)

      Pm5    Tactical Projects              [***]
             completed within agreed
             timeframe (as specified
             in Schedule of Work).

      Pm6    Strategic Projects             [***]
             completed within agreed
             timeframe (as specified
             in Schedule of Work)

      Pm7    Small enhancements             [***]
             completed within agreed
             timeframe (as specified
             in Schedule of Work).

      Pm8    Major enhancements             [***]
             completed within agreed
             timeframe (as specified
             in Schedule of Work).
</TABLE>


                                                                              44
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT

                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


12.   DISASTER RECOVERY SERVICES

12.1  SERVICE DESCRIPTION

(1)   OVERVIEW

      The purpose of the Services listed in this Section 12 (Disaster
      Recovery Services) is to provide the Marconi Group with business
      continuity and disaster recovery services.

      In the UK, the disaster recovery services are provided as at the
      Commencement Date through the following disaster recovery contracts:

      o     NDR;

      o     Comdisco; and

      o     BT.

      These contracts and the disaster recovery services provided pursuant to
      them, are set out below.

(2)   NDR CONTRACT

      In the event of a disaster, hardware will be provided on which the
      following services can be restored:

      -     MFG/PRO, IPS and Workflow

      -     USML

      -     Liverpool Engineering Cluster

      -     PC Servers

      -     Comms Kit

      -     EMDS

      -     Internet Gateway

      -     Firewall and Mimesweeper

      -     Lotus Notes

      -     Windchill

      This equipment can be delivered to Coventry NCP, Liverpool Edge Lane,
      Beeston or London Docklands. In addition, the PC servers can be
      delivered to any one of six sites that can be specified at point of
      callout.

      The specifications of equipment that will be delivered will be
      sufficient to offer a cut-down service to key Marconi Group users.

      The equipment can be delivered into a Marconi Group data centre or
      delivered in a trailer that will be sited at the specified disaster
      recovery location. In a full-scale disaster, the equipment can
      initially be housed in the trailer and subsequently moved to the
      temporary data centre provided by Comdisco.


                                                                              45
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT

                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


(3)   COMDISCO CONTRACT

      In the event of a disaster, an "Enhanced Emergency Rescue Service" will
      be provided that consists of the following equipment:

<TABLE>
<CAPTION>
      EQUIPMENT                                 CAPACITY
      ---------                                 --------
<S>                                             <C>
      Temporary office cabins (24ft x 8ft)      6
      Mobile diesel generator                   Up to 1,000 kVA
      Frequency converter (400Hz)               75kVA
      Chilled water                             Up to 2 x 35kW
      UPS                                       400 kVA
      Power distribution units                  Up to 2 x 180 kVA
      Air-conditioning units                    Up to 176 kW
      Mobile air-conditioning units             2 x 10 kW
      CableEase RJ45 cabling system             375 x RJ45
</TABLE>


(4)   BT CONTRACT

      Disaster recovery support for PBX's with BT for the UK Sites specified
      below. Within [***]hrs of being invoked a caravan will turn up on site
      and provide a telephone infrastructure. It includes handsets if
      required.  As part of the disaster recovery support, a new exchange is
      automatically ordered. This will take around 6/8 weeks typically to
      arrive.

<TABLE>
<CAPTION>
      SITE                                       SERVICE LEVEL
      ----                                       -------------
<S>                                              <C>
      North Building, Wellingborough             PBX100
      Sheriffs Court, Coventry                   PBX100
      New Century Park, Coventry                 PBX2000
      New Horizon Park, Coventry                 PBX100
      Edge Lane, Liverpool                       PBX2000
      Kemble House, London                       PBX100
      Discovery Court, Poole                     PBX500
      High Street, Stratford                     PBX100
      Technology Drive, Beeston                  PBX100
      Cambridge Business Park, Cambridge         PBX500
</TABLE>

      PBX100 is an exchange with 100 phones.

11.3  SERVICE LEVELS DEFINITION & TARGETS

      The Service Levels for the Disaster Recovery Services are set out
      below.

(1)   NDR

      Delivery of the replacement equipment commenced within [***]of
      notification.

(2)   COMDISCO

      The equipment will be provided within [***] hours and can be kept for
      [***] month at no charge. The equipment can then be purchased at list
      price.


                                                                              46
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT

                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


(3)   BT

      Within [***]of being invoked a caravan will turn up on site and provide
      a telephone infrastructure. It includes handsets if required.  As part
      of the disaster recovery support, a new exchange is automatically
      ordered. This will take around 6/8 weeks typically to arrive.


                                                                              47
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT

                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


[***][***][***][***][***][***][***][***][***][***][***][***][***][***][***][***]


                                                                              48
<PAGE>
SCHEDULE 1 - SERVICE LEVEL AGREEMENT
                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

                                   APPENDIX A

                           TO SERVICE LEVEL AGREEMENT

                     LIST OF "IN-SCOPE" MARCONI GROUP SITES

[***]


                                                                              49
<PAGE>
                                            SCHEDULE 1 - SERVICE LEVEL AGREEMENT


                                   APPENDIX B

                           TO SERVICE LEVEL AGREEMENT

                              LIST OF APPLICATIONS


   [***]


                                                                              50
<PAGE>
                                            SCHEDULE 1 - SERVICE LEVEL AGREEMENT

                                   APPENDIX C

            SHARED SERVICES PROVIDED BY MARCONI GLOCAL IT TO ASIA PAC

The following details the support provide to Asia Pac by Marconi Global IT:

   PART A:  SERVICES:  [***]


                                                                              51
<PAGE>
                                            SCHEDULE 1 - SERVICE LEVEL AGREEMENT


                                   APPENDIX D

                       RECENTLY DISPOSED MARCONI ENTITIES

   [***]


                                                                              52
<PAGE>
                                            SCHEDULE 1 - SERVICE LEVEL AGREEMENT


                                  APPENDIX E

                                      [***]
                          (Refer attached document)


                                                                              53

<PAGE>
                                                          CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC










                                   SCHEDULE 2

                                      BLANK

                  This Schedule has been intentionally deleted.






<PAGE>
SCHEDULE 3 - STANDARDS AND POLICIES                       CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

                                   SCHEDULE 3

                             STANDARDS AND POLICIES

1.       PURPOSE

         This Schedule 3 (Standards & Policies) defines the internal Marconi
         Group standards and policies that apply at the Commencement Date.

2.       REVIEW OF AND CHANGES TO STANDARDS AND POLICIES

2.1      In relation to any Country in respect of which Cutover has occurred,
         the Supplier shall commence reviewing the standards and policies listed
         in this Schedule as soon as reasonably practicable after the relevant
         Cutover and shall notify Marconi of any concerns or potential issues
         regarding its ability to adhere to those standards and policies which
         it has reviewed.

2.2      Without prejudice to Paragraph 2.1, Marconi and the Supplier shall,
         within a three (3) month period following the relevant Cutover, jointly
         review the listed standards and policies with a view to verifying the
         level to which the Marconi Group currently adheres to those policies.
         Changes that are required to enable adherence to the listed standards
         and policies shall be subject to Change Control.

2.3      During the term of this Agreement, the listed standards and policies
         may need to be supplemented or changed. Such changes shall be subject
         to Change Control.

3.        LIST OF STANDARDS AND POLICIES:

3.1      INFORMATION SECURITY CORPORATE POLICIES

         -        Executive Information Security Policy version 1.0

         -        Information Security Management Policy version 1.0

         -        Access Control Policy version 2.0

         -        Information Classification and Control Policy version 1.1

         -        Communication and Network Security Policy version 2.0

         -        Systems Development, Operations, and Maintenance Policy
                  version 1.0

                                                                               1

<PAGE>
SCHEDULE 3 - STANDARDS AND POLICIES                       CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

         -        Business Continuity Management Policy version 1.0

         -        Personnel Security Policy version 1.0

         -        Physical and Environmental Security Policy version 1.0

         -        Compliance Policy version 1.0

         -        IT Acceptable Usage Policy 1.0

3.2      INFORMATION SECURITY CORPORATE STANDARDS

         -        Corporate Standards Getting Started Guide version 2.0

         -        Critical Business Applications Standards version 2.0

         -        Communications Networks Standards version 2.0

         -        Information Processing Standards version 2.0

         -        Systems Development Standards version 2.0

         -        Security Management Standards version 2.0


3.3      INFORMATION SECURITY OPERATIONAL POLICIES

         -        Oracle 11i Application Security version 1.0

         -        Home Office Security version 2.0

         -        Account ID and Password Policy version 1.1

         -        Internet Secure Operation Policy version 1.0

         -        E-mail Secure Operation Policy version 1.1

         -        Third Party Dial-In Remote Access version 1.0


3.4      INFORMATION SECURITY OPERATION STANDARDS AND PROCEDURES

         -        Oracle Database Security - version 1.2

         -        Content (HTTP) Filtering with Websense - version 1.0

         -        Business-to-Business Connectivity version 1.0

                                                                               2

<PAGE>
SCHEDULE 3 - STANDARDS AND POLICIES                       CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

         -        Business VPN (Virtual Private Network) version 1

         -        CacheFlow LAN Browser Configuration version 1

         -        CacheFlow Remote Access Browser Configuration version 1.1

3.5      INFORMATION SECURITY GUIDELINES

         -        Oracle Application Audit - version 1.0

         -        Laptop Security Guidelines version 1.1

         -        Securing Internet Information Services 5.0 on Windows 2000
                  version 1.0

         -        Securing Solaris version 1.0

         -        Password Guidelines version 1.2

         -        CacheFlow FAQ version 1.0

         -        CacheFlow Support FAQ version 1.0

         -        PointSec FAQ version 1.07

         -        SecuRemote FAQ version 1.0

3.6      HARDWARE STANDARDS

         -        Marconi PC Client standards version 1.0

         -        Technology refresh policy version 1.0



3.7      COMMUNICATIONS INFRASTRUCTURE STANDARDS

         -        Routing Standards version 1.0

         -        Network Architecture version 1.0

         -        Operational Standards version 1.0

         -        IP Addressing Standards version 1.0

                                                                               3

<PAGE>
SCHEDULE 3 - STANDARDS AND POLICIES                       CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC



3.8      INFRASTRUCTURE APPLICATIONS STANDARDS

         -        DNS Strategy version 1.0

         -        E-mail standards rev 1.0

         -        Collaborative Tools standards version 1.0

3.9      NAMING STANDARDS

         -        Countries - Country names and 2 letter codes version 1

         -        Sites - Addresses and 5 letter codes version 1

         -        Hosts - computer and networked device names version 1

         -        User names - computer account names version 1

         -        Character Sets version 1

3.10     PROJECT MANAGEMENT

         -        IT Project Lifecycle Management prog03v1

         -        IT Project Reporting Process prog01v1



                                                                               4

<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

                                   SCHEDULE 4

                                     CHARGES




<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

                                   SCHEDULE 4

                                     CHARGES

1.       DEFINITIONS AND OVERVIEW

1.1      DEFINITIONS

         In this Schedule, the following additional definitions apply, unless
         the context otherwise requires:

         "ADDITIONAL RESOURCE CHARGE" OR "ARC" means an additional charge
         payable in relation to a Service Category in an Invoice Region, where
         the number of Resource Units in relation to that Service Category in
         that Invoice Region exceeds the Resource Baseline for that Service
         Category in that Invoice Region, calculated by multiplying the number
         of additional Resource Units by the applicable ARC rate;

         "BASELINE CHARGE" means the monthly charge payable in relation to a
         Service Category in an Invoice Region, where the number of Resource
         Units in relation to that Service Category in that Invoice Region
         equals the Resource Baseline for that Invoice Region, as specified in
         this Schedule in relation to that Service Category for that Invoice
         Region;

         "CONTRACT YEAR", in relation to an Invoice Region, means each period of
         twelve (12) months during the term of this Agreement, commencing on
         Cutover of the relevant Services in the last Country within that
         Invoice Region;

         "INVOICE REGIONS" has the meaning given to it in Paragraph 1.2(1);

         "REDUCED RESOURCE CREDIT" OR "RRC" means a reduction in the charges
         payable in relation to a Service Category in an Invoice Region, where
         the number of Resource Units in relation to that Service Category in
         that Invoice Region is less than the Resource Baseline for that Service
         Category in that Invoice Region, calculated by multiplying the number
         of shortfall Resource Units by the applicable RRC rate;

                                                                               1
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

         "RESOURCE BANDS" means the agreed range of Resource Units either side
         of the Resource Baseline, as specified in relation to that Service
         Category in an Invoice Region in this Schedule;

         "RESOURCE BASELINE" means the baseline number of Resource Units in
         relation to a Service Category in an Invoice Region, as specified in
         this Schedule in relation to that Service Category and that Invoice
         Region;

         "RESOURCE UNIT" in relation to a Service Category, means the unit of
         measurement in relation to which the Resource Baseline, ARC's and RRC's
         shall be calculated, as specified in relation to that Service Category
         in this Schedule; and

         "SERVICE CATEGORIES" means the service categories into which the IT
         Services are classified in the Service Level Agreement, and "SERVICE
         CATEGORY" means any one of them.

1.2      INVOICES AND INVOICE REGIONS

(1)      The Charges detailed in this Schedule 4 (Charges/Rate Card) shall be
         invoiced separately for each of the following regions (the "INVOICE
         REGIONS"):

         -        North America;

         -        UK & Ireland;

         -        Germany;

         -        Italy; and

         -        "Rest of World" (being all regions within scope and not listed
                  above).

(2)      The Marconi Group entities to be invoiced by the Supplier Group for
         each of the Invoice Regions are initially as follows:
<TABLE>
<CAPTION>
         INVOICE REGION              INVOICING ENTITY                               INVOICING CURRENCY
         --------------              ----------------                               ------------------
<S>                                  <C>                                            <C>
         North America               Marconi Communications, Inc.                   US Dollars
         UK & Ireland                Marconi Communications Limited                 Pounds Sterling
         Germany                     Marconi Communications GmbH                    Euros
         Italy                       Marconi Communications SpA                     Euros
</TABLE>

                                                                               2
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

<TABLE>
<S>                                  <C>                                            <C>
         Rest of World               Marconi Communications Limited                 Pounds Sterling
</TABLE>

(3)      Marconi may nominate alternative or additional entities to pay for the
         Services in accordance with Clause 2.10 of this Agreement.

(4)      Each invoice shall contain the following information:

         (a)      a break-up of the Charges for each Service Category;

         (b)      in the case of Charges calculated by reference to the number
                  of Resource Units, the number of Resource Units upon which the
                  Charges are based;

         (c)      details of any pre-paid resources (FTE or AVI based) which
                  have been consumed during that invoice period; and

         (d)      details of service credits (if any) set off against the
                  Charges;

         (e)      in respect of North America, the relevant Marconi business
                  unit to which the invoice relates (being the following: BBRS,
                  NC and Wireless); and

         (f)      such other information as may be specified in the Service
                  Level Agreement and/or applicable Schedule of Work.

1.3      BASELINE CHARGES, RESOURCE BASELINES, ARCS AND RRCS

(1)      The Charges for the following Service Categories shall be calculated by
         reference to the mechanism outlined in this Paragraph 1.3:

         -        Help Desk & Call Centre Services (Paragraph 3);

         -        Desktop and Supply Services (Paragraph 4);

         -        Network Services (Paragraph 6);

         -        Application Support Services (Paragraph 7)

         -        Application Development Services (Paragraph 8); and

         -        Data Centre Services (Paragraph 9).

(2)      Where the number of Resource Units for the Service Category equals the
         number of Resource Units in that Service Category's Resource Baseline,
         the charge for that Service Category shall be that Service Category's
         Baseline Charge.

(3)      Where the number of Resource Units for the Service Category:

         (a)      exceeds the number of Resource Units in that Service
                  Category's Resource Baseline; and

                                                                               3
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

         (b)      is within that Service Category's ARC Resource Band, the
                  Charge for that Service Category shall be the Baseline Charge
                  for that Service Category plus an ARC calculated by reference
                  to the additional Resource Units.

(4)      Where the number of Resource Units for the Service Category:

         (a)      is less than the number of Resource Units in that Service
                  Category's Resource Baseline; and

         (b)      is within the RRC Resource Band for that Service Category, the
                  Charge for that Service Category shall be that Service
                  Category's Baseline Charge less a RRC calculated by reference
                  to the shortfall of Resource Units.

(5)      Where the number of Resource Units for a Service Category exceeds or is
         less than the Resource Band for that Service Category, the Parties
         shall negotiate in good faith a reasonable adjustment to the Charges in
         accordance with Change Control. Pending agreement of such an
         adjustment, the Supplier will charge Marconi the amounts that would
         have applied had the number of Resource Units stayed at the minimum or
         maximum level within the Resource Band (as applicable), provided that
         if the Parties cannot agree a reasonable adjustment within twenty (20)
         days of the number of Resource Units first falling outside the Resource
         Band, the Supplier may make a reasonable additional charge or reduction
         in charge to reflect the increase or shortfall in Resource Units. All
         amounts paid or credited pending agreement of an adjustment will be
         adjusted retrospectively once the final adjustment has been agreed (or
         as otherwise determined via[***]).


                                                                               4
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

2.       CHARGES FOR TRANSITION PROJECT

2.1      OVERVIEW

         These Charges relate to the services to be provided by the Supplier as
         set out in Exhibit 1 (Transition Project) (the "TRANSITION SERVICES").

2.2      CHARGES

(1)      The Charges for the Transition Services consist of two components:

         (a)      Charges for Transition Services relating to Call Centre,
                  Desktop, Data Centre and Application Services; and

         (b)      Charges for Transition Services relating to Network Services.

(2)      The Charges for Transition Services relating to Call Centre, Desktop,
         Data Centre and Application Services (broken up by Invoice Region) are
         as follows:

<TABLE>
<CAPTION>
                          UK & IR. (L'000)    NA ($'000)    GERMANY (E'000)  ITALY (E'000)    ROW (L'000)
                          ----------------    ----------    ---------------  -------------    -----------
<S>                       <C>                 <C>           <C>              <C>              <C>
          CALL CENTRE                [***]         [***]              [***]          [***]          [***]
          DESKTOP                    [***]         [***]              [***]          [***]          [***]
          DATA CENTRE                [***]         [***]              [***]          [***]          [***]
          APPLICATIONS               [***]         [***]              [***]          [***]          [***]
          TOTAL                      [***]         [***]              [***]          [***]          [***]
</TABLE>

(3)      The Charges for Transition Services relating to Network Services
         (broken up by Invoice Region) are as follows:

<TABLE>
<CAPTION>
                          UK & IR. (L'000)    NA ($'000)    GERMANY (E'000)  ITALY (E'000)    ROW (L'000)
                          ----------------    ----------    ---------------  -------------    -----------
<S>                       <C>                 <C>           <C>              <C>              <C>
          NETWORK                    [***]         [***]              [***]          [***]          [***]
          SERVICES

          TOTAL                      [***]         [***]              [***]          [***]          [***]
</TABLE>

(4)      The Parties acknowledge that the Charges for Transition Services
         specified in Paragraphs 2.2(2) and 2.2(3) are calculated based upon
         Transition Services being provided across all of those Invoice Regions,
         and that the removal of an Invoice Region from the scope of the
         Transition Services will not necessarily result in a reduction of the
         Charges, or a reduction of the Charges by the exact amount specified
         for that Invoice Region in those Paragraphs. The adjustment (if any) to
         the Charges for Transition Services in such instance shall be dealt
         with pursuant to Change Control.

2.3      INVOICING AND PAYMENT

(1)      Subject to Paragraph 2.3(3), the Charges for Transition Services
         relating to Call Centre, Desktop, Data Centre and Application Services
         shall be invoiced in

                                                                               5
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

         twelve (12) equal instalments, on the first day of each month during
         the year following the Phase 1 Completion Date (in which case, those
         Charges will be invoiced by the Supplier Group at least thirty (30)
         days before the due date).

(2)      Subject to Paragraph 2.3(3), the Charges for Transition Services
         relating to Network Services shall be payable by the Marconi Group on
         the second anniversary of the Commencement Date (in which case, those
         Charges will be invoiced by the Supplier Group at least thirty (30)
         days before the due date).

(3)      Subject to Clauses 3.3 (Consequences of Termination) of the Asset
         Transfer Agreement and Clause 3.3 (Consequences of Termination) of the
         BT Asset Transfer Agreement, where this Agreement is terminated prior
         to payment in full of the Charges for the Transition Services, those
         Charges shall become payable on the date of termination, provided that
         if at the date of termination not all of the Transition Services have
         been performed, the Supplier Group shall only be entitled to invoice
         the Marconi Group (and the Marconi Group shall only be required to pay
         to the Supplier Group) a proportion of the total Charges for Transition
         Services, such proportion to be reasonably calculated by the Supplier
         Group having regard to the proportion of the Transition Services
         actually performed.

(4)      The Charges for Transition Services shall be payable by the Marconi
         Group within thirty (30) days of receipt of a correctly rendered
         invoice from the Supplier Group. Where the Charges for Transition
         Services become payable early as envisaged by Paragraph 2.3(3), those
         Charges will be invoiced at least thirty (30) days before the due date
         or, where this is not reasonably practicable, at such later date as is
         reasonably practicable for the Supplier Group.



                                                                               6
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

3.       CHARGES FOR HELP DESK AND CALL CENTRE SERVICES

3.1      OVERVIEW AND DEFINITIONS

(1)      These Charges relate to the "Help Desk and Call Centre" Services as set
         out in Section 1 of the Service Level Agreement (Schedule 1).

(2)      In this Section, the following additional definitions apply: "DESKTOP
         UNITS" means both desktop and laptop devices; "HELPDESK CALL" means any
         incoming interaction with the help-desk from an end-user (by phone,
         e-mail or the web), excluding automatic event update calls (eg.
         pre-recorded messages accessed via a voice response unit);

         "MARCONI GENERATED CALL" means a Helpdesk Call which is:

         (a)      attributable to the introduction by Marconi of new
                  applications or changes to existing applications, new
                  technology or changes to existing technology or new Marconi
                  policies or changes to existing Marconi policies; and

         (b)      not caused by or related to the Supplier's breach of the
                  Service Level Agreement and/or a Schedule of Work;

         "MARCONI GENERATED CALL BASELINE" means, in relation to each Invoice
         Region, the baseline number of Marconi Generated Calls per Desktop Unit
         per annum in that Invoice Region, determined and agreed by the Parties
         during the period corresponding to the True-Up Process or, in the
         absence of agreement between the Parties during that period, as
         determined pursuant to Expert's Decision; and "MARCONI GENERATED CALL
         RATIO" means the actual number of Marconi Generated Calls per Desktop
         Unit per annum (calculated separately for each Invoice Region).





                                                                               7
<PAGE>

SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

3.2   BASELINE CHARGES (MONTHLY)
<TABLE>
<CAPTION>
                        YR 1    YR 2       YR 3      YR 4      YR 5     YR 6      YR 7      YR 8      YR 9      YR 10
                        ----    ----       ----      ----      ----     ----      ----      ----      ----      -----
<S>                    <C>      <C>        <C>       <C>       <C>      <C>       <C>       <C>       <C>        <C>
UK & Ire (L'000)       [***]    [***]      [***]     [***]     [***]    [***]     [***]     [***]     [***]      [***]
NA ($'000)             [***]    [***]      [***]     [***]     [***]    [***]     [***]     [***]     [***]      [***]
Italy (E'000)          [***]    [***]      [***]     [***]     [***]    [***]     [***]     [***]     [***]      [***]
ROW (L'000)            [***]    [***]      [***]     [***]     [***]    [***]     [***]     [***]     [***]      [***]
Germany (E'000)        [***]    [***]      [***]     [***]     [***]    [***]     [***]     [***]     [***]      [***]
</TABLE>

3.3   RESOURCE UNITS, RESOURCE BASELINE, ARCS AND RRCS

(1)   RESOURCE UNITS

      Resource Units for the Help Desk and Call Centre Services are as follows:

      (a)   the number of Desktop Units deployed; and

      (b)   the number of Marconi Generated Calls.

(2)   RESOURCE BASELINE

      The Baseline Charges are based upon the following Resource Baselines:

      (a)   Desktop Units deployed, broken up as follows:
<TABLE>
<S>         <C>                <C>                 <C>
            UK & Ire           Desktop             [***]
                               Laptop              [***]

            US                 Desktop             [***]
                               Laptop              [***]

            Germany            Desktop             [***]
                               Laptop              [***]

            Italy              Desktop             [***]
                               Laptop              [***]

            ROW                Desktop             [***]
                               Laptop              [***]
</TABLE>

      (b)   The Marconi Generated Call Baseline.


(3)   ARC/RRC RATES (EXPRESSED AS MONTHLY AMOUNTS)

      ARC's and RRC's shall be determined as follows:

      (a)   for a variations in the number of Desktop Units of up to +/-[***]%
            ([***]per cent) from the Resource Baseline for Desktop Units, the



                                                                               8
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

            Charges shall be adjusted by a percentage amount equal to the
            percentage variation in the number of Desktop Units from the
            Resource Baseline[***]; and


      (b)   for variations in the Marconi Generated Call Ratio of up to
            +/-[***]% ([***]per cent) from the Marconi Generated Call Baseline,
            an ARC/RRC will apply for each Marconi Generated Call over or below
            those which would have been generated had the Marconi Generated Call
            Ratio remained at the Marconi Generated Call Baseline, at the rate
            specified in the following table:
<TABLE>
<CAPTION>
RATE (PER CALL)        YR 1     YR 2     YR 3     YR 4     YR 5     YR 6    YR 7      YR 8     YR 9    YR 10
---------------        ----     ----     ----     ----     ----     ----    ----      ----     ----    -----
<S>                   <C>      <C>      <C>       <C>      <C>      <C>     <C>       <C>      <C>      <C>
UK& IRE (L)           [***]    [***]    [***]     [***]    [***]    [***]   [***]     [***]    [***]    [***]
N. AMERICA ($)        [***]    [***]    [***]     [***]    [***]    [***]   [***]     [***]    [***]    [***]
ITALY (E)             [***]    [***]    [***]     [***]    [***]    [***]   [***]     [***]    [***]    [***]
ROW  (L)              [***]    [***]    [***]     [***]    [***]    [***]   [***]     [***]    [***]    [***]
GERMANY (E)           [***]    [***]    [***]     [***]    [***]    [***]   [***]     [***]    [***]    [***]
</TABLE>

                                                                               9
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

4.    CHARGES FOR DESKTOP AND SUPPLY SERVICES

4.1   OVERVIEW

      These Charges relate to the "Desktop and Supply" Services (excluding
      IMACD's) as set out in Section 3A of the Service Level Agreement.

BASELINE CHARGES (ANNUAL)

<TABLE>
<CAPTION>
                      YR 1     YR 2     YR 3      YR 4      YR 5      YR 6     YR 7    YR 8     YR 9     YR 10    TOTAL
                      ----     ----     ----      ----      ----      ----     ----    ----     ----     -----    -----
<S>                  <C>       <C>      <C>       <C>       <C>       <C>      <C>     <C>      <C>       <C>      <C>
UK & Ire (L'000)     [***]     [***]    [***]     [***]     [***]     [***]    [***]   [***]    [***]     [***]    [***]
NA ($'000)           [***]     [***]    [***]     [***]     [***]     [***]    [***]   [***]    [***]     [***]    [***]
Italy (E'000)        [***]     [***]    [***]     [***]     [***]     [***]    [***]   [***]    [***]     [***]    [***]
ROW (L'000)          [***]     [***]    [***]     [***]     [***]     [***]    [***]   [***]    [***]     [***]    [***]
Germany (E'000)      [***]     [***]    [***]     [***]     [***]     [***]    [***]   [***]    [***]     [***]    [***]
</TABLE>

4.2   RESOURCE UNITS, RESOURCE BASELINE, ARCS AND RRCS

(1)   RESOURCE UNITS

      Numbers of Desktops / Laptops units supported by the Supplier.
<TABLE>
<CAPTION>
      BASELINE VOLUMES
      ----------------------------------
<S>                  <C>           <C>
      UK & Ire       Desktop       [***]
                     Laptop        [***]

      US             Desktop       [***]
                     Laptop        [***]

      Germany        Desktop       [***]
                     Laptop        [***]

      Italy          Desktop       [***]
                     Laptop        [***]

      ROW            Desktop       [***]
                     Laptop        [***]

      Global         Desktop       [***]
                     Laptop        [***]
                     Total         [***]
</TABLE>



                                                                              10
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SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC



(2)   ARC/RRC RATES (MONTHLY)

      The following monthly ARC / RRC rates are applicable to a variation to the
      Resource Baseline of up to +/- [***]% ([***]per cent).

<TABLE>
<CAPTION>
                                 YR 1   YR 2    YR 3    YR 4    YR 5     YR 6    YR 7     YR 8   YR 9    YR 10
                                 ----   ----    ----    ----    ----     ----    ----     ----   ----    -----
<S>                              <C>    <C>     <C>     <C>     <C>      <C>     <C>      <C>    <C>     <C>
         UK & IRELAND (L)

         Desktop ARC             [***]
         Laptop ARC
         Desktop RRC
         Laptop RRC

         GERMANY (E)

         Desktop ARC             [***]
         Laptop ARC
         Desktop RRC
         Laptop RRC

         ITALY (E)

         Desktop ARC             [***]
         Laptop ARC
         Desktop RRC
         Laptop RRC

         NORTH AMERICA ($)

         Desktop ARC             [***]
         Laptop ARC
         Desktop RRC
         Laptop RRC

         REST OF THE WORLD (L)

         Desktop ARC             [***]
         Laptop ARC
         Desktop RRC
         Laptop RRC
</TABLE>

                                                                              11
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC
<TABLE>
<CAPTION>
                                 YR 1   YR 2    YR 3    YR 4    YR 5     YR 6    YR 7     YR 8   YR 9    YR 10
                                 ----   ----    ----    ----    ----     ----    ----     ----   ----    -----
<S>                              <C>    <C>     <C>     <C>     <C>      <C>     <C>      <C>    <C>     <C>
         Desktop RRC
         Laptop RRC
</TABLE>

                                                                              12
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SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


5.    CHARGES FOR INSTALLATIONS, MOVES, ADDS, CHANGES AND DISPOSAL (IMACD)
      SERVICES

5.1   OVERVIEW

      These Charges relate to the "Installations, Moves, Adds, Changes and
      Disposal" Services as set out in Section 3B of the Service Level Agreement
      (Schedule 1).

5.2   CHARGES

(1)   CHARGES FOR INSTALLATIONS, MOVES, ADDS AND CHANGES

      The Supplier shall charge for Installations, Moves, Adds and Changes (as
      defined in the Service Level Agreement) on a "per event" basis, according
      to the following:
<TABLE>
<CAPTION>
                         UK& IRE (L)      NORTH AMERICA ($)    ITALY (E)     GERMANY (E)       ROW (L)
                         -----------      -----------------    ---------     -----------       -------
<S>                      <C>              <C>                  <C>           <C>               <C>
INSTALLATION             [***]
MOVES
ADDITION
CHANGES
</TABLE>

(2)   CHARGES FOR DISPOSALS

      During the True-Up Process the Supplier will examine the Marconi Group's
      processes for Disposals (as defined in the Service Level Agreement) in
      each Invoice Region with a view to establishing:

      (a)   whether those processes for Disposals are compliant with Applicable
            Legislation; and

      (b)   whether the costs associated with those Disposals were included
            within the Budget (Schedule 15).

      Charges for Disposals shall be dealt with as follows:

      (c)   in those Invoice Regions where the Marconi Group's processes for
            Disposals are compliant with Applicable Legislation and the costs
            associated with those processes are included within the Budget for
            Desktop and Supply Services, the Supplier shall provide Disposals in
            accordance with the Marconi Group's existing processes and at no
            additional charge to Marconi (such charge already being incorporated
            as part of the Charge for Desktop and Supply Services);

                                                                              13
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SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

      (d)   in those Invoice Regions where the Marconi Group's processes for
            Disposals are compliant with Applicable Legislation but the cost for
            such processes has not been included in the Budget for Desktop and
            Supply Services, the Supplier shall provide Disposals in accordance
            with the Marconi Group's existing processes at a Charge reasonably
            reflective of the Marconi Group's (or its relevant member's) costs
            relating to such Disposals (established pursuant to the True Up
            Process), or in the event that such costs are not reasonably
            ascertainable by the Parties, for the following Charges:
<TABLE>
<CAPTION>
                     UK & IRE (L)   NORTH AMERICA ($)     ITALY (E)      GERMANY(E)     ROW (L)
                     ------------   -----------------     ---------      ----------     -------
<S>                  <C>            <C>                   <C>            <C>            <C>
DISPOSALS (PER       [***]
UNIT)
</TABLE>

      (e)   in those Invoice Regions where Marconi's processes for Disposals are
            not compliant with Applicable Legislation, the Supplier shall
            provide Disposals in accordance with Applicable Legislation and for
            the following Charges:
<TABLE>
<CAPTION>
                     UK & IRE (L)   NORTH AMERICA ($)    ITALY (E)      GERMANY(E)     ROW (L)
                     ------------   -----------------    ---------      ----------     -------
<S>                  <C>            <C>                  <C>            <C>            <C>
DISPOSALS (PER       [***]
UNIT)
</TABLE>



                                                                              14
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SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC



6.    CHARGES FOR NETWORK SERVICES

6.1   OVERVIEW

      These Charges relate to the "Network" Services as set out in Section 4 of
      the Service Level Agreement.

6.2   USAGE BASED (COMMODITY) CHARGES

[***]

6.3   NON-USAGE BASED CHARGES

      The Charges for Network Services other than those specified in Paragraph
      6.2 (Usage Based Charges) are as follows:

(1) CHARGES BASELINE (ANNUAL)
<TABLE>
<CAPTION>
                       YR 1    YR 2     YR 3     YR 4    YR 5     YR 6     YR 7     YR 8     YR 9   YR 10    TOTAL
                       ----    ----     ----     ----    ----     ----     ----     ----     ----   -----    -----
<S>                    <C>     <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>    <C>      <C>
UK & Ire (L'000)       [***]
NA ($'000)
Italy (E'000)
ROW (L'000)
Germany (E'000)
</TABLE>

      Appendix 1 to this Schedule sets out the breakdown of the charges in NA by
      Marconi SBU. This breakdown will be verified during True-up.

(2)   RESOURCE UNITS

      Resource Units for the Network Services are as follows:

      (a)   the number of active LAN ports;

      (b)   the number of active voice ports;

      (c)   the number of active RAS ports; and

      (d)   the number of active voicemail ports.




                                                                              15
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


(3)   RESOURCE BASELINE

      The Baseline Charges are based upon the following Resource Baseline:
<TABLE>
<CAPTION>
                     UK & IRE     NA     GER    ITALY      ROW      TOTAL
                     --------     --     ---    -----      ---      -----
<S>                  <C>         <C>     <C>    <C>        <C>      <C>
LAN Ports             [***]
Voice Ports
RAS Ports
Voicemail Ports
</TABLE>

      Appendix 1 to this Schedule sets out the breakdown of the resource
      baseline in NA by Marconi SBU. This breakdown will be verified during
      True-up.

      Where a True-up Process identifies any variations in the above Resource
      Baseline as compared to actual volumes of Internal Services as of the
      relevant Cutover, there shall be no amendment to the Baseline Charges as a
      result of that variation. For the avoidance of doubt, this previous
      sentence does not apply to the extent that the above Resource Baseline
      changes as a result of any of the matters identified in Clauses 5.2(1)(b)
      to (e) of this Agreement.

(4)   ARCS & RRCS (MONTHLY)

      Subject to Paragraph 6.3(5), the following monthly ARC / RRC rates are
      applicable to a variation in the Resource Baseline of up to +/- [***]%
      [***]per cent).
<TABLE>
<CAPTION>
                     UK & IR.        NA       GERMANY         ITALY      ROW
ACTIVE PORTS           (L)           ($)        (E)            (E)       (L)
------------         --------        --       -------         -----      ---
<S>                 <C>              <C>      <C>             <C>        <C>
      ARC

LAN                       [***]
Voice
RAS
Voicemail

      RRC

LAN
VOICE
RAS
VOICEMAIL
</TABLE>

      The Parties acknowledge that the Resource Baseline as stated in Paragraph
      6.3(3) is based on the number of "active" ports as opposed to the number
      of "available"

                                                                              16
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SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

      ports. As part of the True Up Process the Parties shall establish the
      number of "available" ports, and the following additional ARC/RRC
      mechanism shall apply until the end of the Transformation Stage (as
      defined in Exhibit 1 (Transition Project)):
<TABLE>
<CAPTION>
SCENARIO                                            ADJUSTMENT MECHANISM
--------                                            --------------------
<S>                                                 <C>
Actual "active" ports greater than "available"      Adjust Baseline Charge by adding the ARC rate.
port baseline.
Actual "active" ports greater than "active" port    Adjust Baseline Charge by adding the RRC rate.
baseline.
Actual "active" ports less than "active" port       Adjust Baseline Charge by subtracting the RRC rate.
baseline.
</TABLE>

(5)   CHANGE CONTROL

      Notwithstanding Paragraph 6.2(4), ARC's and RRC's shall not apply in the
      following circumstances, which shall be dealt with pursuant to Change
      Control and shall, accordingly (to the extent referable to Change Control
      envisaged by this Paragraph 3.3(5)) not be considered to be within the
      Resource Bands):

      -     Site size increase/decrease (as set out in (a), below);

      -     bandwidth utilisation increase/decrease (as set out in (b), below);

      -     Site closure/addition;

      -     mergers & acquisitions / de-mergers; and

      -     territory entry/exit (i.e., a change which leads to the Network
            Services no longer being required in a territory in which they were
            previously provided).

      Change Control shall apply in relation to Site size increases/decreases
      and/or bandwidth utilisation increases/decreases in the manner set out
      below:

      (A)   SITE SIZE INCREASE/DECREASE

            The manner in which Site size increases or decreases shall be
            managed (ARC/RRC adjustments or Change Control) shall be determined
            according to the change in size of a site as follows:

                                                                              17
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

<TABLE>
<CAPTION>
                 NO SITE       VERY SMALL     SMALL          MEDIUM            LARGE
                 -------       ----------     -----          ------            -----
<S>              <C>           <C>            <C>            <C>               <C>
NO SITE          -             Change         Change         Change            Change
                               Control        Control        Control           Control

VERY SMALL       Change        -              ARCs/RRCs      Change            Change
                 Control                                     Control           Control

SMALL            Change        ARCs/RRCs      -              ARCs/RRCs         Change
                 Control                                                       Control

MEDIUM           Change        Change         ARCs/RRCs      -                 Change
                 Control       Control                                         Control

LARGE            Change        Change         Change         Change
                 Control       Control        Control        Control           -
</TABLE>

      where:

      -     "VERY SMALL" means [***]

      -     "SMALL" means [***]

      -     "MEDIUM" means [***] and

      -     "LARGE" means[***].

      (B)   BANDWIDTH UTILISATION INCREASE/DECREASE

            Average bandwidth utilisation figures for the combined network
            traffic to and from each Site during normal working hours shall be
            measured and baselined during the period corresponding to the
            True-Up Process.

            These baselined utilisation figures shall be applied for the
            combined network traffic to and from individual Sites during the
            normal working hours for the Site being measured (averaged over a
            period of three consecutive months).

            The following variations in average bandwidth use shall result in an
            amendment to the Charges being made pursuant to Change Control:

            - Site utilisation <[***]% below average bandwidth baseline; and

            - Site utilisation >[***]% above average bandwidth baseline.

                                                                              18
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SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC



7.    CHARGES FOR APPLICATION SUPPORT SERVICES

7.1   OVERVIEW

      These Charges relate to the "Applications Support and Maintenance"
      Services as set out in Section 5 of the Service Level Agreement (Schedule
      1).

7.2   BASELINE CHARGES (ANNUAL)
<TABLE>
<CAPTION>
                       YR 1   YR 2     YR 3    YR 4     YR 5    YR 6     YR 7    YR 8     YR 9   YR 10      TOTAL
                       ----   ----     ----    ----     ----    ----     ----    ----     ----   -----      -----
<S>                   <C>     <C>      <C>     <C>      <C>     <C>      <C>     <C>      <C>    <C>        <C>
UK & Ire (L'000)      [***]
NA ($'000)
Italy (E'000)
ROW (L'000)
Germany (E'000)
</TABLE>

7.3   RESOURCE UNITS, RESOURCE BASELINES, ARCS & RRCS

(1)   RESOURCE UNITS

      Resource Units for the Applications Support are the legacy applications
      requiring support as listed in Appendix B to the Service Level Agreement
      (Schedule 1).

(2)   RESOURCE BASELINE

      The Baseline Charges for the Application Support Services are based upon
      the legacy applications listed in Appendix B to the Service Level
      Agreement (Schedule 1).

(3)   ARCS AND RRCS

      During the period corresponding to the True-Up Process, the Supplier
      shall:

      (a)   break down the Baseline Charges for the Application Support Services
            to obtain a separate charge for each legacy application (or group of
            legacy applications) being supported (which breakdown shall be
            reasonably commensurate with the cost of supporting each such
            application); and

      (b)   develop an ARC/RRC table identifying a mechanism for varying the
            Baseline Charges to reflect variations to the number of applications
            (or groups of applications) being supported.

      Where the Parties agree the results of such exercise, the Charges for the
      support of each application (or group of applications), and any ARCs/RRCs
      arising from variations in the number of key applications (or groups of
      applications) shall be dealt with in accordance with the agreed mechanism
      (as from the date of such agreement). Prior to such agreement (or where
      the Parties cannot agree such a mechanism by the end of the True-Up
      Process), all variations in the number of applications shall be dealt with
      through Change Control.



                                                                              19
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SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


8.    CHARGES FOR APPLICATION DEVELOPMENT SERVICES

8.1   OVERVIEW AND DEFINITIONS

(1)   These Charges relate to the "Applications Development" Services as set out
      in Section 6 of the Service Level Agreement. The purpose of these Services
      is to make available to the Marconi Group a pool of pre-paid labour for
      use by the Marconi Group for application development and enhancement
      purposes as it sees fit.

(2)   In this Section 8, the following additional definitions shall apply:
      "ESTABLISHMENT PERIOD" in relation to a Country, means the period of
      [***]calendar months commencing on Cutover of the Application and
      Development Services for that Country; "POST ESTABLISHMENT PERIOD" in
      relation to an Invoice Region, means the period from the end of the
      Establishment Period for that Invoice Region, until the termination or
      expiry of this Agreement.

8.2   BASELINE CHARGES (ANNUAL)
<TABLE>
<CAPTION>
                        YR 1    YR 2     YR 3    YR 4     YR 5    YR 6     YR 7     YR 8    YR 9    YR 10     TOTAL
                        ----    ----     ----    ----     ----    ----     ----     ----    ----    -----     -----
<S>                    <C>      <C>      <C>     <C>      <C>    <C>       <C>     <C>      <C>     <C>       <C>
UK & Ire (L'000)       [***]
NA ($'000)
Italy (E'000)
ROW (L'000)
Germany (E'000)
</TABLE>

8.3   RESOURCE UNITS, RESOURCE BASELINES, ARCS & RRCS

(1)   RESOURCE UNITS

      Resource Units for the Application Development Services are as follows:

      (A)   ESTABLISHMENT PERIOD

      Resource Units for the Application Development Services during the
      Establishment Period shall be the number of full time equivalent ("FTE")
      personnel engaged in providing application development services.

      (B)   POST ESTABLISHMENT PERIOD

            Resource Units for the Application Development Services during the
            Post Establishment Period shall be the number of Applications Value
            Index ("AVI") units (as determined pursuant to Paragraph 8.3(2)(b)).

(2)   RESOURCE BASELINES

      (A)   ESTABLISHMENT PERIOD

            The Baseline Charges specified in Paragraph 8.2 are based upon a
            Resource Baseline of[***] full time equivalent ("FTE") personnel
            engaged in providing Application Development Services. If, as a
            result of the True Up Process, the actual Resource Baseline is found
            to be less than

                                                                              20
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


            this, the Baseline Charges shall be reduced by a percentage equal to
            the percentage difference between [***]FTE and the actual Resource
            Baseline.

      (B)   POST ESTABLISHMENT PERIOD

            During the final (12) twelve months of the Establishment Period, the
            Supplier shall use the Supplier's "Domains of Change Index" (DCI) to
            obtain a measure in "Applications Value Index" (AVI) units of the
            applications development and enhancement work being undertaken by
            the Transferring Employees (or their subsequent replacements) during
            that twelve (12) month period. This measure (the "AVI RESOURCE
            BASELINE") shall form the Resource Baseline for the Application
            Development Services during the Post Establishment Period

(3)   ARCS AND RRCS

      (A)   ESTABLISHMENT PERIOD

            During the Establishment Period, no ARCs/RRCs will apply. Additional
            personnel will be made available to Marconi at the rates and subject
            to the conditions specified in Paragraph 11.3 (Resource Rate Card).

      (B)   POST ESTABLISHMENT PERIOD

            During the Post Establishment Period, Marconi may increase or
            decrease the AVI Resource Baseline by providing the Supplier with
            sixty (60) days notice of its required variation in AVI Units.
            Variations in the AVI Resource Baseline shall be subject to a
            minimum varied number of AVI Units, which shall be agreed between
            the Parties during the Establishment Period based upon the Supplier
            reasonable minimal resourcing requirements (or in the absence of
            agreement shall be referred to Expert's Decision).


                                                                              21
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SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC



9.    CHARGES FOR DATA CENTRE SERVICES

9.1   OVERVIEW

      These Charges relate to the "Data Centre" Services as set out in Section 9
      of the Service Level Agreement.

9.2   CHARGES

      The following sets out the Charging regime that shall apply at the time of
      Cutover of the Data Centre Services. As soon as possible following such
      Cutover, the Parties shall work together to attempt to agree an
      alternative "consumption based" charging mechanism as set out in Paragraph
      9.3, below. This Charging regime shall continue to apply until the
      consumption based mechanism set out in Paragraph 9.3 has been agreed (or
      otherwise determined via Expert's Decision).

(1)   BASELINE CHARGES (ANNUAL)
<TABLE>
<CAPTION>
                       YR 1    YR 2     YR 3    YR 4     YR 5    YR 6     YR 7     YR 8    YR 9    YR 10     TOTAL
                       ----    ----     ----    ----     ----    ----     ----     ----    ----    -----     -----
<S>                    <C>     <C>      <C>     <C>      <C>    <C>       <C>      <C>     <C>     <C>       <C>
UK & Ire (L'000)       [***]
NA ($'000)
Italy (E'000)
ROW (L'000)
Germany (E'000)
</TABLE>

(2)   RESOURCE UNITS & RESOURCE BASELINE

      The Baseline Charges specified in Paragraph 9.2(1) are based upon a
      Resource Baseline of servers as follows:
<TABLE>
<CAPTION>
                     Region                           Servers
                     ------                           -------
<S>                                                   <C>
                  UK & Ireland                         [***]
                     Germany
                      Italy
                  North America
                Rest of the World
                      Total
</TABLE>

(3)   ARCS/RRCS (MONTHLY)

      Until the "consumption based" charging mechanism outlined in Paragraph 9.3
      is agreed, any changes to the Charges for the Data Centre Services
      resulting from a variation in the number of Servers shall be dealt with
      through Change Control.

                                                                              22
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SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

      9.3   [***]



                                                                              23
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


10.   CHARGES FOR STRATEGY & MANAGEMENT SERVICES

10.1  OVERVIEW

      These Charges relate to the "Strategy and Management" Services as set out
      in Section 10 of the Service Level Agreement.

10.2  BASELINE CHARGES (ANNUAL)
<TABLE>
<CAPTION>
                       YR 1    YR 2     YR 3    YR 4     YR 5    YR 6     YR 7     YR 8    YR 9    YR 10    TOTAL
                       ----    ----     ----    ----     ----    ----     ----     ----    ----    -----    -----
<S>                    <C>     <C>      <C>     <C>      <C>    <C>       <C>      <C>     <C>     <C>       <C>
UK & Ire (L'000)       [***]
NA ($'000)
Italy (E'000)
ROW (L'000)
Germany (E'000)
</TABLE>

10.3  RESOURCE BASELINE

      The Baseline Charges are based upon [***]FTE people providing Strategy and
      Management Services . If, as a result of the True Up Process, the actual
      number of people providing Strategy and Management Services is found to be
      more or less than this number, the Baseline Charges shall be increased or
      reduced by a percentage equal to the percentage difference between [***]
      FTE people and the actual number of people providing the services.



                                                                              24
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


11.   CHARGES FOR IKON (UK) CONTRACT SERVICES

11.1  OVERVIEW

      These Charges relate to the services described in the IKON (UK) Contract,
      as that contract is defined in Section 13 of the Service Level Agreement
      (Schedule 1).

11.2  CHARGES (EXPRESSED AS ANNUAL AMOUNTS) [***]





                                                                              25
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SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


12.   CHARGES FOR PROJECT SERVICES

12.1  OVERVIEW

      These Charges relate to the "Project" Services as set out in Section 11 of
      the Service Level Agreement.

12.2  PRE-PAID POOL OF LABOUR

(1)   A pre-paid pool of labour shall be available to the Marconi Group to
      allocate towards Project Services as follows:

      (a)   application development resources (as detailed in Paragraph 8);

      (b)   non-application development resources (as detailed in Paragraph
            12.2(2)).

(2)   The Parties acknowledge that the Marconi Group's Budget for a number of
      Services (including Network Services and Data Centre Services) includes a
      cost for personnel who are working on Projects other than application
      development Projects. As at the Commencement Date, Marconi estimates the
      number of personnel working on such Projects to be approximately fifteen
      (15) full time equivalent ("FTE") personnel.

(3)   During the True Up Process the Parties will work together in good faith to
      identify the actual number of FTE's working on Projects other than
      application development Projects, and the number of FTE's so determined
      shall be made available to the Marconi Group to allocate towards
      non-application Project Services. If the number of FTE's cannot be agreed
      by the end of the True Up Process, the matter shall be referred to
      Expert's Decision.

12.3  RESOURCE RATE CARD:

      These Charges relate to Projects where it is agreed in the relevant
      Project Schedule of Work that the Project Services will be provided on a
      time and materials basis. A minimum notice period of[***] calendar days is
      required for each resource required (or such lesser period as is agreed
      between the Parties).


                                                                              26
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC



(1)   PROJECTS RELATED TO SERVICES OTHER THAN NETWORK SERVICES:

<TABLE>
<CAPTION>
         SKILL SET CATEGORY
         (RATE PER HOUR)           UK & IRE (L)    GERMANY (E)   ITALY (E)   NORTH AMERICA ($)   REST OF THE  WORLD (L)
         ---------------           ------------    -----------   ---------   -----------------   -----------  ---------
<S>                                <C>             <C>           <C>         <C>                 <C>          <C>
         PROGRAM MANAGER              [***]
         PROJECT MANAGER
         PROJECT CO-ORDINATOR
         SR. ARCHITECT
         ARCHITECT
         SR. ENGINEER
         ENGINEER
         SR. TECHNICIAN
         TECHNICIAN
         SR. DBA
         DBA
         SR.  S/W DEVELOPER
         SOFTWARE DEVELOPER
</TABLE>

(2)   PROJECTS RELATED TO NETWORK SERVICES
<TABLE>
<CAPTION>
         SKILL SET CATEGORY
         (RATE PER HOUR)           UK & IRE (L)    GERMANY (E)   ITALY (E)   NORTH AMERICA  ($)
         ---------------           ------------    -----------   ---------   -----------------
<S>                                <C>             <C>           <C>         <C>
         PROJECT MANAGER                              [***]
         SENIOR PROJECT MANAGER
         PROGRAMME MANAGER
         TECHNICAL DESIGN
         SENIOR TECHNICAL DESIGN
         DESIGN CONSULTANT
         PROGRAMME OFFICE MANAGER
         TECHNICIAN/FIELD ENGINEER
         SENIOR TECHNICIAN /
         SUPPORT MANAGER
         ADMINISTRATION SUPPORT
         JUNIOR ADMINISTRATION SUPPORT
</TABLE>

                                                                              27
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

      These rates apply for "in country" resources. Some bespoke Marconi systems
      in territories outside the UK may require short term resource to be
      provided from the UK; With respect to Network Services, the Supplier will
      only resource from the UK by exception and with prior agreement from
      Marconi. Rates for the Rest of the World will be provided as and when
      required.

12.4  RATE CARD DISCOUNTS

(1)   The following discounts will be applied to the rates stated in the Rate
      Cards where:

      (a)   Marconi provides a period of notice of at least [***]days of its
            required resources; and

      (b)   the resources (measured individually) are applied by the Marconi
            Group for a continuous period as specified in accordance with the
            following table:

<TABLE>
<CAPTION>
                                          DISCOUNT %            DISCOUNT %
DURATION IN MONTHS                  (30 TO 60 DAYS NOTICE)  (>60 DAYS NOTICE)
------------------                  ----------------------  -----------------
<S>                                 <C>                     <C>
0 TO 3 MONTHS                               [***]%               [***]%
OVER 3 MONTHS UP TO 6 MONTHS                [***]%               [***]%
OVER 6 MONTHS UP TO 12 MONTHS               [***]%               [***]%
OVER 12 MONTHS                              [***]%               [***]%
</TABLE>

(2)   Where, after the commencement of a resource, the period for which that
      resource is required is subsequently changed by Marconi to a shorter
      period the rate of discount applicable to that resource shall be adjusted
      accordingly (and restrospectively).

12.5  EXPENSES

      The Rates specified in the Rate Card above, exclude reasonable travel and
      related expenses, which will be charged separately by the Supplier. The
      Supplier shall comply with the terms of Marconi's travel and expenses
      policies (as set out in Schedule 3 (List of Standards and Policies)), and
      in any event shall ensure that such expenses are reasonable having regard
      to the nature of the work in question.


                                                                              28
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

13.   DEFERRED CONTRACT PREMIUM PAYMENTS

      For each of the first four (4) Contract Years for each Invoice Region, the
      Supplier shall pay Marconi (or the relevant members of the Marconi Group,
      as nominated by Marconi from time to time) on the Deferred Contract
      Premium Payment Date, an amount for that Invoice Region representing a
      deferred contract premium payment, calculated by applying the following
      formula: [***]


                                                                              29
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

BASE DEFERRED CONTRACT PREMIUM PAYMENTS:

CONTRACT YEAR 1

<TABLE>
<CAPTION>
INVOICE REGION                                          PAYMENT AMOUNT
--------------                                          --------------
<S>                                                     <C>
UK & IRE (L'000S)                                       [***]
GERMANY (E'000S)
ITALY (E'000S)
NORTH AMERICA ($'000S)
REST OF WORLD (L'000)
TOTAL
</TABLE>

CONTRACT YEAR 2

<TABLE>
<CAPTION>
INVOICE REGION                                          PAYMENT AMOUNT
--------------                                          --------------
<S>                                                     <C>
UK & IRE (L'000S)                                       [***]
GERMANY (E'000S)
ITALY (E'000S)
NORTH AMERICA ($'000S)
REST OF WORLD (L'000)
TOTAL
</TABLE>

CONTRACT YEAR 3

<TABLE>
<CAPTION>
INVOICE REGION                                          PAYMENT AMOUNT
--------------                                          --------------
<S>                                                     <C>
UK & IRE (L'000S)                                       [***]
GERMANY (E'000S)
ITALY (E'000S)
NORTH AMERICA ($'000S)
REST OF WORLD (L'000)
TOTAL
</TABLE>

CONTRACT YEAR 4

<TABLE>
<CAPTION>
INVOICE REGION                                          PAYMENT AMOUNT
--------------                                          --------------
<S>                                                     <C>
UK & IRE (L'000S)                                       [***]
GERMANY (E'000S)
ITALY (E'000S)
NORTH AMERICA ($'000S)
REST OF WORLD (L'000)
TOTAL
</TABLE>


                                                                              30
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

14.   INDEXATION OF CHARGES

14.1  INDEXATION MECHANISM

      At the beginning of each new Contract Year, the Baseline Charges, ARCs,
      RRCs, Rate Cards and all other Charges specified in this Agreement and
      this Schedule 4 (other than the Charges specified in Paragraph 6.2) for
      each Invoice Region shall be subject to indexation in accordance with the
      following formulas:

[***]

14.2  INDICES

(1)   The price indexation mechanism described in Paragraph 14.1 shall be
      applied to the Charges using the territory specific indices listed below

<TABLE>
<CAPTION>
REGION            LO/L                                                    WO/W
------            ----                                                    ----
<S>               <C>                                                     <C>
US                Employment Cost Index (ECI), Not Seasonally             Consumer Price Index (CPI), Not Seasonally
                  Adjusted, Wages and Salaries, Professional,             Adjusted, US City Average, All Items as published
                  Specialty, and Technical Occupations, Private           by the Department of Labor, Bureau of Labor
                  Industry.                                               Statistics.

UK                Average Earnings Index : Service Industries             Retail Prices Index excluding mortgage interest
                  (National Statistics Office)                            payments (National Statistics Office)

GERMANY           Index of collectively agreed wages of wage              Consumer price index for all private households
                  earners, Federal Statistical Office Germany             (non-adjusted value), Federal Statistical Office Germany

ITALY             Gross average earnings per employee in services,        Indici dei prezzi al consumo (Instituto Nazionale
                  growth rate (Istituto Nazionale di Statistica)          di Statistica)

REST OF THE       Determined pursuant to Paragraph 14.2(2).               Determined pursuant to Paragraph 14.2(2).
WORLD
</TABLE>

(2)   For those countries within the "Rest of the World" Invoice Region, the
      Supplier will work with Marconi in good faith to attempt to agree within
      180 days from the Phase 2 Longstop Date:

      (a)   the appropriate RPI and Average Earnings Index for the largest three
            countries within this Invoice Region; and

      (b)   a weighted average RPI and Average Earnings Index algorithm to
            determine the value of the indexed Charges within the Invoice
            Regions (the relative weighting assigned to each country will be
            subject to an annual review).


                                                                              31
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

      (3)   In the event that the Parties cannot agree the appropriate indices
            and/or weightings pursuant to Paragraph 14.2 (3) the matter shall be
            referred to Expert's Decision.


                                                                              32
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

15.   FOREIGN EXCHANGE ADJUSTMENTS

(1)   Baseline Charges for the "Rest of World" Invoice Region (stated in Pounds
      Sterling) are based upon the following conversion rates:

<TABLE>
<CAPTION>
CONVERSION TO GBP                    CURRENCY                                    COUNTRY
-----------------                    --------                                    -------
<S>                                  <C>                                        <C>
0.27                                   BRL                                      Brazil
0.0716                                 MXN                                      Mexico
0.0686                                 ZAR                                      South Africa
0.62                                   EUR                                      Spain
</TABLE>

(2)   Where, with regard to any country within the "Rest of the World" Invoice
      Region, the conversion rates for the currency applicable to such country
      as at the date of invoicing (as that conversion rate is specified in
      London Financial Times on the date of invoicing, and in the absence of any
      edition on that date, any quality broadsheet newspaper published in London
      and reasonably nominated by the Supplier) have changed from those
      specified above as at the date of invoicing, the Charge attributable to
      such country shall be adjusted by an amount equal to the variation in
      conversion rate.


                                                                              33
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

16.   RETAINED COSTS AND EXPENSES

      Marconi will retain and be responsible for the following costs and
      expenses, which have been excluded from the Charges set out in this
      Schedule: [***]


                                                                              34
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

                                  APPENDIX 1 -

                     NORTH AMERICA CHARGES BY BUSINESS UNIT

CHARGES FOR HELP DESK AND CALL CENTRE SERVICES

BASELINE CHARGES (MONTHLY)

<TABLE>
<CAPTION>
                                 YR1       YR 2       YR 3       YR 4      YR 5       YR 6      YR 7       YR 8      YR 9      YR 10
                                 ---       ----       ----       ----      ----       ----      ----       ----      ----      -----
<S>                             <C>        <C>        <C>        <C>       <C>        <C>       <C>        <C>       <C>       <C>
BBRS ($ '000)                   [***]
NC ($ '000)
Wireless ($ '000)
Total
</TABLE>

CHARGES FOR DESKTOP AND SUPPLY SERVICES

BASELINE CHARGES (ANNUAL)

<TABLE>
<CAPTION>
                            YR1      YR 2      YR 3      YR 4      YR 5      YR 6      YR 7      YR 8      YR 9     YR 10     TOTAL
                            ---      ----      ----      ----      ----      ----      ----      ----      ----     -----     -----
<S>                        <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>       <C>
BBRS ($ '000)              [***]
NC ($ '000)
Wireless ($ '000)
Total
</TABLE>

RESOURCE BASELINE

NUMBER OF RESOURCE UNITS

<TABLE>
<S>                   <C>                          <C>
                      Desktop                      [***]
BBRS                  Laptop

                      Desktop
NC                    Laptop

                      Desktop
Wireless              Laptop
</TABLE>

CHARGES FOR NETWORK SERVICES

NON-USAGE BASED CHARGES

BASELINE CHARGES (ANNUAL)

<TABLE>
<CAPTION>
                              YR1      YR 2    YR 3      YR 4    YR 5     YR 6      YR 7      YR 8     YR 9    YR 10    TOTAL
                              ---      ----    ----      ----    ----     ----      ----      ----     ----    -----    -----
<S>                          <C>       <C>     <C>       <C>     <C>      <C>       <C>       <C>      <C>     <C>      <C>
BBRS ($ '000)                [***]
NC ($ '000)
Wireless ($ '000)
Total
</TABLE>

RESOURCE BASELINE


                                                                              35
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

NUMBER OF RESOURCE UNITS

<TABLE>
<CAPTION>
                               BBRS          NC       Wireless       Total
                               ----          --       --------       -----
<S>                            <C>           <C>      <C>            <C>
LAN Ports
Voice Ports
RAS Ports
Voicemail Ports
</TABLE>

CHARGES FOR APPLICATION SUPPORT SERVICES

BASELINE CHARGES (ANNUAL)

<TABLE>
<CAPTION>
                            YR1      YR 2      YR 3      YR 4      YR 5      YR 6      YR 7      YR 8      YR 9     YR 10     TOTAL
                            ---      ----      ----      ----      ----      ----      ----      ----      ----     -----     -----
<S>                        <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>       <C>
BBRS ($ '000)              [***]
NC ($ '000)
Wireless ($ '000)
Total
</TABLE>


                                                                              36
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

CHARGES FOR APPLICATION DEVELOPMENT SERVICES

BASELINE CHARGES (ANNUAL)

<TABLE>
<CAPTION>
                            YR1      YR 2      YR 3      YR 4      YR 5      YR 6      YR 7      YR 8      YR 9     YR 10      TOTAL
                            ---      ----      ----      ----      ----      ----      ----      ----      ----     -----      -----
<S>                        <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>        <C>
BBRS ($ '000)              [***]
NC ($ '000)
Wireless ($ '000)
Total
</TABLE>

CHARGES FOR  DATA CENTRE SERVICES

BASELINE CHARGES (ANNUAL)

<TABLE>
<CAPTION>
                              YR1      YR 2      YR 3      YR 4      YR 5      YR 6      YR 7      YR 8      YR 9     YR 10    TOTAL
                              ---      ----      ----      ----      ----      ----      ----      ----      ----     -----    -----
<S>                          <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>      <C>
BBRS ($ '000)                [***]
NC ($ '000)
Wireless ($ '000)
Total
</TABLE>

RESOURCE BASELINE

NUMBER OF RESOURCE UNITS

<TABLE>
<CAPTION>
BUSINESS UNIT                              NUMBER OF SERVERS
-------------                              -----------------
<S>                                        <C>
BBRS                                       [***]
NC
Wireless
TOTAL
</TABLE>


                                                                              37
<PAGE>
SCHEDULE 4 - CHARGES                                      CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

CHARGES FOR STRATEGY & MANAGEMENT SERVICES

BASELINE CHARGES (ANNUAL)

<TABLE>
<CAPTION>
                           YR1      YR 2      YR 3      YR 4      YR 5      YR 6      YR 7      YR 8      YR 9     YR 10    TOTAL
                           ---      ----      ----      ----      ----      ----      ----      ----      ----     -----    -----
<S>                        <C>      <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>      <C>

BBRS ($ '000)              [***]
NC ($ '000)
Wireless ($ '000)
Total
</TABLE>


                                                                              38



<PAGE>

SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

                                   SCHEDULE 5

                                 SERVICE CREDITS

1.       DEFINITIONS

         In this Schedule, the following additional definitions apply, unless
         the context otherwise requires:

         "GLOBAL POINTS TOTAL" has the meaning given to it in Paragraph 5.2(1)
         of this Schedule 5 (Service Credits);

         "INVOICE REGIONS" means each of the separate invoice regions specified
         in Schedule 4 (Charges), and "INVOICE REGION" means any one of them;

         "MONTH OF ACCOUNT" means each calendar month during the term of this
         Agreement, commencing on the first day of the first full calendar month
         following the end of the True-Up Process;

         "REGIONAL POINTS TOTAL" has the meaning given to it in Paragraph 5.2(1)
         of this Schedule 5 (Service Credits); and

         "SERVICE CATEGORIES" means the service categories into which the IT
         Services are classified in the Service Level Agreement, and "SERVICE
         CATEGORY" means any one of them.

2.       OVERVIEW

2.1      The service credits payable by the Supplier in respect of any and all
         breaches of the service levels specified in the Service Level
         Agreement, whether incurred during any notice period to terminate this
         Agreement or otherwise, shall be calculated in accordance with this
         Schedule 5 (Service Credits).

2.2      The service credits and service credit points accrued by the Supplier
         for breach of the service levels specified in the Service Level
         Agreement shall be calculated separately for each Service Category in
         each Invoice Region.

2.3      The total service credits and service credit points accrued by the
         Supplier in each Service Category and for each Invoice Region shall be
         calculated by the Supplier


                                                                               1

<PAGE>
SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

         and reported to Marconi within [***] Business Days after the end of,
         and as at, the last day of each Month of Account.

3.       CALCULATION OF SERVICE CREDITS

3.1      KEY SERVICE LEVELS

         The service levels measured in each Service Category and in each
         Invoice Region for the purpose of calculating service credits are
         listed in Appendix 1 (the "KEY SERVICE LEVELS").

3.2      WEIGHTING OF KEY SERVICE LEVELS

         Each of the Key Service Levels is weighted to reflect the criticality
         of those Key Service Levels to the Marconi Group's business.

3.3      CALCULATION OF BASE SERVICE CREDITS

         The base service credits payable for each Service Category in each
         Month of Account in each Invoice Region shall be calculated as follows:

         (a)      each of the Key Service Levels shall be measured over the
                  Month of Account, and actual performance against each of those
                  Key Service Levels recorded by the Supplier and reported to
                  Marconi;

         (b)      a service credit shall be payable in relation to a Key Service
                  Level where the level of performance achieved by the Supplier
                  against that Key Service Level falls within one of the service
                  credit bands "Band1 ([***]%)", "Band2 ([***]%)" or "Band3
                  ([***]%)" (where the level of performance falls into more than
                  one service credit band, it shall be deemed to fall within the
                  band yielding the highest percentage credit);

         (c)      for each Key Service Level, the amount of the service credit
                  (if any) arising from the Supplier's failure to meet that Key
                  Service Level ("SERVICE CREDIT (KSL)") shall be calculated as
                  follows:

                      [***]

                                                                               2

<PAGE>
SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

         (d)      the aggregate base service credit (if any) payable in relation
                  to that Service Category in that Month of Account for that
                  Invoice Region shall be the sum of the individual amounts
                  calculated pursuant to Paragraph 3.3(c) for each of the Key
                  Service Levels within that Service Category for that Invoice
                  Region.

3.4      CALCULATION OF ADJUSTED SERVICE CREDITS

(1)      For each Service Category in each Invoice Region, the aggregate base
         service credit (if any) calculated pursuant to Paragraph 3.3(d), shall
         be further adjusted as follows:

         (a)      where service credits have been payable for that Service
                  Category and for that Invoice Region for each of the preceding
                  [***]Months of Account, the aggregate base service credit for
                  the current Month of Account shall be adjusted upwards by
                  [***](multiplied by [***]);

         (b)      subject to Paragraph 3.4(2), where no service credits have
                  been payable for that Service category and for that Invoice
                  Region for each of the preceding [***]Months of Account, the
                  aggregate base service credit for the current Month of Account
                  shall be adjusted downwards by [***](multiplied by [***]).

(2)      Where the aggregate base service credit for a Service Category for the
         previous Month of Account has been adjusted downwards pursuant to
         Paragraph 3.4(1)(b), and service credits are then payable for that
         Service Category for that Invoice Region in the current Month of
         Account, the downwards adjustment for the previous Month of Account
         shall be reversed by adding an amount equal to the amount by which the
         previous month's aggregate service credit was reduced to the current
         month's aggregate service credit.

3.5      SERVICE CREDIT CAP

         The maximum service credit payable by the Supplier across all Service
         Categories in an Invoice Region in any Month of Account shall be capped
         at [***]percent


                                                                               3

<PAGE>
SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

         ([***]%) of the total Charges payable for all of those Service
         Categories in that Invoice Region in that Month of Account.

3.6      DOUBLE JEOPARDY

         Where a single event causes service credits to accrue in relation to
         more than one Service Category in an Invoice Region in a single Month
         of Account, Marconi shall only be entitled to the largest of the
         service credits accrued as a result of that event.

4.       PAYMENT OF SERVICE CREDITS

         All service credits (the "CREDIT AMOUNT") shall accrue and shall be
         paid, at Marconi's discretion, by way of a credit against payment of
         Charges otherwise payable after the Month of Account (or in such other
         manner as the Parties may agree). If there are any service credits
         outstanding on the date of termination of this Agreement, those service
         credits shall be paid in cash (together with any applicable VAT) to
         Marconi by the Supplier within thirty (30) days after the date of
         termination. The parties expressly agree that these payments will not
         be tax-affected in the United States.

5.       SERVICE CREDIT POINTS

5.1      CALCULATION OF SERVICE CREDIT POINTS

(1)      For each Month of Account in each Invoice Region, the value of the
         service credit points accrued by the Supplier in that Month of Account
         in that Invoice Region, shall be calculated as follows:

         (a)      for each Service Category in that Invoice Region, the service
                  credit payable (calculated in accordance with Paragraphs 3.3
                  and 3.4, but ignoring any cap imposed pursuant to Paragraph
                  3.5), expressed as a percentage of the monthly Charge for that
                  Service Category (being a figure between [***] to[***]) shall
                  be multiplied by the percentage points weighting specified in
                  the following table:

<TABLE>
<CAPTION>
                  SERVICE CATEGORY                             POINTS WEIGHTING (%)
                  ----------------                             --------------------
<S>                                                                   <C>
</TABLE>

                                                                               4

<PAGE>
SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

<TABLE>
<S>                                                                   <C>
                  Help Desk & Call Centre Services                    [***]
                  Desktop & Supply Services                           [***]
                  Network Services & Security                         [***]
                  Application Services                                [***]
                  Data Centre Services                                [***]
                  Project Services (apps dev)                         [***]
                  TOTAL                                                100 %
</TABLE>

         (b)      the results of the calculation for each Service Category in
                  the Invoice Region shall be added together to obtain a single
                  interim points score across all Service Categories in that
                  Invoice Region, being a figure in the range [***]to [***];

         (c)      the interim points score shall be multiplied by ([***]) to
                  determine the service credit points accrued across all Service
                  Categories in that Invoice Region in that Month of Account,
                  being a figure in the range [***] to [***].

5.2      OPERATION OF SERVICE CREDIT POINTS

(1)      Service credit points shall accrue both within Invoice Regions
         ("REGIONAL POINTS TOTAL") and across Invoice Regions ("GLOBAL POINTS
         TOTAL"). The value of the Regional Points Total and/or the Global
         Points Total accrued by the Supplier from time to time shall be
         relevant for determining whether Marconi has the right to terminate
         this Agreement or part of it pursuant to Paragraph 5.2(3)(c).

(2)      In calculating the Regional Points Total and the Global Points Total
         from time to time, account shall only be taken of points accrued in the
         immediately preceding [***]Months of Account[***]).

(3)      Where at any time within the period to which Paragraph 5.2(2) refers,
         the Regional Points Total equals or exceeds [***]points or the Global
         Points Total equals or exceeds [***]points, the following shall apply:

         (a)      Marconi may, by written notice to the Supplier, require the
                  Supplier within the [***]month period following receipt of
                  Marconi's notice (the


                                                                               5

<PAGE>
SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

                  "CURE PERIOD") to diagnose and correct the causes of all
                  relevant Service Level Agreement breaches;

         (b)      during the [***]calendar months following the expiry of the
                  Cure Period ("THE ASSESSMENT PERIOD"), the Parties shall
                  jointly assess whether the corrective measures taken by the
                  Supplier during the Cure Period have been effective; and

         (c)      where the Regional Points Total for any calendar month during
                  the Assessment Period exceeds [***]points or the Global Points
                  Total for [***]during the Assessment Period exceeds[***],
                  Marconi shall be entitled, by notice to the Supplier within
                  [***]days after the end of the Assessment Period, to
                  terminate:

                  (i)      this Agreement; or

                  (ii)     that part (or those parts) of this Agreement
                           corresponding to the Invoice Regions and/or Service
                           Categories in relation to which the relevant service
                           credit points giving rise to the right of termination
                           have been accrued,

                  with effect from the date stated in the notice.

(4)      In the event that Marconi has provided notice to the Supplier of a
         "Cure Period" pursuant to Paragraph 5.2(3), but has not terminated this
         Agreement pursuant to Paragraph 5.2(3)(c) by the end of the [***] day
         period referred to in that Paragraph, the accrued Regional Points Total
         and (as applicable) Global Points Total shall be reduced by
         [***]percent ([***]%) as at the last day of that [***] day period.

6.       GENERAL

6.1      Nothing in this Schedule affects Marconi's other rights to terminate
         this Agreement by reason of a material breach or series of persistent
         breaches of this Agreement.

                                                                               6

<PAGE>
SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

6.2      The Parties acknowledge that they have spent a considerable amount of
         time negotiating the provisions of this Schedule and the service
         credits agreed are genuine pre-estimate of damages intended to
         compensate Marconi for the damage caused by breaches of the Relevant
         SLA without penalising the Supplier, actual damages being difficult to
         assess.


                                                                               7

<PAGE>
SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


                                   APPENDIX 1:

                               KEY SERVICE LEVELS

OVERVIEW

This Schedule outlines the Key Service Levels which will be measure for the
purpose of calculating service credits payable by the Supplier and service
credit points accumulated.

REVIEW OF KEY SERVICE LEVELS DURING TRUE UP

These Key Service Levels have been extracted from the Service Level Agreement
attached as Schedule 1. Accordingly, these Key Service Levels (including the
trigger levels for the Bands at which service credits shall accrue) are subject
to review and validation during the period of the True Up Process and will be
amended/updated by the Parties to reflect changes made to the Service Level
Agreement as a result of that process (in accordance with the process set out in
Clause 5 of this Agreement). In undertaking the review and validation of the Key
Service Levels relating to availability, the Parties will take account of the
degree of architectural resilience required to support those Key Service Levels,
including by reference (where relevant) to industry based standards and
manufacturers stated "meantime between failures" for hardware components.

MEANING OF "AVAILABILITY/DOWNTIME"

References to periods of "availability"/"downtime" in relation to these Key
Service Levels have the corresponding meanings given to them in the Service
Level Agreement.

CALCULATING PERFORMANCE FOR SERVICE COMPRISING MULTIPLE PARTS

Where a Key Service Level refers to a service comprising more than one part, the
actual performance achieved in relation to that Service Level shall be
calculated by taking the arithmetic mean performance of all parts comprising
that service.

                                                                               8

<PAGE>
SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

DEEMED SERVICE CREDITS

If in each of [***]consecutive Months of Account in any Invoice Region and in
relation to any of the Key Service Levels:

(a)      the Performance Target for that Key Service Level is not achieved; and

(b)      the level of performance achieved does not fall (and is not deemed to
         have fallen) within any of the service bands (i.e. Band 1 ([***]%),
         Band 2 ([***]%) or Band 3 ([***]%)),

then the level of performance for the [***]of those Months of Account shall be
deemed to be within Band 1 ([***]%) and the provisions of this Schedule 5
(Service Credits) shall apply accordingly.

BASE (UNITED KINGDOM)

<TABLE>
<CAPTION>
HELP DESK SERVICES                                                        Band1     Band2    Band3
    REF                  MEASURE                 PERFORMANCE TARGET       [***]     [***]    [***]    WEIGHTING  WEIGHTING%
    ---                  -------                 ------------------       -----     -----    -----    ---------  ----------
<S>                      <C>                     <C>                      <C>       <C>      <C>      <C>        <C>
[***]
</TABLE>


<TABLE>
<CAPTION>
DESKTOP AND SUPPLY SERVICES                                               Band1     Band2    Band3
    REF                  MEASURE                 PERFORMANCE TARGET       [***]     [***]    [***]    WEIGHTING  WEIGHTING%
    ---                  -------                 ------------------       -----     -----    -----    ---------  ----------
<S>                      <C>                     <C>                      <C>       <C>      <C>      <C>        <C>
[***]


                                                                                                        [***]       [***]
</TABLE>


<TABLE>
<CAPTION>
NETWORK SERVICES & SECURITY                                               Band1     Band2    Band3
    REF                  MEASURE                 PERFORMANCE TARGET       [***]     [***]    [***]    WEIGHTING  WEIGHTING%
    ---                  -------                 ------------------       -----     -----    -----    ---------  ----------
<S>                      <C>                     <C>                      <C>       <C>      <C>      <C>        <C>
[***]
</TABLE>


                                                                               9

<PAGE>
SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


<TABLE>
<S>                      <C>                     <C>                      <C>       <C>      <C>      <C>        <C>
                                                                                                        [***]       [***]
</TABLE>


<TABLE>
<CAPTION>
APPLICATION SERVICES                                                      Band1     Band2    Band3
    REF                  MEASURE                 PERFORMANCE TARGET       [***]     [***]    [***]    WEIGHTING  WEIGHTING%
    ---                  -------                 ------------------       -----     -----    -----    ---------  ----------
<S>                      <C>                     <C>                      <C>       <C>      <C>      <C>        <C>
[***]
</TABLE>



<TABLE>
<CAPTION>
DATA CENTRE SERVICES                                                      Band1     Band2    Band3
    REF                  MEASURE                 PERFORMANCE TARGET       [***]     [***]    [***]    WEIGHTING  WEIGHTING%
    ---                  -------                 ------------------       -----     -----    -----    ---------  ----------
<S>                      <C>                     <C>                      <C>       <C>      <C>      <C>        <C>
[***]
</TABLE>




                                                                              10



<PAGE>
SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC









<TABLE>
<S>         <C>                                          <C>                   <C>        <C>        <C>
Sa3         ERP System Availability
                        (Downtime in minutes)           [***]                  [***]      [***]      [***]
            [***]


Sa4         Application Server Availability
                        (Downtime in minutes)           [***]                  [***]      [***]      [***]
            [***]




Dc2         Priority 1 - Fix/Workaround                 [***]
Dc5         Priority 2 - Fix/Workaround
</TABLE>


<TABLE>
<CAPTION>
PROJECT SERVICES (APPS DEV)                                               Band1     Band2    Band3
    REF              MEASURE                 PERFORMANCE TARGET           [***]     [***]    [***]     WEIGHTING    WEIGHTING %
    ---              -------                 ------------------           -----     -----    -----     ---------    -----------
<S>         <C>                              <C>                          <C>       <C>      <C>       <C>          <C>
Pm3         Project Evaluation Report        [***]                        [***]
            (Tactical Projects)
</TABLE>


                                                                              11
<PAGE>
SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


ITALY

The Key Service Levels for Italy are the same as those listed above in relation
to the United Kingdom, except that in Italy the Key Service Levels for Data
Centre Services shall be replaced with the following:

<TABLE>
<CAPTION>
DATA CENTRE SERVICES
                                                                            Band1      Band2      Band3
 REF              MEASURE                    PERFORMANCE TARGET             [***]      [***]      [***]    WEIGHTING   WEIGHTING %
 ---              -------                    ------------------             -----      -----      -----    ---------   -----------
<S>      <C>                                 <C>                            <C>        <C>        <C>      <C>         <C>
         Mail System Availability
              (Downtime in minutes)
[***]






         [***]
                              [***]
[***]

         Application Server Availability

              (Downtime in minutes)
[***]
</TABLE>


                                                                              12
<PAGE>
SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


GERMANY

The Key Service Levels for Germany are the same as those listed above in
relation to the United Kingdom, except that in Germany the Key Service Levels
for Data Centre Services shall be replaced with the following:

<TABLE>
<CAPTION>
DATA CENTRE SERVICES
                                                                          Band1      Band2      Band3
 REF              MEASURE                    PERFORMANCE TARGET           [***]      [***]      [***]    WEIGHTING   WEIGHTING %
 ---              -------                    ------------------           -----      -----      -----    ---------   -----------
<S>      <C>                                 <C>                          <C>        <C>        <C>      <C>         <C>
         Mail System Availability
              (Downtime in minutes)
[***]




         [***]
                              [***]                                       [***]      [***]      [***]


         Application Server Availability

              (Downtime in minutes)                 [***]                 [***]      [***]      [***]
[***]


[***]
</TABLE>


                                                                              13
<PAGE>

SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


UNITED STATES

The Key Service Levels for the United States are the same as those listed above
in relation to the United Kingdom, except that in the United States the Key
Service Levels for Data Centre Services shall be replaced with the following:

<TABLE>
<CAPTION>
DATA CENTRE SERVICES
                                                                             Band1      Band2      Band3
 REF              MEASURE                    PERFORMANCE TARGET              [***]      [***]      [***]    WEIGHTING   WEIGHTING %
 ---              -------                    ------------------              -----      -----      -----    ---------   -----------
<S>      <C>                                 <C>                             <C>        <C>        <C>      <C>         <C>
         Mail System Availability
              (Downtime in minutes)
[***]
</TABLE>




                                                                              14
<PAGE>
SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC




<TABLE>
<S>      <C>                                 <C>                             <C>        <C>        <C>      <C>         <C>
         ERP System Availability
              (Downtime in minutes)                 [***]                    [***]      [***]      [***]
[***]



         Application Server Availability

              (Downtime in minutes)                                          [***]      [***]      [***]
[***]




[***]
</TABLE>


                                                                              15
<PAGE>
SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC

REST OF WORLD

The Key Service Levels for the "Rest of World" are the same as those listed
above in relation to the United Kingdom, except that in the "Rest of World" the
Key Service Levels for Data Centre Services shall be replaced with the
following:

<TABLE>
<CAPTION>
                                                                             Band1      Band2      Band3
 REF              MEASURE                    PERFORMANCE TARGET              [***]      [***]      [***]     WEIGHTING  WEIGHTING %
 ---              -------                    ------------------              -----      -----      -----     ---------  -----------
<S>      <C>                                 <C>                             <C>        <C>        <C>       <C>        <C>
         Mail System Availability
              (Downtime in minutes)                 [***]
[***]





         ERP System Availability
              (Downtime in minutes)                 [***]
[***]




         Application Server
         Availability
              (Downtime in minutes)                 [***]                     [***]      [***]      [***]
[***]



[***]
</TABLE>


                                                                              16
<PAGE>
SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


                                   APPENDIX 2

                                 WORKED EXAMPLE

The attached is a worked example of the process of calculating Service Credits
in accordance with the provisions of this Schedule 5 (Service Credits).

The Parties acknowledge that the attached worked example is provide as an
example only and, in the event of any conflict between the worked example and
the other provisions of this Schedule 5 (Service Credits), such other provisions
of this Schedule 5 (Service Credits) shall prevail to the extent necessary to
resolve the conflict.

1.    EXAMPLE KEY SERVICE LEVELS & WEIGHTINGS

      The table set out below (TABLE 1) is an extract of the Key Service Levels
      to be achieved for the Data Centre Services in the United Kingdom.

      TABLE 1

<TABLE>
<CAPTION>
      DATA CENTRE SERVICES                                             Band1      Band2       Band3
           REF              MEASURE             PERFORMANCE TARGET
           ---              -------             ------------------
<S>                 <C>                         <C>                    <C>        <C>         <C>
      Sa2           Mail System Availability
                       (Downtime in minutes)
                    [***]
</TABLE>


                                                                              17
<PAGE>
SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


<TABLE>
<CAPTION>
      DATA CENTRE SERVICES                                                Band1      Band2       Band3
           REF              MEASURE               PERFORMANCE TARGET
           ---              -------               ------------------
<S>                 <C>                           <C>                     <C>        <C>         <C>
         Sa3           ERP System Availability
                          (Downtime in minutes)          [***]            [***]      [***]       [***]


         Sa4           Application Server
                       Availability
                          (Downtime in minutes)

         Dc2           Priority 1 -
                       Fix/Workaround
         Dc5           Priority 2 -
                       Fix/Workaround
</TABLE>


2.    DETERMINATION OF SERVICE CREDIT BANDS

      The table set out below (TABLE 2) is a sample record of Service Levels
      achieved for the Data Centre Services in the United Kingdom during a
      hypothetical Month of Account. The Service Levels achieved are listed in
      the first column.

      By comparing the Service Levels achieved against the extract of Key
      Service Levels in Table 1, we can determine that each of the achieved
      service levels falls within the credit band "Band 1", meaning that a
      [***]% service credit is payable for those Service Levels.

      TABLE 2

<TABLE>
<CAPTION>
        REF           MEASURE               SERVICE LEVELS          CREDIT B1    CREDIT B2   CREDIT B3     CREDIT%
                                           ACTUALLY ACHIEVED
        ---           -------              -----------------        ---------    ---------   ---------     -------
<S>            <C>                         <C>                      <C>          <C>         <C>           <C>
        Sa2    Mail System Availability
               [***]
</TABLE>


                                                                              18
<PAGE>
SCHEDULE 5 - SERVICE CREDITS                              CONFIDENTIAL TREATMENT
                                                                    REQUESTED BY
                                                         MARCONI CORPORATION PLC


<TABLE>
<CAPTION>
        REF           MEASURE               SERVICE LEVELS          CREDIT B1    CREDIT B2   CREDIT B3     CREDIT%
                                           ACTUALLY ACHIEVED
        ---           -------              -----------------        ---------    ---------   ---------     -------
<S>            <C>                         <C>                      <C>          <C>         <C>           <C>
        Sa3    ERP System Availability

        Sa4    Application Server Availability

        Dc2    Priority 1 -
               Fix/Workaround
        Dc5    Priority 2 -
               Fix/Workaround
</TABLE>


3.    CALCULATION OF BASE SERVICES CREDITS

      The table set out below (TABLE 3) shows the calculation of the Base
      Service Credits for the Data Centre Services in the UK, assuming a monthly
      Service Charge of[***].

      This is calculated for each Service Level by multiplying the Monthly
      Charge by the (Credit Band % )and (Weighting %). The total Service Credit
      for the UK


                                                                              19
<PAGE>
SCHEDULE 5 - SERVICE CREDITS                             CONFIDENTIAL TREATMENT
                                                                   REQUESTED BY
                                                        MARCONI CORPORATION PLC

      Data Centre Services are then calculated by adding up the Service Credits
      for each Service Level to arrive at an aggregate Base Service Credit
      of[***].

         TABLE 3

<TABLE>
<CAPTION>
                                                                             Monthly     Service
               Ref              Measure        Credit Band%    Weighting%   Charge LK   Credit LK
               ---              -------        ------------    ----------   ---------   ---------
<S>            <C>       <C>                   <C>             <C>          <C>         <C>
               Sa2        Mail System Availability

                         [***]

















               Sa3        ERP System Availability

               Sa4        Application Server Availability

               Dc2       Priority 1 -
</TABLE>


                                                                              20
<PAGE>
SCHEDULE 5 - SERVICE CREDITS                             CONFIDENTIAL TREATMENT
                                                                   REQUESTED BY
                                                        MARCONI CORPORATION PLC


<TABLE>
<CAPTION>
                                                                             MONTHLY     SERVICE
               REF              MEASURE        CREDIT BAND%    WEIGHTING%   CHARGE LK   CREDIT LK
               ---              -------        ------------    ----------   ---------   ---------
<S>           <C>        <C>                   <C>             <C>          <C>         <C>
                         Fix/Workaround
               Dc5       Priority 2 -
                         Fix/Workaround

              TOTAL                                                                         L
</TABLE>


                                                                              21
<PAGE>
SCHEDULE 5 - SERVICE CREDITS                             CONFIDENTIAL TREATMENT
                                                                   REQUESTED BY
                                                        MARCONI CORPORATION PLC


4.    CALCULATION OF ADJUSTED SERVICE CREDITS

      Finally, the adjusted service credits are calculated by looking at the
      previous [***]months.

      Where service credits have been payable for that Service Category and for
      that Invoice Region for each of the preceding three months, the adjusted
      service credit is calculated by multiplying the aggregate base service
      level by[***].

      Where no service credits have been payable for that Service Category and
      for that Invoice Region for each of the preceding [***]months, the
      adjusted service credit is calculated by multiplying the aggregate base
      service level by [***](provided that if there are service credits payable
      in the next month, this will be reversed).

      As can be seen in the following table (TABLE 4), although service credits
      have been payable in the last [***]months, they have not been payable in
      the previous [***]months, therefore no adjustment up is made. Similarly,
      as credits have been payable in the previous [***]months, no adjustment
      down is made either. Hence, the base service credit remains unadjusted.

      TABLE 4

<TABLE>
<CAPTION>
                                                                                              THIS
                                                                      PREVIOUS     MONTHLY    MONTHS
      ADJUSTED   MONTH   MONTH   MONTH   THREE             BLIP     MONTHS BASE    COST OF     BASE    THIS     ADJUSTED
      CREDITS     -3      -2      -1     STRIKES   BLIP   ADJUSTER   CREDIT LK     SERVICE    CREDIT   MONTH    CREDIT LK
      -------     --      --      --     -------   ----   --------   ---------     -------    ------   -----    ---------
<S>   <C>        <C>     <C>     <C>     <C>       <C>    <C>       <C>            <C>        <C>      <C>      <C>
      Data
      Centre
      Services   [***]
</TABLE>


                              END OF WORKED EXAMPLE


                                                                              22
<PAGE>
SCHEDULE 6 - PROJECT INITIATION PROCEDURE                CONFIDENTIAL TREATMENT
                                                                   REQUESTED BY
                                                        MARCONI CORPORATION PLC

                                   SCHEDULE 6

                          PROJECT INITIATION PROCEDURE

1.    IDENTIFICATION OF PROJECTS BY SUPPLIER

      The Supplier will proactively identify and communicate with Marconi any
      circumstances that would require a Project under this Agreement.

2.    PROJECTS REQUESTS AND EVALUATION REPORTS

2.1   PROJECT REQUESTS BY MARCONI

(1)   Marconi may request a new Project at any time, by giving details of the
      proposed Project to the Supplier in the form reasonably agreed between the
      Parties (or in the absence of agreement, in a reasonable form) (the
      "PROJECT REQUEST FORM").

(2)   Without limiting Paragraph 2.1(1), each Project Request Form:

      (a)   shall classify the proposed Project (based upon Marconi's reasonable
            estimates and understanding of the proposed Project as the time of
            submitting the request) as either:

            (i)   "SMALL ENHANCEMENT" being a Project where the effort required
                  to complete it is less than [***] man hours;

            (ii)  a "MAJOR ENHANCEMENT" being a Project where the estimated
                  effort required to complete it is [***] or more but less than
                  [***] man hours;

            (iii) a "TACTICAL PROJECT" being a Project undertaken to create a
                  unique product or service, where either (a) the estimated cost
                  to complete it is between L[***] and [***] (inclusive); (b)
                  the estimated effort required to complete it is between [***]
                  and [***] man hours (inclusive); or (c) the complexity, risk
                  and impact are "medium" (as reasonably determined by Marconi);
                  or


                                                                               1
<PAGE>
SCHEDULE 6 - PROJECT INITIATION PROCEDURE                CONFIDENTIAL TREATMENT
                                                                   REQUESTED BY
                                                        MARCONI CORPORATION PLC


            (iv)  a "STRATEGIC PROJECT", being a long-term/high profile Project
                  to create a unique product or service, where either: (a) the
                  estimated cost to complete it is greater than L[***]; (b) the
                  estimated effort required to complete it is greater than [***]
                  man hours; or (c) the complexity, risk and impact are
                  "critical/high" (as reasonably determined by Marconi);

      (b)   shall indicate the preferred basis on which Marconi wishes the
            proposed Project to be priced by the Supplier (for example, pricing
            on a time and material basis, pricing on a fixed charge basis or
            pricing drawing upon the pool of agreed pre-paid human resources);
            and

      (c)   shall be signed by both a duly authorised representative of Marconi
            IT and a duly authorised delegated authority within the relevant
            Marconi Group business unit.

2.2   PROJECT EVALUATION REPORT

(1)   Where Marconi provides the Supplier with a Project Request Form, the
      Supplier shall provide Marconi with an evaluation report (the "PROJECT
      EVALUATION REPORT"), free of charge, on the proposed Project promptly, and
      in any event, within the following times from receipt of the Project
      Request Form, according to the following classification:

      (a)   for "Small Enhancements", within [***]Business Days;

      (b)   for "Major Enhancements", within [***]Business Days;

      (c)   for "Tactical Projects", within [***]Business Days;

      (d)   for "Strategic Projects", within [***]Business Days,

      or according to such other time frames as may be agreed between the
      Parties from time to time.

(2)   The Project Evaluation Report shall be a high-level report of
      approximately one page in length, the purpose of which is to provide
      Marconi with a preliminary indication of the feasibility of the proposed
      Project and the charges and other


                                                                               2
<PAGE>
SCHEDULE 6 - PROJECT INITIATION PROCEDURE                CONFIDENTIAL TREATMENT
                                                                   REQUESTED BY
                                                        MARCONI CORPORATION PLC


      costs relating to its implementation. The Project Evaluation Report shall
      address the following (as reasonably applicable):

      (a)   the feasibility of the proposed Project;

      (b)   impact on the Services and the Service Levels;

      (c)   an assessment of any cost implications/benefits;

      (d)   resource requirements (of both Marconi and the Supplier);

      (e)   dates of key milestones and likely final implementation date;

      (f)   an estimate of the charges or charging principle for implementation
            of the proposed Project, addressing to the extent reasonably
            practicable, the preferred pricing methods proposed by Marconi in
            its Project Request; and

      (g)   the estimated time, costs and/or resources (in man days) for
            preparing a fully scoped Schedule of Work in relation to the
            proposed Project.

3.    CONSIDERATION OF PROJECT EVALUATION REPORT

3.1   CONSIDERATION OF PROJECT EVALUATION REPORT

      Marconi shall consider the Project Evaluation Report and shall, within a
      reasonable time, notify the Supplier in writing whether or not Marconi
      wishes to proceed with the proposed Project in accordance with the Project
      Evaluation Report, or whether Marconi requires further information or
      changes to the Project Evaluation Report.

3.2   AMENDMENTS TO PROJECT EVALUATION REPORT

      The Supplier shall supply such further information to Marconi and/or
      reasonably amend the Project Evaluation Report in accordance with
      Marconi's reasonable requirements.


                                                                               3
<PAGE>
SCHEDULE 6 - PROJECT INITIATION PROCEDURE                CONFIDENTIAL TREATMENT
                                                                   REQUESTED BY
                                                        MARCONI CORPORATION PLC

4.    PROJECT SCHEDULES OF WORK

4.1   REQUEST FOR SCHEDULE OF WORK

      Following receipt of a Project Evaluation Report from the Supplier (or, in
      the case of a Change to be implemented as a Project, a Change Evaluation
      Report), Marconi may request the Supplier in writing to prepare a Schedule
      of Work in relation to the proposed Project detailed in that Report, and
      the Supplier shall prepare such Schedule of Work within the timeframe
      specified in the Project Evaluation Report (or Change Evaluation Report,
      as applicable), or in the absence of such specification within a
      reasonable time.

4.2   CONTENTS OF SCHEDULE OF WORK

(1)   Subject to Paragraph 4.2(2), a Schedule of Work shall address the
      following issues (as applicable):

      (a)   a summary description of the rationale and purpose of the proposed
            Project, including an assessment of the impact on the Services and
            the Service Levels;

      (b)   the major steps required to complete the proposed Project, including
            whether a business case is to be prepared;

      (c)   the deliverables to be provided under the proposed Project and,
            where practicable, the specifications for each deliverable;

      (d)   the estimated timeframe for the completion of the Project, including
            the date of achievement of each major step and provision of each
            deliverable;

      (e)   a responsibility matrix indicating the activities to be performed by
            Marconi, the Supplier or any other party necessary to complete the
            proposed Project;

      (f)   any key staff transfers, additions or reassignments (if any)
            associated with the proposed Project;


                                                                               4
<PAGE>
SCHEDULE 6 - PROJECT INITIATION PROCEDURE                CONFIDENTIAL TREATMENT
                                                                   REQUESTED BY
                                                        MARCONI CORPORATION PLC


      (g)   reasonable estimates of the amount of risk involved with the
            proposed Project, the steps to be taken to mitigate such risk, the
            key assumptions underlying the Project and any key dependencies;

      (h)   the proposed reporting mechanisms relating to the Project, including
            report structure and frequency;

      (i)   the charges or charging principle for implementation of the proposed
            Project, addressing to the extent reasonably practicable, the
            preferred pricing methods proposed by Marconi in its Project
            Request;

      (j)   any agreed liquidated damages payable by the Supplier and the method
            in which those liquidated damages will be triggered and/or
            calculated;

      (k)   any agreed warranty period relating to the deliverables to be
            provided under the Project;

      (l)   for Strategic Projects, the notice period for Marconi to terminate
            the Schedule of Work without cause, and the compensation payable for
            such termination (if any); and

      (m)   the time period during which the Schedule of Work will remain open
            for acceptance.

(2)   The Parties acknowledge that for Tactical and Strategic Projects that the
      Schedule of Work to be prepared by the Supplier pursuant to Paragraph
      4.2(1) shall only be required to address the issues to a level of detail
      reasonably required to initiate a Project definition phase in accordance
      with Best Industry Practice.

4.3   COST OF DEVELOPING SCHEDULE OF WORK

      The first [***]man-days of work associated with the preparation of a
      Project Schedule of Work shall be provided by the Supplier free of charge
      for each Project, subject to a maximum cap of [***]Project Schedules of
      Work per twelve (12) month period. Any agreed work performed by the
      Supplier over and above this such first [***]man-days of work (or in
      excess of [***]Project Schedules of Work per twelve (12) month period)
      shall be chargeable by the Supplier in the


                                                                               5
<PAGE>
SCHEDULE 6 - PROJECT INITIATION PROCEDURE                CONFIDENTIAL TREATMENT
                                                                   REQUESTED BY
                                                        MARCONI CORPORATION PLC


      manner agreed between the Parties as part of the Project Evaluation Report
      (including by drawing upon the pool of agreed pre-paid human resources,
      where available), or in the absence of such agreements, in a reasonable
      manner.

4.4   AMENDMENTS TO SCHEDULE OF WORK

      The Supplier shall reasonably amend its draft Schedule of Work in
      accordance with Marconi's reasonable requirements. The Supplier may make
      reasonable changes to the Schedule of Work (including the pricing or
      charging aspects) consequent on the amendments requested by Marconi
      pursuant to this Paragraph.

5.    PROJECT IMPLEMENTATION

5.1   EXECUTION OF SCHEDULE OF WORK

(1)   Neither Party shall be required to implement a Schedule of Work until it
      has been agreed in writing and signed by each of the authorised
      signatories of each of the Parties. In addition, in the case of a Project
      which has been initiated through Change Control, the Change Evaluation
      Report relating to that Project must also have been agreed in writing and
      signed by the Parties prior to implementation of the Schedule of Work
      relating to the Change in question.

(2)   Where a Schedule of Work relating to a Project which has been initiated
      through Change Control cannot be resolved by agreement between the
      Parties, after escalation in accordance with the procedures specified in
      Clause 26 (Dispute Resolution), and where Marconi cannot reasonably engage
      a third party to implement that Project (taking into account the
      incremental cost of the Marconi Group going to a third party and any
      material adverse impact of doing so on the business of the Marconi Group),
      the unresolved matters relating to that Schedule of Work shall be referred
      for determination by Expert's Decision. The terms of reference for the
      Expert's Decision in such instances shall be as set out in Paragraph 7(2)
      of Schedule 9 (Change Control).

5.2   IMPLEMENTATION OF PROJECT

      Once a Schedule of Work has been agreed in writing between the Parties,
      the Parties shall implement each agreed Schedule of Work:


                                                                               6
<PAGE>
SCHEDULE 6 - PROJECT INITIATION PROCEDURE                CONFIDENTIAL TREATMENT
                                                                   REQUESTED BY
                                                        MARCONI CORPORATION PLC


      (a)   in accordance with the Project Terms;

      (b)   with reasonable skill and care in a manner consistent with Best
            Industry Practice; and

      (c)   otherwise promptly and diligently.

5.3   NON-IMPLEMENTATION OF PROJECT

      If Marconi does not agree to the proposed Project (as specified in the
      Schedule of Work), the Services shall continue to be provided in
      accordance with this Agreement as if the Project had not been requested.


                                                                               7
<PAGE>
                                                      SCHEDULE 7 - PROJECT TERMS




                                   SCHEDULE 7

                                  PROJECT TERMS



1.    DEFINITIONS AND INTERPRETATION

      The following additional definitions apply in this Schedule 7 (Project
Terms):


      "ACCEPTANCE CERTIFICATE"         means a written notice that the
                                       Deliverables meet the Acceptance
                                       Criteria;

      "ACCEPTANCE CRITERIA"            means the acceptance criteria that
                                       are agreed between the parties and
                                       either set forth in the Schedule of
                                       Work or thereafter agreed in writing
                                       between the parties in accordance
                                       with these Project Terms;

      "DELIVERABLES"                   means the deliverables for a Project
                                       set forth in the Schedule of Work;

      "DOCUMENT DELIVERABLES"          means any Deliverable in documentary
                                       form, other than computer software;

      "PROJECT PLAN"                   means the timetable of activities and
                                       events in connection with the
                                       achievement of a Project, as set
                                       forth in a Schedule of Work or
                                       thereafter agreed in writing between
                                       the Parties; and

      "REQUIREMENTS"                   means the requirements and specifications
                                       for the Deliverables, as set forth in the
                                       Schedule of Work or otherwise agreed
                                       between the Parties in writing.
<PAGE>
                                                      SCHEDULE 7 - PROJECT TERMS

2.    PERFORMANCE OF SCHEDULE OF WORK

2.1   The Supplier will implement the Schedule of Work. Marconi shall provide
      such co-operation and assistance as is specified in the Schedule of Work.

2.2   The Supplier shall establish, operate and maintain such administration and
      communications procedures and resources as specified in the Schedule of
      Work.

2.3   The Supplier will provide such reports as Marconi shall reasonably request
      regarding progress. The Supplier shall promptly advise Marconi of anything
      in connection with the Project which ought reasonably to be so notified in
      accordance with Best Industry Practice, including:

      (a)   technical problems, obstacles, or possible delays;

      (b)   circumstances which may, or may reasonably be expected, to entitle
            either Party to invoke Change Control; and

      (c)   any risk of infringement of any Intellectual Property by the
            provision of the Project Services in accordance with this Agreement,

      and, where applicable, such notice shall be given in advance to enable
      Marconi to take any reasonable course of action.

2.4   The Schedule of Work shall not be revised or modified except as agreed by
      the Parties in writing. Either party may propose a Change to the Schedule
      of Work, which will be dealt with in accordance with Change Control.

3.    QUALITY OF THE PROJECT SERVICES AND DELIVERABLES

3.1   Wherever any Project Services consist in designing or specifying any
      Deliverable, the Supplier shall in accordance with Best Industry Practice:

      (a)   make all reasonably relevant enquiries of those Marconi Group
            personnel identified by Marconi who have any information relevant to
            the Deliverable in question; and

      (b)   provide all appropriate information to the Marconi Group's personnel
            in order to facilitate their responses to those enquiries,


                                                                               2
<PAGE>
                                                      SCHEDULE 7 - PROJECT TERMS

      and Marconi shall procure that its relevant personnel reasonably
      co-operate with the Supplier's relevant enquiries.

3.2   Except to the extent that the failure of the Deliverables to meet the
      relevant Requirements has arisen as a direct result of any of the
      circumstances listed in Clause 3.1(2) of this Agreement, the Supplier
      warrants, represents and undertakes that all Deliverables will
      substantially meet their relevant Requirements as set forth in the
      Schedule of Work (or as may have been amended through Change Control).

4.    TIME FOR PERFORMANCE

4.1   PROJECT PLAN

(1)   The Parties shall implement each Project in accordance with the Project
      Plan and shall otherwise provide such co-operation and assistance as the
      other may reasonably require in connection with each Schedule of Work.

(2)   Each Party shall proceed diligently with carrying out its responsibilities
      under this Agreement in accordance with each Project Plan and shall use
      all reasonable endeavours to complete the work by the dates set out in the
      Project Plan, subject to any extensions of time as may be granted in
      accordance with the terms of this Agreement.

4.2   DELAY

      As soon as it becomes reasonably apparent that the progress of a Project
      or any part thereof is being or is likely to be delayed, the Supplier
      shall promptly notify Marconi of all the material circumstances, including
      the cause or causes of the delay, the actual and/or expected period of
      delay and the steps which the Supplier proposes to take and or has taken
      to overcome, prevent or minimise such delay.

4.3   LIQUIDATED DAMAGES

      Liquidated damages (if any) arising from a delay in the progress of a
      Project shall be payable by the Supplier as specified in the Schedule of
      Work.


                                                                               3
<PAGE>
                                                      SCHEDULE 7 - PROJECT TERMS

5.    DOCUMENT DELIVERABLES

5.1   The Supplier shall submit all Document Deliverables to Marconi for
      approval (acting reasonably) as against the relevant Requirements.

5.2   Marconi shall promptly notify the Supplier if the Document Deliverables do
      not meet the relevant Requirements. If Marconi does not (acting
      reasonably) consider that the Document Deliverables meet the Requirements,
      it shall reasonably specify the amendments to be made to the Document
      Deliverables as against the relevant Requirements, and the Supplier shall
      be given a reasonable opportunity to amend the Document Deliverables
      accordingly. Marconi shall be deemed to have accepted the Document
      Deliverables if it does not respond to the Supplier within [***] Business
      Days of having received the Document Deliverables from the Supplier.

5.3   If the Document Deliverables do not materially meet the Requirements (as
      reasonably determined by Marconi) by the relevant date stated in the
      Project Plan and/or Schedule of Work, or by the end of the reasonable
      period given to the Supplier to amend the Document Deliverables pursuant
      to Paragraph 5.2, or in the absence thereof, within a reasonable time (and
      where such failure has arisen other than as a result of any of the
      circumstances specified in Clause 3.1(2)) then Marconi may (without
      affecting its other rights) by notice in writing to the Supplier:

      (a)   extend the period for completion to a reasonable date specified in
            the notice, in which case the Supplier shall free of charge seek to
            cure the outstanding defects and the Document Deliverables shall be
            resubmitted by the Supplier for approval by Marconi in accordance
            with this Paragraph 5. At the end of such period, this Paragraph 5.3
            shall reapply, so that Marconi may exercise its rights under this
            Paragraph 5.3 on successive occasions in its discretion; or

      (b)   terminate the relevant Project in whole or in part.


                                                                               4
<PAGE>
                                                      SCHEDULE 7 - PROJECT TERMS

6.    ACCEPTANCE CRITERIA AND TESTING

6.1   DETERMINATION OF ACCEPTANCE CRITERIA

(1)   In respect of each Deliverable (other than a Document Deliverable), the
      Supplier shall prepare draft acceptance criteria as a Document Deliverable
      reflecting the requirements of Paragraph 6.1(2) by the time they are
      required in accordance with the Schedule of Work and shall notify Marconi
      when they are complete and ready for consideration by Marconi.

(2)   The acceptance criteria shall include the testing procedures and criteria
      for testing whether or not the Deliverable in question meets the relevant
      Requirements, including:

      (a)   details of the tests to be run and the results which must be
            produced if the Deliverable is to be considered to have passed the
            tests;

      (b)   details of the data and data volumes to be used when running the
            tests;

      (c)   the identity of the party who shall undertake the tests; and

      (d)   any other production criteria which reflect Best Industry Practice.

(3)   The acceptance criteria may define different problem categories and
      different rules in respect of acceptance for each problem category (e.g.
      the acceptance criteria may specify that the existence of "minor problems"
      will not prevent the Deliverables from being accepted). Notwithstanding
      the foregoing, the Supplier shall, at its cost, correct all failures of
      the Deliverables to meet the Acceptance Criteria within a reasonable
      period of time.

(4)   Once Marconi has approved the draft acceptance criteria in writing, they
      shall become the Acceptance Criteria.

6.2   ACCEPTANCE TESTING

(1)   Each Deliverable (other than a Document Deliverable) shall be tested in
      accordance with the relevant Acceptance Criteria. As soon as reasonably
      practicable after completion of the applicable testing, Marconi shall
      issue an Acceptance Certificate in respect of the particular Deliverable
      if in the reasonable


                                                                               5
<PAGE>
                                                      SCHEDULE 7 - PROJECT TERMS

      opinion of Marconi the Acceptance Criteria are satisfied in respect of the
      Deliverable. Issue of the Acceptance Certificate shall not affect
      Marconi's rights under this Agreement or otherwise, except that Marconi
      shall not be entitled to reject a Deliverable to the extent that the
      Acceptance Criteria have been passed, or an Acceptance Certificate issued,
      in respect of that Deliverable.

(2)   If the Acceptance Criteria are not so satisfied, Marconi shall notify the
      Supplier, specifying any perceived deficiencies; provided that, if

      (a)   Marconi does not notify the Supplier within a reasonable time and in
            any event within [***]Business Days (or such other period that is
            agreed in writing between the Parties) after completion of the
            acceptance testing that they are not satisfied; or

      (b)   Marconi puts the relevant Deliverable into productive use other than
            for testing or diagnostic purposes;

      the Acceptance Criteria applicable to that Deliverable shall be deemed to
      have been met (provided that where Marconi only puts part of a relevant
      Deliverable into productive use, only that part of the Deliverable shall
      be deemed to have been accepted pursuant to this provision).

(3)   The Supplier shall be given a reasonable opportunity following receipt of
      a notice given under Paragraph 6.2(2) to cure the defects and the
      Deliverable shall be re-tested in accordance with the Acceptance Criteria.

(4)   If by the date set forth in the relevant Schedule of Work for the
      completion of acceptance testing or after re-testing pursuant to Paragraph
      6.2(3) (or such other date as has been agreed in writing between the
      Parties), the Acceptance Criteria in respect of the Deliverable have not
      materially been met (other than as a result of any of the circumstances
      specified in Clause 3.1(2) of this Agreement), then Marconi may (without
      affecting its other rights) by notice in writing to the Supplier:

      (a)   extend the period for completion to a reasonable date specified in
            the notice, in which case the Supplier shall seek to cure the
            outstanding defects and the Deliverable shall be re-tested in
            accordance with this Paragraph 6. At the end of such period, this
            Paragraph 6.2(4) shall


                                                                               6
<PAGE>
                                                      SCHEDULE 7 - PROJECT TERMS

      reapply, so that Marconi may exercise its rights under this Paragraph
      6.2(4) on successive occasions in its discretion; or

      (b)   terminate the relevant Project in whole or in part.

7.    PROJECT MANAGEMENT

7.1   APPOINTMENT OF SUPPLIER PROJECT MANAGER

      The Supplier shall appoint and make available a suitably skilled,
      qualified and experienced person to manage the Project (the "SUPPLIER
      PROJECT MANAGER").

7.2   APPOINTMENT OF MARCONI PROJECT MANAGER

      Marconi shall appoint and make available a suitably skilled, qualified and
      experienced person to co-ordinate with the Supplier Project Manager (the
      "MARCONI PROJECT MANAGER").

7.3   SUPPLIER PROJECT MANAGER ROLES AND RESPONSIBILITIES

(1)   The Supplier Project Manager shall be responsible for:

      (a)   the day-to-day management of each Project (including ensuring the
            progress of the Project in accordance with the agreed Schedule of
            Work and Project Plan);

      (b)   reporting to the Marconi Project Manager on the progress of the
            Project;

      (c)   attending meetings when reasonably required by the Marconi Project
            Manager to review the progress of the Project; and

      (d)   providing all information and documentation reasonably required by
            Marconi for proper development of the Project.

7.4   MARCONI PROJECT MANAGER ROLES AND RESPONSIBILITIES

(1)   The Marconi Project Manager shall be responsible for:

      (a)   providing all information and documentation reasonably required
            by the Supplier for proper development and implementation of the
            Project;


                                                                               7
<PAGE>
                                                      SCHEDULE 7 - PROJECT TERMS

      (b)   attending meetings when reasonably required to review the
            progress of the Project; and

      (c)   making him or herself reasonably available to the Supplier Project
            Manager as reasonably required to discuss the progress of the
            Project and any problems in relation thereto.

8.    REPORTS AND REVIEWS

8.1   REPORTS

(1)   The Supplier shall report to Marconi in relation to the status of the
      Project in accordance with:

      (a)   the applicable standards and procedures for such reporting specified
            in Schedule 3 (List of Standards and Policies); and

      (b)   any specific reporting requirements specified in a Schedule of Work.

(2)   In addition to any specific reporting requirements required pursuant to
      Paragraph 8.1(1), Marconi may from time to time by notice to the Supplier,
      require the Supplier to provide a report giving details of the status of
      the Project as compared to the Schedule of Work, including the implication
      and cost consequences, if any, of the current situation. If the report is
      to be reviewed at a meeting between the Supplier and Marconi, the Supplier
      shall provide the report at least [***]Business Days before the meeting.

8.2   REVIEWS

(1)   The Supplier shall co-operate in the undertaking of reviews with Marconi
      in relation to the status of the Project in accordance with:

      (a)   the applicable standards and procedures for such reviews specified
            in Schedule 3 (List of Standards and Policies);

      (b)   any specific review requirements or mechanisms specified in a
            Schedule of Work.

(2)   In addition to any specific review mechanisms or requirements required
      pursuant to Paragraph 8.2(1), Marconi may from time to time review the
      Project


                                                                               8
<PAGE>
                                                      SCHEDULE 7 - PROJECT TERMS

      ("REVIEW") including the progress of the Project as compared to the
      Schedule of Work.

(3)   Without affecting Marconi's other rights, the Supplier shall implement any
      actions agreed between the Parties or reasonably required by Marconi as a
      result of the Review.

9.    PROJECT TERMINATION

9.1   TERMINATION WITHOUT CAUSE

(1)   Marconi may, by written notice to the Supplier, terminate a Schedule of
      Work without cause from the expiry of the relevant notice period, which
      shall be:

      (a)   for a Strategic Project (as defined in Schedule 6):

            (i)   where an agreed notice period is specified in the Project
                  Schedule of Work, that period of notice (in which case Marconi
                  shall pay to the Supplier the relevant termination charges (if
                  any) specified in that Schedule of Work); or

            (ii)  where a period of notice for termination for convenience is
                  not specified in the Project Schedule of Work, the period
                  expiring on the completion of the then next Key Milestone for
                  the Project; and

      (b)   for any Project other than a Strategic Project (as defined in
            Schedule 6), reasonable notice to the Supplier (in which case no
            termination charges shall be payable by Marconi, unless otherwise
            expressly specified in the Schedule of Work).

9.2   TERMINATION FOR CAUSE

      Either Party may by notice to the other terminate a Schedule of Work as
      from the date of service of the notice if the other party commits a
      material breach of the Schedule of Work that is not remedied within
      [***]calendar days after the non-breaching party has given written notice
      requiring such breach to be remedied.


                                                                               9
<PAGE>
                                                      SCHEDULE 8 - BLANK


                                   SCHEDULE 8



                  This Schedule has been intentionally deleted.




                                                                               1
<PAGE>
                                                     SCHEDULE 9 - CHANGE CONTROL


                                   SCHEDULE 9

                                 CHANGE CONTROL



1.    IDENTIFICATION OF CHANGES BY SUPPLIER

      The Supplier will proactively identify and communicate with Marconi any
      circumstances that would require a Change under this Agreement.

2.    CHANGES REQUESTS AND EVALUATION REPORTS

2.1   CHANGE REQUESTS BY MARCONI

(1)   Marconi may request a change to the Services at any time, by giving
      details of the proposed change or the additional services as the case may
      be (the "CHANGE") to the Supplier in the form reasonably agreed between
      the Parties (or, in the absence of agreement, in a reasonable form) (the
      "CHANGE REQUEST FORM").

(2)   Without limiting Paragraph 2.1(1), each Change Request Form:

      (a)   shall classify the proposed Change as either:

            (i)   an URGENT CHANGE, being a Change which would need to be
                  implemented within one (1) calendar month (or earlier) in
                  order to limit or avoid a materially adverse impact upon the
                  Marconi Group's business or the provision of the Services, or
                  to enable either Party to comply with a legal obligation;

            (ii)  a NECESSARY CHANGE, being a Change which would be an Urgent
                  Change, but in respect of which the time required in order to
                  comply with the obligation is longer than one (1) calendar
                  month; and

            (iii) a DESIRABLE CHANGE, being a Change which is not an Urgent or a
                  Necessary Change;

      (b)   shall indicate the preferred basis on which Marconi wishes the
            proposed Change to be priced by the Supplier (for example, pricing
            on a time and


                                                                               1
<PAGE>
                                                     SCHEDULE 9 - CHANGE CONTROL

            material basis, pricing on a fixed charge basis or pricing drawing
            upon the pool of agreed pre-paid human resource capacity); and

      (c)   shall be signed by both a duly authorised representative of Marconi
            IT and a duly authorised delegated authority within the relevant
            Marconi Group business unit.

2.2   CHANGE EVALUATION REPORT

(1)   Where Marconi requests a Change the Supplier shall promptly provide
      Marconi with an evaluation report (the "CHANGE EVALUATION REPORT"), free
      of charge, on the proposed Change, and in any event, according to the
      following classification:

      (i)   for an URGENT CHANGE, within [***]Business Days;

      (ii)  for a NECESSARY CHANGE, within [***]Business Days; and

      (iii) for a DESIRABLE CHANGE, within [***]Business Days,

      or according to such other time frames as may be agreed between the
      Parties from time to time.

(2)   The Change Evaluation Report shall be a high-level report of approximately
      one page in length, the purpose of which is to provide Marconi with a
      preliminary indication of the feasibility of the proposed Change and the
      charges and other costs relating to its implementation. The Change
      Evaluation Report shall address the following:

      (a)   the feasibility of the proposed Change;

      (b)   impact on the Services and the Service Levels;

      (c)   an assessment of any cost implications/benefits;

      (d)   resource requirements (of both Marconi and the Supplier);

      (e)   dates of key milestones and likely final implementation date;

      (f)   an estimate of the charges or charging principle for implementation
            of the proposed Change and the continued provision of the Services
            (as revised in accordance with the Change), addressing to the extent
            reasonably


                                                                               2
<PAGE>
                                                     SCHEDULE 9 - CHANGE CONTROL

            practicable, the preferred pricing methods proposed by Marconi in
            its Change Request;

      (g)   whether the proposed Change should be implemented as a new Project,
            and if so, an estimate of any further steps required to prepare a
            Project Schedule of Work and the estimated costs/resources for doing
            so.

2.3   CHANGE REQUESTS BY SUPPLIER

      The Supplier may also propose a Change by preparing (at its cost) a Change
      Evaluation Report (addressing, to the extent applicable, the issues set
      out in Paragraph 2.2), and providing the same to Marconi for its
      consideration.

3.    CONSIDERATION OF CHANGE EVALUATION REPORT

3.1   CONSIDERATION OF CHANGE EVALUATION REPORT

      Marconi shall consider the Change Evaluation Report and shall, within a
      reasonable time, notify the Supplier in writing whether or not Marconi
      wishes to proceed with the proposed Change in accordance with the Change
      Evaluation Report, or whether Marconi requires further information or
      changes to the Change Evaluation Report.

3.2   AMENDMENTS TO CHANGE EVALUATION REPORT

      The Supplier shall supply such further information to Marconi and/or
      reasonably amend the Change Evaluation Report in accordance with Marconi's
      reasonable requirements.

4.    CHANGES TO BE IMPLEMENTED AS PROJECTS

4.1   CHANGES TO BE IMPLEMENTED AS PROJECTS

      Where the Supplier has identified that a Change should be implemented as a
      Project, and Marconi has notified the Supplier that it wishes to proceed
      with the proposed Change, the Supplier shall prepare a Schedule of Work
      for the proposed Project (and Marconi shall pay the Supplier for the
      preparation of that Schedule of Work) in accordance with the provisions of
      Schedule 6 (Project Initiation Procedure).


                                                                               3
<PAGE>
                                                     SCHEDULE 9 - CHANGE CONTROL

4.2   CHANGE NOT TO PROCEED UNTIL SCHEDULE OF WORK AGREED

      Where the Supplier has identified that a Change should be implemented as a
      Project, the proposed Change shall not proceed unless and until a Schedule
      of Work has been prepared and agreed between the Parties in relation to
      the proposed Change in accordance with the provisions of Schedule 6
      (Project Initiation Procedure).

5.    IMPLEMENTATION OF CHANGES

5.1   EXECUTION OF CHANGE EVALUATION REPORT

      If Marconi requests the Supplier to proceed with the proposed Change, then
      the duly authorised representatives of both Parties shall execute the
      Change Evaluation Report.

5.2   IMPLEMENTATION OF CHANGES

      Where a Change Evaluation Report has been executed by the Parties, the
      Change shall be implemented in accordance with the Change Evaluation
      Report (and where the Change is being implemented as a Project, the
      relevant Project Schedule of Work) and the Services, the Project Schedule
      of Work and/or the Service Level Agreement shall be amended to reflect the
      implementation of the Change.

5.3   NON-IMPLEMENTATION OF CHANGES

      If Marconi does not require the Change to be implemented, the Services
      shall continue to be provided in accordance with this Agreement as if the
      Change had not been requested.

6.    PAYMENT OF CHARGES FOR CHANGES

      Charges for Changes agreed in a Change Evaluation Report and/or Project
      Schedule of Work (as applicable) shall be payable as specified in the
      relevant Change Evaluation Report and/or Project Schedule of Work (as
      applicable) or, in default of such specification, in accordance with
      Clause 4 (the Charges) of this Agreement.


                                                                               4
<PAGE>
                                                     SCHEDULE 9 - CHANGE CONTROL

7.    RESOLUTION BY EXPERT'S DECISION

(1)   Where, following escalation in accordance with the procedures specified in
      Clause 26 (Dispute Resolution) of this Agreement, any relevant matters
      relating to a proposed Change still cannot be resolved by agreement
      between the Parties, and where Marconi cannot reasonably engage a third
      party to implement that Change (taking into account the incremental cost
      of the Marconi Group going to a third party and any material adverse
      impact of doing so on the business of the Marconi Group) the unresolved
      matters will be referred for determination by Expert's Decision.

(2)   The terms of reference for Expert's Decision shall include a requirement
      that his determination shall take into account and accommodate the
      following:

      (a)   the existing commitments of the Supplier;

      (b)   the lead-time which would be required in order for the Supplier to
            implement the proposed Change;

      (c)   the reasonableness (or otherwise) of the Supplier's proposed
            Charges, having regard to any specific factors (including cost
            factors) which are applicable to the Supplier;

      (d)   the financial impact of not implementing the proposed Change upon
            the Marconi Group's business;

      (e)   the criticality of the proposed Change to the Marconi Group's
            business;

      (f)   the cost of investments of the Supplier (or its Approved
            Subcontractors) reasonably made for the sole or primary purpose of
            providing the Services to the Marconi Group; and

      (g)   any obligation of the Supplier to make payments under Paragraph 13
            of Schedule 4 (Charges).

(3)   Marconi will promptly notify the Supplier in writing after completion of
      that procedure, whether Marconi agrees to proceed with the proposed
      Change.


                                                                               5
<PAGE>
                                                         SCHEDULE 10 - PERSONNEL

                                   SCHEDULE 10

                                    PERSONNEL

1.    DEFINITIONS

      In this Schedule:

      "KEY EMPLOYEE" means in the case of Marconi, any Employee who is in a
      senior executive, managerial or technical capacity and primarily engaged
      in providing the Services and is so described and listed in Schedule 3 of
      any Transfer Agreement and in the case of the Supplier or BT, any employee
      of the Supplier Group or BT Group who is in a senior executive, managerial
      or technical capacity and primarily engaged in providing the Services and
      is so described and listed in Schedule 3B of any Transfer Agreement;

      "RELEVANT THIRD PARTY" means any third party who takes over the provision
      of the Services (in whole or in part) for or on behalf of or in any way in
      association with the Supplier or any third party who takes over the
      provision of the Services, and in any case, provides services which are
      similar, analogous or comparable to the Services; and

      "RESERVED EMPLOYEE" means each of (i) in the case of the Supplier, its
      Account Executive, Service Delivery Manager, Applications Development
      Manager, Chief Architect, Finance Manager, and Commercial Manager, (ii) in
      the case of BT, its Business Management Director, Business/Contract
      Manager and Chief Architect (Technical/Service Delivery), or (iii) any
      other employee of the Supplier Group or BT Group who is a senior
      consultant or project manager and who at the time that notice of
      termination is given was primarily engaged in providing the Services on an
      assignment with a duration of less than three months. The Supplier shall
      provide Marconi before Cutover with the names of those persons who will
      occupy the positions identified above, and the names of their replacements
      thereafter. In the case of (i) and (ii) above a person shall only be a
      Reserved Employee if he was employed by the Supplier Group or BT Group on
      the Commencement Date of this Agreement.


                                                                               1
<PAGE>
                                                         SCHEDULE 10 - PERSONNEL

2.    CONTRACT COMMENCEMENT

2.1   The parties acknowledge that the mechanism by which the Employees transfer
      to the Supplier Group or BT Group is dealt with by the provisions of
      Schedule 2 (Employment Provisions) of the CSC Transfer Agreements or the
      BT Transfer Agreements, as the case may be.

3.    OBLIGATIONS RELATING TO PROVISION OF SERVICES DURING THE TERM OF THE
      AGREEMENT

3.1   Throughout the term of this Agreement, the Supplier shall indemnify
      Marconi for and on behalf of the Marconi Group against all Loss incurred
      by the Marconi Group arising out of or relating to the engagement,
      employment or the termination of the employment or any contractual
      arrangement in respect of any employee, worker, agent or contractor who is
      or has been engaged or employed to any extent by the Supplier Group or an
      Approved Sub-Contractor Group in connection with any part of the Services,
      other than Loss caused by or on behalf of the Marconi Group or their
      employees or agents.

3.2   The Supplier shall undertake or procure that the Supplier Group shall
      undertake:

      (a)   the recruitment, training and provision of suitably qualified and
            skilled individuals to perform the Services and that such
            individuals (including the Employees) receive proper training and
            instructions in their functions and duties as may be necessary from
            time to time;

      (b)   the observance by the Supplier Group of all relevant health and
            safety precautions including those in respect of the Supplier
            Personnel and sub-contractors that are required by any applicable
            law, rules and regulations of the relevant Country that its workers,
            employees, agents or contractors work in and any applicable
            collective bargaining agreements, for the protection of itself, its
            employees or contractors and visitors to premises under its control;
            and

      (c)   the maintenance of sufficient individuals to carry out the Services,
            including the provision of cover for annual or sick leave or other
            absences and emergencies.


                                                                               2
<PAGE>
                                                         SCHEDULE 10 - PERSONNEL

3.3   (a)   The Supplier will ensure that all individuals providing the Services
            have contracts if:

            (i)   he or she was in the employment of the Marconi Group
                  immediately before Cutover and while so employed had a
                  contract of employment; or

            (ii)  this is required to satisfy the requirements of any applicable
                  law, rules, regulations, and applicable collective bargaining
                  agreements of the relevant country that its workers,
                  employees, agents or contractors work in.

      (b)   The Supplier will use all reasonable endeavours to ensure that all
            individuals providing the Services are under an obligation of
            confidentiality to both the Supplier and the Marconi Group not to
            disclose or use any trade secrets or confidential information
            acquired during the course of their employment or engagement, except
            in the proper performance of their duties or as required by law.

3.4   The Supplier shall (subject to Applicable Legislation) provide the Marconi
      Group with such information about the Key Employees who provide the
      Services under this Agreement as may be reasonably required. If, in the
      reasonable opinion of the Marconi Group, any such individual should not be
      employed to provide the Services, the Supplier Group shall (subject to
      Applicable Legislation) at its cost not use such person in connection with
      the Services, once informed by the Marconi Group of its decision.

3.5   Subject to the provisions of Paragraph 4, the Supplier agrees that it
      shall indemnify Marconi against all Loss incurred or sustained by the
      Marconi Group in connection with or as a result of any claim by any
      employee, worker, agent or contractor (for the purposes of Paragraph 3.5,
      a "RELEVANT PERSON") on the grounds that the contract of employment of any
      Relevant Person is alleged to be with the Marconi Group as a result of the
      actions or omissions of the Supplier Group or any Approved Sub-Contractors
      Group in respect of such Relevant Person, rather than with the Supplier
      Group or any


                                                                               3
<PAGE>
                                                         SCHEDULE 10 - PERSONNEL

      Approved Sub-Contractors Group. If the contract of a Relevant Person is
      found to be with the Marconi Group as a result of the actions or omissions
      of the Supplier Group or any Approved Sub-Contractors Group in respect of
      such Relevant Person, rather than with the Supplier Group or any Approved
      Sub-Contractors Group, the Supplier agrees that:

      (a)   in consultation with Marconi, it will within [***]Business Days of
            being requested by Marconi make to that Relevant Person an offer in
            writing to employ him or her under a new contract of employment to
            take effect upon the termination referred to below; and

      (b)   such offer of employment will be on terms and conditions which are
            overall not less favourable than the terms and conditions of
            employment applicable to the Relevant Person as a matter of law;

      (c)   as soon as possible after the offer made by the Supplier has been
            accepted or rejected by that person, and in any event no later than
            the expiry of [***]Business Days after an offer has been made in
            accordance with Paragraph 3.5(b), the Supplier shall advise Marconi
            which of those offers have been accepted or rejected. Marconi shall
            or shall procure that the relevant employer of the Relevant Person
            shall waive applicable notice periods for any such person who wishes
            to accept the Supplier's offer of employment. If the Supplier's
            offer of employment is rejected by that person, Marconi shall or
            shall procure that the relevant employer of the Relevant Person
            shall make that person available to the Supplier for the performance
            of the Services for so long as the Supplier may request, and shall
            not terminate, other than for cause or where the Supplier no longer
            requires the service of such employee, the employment of the person
            concerned. The Supplier shall be responsible for and shall indemnify
            Marconi for and on behalf of itself and as agent for the member of
            the Marconi Group who is the employer of the Relevant Person against
            all Loss arising directly or indirectly from (i) the employment of
            that Relevant Person from the date the contract of the Relevant
            Person is found to be with the Marconi Group (for the purposes of
            Paragraph 3.5, the "RELEVANT DATE) until the termination of that
            employment unless such Loss was caused by or on behalf of the
            Marconi Group; and (ii) the termination of the employment of that
            person (including any redundancy pay which shall consist of a
            redundancy package equivalent to that which would have been made
            available to him or her immediately prior to the


                                                                               4
<PAGE>
                                                         SCHEDULE 10 - PERSONNEL

            Relevant Date) but not compensation for unfair or wrongful dismissal
            or breach of contract. The Supplier shall notify Marconi if the
            Supplier no longer requires the service of such employee (a
            "CESSATION NOTICE") and Marconi shall or shall procure that the
            relevant employer of the Relevant Person commence the legal
            termination process of the employment of the Relevant Person. In
            such a case the Supplier's indemnity in Paragraph 3.5(c)(i) shall
            only continue for a maximum [***]month period (or, where there is a
            longer period prescribed by law or by contract or a longer period
            necessary to comply with relevant law for the commencement and
            completion of the termination process, such longer period) from the
            date of its Cessation Notice and shall not include any period when
            such employee is providing services for the benefit of the Marconi
            Group (other than the Services).

3.6   (a)   Save as provided in paragraph 4.1(e) of this Schedule 10 (Personnel)
            the Supplier agrees that for six (6) months after the termination of
            this Agreement the Supplier Group will not (except with the prior
            written consent of the Board of Directors of Marconi) directly or
            indirectly do or attempt to entice, induce or encourage those Key
            Employees who are not Reserved Employees (who become employees of
            any member of the Marconi Group or a Relevant Third Party) to leave
            or seek to leave his or her position for the purpose of taking up
            employment with the Supplier Group or BT Group provided that any
            recruitment advertising (other than advertising which is
            specifically targeted at the relevant employees) will not be deemed
            to be direct or indirect enticement, inducement or encouragement for
            the purposes of this paragraph.

      (b)   Marconi agrees that for six (6) months after the termination of this
            Agreement the Marconi Group will not (except with the prior written
            consent of the Board of Directors of the Supplier) directly or
            indirectly do or attempt to entice, induce or encourage those Key
            Employees of the Supplier Group or its Approved Sub-Contractors
            Groups who do not become employees of any member of the Marconi
            Group or the Reserved Employees to leave or seek to leave his or her
            position for the purpose of taking up employment with the Marconi
            Group provided that any recruitment advertising (other than
            advertising which is specifically


                                                                               5
<PAGE>
                                                         SCHEDULE 10 - PERSONNEL

            targeted at the relevant employees) will not be deemed to be direct
            or indirect enticement, inducement or encouragement for the purposes
            of this paragraph.

3.7   During the term of this Agreement, and save as contemplated in any
      Transfer Agreement:

      (a)   the Supplier Group shall not, and shall procure that the Approved
            Sub-Contractors Groups shall not, actively solicit employees who
            remain in the employment of the Marconi Group after the relevant
            Cutover provided that any recruitment advertising (other than
            advertising which is specifically targeted at the relevant
            employees) will not be deemed to be direct or indirect enticement,
            inducement or encouragement for the purposes of this paragraph; and

      (b)   the Marconi Group shall not actively solicit employees who remain in
            the employment of the Supplier Group or its Approved Sub-Contractors
            Groups after the relevant Cutover provided that any recruitment
            advertising (other than advertising which is specifically targeted
            at the relevant employees) will not be deemed to be direct or
            indirect enticement, inducement or encouragement for the purposes of
            this paragraph.

4.    OBLIGATIONS ON ENDING OF SERVICES

4.1   On the expiry or termination (in whole or in part) by Marconi pursuant to
      Clause 13.1 (Termination without Cause), Clause 13.4 (Change of Control)
      or Clause 20 (Force Majeure) or, by the Supplier, pursuant to Clause 13.2
      (Termination for Cause) or by either party pursuant to Clause 13.3
      (Insolvency Events) of this Agreement, the following provisions shall
      apply:

      (a)   if the Regulations, European Regulations or South African Law (as
            defined in the Transfer Agreements) apply to the Employees and/or
            those employees of the Supplier Group or BT Group who are primarily
            engaged in providing the Services (or, in the case of a partial
            termination, those Employees and/or those employees who are
            primarily engaged in providing that part of the Services to which
            such partial termination relates) (other than the Reserved
            Employees) (together "SERVICE PROVIDING EMPLOYEES") upon such
            termination or expiry, those Service


                                                                               6
<PAGE>
                                                         SCHEDULE 10 - PERSONNEL

            Providing Employees will become employees of Marconi or a member of
            the Marconi Group or a Relevant Third Party in accordance with the
            Regulations, European Regulations or South African Law. (For the
            purposes of the definition of Service Providing Employees, an
            employee is regarded as "primarily engaged" in providing the
            Services if the employee spends [***]or more of his or her time
            engaged in providing the Services);

      (b)   if the Regulations, European Regulations or South African Law (as
            defined in a Transfer Agreement) do not apply, Marconi shall (for
            itself or for any member of the Marconi Group) or shall procure that
            a Relevant Third Party make an offer to each Service Providing
            Employee (as defined in paragraph 4.1(a) above) [***]("TOTAL
            EMPLOYEES") at the date of this Agreement) (other than those
            employees under notice of termination of employment for reasons not
            connected with the circumstances anticipated in this paragraph 4.1)
            to employ him or her under a new employment relationship to commence
            immediately on the date of the expiry or termination of this
            Agreement in accordance with the circumstances anticipated in this
            paragraph 4.1 (the "END DATE");

      (c)   the offer to be made will be such that the provisions of the new
            employment relationship offered by Marconi (whether on its own
            behalf or on behalf of any member of the Marconi Group or a Relevant
            Third Party) will:

            (i)   in the case of the Total Employees, be overall, not less
                  favourable to the corresponding provisions of his or her
                  employment relationship as existing immediately prior to the
                  relevant Cutover, subject to such changes as are made in
                  respect of the Total Employees and other Supplier Group and BT
                  Group employees in the ordinary course of business; and

            (ii)  in the case of other Service Providing Employees, be overall,
                  not less favourable than the corresponding provisions of such
                  employee's contracts of employment prior to the Protected
                  Period (as defined in Paragraph 4.4, below) provided that such
                  contracts of employment shall be on terms which are
                  commensurate with those of other employees of the Supplier
                  Group or BT Group;


                                                                               7
<PAGE>
                                                         SCHEDULE 10 - PERSONNEL

            (d)   if an employee to whom an offer is made pursuant to paragraph
                  4.1(b) wishes to accept such offer of employment then the
                  Supplier shall or shall procure that the relevant member of
                  the Supplier Group or BT Group shall waive the requirement on
                  the employee concerned to give any period of notice of
                  termination of his or her employment under the terms of his or
                  her employment so as to allow the employee to commence
                  employment with Marconi or any member of the Marconi Group or
                  a Relevant Third Party on the End Date;

            (e)   (i)   if an employee to whom an offer is made pursuant to
                        paragraph 4.1(b) refuses such an offer of employment,
                        the Supplier shall, if requested to do so by the Marconi
                        Group (whether on its own behalf or on behalf of a
                        Relevant Third Party) endeavour to redeploy such
                        employee provided that such endeavours shall not cause
                        the Supplier to incur costs in excess of those which
                        would reasonably be incurred in any redeployment
                        process. Any such redeployment shall be deemed to take
                        effect from the End Date;

                  (ii)  if, despite the Supplier's endeavours to redeploy such
                        employee, the employee cannot be redeployed by the
                        Supplier, the Supplier or the relevant member of the
                        Supplier Group or BT Group may, after the Supplier has
                        notified Marconi in writing of the intention to do so,
                        commence the legal termination process of the employment
                        of the employee concerned; and

                  (iii) Marconi's [***]shall [***]indemnify the Supplier for and
                        on behalf of the Supplier Group and BT Group as regards:

                        (aa)  the redundancy payments made by the Supplier or
                              the relevant member of the Supplier Group or BT
                              Group in respect of such employees[***] ; and

                        (bb)  the cost of employment of such employee from the
                              End Date until the termination of that employment
                              for a maximum [***]month period (or where there is
                              a longer period prescribed by law or by contract
                              for commencement and completion of the termination
                              process, such longer


                                                                               8
<PAGE>
                                                         SCHEDULE 10 - PERSONNEL

                              period) but shall not include any period when such
                              employee is providing services for the benefit of
                              a member of the Supplier Group or BT Group.

4.2   (a)   On termination by Marconi pursuant to Clause 13.2 (Termination for
            Cause) of this Agreement, if the Regulations, European Regulations
            or South African Law do not apply upon such termination, the
            Supplier will co-operate and will procure the co-operation of any
            relevant member of the Supplier Group or BT Group in allowing
            Marconi or a member of the Marconi Group (whether on its own behalf
            or on behalf of a Relevant Third Party) to make offers to those
            Service Providing Employees in providing the Services whom Marconi
            in its sole discretion requires to provide any member of the Marconi
            Group (whether on its own behalf or on behalf of a Relevant Third
            Party) with the Service on an on-going basis. On termination by
            Marconi pursuant to Clause 13.2 (Termination for Cause) of this
            Agreement, the provisions of paragraph 4.1(a) shall apply to the
            extent the Regulations, European Regulations or South African Law do
            apply upon such termination.

      (b)   If this Agreement is terminated by Marconi pursuant to Clause 13.2
            (Termination for Cause) and Marconi, any member of the Marconi Group
            or a Relevant Third Party is obliged by operation of law to employ
            any of the Service Providing Employees and, as a consequence the
            costs to the Marconi Group of procuring the Services on an on-going
            basis exceeds the costs which the Marconi Group would have incurred
            in the absence of such obligation then the Supplier shall indemnify
            Marconi for and on behalf of the Marconi Group for the amount of
            such excess. Marconi shall and shall procure that the Marconi Group
            use reasonable endeavours to mitigate the amount of such excess. For
            the avoidance of doubt the amount of any indemnity paid by the
            Supplier to Marconi under this paragraph 4.2(b) shall be subject to
            the limits of the Supplier's liability as set out in Clause 19.1
            (Liability) of this Agreement.

4.3   (a)   The Supplier will indemnify Marconi for and on behalf of the Marconi
            Group (whether on its own behalf or on behalf of a Relevant Third
            Party) against any Loss incurred or sustained by the Marconi Group
            or a Relevant Third Party arising out of or attributed to any act or
            omission by


                                                                               9
<PAGE>
                                                         SCHEDULE 10 - PERSONNEL

            the Supplier or a sub-contractor prior to the End Date in relation
            to the employment or the termination of employment of any employee,
            worker, agent or contractor who is or has been employed to any
            extent in providing the Services or any part of the Services at any
            time.

      (b)   The Supplier will indemnify Marconi for and on behalf of the Marconi
            Group against any Loss of the Marconi Group or a Relevant Third
            Party arising out of or relating to the employment of any of the
            Reserved Employees on or after the End Date unless such Loss arises
            from the actions or omissions of Marconi save that Marconi's
            agreement that the Reserved Employees shall not transfer to Marconi
            or any member of the Marconi Group or a Relevant Third Party shall
            not constitute an act or omission of Marconi.

      (c)   Marconi shall indemnify the Supplier for and on behalf of the
            Supplier Group and BT Group in respect of:

            (i)   any act or omission or obligation or liability of the Marconi
                  Group or Relevant Third Party before or after the date on
                  which the Service Providing Employees become employed by the
                  Marconi Group or Relevant Third Party (as the case may be)
                  pursuant to paragraph 4.1, relating to the employment or
                  termination of employment of such Service Providing Employees
                  who become so employed, unless such act or omission or
                  obligation or liability was caused by or on behalf of the
                  Supplier Group or BT Group (as the case may be);

            (ii)  any substantial changes to the terms of the employment of any
                  of those Service Providing Employees who become employed by
                  the Marconi Group or Relevant Third Party pursuant to
                  paragraph 4.1, to their detriment which are made, proposed or
                  anticipated to take effect after the date on which such
                  Service Providing Employees become so employed and any change
                  in the identity of their employer which is a significant
                  change and to their detriment; or

            (iii) any breach by the Marconi Group or a Relevant Third Party of
                  Regulation 10(3) of the Regulations or equivalent provisions
                  under


                                                                              10
<PAGE>
                                                         SCHEDULE 10 - PERSONNEL

                  Applicable Legislation.

4.4   The Supplier shall not and shall procure that the Supplier Group and all
      Approved Sub-Contractors Groups shall not, without the prior written
      consent of Marconi (not to be unreasonably withheld):

      (a)   if a notice of termination of this Agreement is served for any
            reason then, with effect from the date on which such notice is
            given, until the date of termination of this Agreement; or

      (b)   from a date six months before the expiry of this Agreement by
            effluxion of time then from that date until the date of expiry or
            termination of this Agreement

      (the "PROTECTED PERIOD") carry out a Prohibited Act (as defined below) in
      relation to an individual who is or would be employed by the Supplier
      Group or any Approved Sub-Contractor Group (other than a Reserved
      Employee) and such employee is or would be primarily engaged in providing
      the Services at the time that such notice of termination is given or (for
      the purposes of sub-Paragraph (ii)) such date is reached (a "RELEVANT
      EMPLOYEE").

      The Prohibited Acts are:

      (i)   the termination of the employment of any Relevant Employee for any
            reason whatsoever other than for cause, where such employee has
            engaged in unlawful conduct or such employee's voluntary
            resignation;

      (ii)  the material alteration or change in any way of any terms and
            conditions of employment of any Relevant Employee (whether with or
            without the consent of such Relevant Employee) other than giving
            effect to any pre-existing contractual obligations to any such
            individual or the pay review or other changes which apply to the
            employees of the Supplier Group or Approved Sub-Contractor Group
            generally;

      (iii) the recruitment (except as a replacement for an employee whose
            employment is terminated and where the replacement is being
            recruited on terms which are not materially better than the terms of
            the employee being replaced) of any employee to provide any part of
            the Services except


                                                                              11
<PAGE>
                                                         SCHEDULE 10 - PERSONNEL

            where Marconi's prior consent has been given, in which case such an
            employee will be deemed to be a Relevant Employee; and

      (iv)  the relocation or assignment to new duties of any Relevant Employee.

4.5   The Supplier shall, during the Protected Period deliver to Marconi
      promptly on request and in any event within four weeks of such request
      details of terms and conditions of the Relevant Employees and their
      benefits (including bonuses), whether contractual or discretionary,
      working arrangements relating to shift patterns and hours worked and a
      skills database for each employee detailing the task or skill for which
      the employee has been trained during this Agreement. It is expressly
      acknowledged that Marconi can pass such information on to any prospective
      Relevant Third Party. This paragraph shall be subject to compliance with
      any applicable law or regulation. If the provisions of that law or
      regulation prohibit full compliance with this paragraph then the Supplier
      shall take all such steps as it can lawfully undertake to ensure as full
      compliance as possible with this Paragraph. Marconi shall obtain
      appropriate confidentiality undertakings from such Relevant Third Party in
      relation to the handling of information relating to the employee.

4.6   Following the date of expiry or termination of this Agreement, however it
      arises, the Supplier shall deliver promptly or procure the delivery to
      Marconi or the Relevant Third Party which Marconi notifies the Supplier is
      taking over the Service(s) copies of all available personnel and
      employment records (including national insurance and PAYE records),
      including full particulars of:

      (a)   each Service Providing Employee who becomes employed by a member of
            the Marconi Group or a Relevant Third Party (a "TRANSITIONING
            EMPLOYEE"), including name, sex, and the date on which continuity of
            employment began for each Transitioning Employee for statutory
            purposes;

      (b)   standard terms and conditions of employment of each Transitioning
            Employee;

      (c)   all payments, benefits or changes to terms and conditions of
            employment promised to any Transitioning Employee;


                                                                              12
<PAGE>
                                                         SCHEDULE 10 - PERSONNEL

      (d)   dismissals (other than voluntary redundancies) of Transitioning
            Employees or termination of employment effected within the twelve
            (12) months prior to the date of expiry or termination of this
            Agreement and disciplinary records relating to Transitioning
            Employees;

      (e)   all agreements or arrangements entered into in relation to the
            Transitioning Employees between the Supplier or any relevant
            sub-contractor or relevant employer and any trade union or
            association of trade unions or organisation or body of employees
            including elected representatives; and

      (f)   all strikes or other industrial action (other than insignificant
            industrial action) taken by any Transitioning Employee within the
            twelve (12) months prior to the date of expiry or termination of
            this Agreement.

      This paragraph shall be subject to compliance with any applicable law or
      regulation. If the provisions of that law or regulation prohibit full
      compliance with this paragraph then the Supplier shall take all such steps
      as it can lawfully undertake to ensure as full compliance as possible with
      this paragraph.

4.7   The Supplier shall indemnify Marconi for and on behalf of the Marconi
      Group, on demand against all Loss arising out of any claim by any trade
      union, works council, staff association, worker representative (whether or
      not recognised by the Supplier Group or Approved Sub-Contractor Group) or
      employee in respect of all or any of the employees working in the
      provision of the Services, arising out of a failure or alleged failure by
      the Supplier Group or Approved Sub-Contractor Group to comply with its
      legal obligations to consult under any applicable law or regulation.

4.8   This paragraph 4 shall survive termination (in whole or in part) or expiry
      of this Agreement however it arises and whether or not either Party is in
      default of this Agreement.

4.9   The determination for purposes of this paragraph 4 as to whether the
      Regulations, European Regulations or South African Law would or would not
      apply upon expiry or termination (in whole or in part) of this Agreement,
      shall be made as soon as possible after the commencement of the Protected
      Period. If the Parties have not jointly made this determination within two
      weeks of the commencement of the Protected Period the dispute shall be
      referred for resolution to a senior


                                                                              13
<PAGE>
                                                         SCHEDULE 10 - PERSONNEL

      employment lawyer of at least ten (10) years' qualification in the
      appropriate jurisdiction and in the event that such a lawyer cannot be
      agreed between the parties to a replacement lawyer appointed by the
      President of the Law Society. The costs of such referral shall be
      apportioned equally between the parties.

5.    BT TRANSFERRING EMPLOYEES

5.1   The Supplier undertakes to enter into an agreement with BT which protects
      Marconi and each member of the Marconi Group to the extent provided for in
      this Schedule 10 of this Agreement (Personnel) and, to the extent that the
      Supplier fails to do so, the Supplier will indemnify Marconi for and on
      behalf of the members of the Marconi Group who are the employers of the
      Employees (as defined in Schedule 3 of a BT Transfer Agreement) in respect
      of any act or omission or obligation or liability before or after the
      relevant Cutover relating to the employment or remuneration of the
      employment of any of such Employees on the same terms as provided in this
      Schedule 10 (Personnel).

5.2   The Supplier may assign to BT the benefit of the provisions of this
      Schedule 10 (Personnel) which apply to the BT Group including those which
      extend to losses suffered by the BT Group.


                                                                              14




<PAGE>

                                                          SCHEDULE 11 - PROPERTY

                                   SCHEDULE 11

                                    PROPERTY

1.       SITES

1.1      The provisions of this Paragraph 1 shall apply to the Supplier and
         Approved Sub-Contractors and references to Supplier Personnel shall be
         construed as including references to the personnel of any Approved
         Sub-Contractor.

1.2      Marconi shall grant the Supplier at all reasonable times and in a
         timely manner access to the Non-Licensed Sites as invitees as may be
         necessary for the provision of the Services.

1.3      The following provisions shall apply in relation to all the Sites:

         (a)      Marconi may, acting reasonably and properly, refuse to admit,
                  or order the removal of any Supplier Personnel whose behaviour
                  or conduct at the time he or she is seeking admittance to, or
                  is present on, the Site renders that person unfit to be on the
                  Site and action taken under this Paragraph 1.2 shall be
                  confirmed in writing to the Supplier and shall not relieve the
                  Supplier of its obligations under this Agreement;

         (b)      the Supplier shall take reasonable care to ensure that, in the
                  performance of the Services at any Site, it does not interfere
                  to any material degree with the operations of the Marconi
                  Group, its employees, agents or any other contractors;

         (c)      the Supplier shall comply with all reasonable and proper
                  directions issued by Marconi relating to the Supplier's access
                  to the Sites and in particular (but without prejudice to the
                  foregoing) any such directions issued by Marconi relating to
                  security at the Sites provided that the Supplier shall not be
                  required to comply with any such directions where to do so
                  would require it (or any members of the Supplier Group or
                  Approved Subcontractors) to breach any Applicable Legislation;

                                                                               1
<PAGE>
                                                          SCHEDULE 11 - PROPERTY

         (d)      except as may otherwise be agreed between the Parties, the
                  Supplier shall use all reasonable endeavours to procure that
                  none of the Supplier Personnel do any act or omit to act at
                  the Sites other than in connection with the provision of the
                  Services;

         (e)      the fixtures and fittings provided by Marconi shall at all
                  times remain the property of Marconi;

         (f)      the Supplier shall not provide or carry out any work involved
                  in the provision of services to any company other than the
                  Marconi Group from the Sites;

         (g)      the Supplier shall take every care to ensure that it does not
                  on or in the vicinity of the Sites do any act or thing which
                  shall cause any damage or inconvenience to the Marconi Group,
                  their employees, agents or any other contractors and where any
                  such damage is caused, the Supplier shall forthwith make good
                  that damage at its own expense and will indemnify and keep
                  indemnified Marconi in respect of the direct costs of such
                  making good; and

         (h)      Marconi shall procure that the Sites are a safe working
                  environment for Supplier Personnel who access the Sites as
                  permitted pursuant to this Schedule 11 (Property).

2.       OCCUPATION OF LICENSED SITES

2.1      Marconi shall at its own expense provide to the Supplier sufficient
         accommodation and facilities (including utilities, air-conditioning and
         UPS etc) of a sufficient standard as may be reasonably required by the
         Supplier in order to provide the Services.

2.2      The Supplier shall:

         (a)      not use the Licensed Sites other than for the provision of the
                  Services;

         (b)      immediately report all incidents relating to the safety,
                  security or operation of the Licensed Sites to Marconi;

                                                                               2
<PAGE>
                                                          SCHEDULE 11 - PROPERTY

         (c)      keep and maintain the Licensed Sites and each and every part
                  of them used by the Supplier in a neat and tidy condition and
                  free from any offensive or noisome matter or thing whatsoever
                  and not to commit any waste or make any addition or alteration
                  to the Licensed Sites;

         (d)      not to cause or permit to be done any act or thing which might
                  cause damage to any fixtures, fittings and furniture belonging
                  to the Marconi Group and which the Supplier is permitted to
                  use in the Licensed Sites;

         (e)      not do or cause or permit to be done any act or thing at the
                  Licensed Sites which might be or become a nuisance or
                  inconvenience or cause damage or annoyance to the Marconi
                  Group or other persons or which may infringe any statutory
                  rule order or regulation for the time being in force;

         (f)      not knowingly do or bring or cause or permit to be done or
                  brought any matter or thing upon the Licensed Sites or any
                  part of them by reason or in consequence of which the rights
                  of the Marconi Group under any policy of insurance in respect
                  of the Licensed Sites or either of them would or might be
                  prejudicially affected;

         (g)      permit the agents or servants of Marconi or any other person
                  authorised by Marconi from time to time and upon reasonable
                  notice to inspect any area of the Licensed Sites which is
                  occupied by the Supplier for the purpose of ascertaining
                  whether the provisions of this Paragraph 2 are being
                  faithfully kept, observed and performed;

         (h)      not make any alterations or additions of any nature whatsoever
                  at the Licensed Sites;

         (i)      if for whatever reason Marconi requires the Supplier to vacate
                  any of the Licensed Sites Marconi shall give a reasonable
                  period of written notice to the Supplier, and, subject to
                  Paragraph 2.5 of this Schedule 11, vacate the relevant
                  Licensed Site prior to the expiry of that notice period and in
                  vacating the relevant Licensed Site the Supplier shall comply
                  with the provisions of Paragraph 2.2 (m) of this Schedule
                  11(Property);

         (j)      without prejudice to the provisions of Paragraph 2.2(i) above
                  and subject to Paragraph 2.5 of this Schedule 11, vacate any
                  of the Licensed Sites as


                                                                               3
<PAGE>
                                                          SCHEDULE 11 - PROPERTY

                  soon as reasonably practicable upon written demand by Marconi
                  if Marconi reasonably and properly considers that the
                  continued occupation of the relevant Licensed Sites may result
                  in Marconi's landlord at the relevant Licensed Site taking
                  proceedings for forfeiture of the lease under which Marconi
                  holds (inter alia) the relevant Licensed Site for breach of
                  the alienation provisions of the lease or otherwise in respect
                  of any breach of covenant or obligation under such lease;

         (k)      not exclude or impede Marconi or any other occupier from
                  lawful access to the Licensed Sites nor exclude, impede or
                  interfere with Marconi's continuing rights of possession,
                  occupation and control of the whole of the premises of which
                  the Licensed Sites form part;

         (l)      not do or permit to be done any act or thing which would
                  (other than the entering into of this Agreement) constitute a
                  breach of the covenants on the part of the tenant and the
                  conditions contained in the leases under which Marconi holds
                  the various premises of which the Licensed Sites form part;

         (m)      in the event of termination of this Agreement for whatever
                  reason be responsible for removing from the Licensed Sites or
                  part thereof any items belonging to the Supplier such removal
                  to be under the supervision of Marconi's personnel and in the
                  event of failure to remove all such items within [***]weeks
                  after termination of this Agreement Marconi shall have the
                  right to remove and dispose of any such items in any manner
                  which it thinks fit and to leave the Licensed Sites clean and
                  tidy;

         (n)      not assign sublet part with or share possession of the
                  Licensed Sites nor in any way deal with the benefit of any
                  entitlement of which the Supplier may have under the
                  provisions of this Paragraph 2 all of which are a personal
                  arrangement between Marconi and the Supplier save as permitted
                  by Clause 12 (Property and Personnel) of this Agreement;

         (o)      not at any time without Marconi's prior written consent fix to
                  or exhibit on the Licensed Sites or display anywhere in the
                  Licensed Sites any placard, sign, notice, fascia board or
                  advertisement;

                                                                               4
<PAGE>
                                                          SCHEDULE 11 - PROPERTY

         (p)      not provide or carry out any work involved in the provision of
                  services to any company other than the Marconi Group from the
                  Licensed Sites;

         (q)      whenever required to leave any of the Licensed Sites ensure
                  that all the Supplier's equipment and belongings are removed
                  from the relevant Licensed Site and that the relevant Licensed
                  Site is left clean and tidy and where the removal of any items
                  belonging to the Supplier has caused any damage to the
                  relevant Licensed Site, make good forthwith any such damage
                  and indemnify and keep indemnified Marconi for and on behalf
                  of members of the Marconi Group in respect of any costs,
                  expenses or liabilities of whatsoever nature incurred by it or
                  them arising out of such damage; and

         (r)      acknowledge that this is an occupational licence and the
                  relationship of landlord and tenant shall not arise between
                  the Parties.

2.3      If the Supplier shall fail materially to observe and perform any of the
         agreements and undertakings on its part contained in this Schedule 11
         in relation to any of the Licensed Sites then Marconi may by notice in
         writing served upon the Supplier require the Supplier to remedy any
         such failure within fourteen (14) days and if the Supplier shall not
         within that period of fourteen (14) days remedy such failure, Marconi
         may determine the licence in relation to the relevant Licensed Site and
         the Supplier shall thereupon forthwith vacate the relevant Licensed
         Site and remove therefrom all things belonging to the Supplier and the
         provisions of Paragraph 2.2 (m) of Schedule 11 shall apply. Any Changes
         to the Services required as a result of the operation of this Paragraph
         2.3 shall be dealt with through Change Control (provided that they
         shall not result in any increase to the Charges).

2.4      If at any time Marconi, in its reasonable discretion, requires the
         Supplier to enter into leases or sub-leases (as the case may be) of any
         of the Licensed Sites, then Marconi and the Supplier shall each use all
         reasonable endeavours to agree the terms of any such leases or
         sub-leases on terms that are commensurate with the respective
         responsibilities and liabilities of the parties under this Schedule 11
         and both Parties shall act reasonably and expeditiously in so doing.

                                                                               5
<PAGE>
                                                          SCHEDULE 11 - PROPERTY

2.5      In the event that the Supplier is required to vacate any of the
         Licensed Sites pursuant to Paragraphs 2.2(i), 2.2(j) or 2.2(k) of this
         Schedule 11 or otherwise, Marconi shall at its own expense provide the
         Supplier with sufficient alternative accommodation and facilities
         (including utilities, air-conditioning and UPS etc) of a sufficient
         standard to enable the Supplier to be able to provide the Services and
         the Supplier shall not be liable or responsible for any interruption in
         the provision of the Services to the extent to which such interruption
         is caused directly or indirectly by such vacation or by the re-location
         of the Supplier to the alternative accommodation Provided That the
         Supplier shall use all reasonable endeavours to ensure that there is no
         interruption in the provision of the Services during such vacation or
         re-location and that where there is any such interruption it shall be
         remedied as quickly as is reasonably practicable. Associated relocation
         costs shall be for Marconi's account and shall be agreed in accordance
         with Schedule 9 (Change Control).

2.6      In the event that the Supplier is required to vacate any of the
         Licensed Sites pursuant to Paragraph 2.3 of this Schedule 11, Marconi
         shall at the expense of the Supplier provide the Supplier with
         sufficient alternative accommodation and facilities (including
         utilities, air-conditioning and UPS etc) of a sufficient standard to
         enable the Supplier to be able to provide the Services and the Supplier
         shall ensure that there is no interruption in the provision of the
         Services during such vacation or re-location of the Supplier to the
         alternative accommodation Provided That where any such interruption
         occurs the Supplier shall use all reasonable endeavours at its own cost
         to ensure that any such interruption is remedied as quickly as is
         reasonably practicable.



                                                                               6
<PAGE>
                                                             SCHEDULE 12 - AUDIT

                                   SCHEDULE 12

                                      AUDIT

1.       ACCESS TO PREMISES, DATA AND STAFF

1.1      Subject always to Paragraphs 1.3 and 1.5 and for the purposes shown in
         Paragraph 2, the Supplier shall permit, or shall procure that the
         relevant member of the Supplier Group shall permit:

         (a)      the Marconi Group's personnel and authorised agents and
                  representatives;

         (b)      the Marconi Group's auditors (internal and external, and
                  whether financial, qualitative or otherwise) or consultants,
                  subject to the prior approval of the Supplier (such approval
                  not to be unreasonably withheld or delayed); and

         (c)      any other person to whom the Marconi Group is required legally
                  to provide the same,

         with access to its property, personnel, documents, records, systems,
         processes and procedures as is reasonably necessary or required by law
         for the purposes of carrying out the audit functions described in this
         Schedule, including for the purpose of providing reasonable assistance
         in understanding or interpreting information to which the Marconi Group
         has access under this Schedule. Except in relation to audits for the
         purposes shown in Paragraphs 2.1(b) and 2.1(c), the Supplier will not
         be required to provide such access more than once in any consecutive
         twelve (12) month period, in any single site or location.

1.2      The Supplier shall nominate a contact person for any audit who shall be
         the central communication point and organiser for the performance of
         the Supplier's responsibilities under this Schedule.

1.3      Marconi shall, or shall procure that, the relevant member of the
         Marconi Group shall provide no less than ten (10) Business Days (unless
         the access is required in response to a breach of the Supplier's
         obligations) notice to the Supplier stating the audit dates, scope of
         the audit and auditors.

                                                                               1
<PAGE>
                                                             SCHEDULE 12 - AUDIT

1.4      Marconi shall, or shall procure that, the relevant member of the
         Marconi Group shall use reasonable endeavours to:

         (a)      ensure that the numbers of individuals are kept to a
                  reasonable level, such that they will not deflect the Supplier
                  from meeting its obligations under this Agreement and to the
                  extent that the failure to meet the Service Levels is solely
                  attributable to the performance of the audit, the Supplier
                  shall have no liability in relation thereto unless the audit
                  is being carried out in response to a breach of the Supplier's
                  obligations; and

         (b)      ensure that the individuals performing the audit comply with
                  security or other site regulations pertaining to any relevant
                  Supplier (or Authorised Sub-contractor) premises.

1.5      No agent, representative, auditor or other person may be appointed
         under Paragraph 1.1 unless that appointee is subject to duties of
         confidentiality no less stringent than the provisions of Clause 16
         (Confidentiality) except where and to the extent that such duties would
         impede any legal or regulatory duty to which the appointee is subject
         in connection with or which relates to the audit.

1.6      Marconi shall, and shall procure that its agents, representatives,
         auditors and other persons appointed under Paragraph 1.1 shall, use the
         access granted and the information obtained pursuant to this Schedule
         12 (Audit) only for the purposes specified in Paragraph 2.1.

2.       PURPOSES

2.1      The purposes to which Paragraph 1 refers for which the access referred
         to in that Paragraph is to be provided are to allow the Marconi Group
         to:

         (a)      carry out disaster recovery reviews of the Supplier's
                  controls, facilities and equipment relating to the Supplier's
                  obligations under this Agreement;

         (b)      carry out all applicable regulatory reviews and audits which
                  the Marconi Group is required to undertake or to which the
                  Marconi Group is subject (including to the extent that they
                  relate to the Services);

         (c)      comply with Applicable Legislation, including audits legally
                  required in relation to any member of the Marconi Group;

                                                                               2
<PAGE>
                                                             SCHEDULE 12 - AUDIT

         (d)      carry out risk reviews of the Marconi Group (or any member of
                  the same entitled to receive the Services) for internal risk
                  purposes;

         (e)      verify the confidentiality and security of Marconi Data;

         (f)      review the  security procedures of the Supplier;

         (g)      verify the Supplier's adherence to the Service Levels;

         (h)      review compliance with agreed protocols and standards (as
                  initially listed in Schedule 3 and thereafter amended in
                  accordance with Change Control);

         (i)      verify the Supplier's calculation of the Charges by examining
                  the Supplier's records relating to "Resource Units" (as
                  defined in Schedule 4 (Charges/Rate Card)) (where applicable),
                  subject to the provisos in Paragraph 3.1(a); and

         (j)      verify any amounts claimed by the Supplier pursuant to
                  Schedule 13 (Termination Compensation), subject to the
                  provisos in Paragraph 3.1(a). The Supplier shall provide
                  statements of relevant information from the Supplier's (or its
                  Approved Sub-Contractor's) auditors for the purpose of such
                  verification,

2.2      The period to which any such audit relates shall be limited to the
         twelve (12) month period immediately prior to the audit, or such longer
         period as may reasonably be required in order to reasonably satisfy the
         purpose of the audit.

3.       PROVISION OF MATERIAL AND ASSISTANCE

3.1      The Supplier shall maintain in accordance with Best Industry Practice
         records of and supporting documentation for:

         (a)      all financial transactions directly relating to the Charges
                  and for performance of or failure to meet the Service Levels
                  (provided that this obligation does not require the Supplier
                  to make available underlying or "open book" financial
                  information relating to its or its Authorised Subcontractors'
                  cost of providing the Services or its profit margins); and

                                                                               3
<PAGE>
                                                             SCHEDULE 12 - AUDIT

         (b)      records of relevant and reasonable non-financial matters or
                  activities in accordance with generally accepted industry
                  methods and procedures including details of the Supplier's
                  policies and procedures relating to the management of the IT
                  environment for the supply of the Services and all other
                  records detailed elsewhere in this Agreement.

3.2      To the extent that the information referred to in Paragraph 3.1 relates
         to Services provided or substantially provided by the Supplier's
         Approved Subcontractors, the Supplier shall ensure that it has been
         granted, in relation to such Approved Subcontractors, audit rights
         substantially the same as those given to Marconi pursuant to this
         Schedule 12 (Audit), and if requested by Marconi, the Supplier shall
         exercise those rights in order to obtain and make available to Marconi
         for the purposes of this Schedule 12 (Audit) the information referred
         to in Paragraph 3.1. The Supplier's reasonable costs relating to the
         exercise of its audit rights against such subcontractors (including the
         reasonable costs of any agents, representatives, auditors or
         consultants engaged for such purposes) shall be borne by Marconi.

3.3      The Supplier shall give all reasonable assistance to all appointees
         under Paragraph 1 of this Schedule 12 (Audit) to understand or
         interpret the records and supporting documentation to which Paragraphs
         3.1 and 3.2 refer, and shall co-operate with all reasonable requests of
         such appointees.

4.       COST OF EXAMINATION

         Marconi shall bear the costs of itself and of any agents,
         representatives, auditors or consultants (including any software, tools
         or other items relating thereto) of any examination undertaken pursuant
         to these audit provisions. Save as provided for in Paragraph 3.2, the
         Supplier shall not make any charge for compliance with this Schedule 12
         (Audit), including the provision of all such reasonable assistance or
         information.

5.       RECOVERY OF COSTS AND EXCESS PAYMENTS - MONETARY AUDITS

5.1      Where the examination reveals that the Supplier has incorrectly
         invoiced Marconi then the Supplier shall, at Marconi's sole option,
         re-pay the overpayments or shall give full credit for any such excess
         to Marconi in its subsequent invoices until such excess is repaid in
         full.

                                                                               4
<PAGE>
                                                             SCHEDULE 12 - AUDIT

5.2      Where (and to the extent that) the sum of any overpayment determined
         pursuant to Paragraph 5(1) is, in the opinion of the Supplier (acting
         reasonably), the subject of a bona fide dispute, that sum may be
         withheld from the repayment or credit pending resolution of the
         dispute, but the undisputed portion shall be paid or credited by the
         Supplier in accordance with Paragraph 5(1). After settlement of the
         dispute, any amount agreed or determined to be payable or repayable
         shall be due forthwith, together with Default Interest thereon.

6.       RETENTION OF RECORDS

         The Supplier shall retain all records relevant to these audit functions
         during the term of this Agreement. Thereafter all such records shall be
         delivered to Marconi as part of Exit Management.



                                                                               5
<PAGE>
                                          SCHEDULE 13 - TERMINATION COMPENSATION

                                   SCHEDULE 13

                            TERMINATION COMPENSATION

1.       DEFINITIONS

         In this Schedule 13 (Termination Compensation), the following
         definitions shall apply:

         "BASIC COSTS" means:

         (i)      the net value of un-amortised investments (excluding
                  equipment) reasonably made by the Supplier Group for the sole
                  or primary purpose of providing the terminated Services to the
                  Marconi Group; and

         (ii)     any other costs or expenses that are reasonably incurred by
                  the Supplier Group as a direct consequence of termination of
                  this Agreement (including costs or expenses payable by the
                  Supplier Group under any sub-contracts between the Supplier
                  Group and its Approved Subcontractors) (or in the case of
                  partial termination of the Agreement, the relevant part of the
                  Agreement).

         "LOST PROFITS" means a sum equal to the Supplier's anticipated gross
         profit margin for the terminated Services which it would have achieved
         under this Agreement, had those Services not been terminated, [***]as
         such sum is verified by the Supplier's independent auditors[***].

2.       TERMINATION WITHOUT CAUSE

2.1      TERMINATION [***]

         Where Marconi has terminated this Agreement (or part of it) pursuant to
         Clause 13.1 (Termination without Cause) or Clause 13.4 (Change of
         Control) [***]Marconi shall pay (in accordance with Clause 4.1 of this
         Agreement):

         (a)      the Supplier's Lost Profits; and

         (b)      the Supplier's Basic Costs.

         2.2      [***][***]

                                                                               1
<PAGE>
                                          SCHEDULE 13 - TERMINATION COMPENSATION

3.       ASSETS

         Assets will be dealt with in accordance with Clause 14.7 (Asset
         Arrangements) of this Agreement.

4.       PERSONNEL

         Redundancy costs (if any) payable by the Marconi Group in the event of
         termination shall be dealt with in accordance with Schedule 10
         (Employment).

5.       MITIGATION OF LOSS

         The Supplier shall take all reasonable steps to mitigate its Losses
         arising from Marconi's termination of this Agreement.

         6.       [***][***]



                                                                               2
<PAGE>
                                                   SCHEDULE 14 - EXIT MANAGEMENT

                                   SCHEDULE 14

                                 EXIT MANAGEMENT

1.       DEFINITIONS

         In this Schedule 14 (Exit Management) the following additional
         definition applies:

         "EXIT PERIOD" means the period during which the Parties shall perform
         their obligations under the Exit Arrangements, for such period as is
         specified in the Exit Plan or otherwise as agreed between the Parties.

2.       EXIT MANAGEMENT OBLIGATIONS

2.1      The obligations set out in this Schedule 14 (Exit Management) do not
         represent an exhaustive list of the actions to be taken by either Party
         and the Supplier shall provide such co-operation, information and
         assistance as Marconi (or its replacement supplier) reasonably requires
         to effect a complete migration of the Services being provided at the
         date of termination or expiry, during the Exit Period.

2.2      The Parties shall use all reasonable endeavours to minimise the
         disruption to the other's business.

2.3      The Supplier shall deliver to Marconi (at the times specified in the
         Exit Plan), details of all Services being provided by the Supplier and
         its Approved Subcontractors at the date of termination or expiry and,
         to the extent that they are used in order to provide the Services, of
         the following:

         (a)      all the Supplier owned assets and Approved Subcontractor owned
                  assets used to deliver the Services at the date of termination
                  or expiry;

         (b)      all commercially available Supplier owned Intellectual
                  Property used by the Supplier in the provision of the Services
                  at the date of termination or expiry;

                                                                               1
<PAGE>
                                                   SCHEDULE 14 - EXIT MANAGEMENT

         (c)      all third party Intellectual Property used by the Supplier in
                  provision of the Services at the date of termination or
                  expiry;

         (d)      an up to date schedule of all Third Party Providers and third
                  party contracts used by the Supplier in the provision of the
                  Services at the date of termination or expiry; and

         (e)      a copy of existing service manuals and other relevant
                  documents detailing all processes and procedures specifically
                  used in the provision of the Services at the date of
                  termination or expiry.

2.4      At Marconi's request, the Supplier shall co-operate with Marconi in
         good faith and provide reasonable assistance to facilitate Marconi to
         obtain suitable licences and/or permissions from the Supplier's
         strategic suppliers and partners to enable Marconi to have continued
         access to, and use of, Intellectual Property required by Marconi for
         the continued provision of the Services by Marconi or a Third Party
         Provider.

2.5      The Supplier shall deploy the appropriately knowledgeable and skilled
         staff to perform its obligations under this Schedule 14 (Exit
         Management).

2.6      During the Exit Period the Supplier shall not without the prior written
         consent of Marconi (which consent shall not be unreasonably withheld or
         delayed):

         (a)      take any steps which would increase the costs payable by
                  Marconi at termination or expiry; or

         (b)      make any changes to the Service otherwise than in accordance
                  with Change Control.

2.7      The Supplier shall provide (and shall use reasonable endeavours to
         procure that its Approved Subcontractors shall provide) such access as
         Marconi and/or its appointed agents and Third Party Providers may
         reasonably require to achieve the aims and objectives of the Exit Plan.
         In exercising such access, Marconi shall use reasonable endeavours to
         minimise the disruption to the Supplier Group's and the relevant
         Approved Subcontractors' businesses.


                                                                               2
<PAGE>
                                                   SCHEDULE 14 - EXIT MANAGEMENT

2.8      On or within [***] days after the date of effective termination or
         expiry or as otherwise specified in the Exit Plan (and to the extent
         not already done) the Supplier shall (and shall procure that its
         subcontractors shall):

         (a)      hand back all security passes and authorisations which are
                  outstanding in relation to the Supplier's Personnel, agents,
                  or sub-contractors in respect of attendance on site at any of
                  the Marconi Group's Sites;

         (b)      return all of the following to the extent that it is in the
                  possession or control of the Supplier or its Authorised
                  Subcontractors:

                  (i)      all Confidential Information of the Marconi Group
                           including all copies thereof; and

                  (ii)     all documentation, files, records and other materials
                           relating to the Services (whether created by the
                           Supplier Group or its Authorised Subcontractors) and
                           the media upon which the same are stored (other than
                           items in which the Supplier retains ownership of the
                           Intellectual Property and which are not to be
                           licensed to the Marconi Group beyond termination or
                           expiry),

                  provided that the Supplier and its Authorised Subcontractors
                  (to the extent that such materials are relevant to them) may
                  retain a single copy of such materials for archival purposes
                  (and further provided that the materials shall remain subject
                  to the confidentiality obligations of Clause 16
                  (Confidentiality)).

         (c)      return all Marconi Assets in the possession or control of the
                  Supplier;

         (c)      deliver a copy of all Marconi Software and Marconi Data in the
                  possession or control of the Supplier (in the format most
                  appropriate for the Marconi Software and/or Marconi Data) and
                  shall destroy, or procure the destruction of, any remaining
                  electronic copies of such Marconi Software or Marconi Data;

         (e)      provide Marconi with a detailed description and status report
                  of all breaches of this Agreement of which the Supplier is
                  aware, which have not been corrected or resolved as at the
                  date of termination or expiry


                                                                               3
<PAGE>
                                                   SCHEDULE 14 - EXIT MANAGEMENT

                  insofar as they have affected, affect or might affect the
                  termination of the Service; and

         (f)      provide all of the normal periodical reports which the
                  Supplier has been obliged to provide (or has agreed to
                  provide) to Marconi throughout this Agreement made up to the
                  effective termination or expiry date or the closest date
                  possible thereto.

2.9      Forthwith upon the performance by the Supplier of all of its
         obligations under the Exit Arrangements to the reasonable satisfaction
         of Marconi, Marconi will sign a copy of the Exit Plan to confirm its
         acceptance of such performance whereupon the Supplier's obligations
         under this Schedule shall be discharged.

2.10     Payment (if any) for the Supplier's performance of the obligations set
         out in this Schedule shall be as specified in Clause 14.5(2) of this
         Agreement.

2.11     The Supplier shall not be obliged to provide any information or access
         to any replacement supplier as envisaged by this Schedule 14 (Exit
         Management) unless that replacement supplier is subject to duties of
         confidentiality no less stringent than the provisions of Clause 16
         (Confidentiality).



                                                                               4
<PAGE>
                                                            SCHEDULE 15 - BUDGET

                                   SCHEDULE 15

                                     BUDGET



                                                                               1

<PAGE>

                                         SCHEDULE 16 - FORM OF COUNTRY AGREEMENT

                                   SCHEDULE 16

                            FORM OF COUNTRY AGREEMENT

DATE:

PARTIES:

(1)   [CSC AFFILIATE], a company incorporated under the laws of [*] [, with
      company number *], whose [registered office][principal place of business]
      is at * (the "SUPPLIER"); and

(2)   [MARCONI AFFILIATE] a company incorporated under the laws of [*][, with
      company number *], whose principal place of business is at * ("MARCONI
      (TERRITORY)").

BACKGROUND:

(A)   CSC International Systems Management Inc. ("CSC"), Marconi Corporation plc
      and Marconi Communications Limited are parties to a Master Services
      Agreement dated * (the "MASTER SERVICES AGREEMENT") for the provision by
      CSC of the Services.

(B)   Under the Master Services Agreement, the provision of the Country Services
      may be delivered by the Supplier.

(C)   Accordingly, the Supplier has agreed to deliver and Marconi (Territory)
      has agreed to pay for the Country Services, subject to the terms of this
      Agreement.

IT IS AGREED as follows:

1.    DEFINITIONS

      In this Agreement, except as provided in this Agreement the defined terms
      in the Master Services Agreement have the same meaning, and the following
      definitions apply, unless the context otherwise requires:

      "COUNTRY CHARGES" means the Charges payable in accordance with the Master
      Agreement in respect of the provision of the Country Services;


                                                                               2
<PAGE>
                                         SCHEDULE 16 - FORM OF COUNTRY AGREEMENT

      "COUNTRY SERVICES" means all those Services required to be performed in
      the Countries in the Invoice Region under the Master Agreement, whether or
      not from locations in the Invoice Region; and

      "INVOICE REGION" means [Germany][Italy][UK & Ireland][North America (as
      defined in Schedule 4 (Charges) to the Master Services Agreement)][Rest of
      World (as defined in Schedule 4 (Charges) to the Master Services
      Agreement);]

2.    SUPPLY OF SERVICES

      The Supplier shall provide the Country Services in the Invoice Region and
      Marconi (Territory) shall pay for them, subject to the terms of this
      Agreement.

3.    CHARGES

      The Supplier shall be entitled at the times and in the manner provided in
      the Master Services Agreement in relation to invoices for the Charges, to
      invoice Marconi (Territory) for the Country Charges, and Marconi
      (Territory) shall pay the invoiced amount in accordance with the
      provisions of the Master Agreement applicable to the payment of the
      Charges.

4.    CLAIMS

(1)   The parties acknowledge that any default in the provision of the Country
      Services is subject to the terms of the Master Services Agreement;
      accordingly, except in respect of the non-payment of the Country Charges
      in accordance with Clause 3, neither party shall have any claim against
      the other under this Agreement, except to the extent such liability cannot
      be excluded or limited by mandatorily applicable law in the whole or any
      part of the Invoice Region.

(2)   Any claim for non-payment of the Country Charges shall be dealt with in
      accordance with the Master Services Agreement.

5.    TERM AND TERMINATION

      This Agreement shall come into effect on the date it has been signed by
      both the Supplier and Marconi (Territory), and shall automatically
      terminate with immediate effect:

                                                                               3
<PAGE>
                                         SCHEDULE 16 - FORM OF COUNTRY AGREEMENT

      (a)   upon termination or expiry of the Master Services Agreement; or

      (a)   if either party ceases to be a member, in the case of the Supplier,
            of the Supplier Group or, in the case of Marconi (Territory), the
            Marconi Group.

6.    GOVERNING LAW

      The construction, interpretation and performance of this Agreement and all
      transactions under this Agreement shall be governed by the laws of England
      and Wales without reference to the UNCITRAL Conventions on Contracts for
      the International Sale of Goods and without giving effect to any provision
      of such law relating to conflict of laws; provided that, if any provision
      of this Agreement is required by the mandatorily applicable laws of the
      Invoice Region or any Country within the Invoice Region to be subject to
      the laws of the Invoice Region or that Country, the construction,
      interpretation and performance of such provision insofar as it applies to
      the Invoice Region or that Country shall be governed by the internal laws
      of the Invoice Region or (as the case may be) that Country without
      reference to the UNCITRAL Conventions on Contracts for the International
      Sale of Goods. To the extent permitted by such applicable law, the Parties
      hereby waive any provision of law that renders any provision of this
      Agreement unenforceable in any respect.

7.    LANGUAGE

      The Parties have requested that this Agreement and all documents
      contemplated by this Agreement or relating to it be drawn up in the
      English language.

EXECUTION

The Parties have shown their acceptance of the terms of this Agreement by
executing on the date first written above.

SIGNED by                                                     )
[  ]                                                          )
duly authorised for and on behalf of                          )
CSC (AFFILIATE)                                               )


                                                                               4
<PAGE>
                                         SCHEDULE 16 - FORM OF COUNTRY AGREEMENT

SIGNED by                                                     )
[  ]                                                          )
duly authorised for and on behalf of                          )
MARCONI (TERRITORY)                                           )





                                                                               5
<PAGE>
                                                SCHEDULE 17 - TECHNOLOGY REFRESH

                                   SCHEDULE 17

                               TECHNOLOGY REFRESH

1.    SCOPE OF REFRESH

(1)   The Supplier shall (at its cost) replace with new equipment and software,
      all equipment and software of the following description that is deployed
      or used by the Marconi Group on the last day of each of the rolling
      periods stated below in relation to the description of equipment in
      question:

<TABLE>
<CAPTION>
      Equipment                             Period of Refresh
      ---------                             -----------------
<S>                                         <C>
      Desktop and laptop PC hardware and    Over the first [***]years commencing
      operating system.                     from Cutover of the relevant
                                            Services in respect of which the
                                            assets in question are used, on a
                                            rolling basis of at least [***]per
                                            year, and thereafter every [***]
                                            years on a rolling basis of at least
                                            [***]per year (but in either event,
                                            refresh of 100% by the end of the
                                            relevant period).

      Software for use on the desktop       With rollout of refreshed desktop
      and laptops to provide office         and laptop PC hardware, subject to
      automation, network access and        Marconi having first acquired
      access to applications                (at its own cost) the relevant
                                            software licences.
      ("STANDARD OPERATING ENVIRONMENT")
</TABLE>

(2)   The level of specification of the new equipment and software to be
      supplied by the Supplier shall be no less than a level which is equivalent
      or (where no equivalent specification exists) comparable to the level of
      the specification of the equipment or software to be replaced, as that
      latter specification stood in the market when the equipment or software to
      be replaced was acquired by the Marconi Group or (in the case of any
      supply under this Schedule 17 (Technology Refresh), the Supplier).

(3)   The policy and approach to be used for Technology Refresh is detailed in
      Schedule 3 (List of Standards and Policies).


                                                                               1
<PAGE>
                                            SCHEDULE 18 - CONTINUOUS IMPROVEMENT

                                   SCHEDULE 18

                             CONTINUOUS IMPROVEMENT

1.    PURPOSE OF THE SCHEDULE

      The purpose of this Schedule 18 (Continuous Improvement) is to define the
      process for the identification and promotion of ongoing improvement to the
      Services, focused on the delivery of benefits (including financial
      benefits) to the Marconi Group (the "CONTINUOUS IMPROVEMENT PROGRAM" or
      "CIP").

2.    CIP PROCESS

2.1   The Supplier shall proactively identify and communicate to Marconi
      potential improvements to the Services ("CIP INITIATIVES").

2.2   Where the Supplier identifies a potential CIP Initiative, the Supplier
      shall notify Marconi in writing by providing Marconi with a summary
      description of the proposed improvement, together with details of the
      anticipated benefits of the proposed improvement (and/or financial
      improvement) to Marconi.

2.3   Where Marconi wishes to pursue a CIP Initiative, it shall identify the CIP
      Initiative to the Supplier, and the review, approval and implementation of
      the CIP Initiative shall be dealt with in accordance with Change Control
      or as a Project.

3.    CIP REGISTER

      The Supplier shall maintain a register (in a format reasonably agreed
      between the Parties) to record, monitor the progress of, and provide an
      audit trail of all identified CIP Initiatives.


                                                                               2
<PAGE>
                                                      SCHEDULE 19 - BENCHMARKING

                                   SCHEDULE 19

                                  BENCHMARKING

1.    DEFINITIONS

1.1   In this Schedule, the following additional definitions apply, unless the
      context otherwise requires:

      "ASSESSMENT" means any of the exercises to which Paragraph 2.1 refers in
      relation to any or all of the Services;

      "BENCHMARKER" means the third party appointed to undertake an Assessment
      in accordance with Paragraph 3.1;

      "BENCHMARK CHARGE" means the charge within the Normalised Data Sample that
      is either equal to the Notional Benchmark Amount or (in the absence of
      such a charge) the next higher charge that is closest to the Notional
      Benchmark Amount (in either case regardless of whether or not there is
      more than one charge satisfying that description);

      "FIRST UNIT CHARGES" means the charges which the Supplier proposes shall
      take, or (as the case may be) have taken, effect from the beginning of the
      third Service Year;

      "NORMALISED DATA SAMPLE" means a sample of data relating to contracts in
      accordance with Paragraph 4.2;

      "NOTIONAL BENCHMARK AMOUNT" means[***];

      "RELEVANT SERVICES" means the Services within the scope of an Assessment;

      "SERVICE YEAR" in relation to a Relevant Service, means each period of
      twelve (12) months or part thereof during the term of this Agreement
      commencing on the Cutover of those Relevant Services, and each anniversary
      thereof.

1.2   All references in this Schedule 19 (Benchmarking) to the Charges shall for
      the avoidance of doubt include the First Unit Charges.

2.    TYPES OF ASSESSMENT

                                       1
<PAGE>
                                                      SCHEDULE 19 - BENCHMARKING

2.1   Subject to the terms of this Schedule 19 (Benchmarking), Marconi shall be
      entitled from time to time by notice to the Supplier to undertake one or
      more of the following exercises in relation to the Services described in
      the notice:

      (a)   Value for Money Benchmarking in accordance with Paragraph 4;

      (b)   Service Management Performance Assessment in accordance with
            Paragraph 5; and

      (c)   Stakeholder Satisfaction Survey in accordance with Paragraph 6.

2.2   Marconi shall not be entitled:

      (a)   to undertake the same Assessment in relation to the same Relevant
            Services more than once during any period of twelve months, and for
            this purpose time shall start to run from the date on which the
            Assessment commences; or

      (b)   to conduct Value for Money Benchmarking in relation to any Services
            at any time before the beginning of the third Service Year, but
            without prejudice to Marconi's right to prepare for undertaking any
            such Assessment with effect from the beginning of the third Service
            Year.

3.    APPOINTMENT OF BENCHMARKER

3.1   APPOINTMENT

(1)   Any third party appointed to undertake an Assessment shall be appointed
      jointly by the Parties, or failing agreement between them within ten (10)
      Business Days from the date of a notice served on the Supplier by Marconi
      for the purpose of this Paragraph 3, by Marconi acting in accordance with
      Paragraph 3.1(2).

(2)   Subject to Paragraph 3.1(3), Marconi shall appoint:

      (a)   one of Gartner Group, Morgan Chambers, TPI or any successor to any
            of their benchmarking businesses; or

      (b)   any other suitably qualified and experienced person,

                                       2
<PAGE>
                                                      SCHEDULE 19 - BENCHMARKING

      provided that in any case the appointee is able and willing to act and
      that, at the time of the appointment, the appointee has no manifest
      conflict of interest in his dealings with the Supplier or any of its
      Approved Sub-contractors, whether as a result of being a direct competitor
      of the Supplier or any of its Approved Sub-contractors, or otherwise.

(3)   In relation to Value for Money Benchmarking, Marconi shall not appoint any
      third party who is unable for the purposes of the Assessment to compile a
      Normalised Data Sample.

3.2   TERMS OF APPOINTMENT

      In all cases the terms of appointment of the Benchmarker shall include:

      (a)   a commitment by the Parties to supply the Benchmarker with the
            assistance, documents and information it requires for the purpose of
            the Assessment and, in the case of the Supplier, a commitment to use
            all reasonable endeavours to procure that its sub-contractors do the
            same;

      (b)   a requirement on the Benchmarker:

            (i)   to use a Normalised Data Sample for the purpose of Value for
                  Money Benchmarking; and

            (ii)  give its determination within twenty eight (28) Business Days
                  or (if longer) such other reasonable period, and to hold
                  professional indemnity insurance both then and for three (3)
                  years following the date of its report; and

      (c)   a requirement that the Benchmarker be subject to duties of
            confidentiality no less stringent than the provisions of Clause 16
            (Confidentiality) of this Agreement.

3.3   CONFIDENTIALITY OF RESULTS

      The results of the Assessment shall be deemed to be the Confidential
      Information of each Party for the purposes of Clause 16 (Confidentiality).

3.4   CHARGES OF THE BENCHMARKER

                                                                               3
<PAGE>
                                                      SCHEDULE 19 - BENCHMARKING

(1)   Subject to Paragraph 2.4(2), the reasonable charges of the Benchmarker for
      the Assessment shall be for Marconi's account, provided that if the
      charges of a Benchmarker, which could have been appointed except for being
      a direct competitor of the Supplier, are lower than those of the
      appointee, the difference shall be for the Supplier's account.

(2)   Where the Supplier requests that the Benchmarker's report includes any of
      the additional information to which Paragraph 4.1(2)(a) to (c) refers, and
      Marconi does not require that information, then the costs of the
      Benchmarker in providing that additional information shall be for the
      Supplier's account.

4.    VALUE FOR MONEY BENCHMARKING

4.1   PURPOSE

(1)   The Parties acknowledge that the purpose of Value for Money Benchmarking
      shall in all cases include a determination of where the Charges for the
      Relevant Services in question stand in relation to the Benchmark Charge,
      but shall include other purposes which the Parties agree and are accepted
      by the Benchmarker.

(2)   The report of the Benchmarker may include at the request of either Party
      (and if accepted by the Benchmarker) the following information, in
      addition to the determination to which Paragraph 4.1(1) refers:

      (a)   the identity of market competitors to the Supplier;

      (b)   trends in pricing of services in the field of the Relevant Services;
            and

      (c)   comparisons to services in the field of the Relevant Services
            provided to undertakings engaged in the same industry sector as the
            Marconi Group.

4.2   NORMALISED DATA SAMPLE

(1)   The data sample to be used for the purposes of a Value for Money
      Benchmarking shall be a normalised sample, including service charges, of
      not less that [***]contracts for the provision of services (whether alone
      or together with other services) within the field of the Relevant Services
      and prepared in accordance with Paragraph 4.2(2); the Benchmarker may take
      into account any greater number of such contracts as he may reasonably
      determine.

                                                                               4
<PAGE>
                                                      SCHEDULE 19 - BENCHMARKING

(2)   The Benchmarker may (acting reasonably) determine the contracts to be
      taken into account for the purposes of the sample, but he shall adjust the
      information taken into account from those contracts to reflect the
      following factors:

      (a)   the nature and volumes of the Relevant Services;

      (b)   the performance of the Relevant Services against the Service Level
            Agreement in the period up the date on which the Value for Money
            Benchmarking commences;

      (c)   the provisions of the Service Level Agreement applicable to the
            Relevant Services;

      (d)   differences in relation to taxes, levies, exchange controls, laws
            and regulations, and prevailing trade conditions between the
            territories in which the Relevant Services are provided;

      (e)   the degree of satisfaction of the service levels or metrics required
            under the relevant contract to be met by the services within the
            field of the Relevant Services;

      (f)   liabilities accepted by the Supplier and Approved Subcontractors
            when entering into this Agreement and the Asset Transfer Agreement;
            and

      (g)   [***].

4.3   THE BENCHMARKER'S REPORT

(1)   [***].

(2)   The Benchmarker acts as an expert and not an arbitrator and the provisions
      of this Paragraph 4 are not a quasi-judicial procedure.

4.4   IMPLICATIONS OF THE BENCHMARKER'S REPORT

(1)   Subject to Paragraph 4.4(2), where the Benchmarker concludes that the
      Charges for the Relevant Services are greater than the Benchmark Charge
      (the difference being the "Delta"), the Supplier shall consider his report
      and within twenty eight (28) days of the date of receipt of the report by
      the Supplier, make reasonable proposals in writing to Marconi

                                                                               5
<PAGE>
                                                      SCHEDULE 19 - BENCHMARKING

      [***]

      [***]

      [***]

      [***]

      [***] .

(2)   The Supplier's proposals under Paragraph 4.4(1) may comprise all or any
      combination of the matters to which Paragraph 4.4(1)(a) and (b) refers,
      except that the Supplier shall in any event submit a proposal in
      compliance with Paragraph 4.4(1)(a)(i).

(3)   Marconi shall within twenty eight (28) days from receipt of the Supplier's
      proposal(s) under Paragraph 4.4(1) inform the Supplier which of the
      proposal(s) it requires to be implemented, and in default of doing so,
      Marconi shall be deemed to have selected[***].

(4)   Subject to Paragraphs 4.4(5) and (6), the Parties shall implement
      whichever of the Supplier's proposal(s) Marconi selects[***].

(5)   [***]

      [***]

      [***]

(6)   [***].

4.5   REGULATED ACTIVITIES

      Where any Relevant Services constitute or are subject to Regulated
      Activities, any changes to the Charges which would otherwise be required
      as a result of Paragraph 4.4 shall only take effect in accordance with
      Clause 3.7(2) (Regulated Activities).

5.    SERVICE MANAGEMENT REVIEW

5.1   PURPOSE

                                                                               6
<PAGE>
                                                      SCHEDULE 19 - BENCHMARKING

      The Purpose of the service management review is to assess whether or not
      the Supplier is meeting its Services obligations effectively and whether
      improvements should be made.

5.2   SCOPE AND TERMS OF ENGAGEMENT

(1)   The Benchmarker shall be required to conduct a Service Management
      assessment covering the following key areas:

      (a)   key Service Management processes of:

            (i)   problem management;

            (ii)  Change management; and

            (iii) Help Desk;

      (b)   performance and management reporting;

      (c)   meeting effectiveness;

      (d)   contract and relationship management; and

      (e)   billing.

(2)   The Services Management benchmark will examine the effectiveness and
      efficiency in performing the areas identified above, specifically
      covering:

      (a)   interfaces between the Supplier and Marconi's operational employees
            and Marconi's other third party service providers (if relevant);

      (b)   pro-active analysis and recommendations in the performance reports;

      (c)   the accuracy of the billing report information; and

      (d)   the knowledge, ability, helpfulness and efficiency of the helpdesk;
            and

      (e)   the efficiency of performing Changes.

(3)   The Services Management Review will consider the prevailing operational
      processes and whether the processes are being adhered to.

                                                                               7
<PAGE>
                                                      SCHEDULE 19 - BENCHMARKING

5.3   AUDIT

      The foregoing provisions of this Paragraph 5 do not affect Schedule 12
      (Audit).

6.    STAKEHOLDER SATISFACTION REVIEW

6.1   PURPOSE

      A survey of key Marconi business stakeholders identified by Marconi to
      determine the level of satisfaction of those stakeholders in relation to
      the Services actually received.

6.2   SCOPE AND TERMS OF ENGAGEMENT

      The Benchmarker shall be required to develop a questionnaire in
      conjunction with Marconi and the Supplier, obtaining business stakeholder
      views on the Supplier's:

      -     level of pro-active support;

      -     change support and responsiveness;

      -     problem identification and resolution effectiveness;

      -     helping the business to plan for the future through technology
            leadership;

      -     basic service delivery effectiveness;

      -     project delivery success and consistency;

      -     value add for exploitation of technology and other CIP Initiatives;

      -     quality of communications; and

      -     overall achievement of Marconi's stated business aims and
            objectives.

7.    ACTIONS ARISING FROM A BENCHMARKING EXERCISE

      Subject to Paragraph 4.4, the Parties shall (acting through the IT
      Governance Team) consider any other recommendations of the Benchmarker,
      with any Changes arising as a result thereof being subject to Change
      Control.

                                                                               8
<PAGE>
                                                        SCHEDULE 20 - GOVERNANCE

                                   SCHEDULE 20

                                   GOVERNANCE

1.    PURPOSE

1.1   The purpose of this Schedule 20 (Governance) is to detail the framework
      that needs to be established to plan, direct and monitor the delivery of
      the Services.

1.2   Specifically this Schedule covers:

      -     management roles & responsibilities including:

            -->   account & relationship management;

            -->   contract management;

            -->   service performance; and

            -->   associated governance activities.

      -     controlling bodies;

      -     meetings (purpose, constitution, frequency, location);

      -     reporting; and

      -     performance monitoring.

1.3   This Schedule 20 (Governance) is not intended to replace the Supplier's
      operational management structures necessary to deliver the Services nor
      any Project specific governance structures that may be agreed from time to
      time.

1.4   Marconi and the Supplier acknowledge that the governance structures
      outlined in this Schedule may evolve over time as the relationship
      matures.

2.    GUIDING PRINCIPLES

2.1   All governance activity shall comply with the following guiding
      principles:

      -     Marconi will be responsible for strategy and the Supplier will be
            responsible for operational matters;

      -     the focus of the governance structures shall be to ensure that all
            activities remain aligned to Marconi's business strategies and
            objectives;

                                                                               1
<PAGE>
                                                        SCHEDULE 20 - GOVERNANCE

      -     Marconi will chair meetings and have the casting vote (for the
            avoidance of doubt, where decisions relate to proposed Changes,
            those Changes will be implemented through Change Control);

      -     the governance organisational structures will, to the extent
            applicable, be mirrored by both Marconi and the Supplier;

      -     all members of governing bodies, and all attendees of governance
            meetings, will be of appropriate seniority and with appropriate
            levels of empowerment to take necessary decisions and actions; and

      -     minutes of all meetings will be produced and circulated within two
            (2) weeks of the meeting date.


3.    GOVERNANCE STRUCTURE

      The governance structure shall be as detailed in the following diagram:

                    OUTSOURCED SERVICE GOVERNANCE STRUCTURE

<TABLE>
<CAPTION>
                          CORPORATE IT GOVERNANCE BOARD
--------------------------------------------------------------------------------
<S>                                          <C>
                                             - Service Credit Recommendations

                                             - Service Change Requests for

- IT Strategic Plan                          Commercial Approval

- Approvals                                  - Business Demand Plans

                                             - Technology Change Recommendations

                                             - Unresolved Issues
</TABLE>

<TABLE>
<CAPTION>
                           REGIONAL GOVERNANCE BOARDS
--------------------------------------------------------------------------------
<S>      <C>       <C>         <C>      <C>            <C>              <C>
UK &     Italy     Germany     CALA     US Network     US Wireless      US BBRS
ROW                                     Components     Software and
                                                       Services
</TABLE>


                                                                               2
<PAGE>
                                                        SCHEDULE 20 - GOVERNANCE

4.    GOVERNANCE BOARDS

4.1   CORPORATE IT GOVERNANCE BOARD

(1)   The Corporate IT Governance Board is the main governing body for this
      Agreement.

(2)   The Corporate IT Governance Board is primarily responsible for managing
      the relationships between the Parties and performance of the Services by
      the Supplier.

(3)   More specifically, the Corporate IT Governance Board will be generally
      responsible for:

      -     implementing and maintaining the strategic direction for this
            Agreement;

      -     seeking to ensure that the governance principles outlined in this
            Schedule 20 (Governance) are adhered to;

      -     seeking to ensure that the Parties' respective organisational
            support models are aligned so as to effectively and efficiently
            deliver the Services to the Marconi Group's business community;

      -     defining, implementing and maintaining the communications framework
            between the Parties;

      -     reviewing recommendations from the Regional Governance Boards;

      -     monitoring and reviewing the performance of the Services against
            agreed service levels and making recommendations regarding service
            credits; and

      -     reviewing proposed Changes to this Agreement (the implementation of
            which will be subject to Change Control).

4.2   REGIONAL GOVERNANCE BOARDS

(1)   There shall be seven (7) Regional Governance Boards:

      -     UK & "Rest of World";

      -     Italy;

      -     Germany;

      -     CALA;

      -     US (Broadband Routing and Switching);

                                                                               3
<PAGE>
                                                        SCHEDULE 20 - GOVERNANCE

      -     US (Network Components); and

      -     US (Wireless Software and Services).

(2)   There are two main roles for each of the Regional Governance Boards:

      (a)   Service Review; and

      (b)   Solutions Provision.

(3)   The "SERVICE REVIEW" role of each of the Regional Governance Boards is to
      monitor the provision of the Services in their respective regions, with a
      view to seeking to ensure that the Services being delivered in accordance
      with the Service Level Agreement, and that internal customer satisfaction
      is being achieved. More specifically, each of the Regional Governance
      Boards shall be responsible for:

      -     monitoring internal Marconi Group customer satisfaction;

      -     monitoring the Supplier's performance against the Service Level
            Agreement (including the accrual of service credits) and reporting
            on the same to the Corporate IT Governance Board;

      -     considering and making recommendations regarding potential Changes
            and/or Projects;

      -     reviewing CIP Initiatives and making recommendations as appropriate;
            and

      -     reporting issues to the Corporate IT Governance Board for
            consideration as appropriate.

(4)   The "SOLUTIONS PROVISION" role of each of the Regional Governance Boards
      is to ensure that the proposed Changes and Projects are designed and
      delivered in accordance with agreed Marconi business requirements and IT
      architecture principles and standards. More specifically, the Regional
      Governance Boards shall be responsible for:

      -     reviewing and providing feedback regarding business and IT
            requirements;

      -     monitoring implementation of approved Changes and Projects;

                                                                               4
<PAGE>
                                                        SCHEDULE 20 - GOVERNANCE

      -     building and prioritising plans for proposed Changes and Projects in
            accordance with Marconi's IT strategic plan;

      -     assisting to ensure that proposed Changes and Projects are
            consistent with Marconi's IT and business strategy;

      -     identifying relevant industry, business and technology trends and
            proposing ways in which they can be harnessed to the benefit of
            Marconi;

      -     monitoring and review Project performance against the agreed
            Schedule of Work for that Project; and

      -     reporting issues to the Corporate IT Governance Board as
            appropriate.

5.    MEMBERSHIP & FREQUENCY OF MEETINGS

5.1   MEETINGS OF GOVERNANCE BOARDS

      The following table is an outline of the proposed membership and meeting
      frequency for each of the governance boards listed above.

      The Parties acknowledge that the details currently set out below are
      incomplete, and shall work together in good faith to attempt to agree and
      document the membership and meeting frequency for such governance boards
      as soon as reasonably practicable following the Commencement Date.

      Marconi members of the relevant Boards shall be as reasonably nominated by
      Marconi.

<TABLE>
<CAPTION>
                          MEMBERS
                          --------------
BOARD                     MARCONI           THE SUPPLIER                 FREQUENCY
----------------------    --------------    -------------------------    ----------------------

<S>                       <C>               <C>                          <C>
Corporate IT                                Global Account Director      Initially as required,
                                                                         moving to Quarterly

                                            Global Service Delivery
                                            Director

                                            Global Chief Architect


Regional Governance                         Service Delivery Manager     Initially as required,
Board - UK                                                               moving to Monthly

                                            Line of Service Leads -
                                            (as appropriate)

                                            Application Delivery
                                            Manager
</TABLE>

                                                                               5
<PAGE>
<TABLE>
<CAPTION>
                          MEMBERS
                          --------------
BOARD                     MARCONI           THE SUPPLIER                 FREQUENCY
----------------------    --------------    -------------------------    ----------------------

<S>                       <C>               <C>                          <C>

Regional Governance                         Service Delivery Manager     Initially as required,
Board -  CALA                                                            moving to Monthly

                                            Line of Service Leads -
                                            (as appropriate)

                                            Application Delivery
                                            Manager


Regional Governance                         Service Delivery Manager     Initially as required,
Board - Italy                                                            moving to Monthly

                                            Line of Service Leads -
                                            (as appropriate)

                                            Application Delivery
                                            Manager


Regional Governance                         Service Delivery Manager     Initially as required,
Board - Germany                                                          moving to Monthly

                                            Line of Service Leads -
                                            (as appropriate)

                                            Application Delivery
                                            Manager


Regional Governance                         Service Delivery Manager     Initially as required,
Board -  US (Broadband                                                   moving to Monthly
Routing and Switching)                      Line of Service Leads -
                                            (as appropriate)

                                            Application Delivery
                                            Manager


Regional Governance                         Service Delivery Manager     Initially as required,
Board -  US (Network                                                     moving to Monthly
Components)                                 Line of Service Leads (as
                                            appropriate)

                                            Application Delivery
                                            Manager


Regional Governance                         Service Delivery Manager     Initially as required,
Board -  US (Network                                                     moving to Monthly
Components)                                 Line of Service Leads (as
                                            appropriate)

                                            Application Delivery
                                            Manager
</TABLE>

Note that all boards shall reserve the right to invite other attendees as
appropriate and to meet on an ad-hoc basis as appropriate

                                                                               6
<PAGE>
                                                        SCHEDULE 20 - GOVERNANCE

5.2   ADDITIONAL MEETINGS

      In addition to the meetings of the Governance Boards outlined in Paragraph
      5.1, the following persons and/or committees shall meet for the purpose
      and at the frequency set out below:

<TABLE>
<CAPTION>
INTERFACES AND MEETINGS
--------------------------------------------------------------------------------
MARCONI       THE SUPPLIER     MEETINGS
---------     ------------     -------------------------------------------------
<S>           <C>              <C>
CORPORATE

Finance       Finance          Regular meetings at no less than monthly for
Manager       Manager          agreement, authorization, monitoring and
                               reconciliation of Charges.

IT

Project       Application      Regular meetings at no less than monthly to
Office        Delivery         ensure resources are available to deliver
              Manager          Projects, and to monitor Project progress against
                               agreed deliverables.
</TABLE>

5.3   ATTENDANCE BY THIRD PARTIES AT MEETINGS.

      The Parties acknowledge that it may be appropriate to invite third parties
      to attend and participate as a guest in meetings (or a relevant part of
      them) from time to time. Any such attendance shall be by invitation only,
      and shall be subject to the prior consent of both Parties.

      For example, it is anticipated that BT will generally be invited to attend
      meetings of the Regional Governance Boards where operational matters
      regarding the Network Services are to be discussed (although this is
      subject to the prior consent of both Parties).

                                                                               7
<PAGE>
                                                        SCHEDULE 20 - GOVERNANCE

6.    REPORTING REQUIREMENTS

      The Supplier shall each report to the other as set out below. The format
      of these reports shall be agreed between the Parties as soon as possible
      following the Commencement Date, taking into account Marconi's reasonable
      requirements.

<TABLE>
<CAPTION>
REPORT TYPE:          DESCRIPTION                  CORPORATE     REGIONAL      FREQUENCY    ORIGINATOR
------------------    -------------------------    GOVERNANCE    GOVERNANCE
                                                   BOARD         BOARDS
                                                   ----------    ----------    ---------    ----------
<S>                   <C>                          <C>           <C>           <C>          <C>
SERVICE REPORTS

Service Level         Report detailing actual      Global        Regional      Monthly         CSC
reports               service levels achieved
                      by the Supplier against
                      target service levels.

Balanced Scorecard    Measures of relationship     Global        Regional      Monthly         CSC
                      /performance; form and
                      content to be reasonably
                      agreed between the
                      Parties during True-Up

Customer              Summary of results                         Regional      Monthly         CSC
Satisfaction          regular customer
reports               satisfaction surveys
                      carried out by supplier
                      (of a representative
                      sample of no less than 5%
                      of the relevant user
                      base).

Change Reports        Changes summary for          Global        Regional      Monthly         CSC
                      previous month, including
                      details of both proposed
                      and agreed Changes.

Demand Reports        Report detailing level of                  Regional      Monthly         CSC
                      demand during the
                      previous month,
                      including in relation to
                      the following:
                      Projects;   Tasks;  Help
                      Desk Calls;  New PCs;
                      and  Resource Utilisation.

Dispute/Issue         Summary list of disputes     Global        Regional      Monthly         CSC
Reports               / issues during previous
                      month, including status,
                      proposed solutions,
                      timeframes, etc.

</TABLE>


                                                                               8
<PAGE>
                                                        SCHEDULE 20 - GOVERNANCE

<TABLE>
<CAPTION>
REPORT TYPE:          DESCRIPTION                  CORPORATE     REGIONAL      FREQUENCY    ORIGINATOR
------------------    -------------------------    GOVERNANCE    GOVERNANCE
                                                   BOARD         BOARDS
                                                   ----------    ----------    ---------    ----------
<S>                   <C>                          <C>           <C>           <C>          <C>

COMMERCIAL /FINANCIAL REPORTS

Budget Reports        Details of actual charges    Global        Regional      Monthly         CSC
                      against budgeted charges.

Invoice Reports       Details of actual                          Regional      Monthly         CSC
                      invoices against forecast
                      invoices.

Service Credit        Details of services                        Regional      Monthly         CSC
Reports               credits and service
                      credit points accrued, as
                      required pursuant to
                      Schedule 5 (Service
                      Credits).

Continuous            Details of Continuous        Global        Regional      Monthly         CSC
Improvement           improvement initiatives
Initiative            identified by Marconi or
Proposals             CSC to save money or
                      improve service.

PROJECT REPORTS

Project Review        Summary of progress                        Regional      Monthly         CSC
Reports               against plan (time &
                      cost) for key projects

</TABLE>

                                                                               9



<PAGE>
                                          SCHEDULE 21 - APPROVED SUB-CONTRACTORS


                                  SCHEDULE 21

                            APPROVED SUB-CONTRACTORS

1.    LIST OF APPROVED SUBCONTRACTORS

      The Supplier shall maintain a current list of all approved sub-contractors
      detailing who they are, a listing of services the sub-contractors perform
      for Marconi, and in which locations these sub-contractors deliver these
      services.

2.    CHANGES TO LIST OF APPROVED SUBCONTRACTORS

      All proposed changes to this list of approved subcontractors must be
      approved by Marconi prior to the Supplier contracting with such
      sub-contractors.

3.    APPROVED SUBCONTRACTORS AT COMMENCEMENT DATE

      The list of approved sub-contractors as at the Commencement Date is as
      follows:

      [***]

      [***]

      [***]


                                                                               1
<PAGE>
                                      SCHEDULE 22 - ASSUMPTIONS AND DEPENDENCIES


                                  SCHEDULE 22

                          ASSUMPTIONS AND DEPENDENCIES

1.    ASSUMPTIONS

      The Charges specified in Schedule 4 (Charges) are based on the assumptions
      listed in this Paragraph 1. To the extent that such assumptions prove to
      be incorrect, the Charges may be adjusted as part of the True Up Process.

1.1   TRANSFERRING EMPLOYEES

[***]

[***]

[***]

[***]

1.2   INFRASTRUCTURE AND APPLICATIONS

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]


                                                                               2
<PAGE>
                                      SCHEDULE 22 - ASSUMPTIONS AND DEPENDENCIES


[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

1.3   TRANSITION

      [***]

1.4   MISCELLANEOUS

[***]

[***]

[***]

[***]

[***]

2.    DEPENDENCIES

      The following are the Dependencies for the IT and Network Services.
      Marconi's failure to observe the Dependencies shall not constitute a
      breach of contract but shall have the effect of discharging the Supplier
      in whole or part from providing the Services or the Exit Arrangements as
      specified in Clause 3.1 (Operational Responsibility).


                                                                               3
<PAGE>
                                      SCHEDULE 22 - ASSUMPTIONS AND DEPENDENCIES


2.1   TRANSFERRING EMPLOYEES

      Marconi will provide or make available sufficient information regarding
      the skills and roles of potential Transferring Employees to reasonably
      enable Marconi, the Supplier and BT to seek to determine and agree between
      themselves, before the applicable Cutover, which of those Transferring
      Employees will transfer to the Supplier and which Employees will transfer
      to BT.

2.3   TRANSITION

      Marconi will perform the customer tasks, participate in the review status
      meetings and provide any relevant information in a timely manner, as
      required pursuant to Exhibit 1 (Transition Project).

2.4   MANNER OF PROVIDING OF THE SERVICES

      Subject to the provisions of the Master Services Agreement, the Asset
      Transfer Agreement and the BT Asset Transfer Agreement, the Supplier (and
      to the extent applicable, BT) will be permitted to change the manner of
      provision of the Services (for example, by consolidating data centres) in
      reasonable consultation with Marconi, provided that such change does not:

      (a)   have a material negative impact upon the business of the Marconi
            Group (including taking into account any additional training
            required);

      (b)   have a material negative impact on the Supplier's or BT's delivery
            of the Services and/or the service levels to which they are
            provided; or

      increase any of the Charges or increase, to a material extent, any of the
      Marconi Group's retained costs or expenses.

2.5   ACCESS TO ASSETS

      Marconi shall make available to the Supplier and its Approved
      Subcontractors, during the term of this Agreement and free of charge,
      access to the Sites and Marconi Assets as reasonably required for the
      provision of the Services in accordance with this Agreement.


                                                                               4
<PAGE>
                                                SCHEDULE 23 - FORM OF GUARANTEES


                                  SCHEDULE 23

                               FORM OF GUARANTEES

PART 1:     MARCONI FORM OF GUARANTEE (CLAUSE 2.13(1))

FROM:       [Insert details of relevant member of Marconi Group] (the
            "GUARANTOR")

TO:         (1) [CSC INTERNATIONAL SYSTEMS MANAGEMENT INC., a company
            incorporated in Nevada, USA, whose principal place of business is at
            2100 East Grant Avenue, El Segundo, CA 90245, USA ("CSC")]

            (2) [BRITISH TELECOMMUNICATIONS PLC, a company incorporated under
            the laws of England and Wales with registered number 1800000 and
            whose registered office is at 81 Newgate Street, London, EC1A 7AJ
            ("BT")]

DATED:                                2002

RECITALS

(A)   (3) [Marconi Corporation plc ("MARCONI") (1), Marconi Communications
      Limited (2) and CSC (3) have entered into agreements known as the Master
      Services Agreement and the Asset Transfer Agreement in connection with the
      provision of certain information technology services by CSC, both dated
      - 2002 ("THE AGREEMENTS").]

      (4) [Marconi Corporation plc ("MARCONI") (1), CSC International System
      Management Inc ("CSC") (2) and Marconi Communications Limited ("MCL") (3)
      have entered into an agreement known as the Master Services Agreement in
      connection with the provision of certain information technology and
      network

----------

(1) Include where the Guarantee is to be given in favour of CSC.

(2) Include where the Guarantee is to be given in favour of BT.

(3) Include where the Guarantee is to be given in favour of CSC.

(4) Include where the Guarantee is to be given in favour of BT.


                                                                               1
<PAGE>
                                                SCHEDULE 23 - FORM OF GUARANTEES


      services by CSC, dated - 2002. BT is an Approved Subcontractor under the
      Master Services Agreement and is entitled to enforce the benefits
      conferred on it under Clauses 2.13(1) (Guarantees) and 25.2(4)(Claims
      against Approved Sub-Contractors) of that agreement. In addition, Clause
      25.1(c) (Assignment or Transfer) of the Master Services Agreement entitles
      CSC to assign certain benefits, claims and rights to BT. In addition,
      Marconi, MCL, CSC and BT have entered into an agreement known as the BT
      Asset Transfer Agreement dated - 2002 providing for the transfer of
      certain assets and staff to the BT Group for the purpose of or in
      connection with the provision of "Network Services" (as defined in the
      Master Services Agreement) under the Master Services Agreement. For the
      purposes of this deed, the provisions of the Master Services Agreement
      which BT is entitled to enforce (either directly or pursuant to an
      assignment by CSC as aforesaid) and the BT Asset Transfer Agreement are
      collectively known as "THE AGREEMENTS". ]

(B)   Terms used in this deed which are defined in the Agreements have the same
      meaning as is ascribed to them in the Agreements unless the context
      otherwise requires. All references in this deed to clauses and schedules
      are to clauses and schedules in the Agreements.

(C)   The Guarantor agrees and undertakes to guarantee all of the obligations of
      Marconi as stated in this deed.

NOW THIS DEED WITNESSETH as follows:

1.    GUARANTEE

      If Marconi fails to comply with any of its representations, warranties or
      undertakings in any of the Agreements (each such representation, warranty
      or undertaking being an "OBLIGATION") by the due date, then the Guarantor
      guarantees as primary obligor that it shall on demand by [CSC][BT](5)
      immediately perform and discharge the representations, warranties and
      undertakings of Marconi.

----------

(5) Delete as applicable.


                                                                               2
<PAGE>
                                                SCHEDULE 23 - FORM OF GUARANTEES


2.    CONTINUING GUARANTEE

      The guarantee set out in Clause 1 (Guarantee) (a) is a continuing
      guarantee and shall remain in force and effect until Marconi has performed
      and discharged all of its Obligations, and (b) is additional to (and not
      in substitution for) any other security or guarantee which is or may be
      held by any member of the [CSC][BT](6) Group from time to time in respect
      of the obligations of Marconi under the Agreements.

3.    NO RELEASE

      The Guarantor's liability under Clause 1 (Guarantee) shall not be affected
      by any concession, time, indulgence or release granted by [CSC][BT](7) or
      any member of the [CSC][BT](8) Group to Marconi or by any payment or other
      dealing or anything else (whether by or relating to Marconi, any other
      member of the Marconi Group, any co-guarantor or any other person) which
      would, but for this Clause 3 (No release), operate to discharge or reduce
      that liability.

4.    INVALIDITY OR UNENFORCEABILITY OF GUARANTEE

      If anything (including any legal limitation, disability, liquidation or
      other incapacity on the part of Marconi or any disclaimer by a liquidator
      causes any of the Obligations and/or the guarantee set out in Clause 1
      (Guarantee) to be or become invalid or unenforceable, then the Guarantor
      shall perform and discharge all of Marconi's obligations under the
      Agreements as if they were the primary obligations of the Guarantor.

5.    NO DEDUCTION

      The Guarantor shall make any payments due from it under Clause 1
      (Guarantee) in full, without any deduction or withholding, in respect of
      any claim (whether by way of set-off, counterclaim or otherwise) asserted
      from time to time by Marconi

----------

(6) Delete as applicable.

(7) Delete as applicable.

(8) Delete as applicable.


                                                                               3
<PAGE>
                                                SCHEDULE 23 - FORM OF GUARANTEES


      or any member of the Marconi Group against [CSC][BT](9) or any member of
      the [CSC][BT](10) Group under the Agreements or in respect of any other
      matter or thing.

6.    NO EXERCISE OF SET OFF-RIGHTS

      The Guarantor shall not exercise any rights which it may have against
      Marconi or any other member of the Marconi Group arising from or otherwise
      relating to its guarantee under Clause 1 (Guarantee) or its other
      obligations under this deed unless and until all of the Obligations of
      Marconi have been performed and discharged.

7.    ENFORCEMENT

      [CSC][BT](11) may claim under the guarantee set out in Clause 1
      (Guarantee) without first making demand of Marconi or taking any action to
      claim under or enforce any other right, security or other guarantee which
      it may hold from time to time in respect of the Obligations provided that
      [CSC/BT](12) shall have given no less than 21 days notice to Marconi of
      such demand and Marconi has failed to remedy its failure.

8.    UNCONDITIONAL AND IRREVOCABLE GUARANTEE

      The Guarantor's obligations under this deed, including its guarantee under
      Clause 1 (Guarantee), are unconditional and irrevocable.

9.    GOVERNING LAW AND JURISDICTION

      The provisions of Clauses [18](13) [20](14) and 37 (Governing Law and
      Jurisdiction) of the [Asset Transfer Agreement](15) [BT Asset Transfer
      Agreement](16) and

----------

(9) Delete as applicable.

(10) Delete as applicable.

(11) Delete as applicable.

(12) Delete as applicable.

(13) Include where the Guarantee is in favour of CSC.

(14) Include where Guarantee is in favour of BT

(15) Include where the Guarantee is in favour of CSC.

(16) Include where Guarantee is in favour of BT


                                                                               4
<PAGE>
                                                SCHEDULE 23 - FORM OF GUARANTEES


      Master Services Agreement for the provision of IT and Project Services
      respectively shall apply to this deed, mutatis mutandis.

This Deed has been duly executed as a deed on the date stated above.

EXECUTED and DELIVERED                      )
as a DEED by [RELEVANT MARCONI              )
GROUP MEMBER] acting by the                 )
two directors or a director and the         )
company secretary                           )

                                            Director

                                            Director/Secretary

EXECUTED and DELIVERED                      )
as a DEED by                                )
CSC INTERNATIONAL SYSTEMS                   )
MANAGEMENT INC. (17)                        )
two directors or a director and the         )
company secretary                           )

                                            Director

                                            Director/Secretary

----------

(17) Include where the Guarantee is in favour of CSC.


                                                                               5
<PAGE>
                                                SCHEDULE 23 - FORM OF GUARANTEES


EXECUTED and DELIVERED                      )
as a DEED by                                )
BRITISH TELECOMMUNICATIONS                  )
PLC(18)                                     )
two directors or a director and the         )
company secretary                           )

                                            Director

                                            Director/Secretary



----------

(18) Include where the Guarantee is in favour of BT.


                                                                               6

<PAGE>
                                                SCHEDULE 23 - FORM OF GUARANTEES


PART 2:     CSC FORM OF GUARANTEE (CLAUSE 2.13(2))

FROM:       Computer Sciences Corporation of 2100 East Grand Avenue, El Segundo,
            CA 90245, USA (the "GUARANTOR")

TO:         Marconi Corporation Plc of New Century Park, PO Box 53, Coventry,
            CV3 1HJ, United Kingdom ("MARCONI")

DATED:                                2002

RECITALS

(A)   CSC International Systems Management Inc ("CSC") (1) Marconi (2) and MCL
      (3) have entered into agreements known as the Asset Transfer Agreement and
      the Master Agreement in connection with the provision of certain
      information technology services by CSC, both dated - 2002 ("THE
      AGREEMENTS").

(B)   Terms used in this deed which are defined in the Agreements have the same
      meaning as is ascribed to them in the Agreements unless the context
      otherwise requires. All references in this deed to clauses and schedules
      are to clauses and schedules in the Agreements.

(C)   The Guarantor agrees and undertakes to guarantee all of the obligations of
      CSC as stated in this deed.

NOW THIS DEED WITNESSETH as follows:

1.    GUARANTEE

      If CSC fails to comply with any of its representations, warranties or
      undertakings in any of the Agreements (each such representation, warranty
      or undertaking being an "Obligation") by the due date, then the Guarantor
      guarantees as primary obligor that it shall on demand by Marconi
      immediately perform and discharge the representations, warranties and
      undertakings of CSC.

2.    CONTINUING GUARANTEE

      The guarantee set out in Clause 1 (Guarantee) (a) is a continuing
      guarantee and shall remain in force and effect until CSC has performed and
      discharged all of its Obligations, and (b) is additional to (and not in
      substitution for) any other security


                                                                               7
<PAGE>
                                                SCHEDULE 23 - FORM OF GUARANTEES


      or guarantee which is or may be held by any member of the Marconi Group
      from time to time in respect of the obligations of CSC under the
      Agreements.

3.    NO RELEASE

      The Guarantor's liability under Clause 1 (Guarantee) shall not be affected
      by any concession, time, indulgence or release granted by Marconi or any
      member of the Marconi Group to CSC or by any payment or other dealing or
      anything else (whether by or relating to CSC, any other member of the CSC
      Group, any co-guarantor or any other person) which would, but for this
      Clause 3 (No release), operate to discharge or reduce that liability.

4.    INVALIDITY OR UNENFORCEABILITY OF GUARANTEE

      If anything (including any legal limitation, disability, liquidation or
      other incapacity on the part of CSC or any disclaimer by a liquidator
      causes any of the Obligations and/or the guarantee set out in Clause 1
      (Guarantee) to be or become invalid or unenforceable, then the Guarantor
      shall perform and discharge all of CSC's obligations under the Agreements
      as if they were the primary obligations of the Guarantor.

5.    NO DEDUCTION

      The Guarantor shall make any payments due from it under Clause 1
      (Guarantee) in full, without any deduction or withholding, in respect of
      any claim (whether by way of set-off, counterclaim or otherwise) asserted
      from time to time by CSC or any member of the CSC Group against Marconi or
      any member of the Marconi Group under the Agreements or in respect of any
      other matter or thing.

6.    NO EXERCISE OF SET OFF-RIGHTS

      The Guarantor shall not exercise any rights which it may have against CSC
      or any other member of the CSC Group arising from or otherwise relating to
      its guarantee under Clause 1 (Guarantee) or its other obligations under
      this deed unless and until all of the Obligations of CSC have been
      performed and discharged.


                                                                               8
<PAGE>
                                                SCHEDULE 23 - FORM OF GUARANTEES


7.    ENFORCEMENT

      Marconi may claim under the guarantee set out in Clause 1 (Guarantee)
      without first making demand of CSC or taking any action to claim under or
      enforce any other right, security or other guarantee which it may hold
      from time to time in respect of the Obligations provided that Marconi
      shall have given no less than 21 days notice to CSC of such demand and CSC
      has failed to remedy its failure.

8.    UNCONDITIONAL AND IRREVOCABLE GUARANTEE

      The Guarantor's obligations under this deed, including its guarantee under
      Clause 1 (Guarantee), are unconditional and irrevocable.

9.    GOVERNING LAW AND JURISDICTION

      The provisions of Clauses 18 and 37 (Governing Law and Jurisdiction) of
      the Asset Transfer Agreement and Master Agreement for the provision of IT
      and Project Services respectively shall apply to this deed, mutatis
      mutandis.

This Deed has been duly executed as a deed on the date stated above.

EXECUTED and DELIVERED                      )
as a DEED by COMPUTER SCIENCES              )
CORPORATION acting by the                   )
two directors or a director and the         )
company secretary                           )

                                            Director

                                            Director/Secretary


                                                                               9
<PAGE>
                                                SCHEDULE 23 - FORM OF GUARANTEES


EXECUTED and DELIVERED                      )
as a DEED by                                )
MARCONI CORPORATION PLC                     )
two directors or a director and the         )
company secretary                           )


                                            Director

                                            Director/Secretary


                                                                              10
<PAGE>
                                                  EXHIBIT 1 - TRANSITION PROJECT


                                   EXHIBIT 1

                               TRANSITION PROJECT

1.    OVERVIEW

      The purpose of this Exhibit 1 (Transition Project) is to outline the key
      transition activities constituting the Transition Project, the key
      milestones relating to those activities and the responsibilities of each
      of the Parties in relation to those key activities and milestones.

      The Parties acknowledge and agree that some of the activities and
      obligations listed in this Exhibit 1 (Transition Project) may have been
      completed or fulfilled by the Supplier pursuant to the terms of an
      agreement between the Supplier and Marconi dated 8 April 2003 (the
      "TRANSITION SERVICES AGREEMENT"), and that to the extent that such
      activities and or obligations have been so completed or fulfilled under
      the Transition Services Agreement, those activities shall be deemed to
      have been completed or fulfilled pursuant to this Agreement.

2.    PROJECT PLAN

2.1   OVERVIEW

      The Transition Project consists of two Phases:

      -     PHASE 1 - United Kingdom, Ireland, US ,Canada,

      -     PHASE 2 - Italy, Germany and Rest of the World

      High level plans outlining the key milestones and deliverables for each
      Phase are set out in Paragraphs 2.2 and 2.3 (together, the "PROJECT PLAN")
      .

      Marconi and the Supplier will work together to further develop and
      finalise the Project Plan in accordance with the key milestones set out
      below.

2.2   GENERAL PROJECT PLAN

      For the General Project Plan, refer to the diagram attached as Appendix A
      to this Exhibit 1(Transition Project). This will be further developed
      during the initial Transition phase. Dates in the General Project Plan
      referable to the period prior


                                                                               1
<PAGE>
                                                  EXHIBIT 1 - TRANSITION PROJECT


      to Completion are indicative only and are not intended to be binding on
      the Parties.

2.3   TRUE UP PROJECT PLAN

      For the True-Up Project Plan, refer to the diagram attached as Appendix B
      to this Exhibit 1 (Transition Project). Dates in the True-Up Plan
      referable to the period prior to Completion are indicative only and are
      not intended to be binding on the Parties.

3.    TRANSITION STAGES

      Each Phase of the Transition Project shall be divided into the following
      key stages:

      (a)   START UP STAGE - Transfer of Marconi Group employees to the Supplier
            and the establishment of a foundation for the long-term retention
            program;

      (b)   STABILISATION STAGE - Implementation of the initial processes and
            infrastructure required for delivery of Services to the Marconi
            Group;

      (c)   RELATIONSHIP STAGE - Establishment and alignment of governance and
            management structures between the Parties;

      (d)   TRUE UP STAGE - Undertaking required analysis of existing services
            and service levels in accordance with Clause 5.1 and 5.2;

      (e)   TRANSFORMATION STAGE - Implementation by the Supplier of operational
            change and consolidation to the IT environment to realise
            operational and efficiency improvements; and

4.    KEY MILESTONES AND DELIVERABLES

      The major milestones and deliverables identified in the Project Plan for
      each Phase of the Transition Project are set out in further detail below.

      For the purposes of paragraphs 4.1 to 4.5 of this Exhibit:


                                                                               2
<PAGE>
                                                  EXHIBIT 1 - TRANSITION PROJECT


      -     references to the Completion below shall be deemed to be to "Phase 1
            Completion" in relation to Phase 1 Territories and to the relevant
            "Phase 2 Completion " in relation to Phase 2 Territories;

      -     where a deliverable is stated to be due or to be completed on a date
            prior to Completion, the date referable to that deliverable is
            indicative only, and is not intended to be binding on the Parties
            (save that those deliverables must have been provided by the
            relevant Party by Completion); and

      -     where a deliverable is stated to be due on or following the
            Completion, the actual day of Phase 1 Completion or Phase 2
            Completion (as applicable) achieved shall be used.

4.1   START UP STAGE

<TABLE>
<CAPTION>
MILESTONE       DESCRIPTION       DELIVERABLE       DELIVERABLE TIMELINE       RESPONSIBILITY
<S>             <C>               <C>               <C>                        <C>
[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]
</TABLE>


                                                                               3
<PAGE>
                                                  EXHIBIT 1 - TRANSITION PROJECT


<TABLE>
<CAPTION>
MILESTONE       DESCRIPTION       DELIVERABLE       DELIVERABLE TIMELINE       RESPONSIBILITY
<S>             <C>               <C>               <C>                        <C>
[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]
</TABLE>

4.2   STABILISATION STAGE


                                                                               4
<PAGE>
                                                  EXHIBIT 1 - TRANSITION PROJECT


<TABLE>
<CAPTION>
MILESTONE       DESCRIPTION       DELIVERABLE       DELIVERABLE DUE DATE       RESPONSIBLE
<S>             <C>               <C>               <C>                        <C>
[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]
</TABLE>

4.3   RELATIONSHIP STAGE


                                                                               5
<PAGE>
                                                  EXHIBIT 1 - TRANSITION PROJECT


<TABLE>
<CAPTION>
MILESTONE       DESCRIPTION       DELIVERABLE       DELIVERABLE DUE DATE       RESPONSIBLE
<S>             <C>               <C>               <C>                        <C>
[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]
</TABLE>

4.4   TRUE UP STAGE

<TABLE>
<CAPTION>
MILESTONE       EVENTS            DELIVERABLE       DELIVERABLE TIMELINE       RESPONSIBILITY
<S>             <C>               <C>               <C>                        <C>
[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]

[***]           [***]             [***]             [***]                      [***]
</TABLE>

4.5   TRANSFORMATION STAGE

<TABLE>
<CAPTION>
MILESTONE       EVENTS            DELIVERABLE       DELIVERABLE TIMELINE       RESPONSIBILITY
<S>             <C>               <C>               <C>                        <C>
[***]               [***]                  [***]                   [***]                       [***]
</TABLE>

5.    ROLES AND RESPONSIBILITIES

5.1   OVERVIEW

      The Supplier and Marconi shall each put in place a global transition team
      with a view to ensuring an efficient and successful transition phase. Key
      responsibilities for each of the parties are highlighted below.

5.2   SUPPLIER RESPONSIBILITIES

      -     Responsible for leading the development of the transition Project
            Plan.


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                                                  EXHIBIT 1 - TRANSITION PROJECT


      -     Responsible and accountable for all transition activities and
            deliverables.

5.3   MARCONI RESPONSIBILITIES

      -     Provide resources to fulfil agreed Marconi tasks, as identified in
            the Transition Project Plan.

      -     Making available at least - one (1) part time Global Programme
            Manager and one (1) part time Representative in each country for
            issue resolution

      -     Making available at least one (1) HR representative in each country
            to work alongside Supplier HR team (potentially full time to
            Completion).

      -     Making reasonably available representatives (on a part time basis)
            to liaise with and assist the Supplier during the Transition Project
            in the following areas - True-Up, third party contracts, finance,
            governance, communications, logistics, application services,
            infrastructure services, and procurement.

      -     Participation in review status meetings (planned on being weekly).

      -     Provide responses to the Supplier's reasonable requests for any
            relevant information required in a reasonable and timely manner.

6.    CHARGES

      The Charges for the Transition Project (and the manner in which they are
      payable) are specified in Paragraph 2 of Schedule 4 (Charges/Rate Card).


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                                                  EXHIBIT 1 - TRANSITION PROJECT


                                   APPENDIX A

                              GENERAL PROJECT PLAN

                                     [***]


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                                                  EXHIBIT 1 - TRANSITION PROJECT


                                   APPENDIX B

                              TRUE-UP PROJECT PLAN

                                     [***]


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                                                   EXHIBIT 2 - EXISTING PROJECTS


                                   EXHIBIT 2

                               EXISTING PROJECTS

<TABLE>
<CAPTION>
PROJECT #    PROJECT NAME    DESCRIPTION                      REGION         CURRENT STATUS       CONTACT
<S>          <C>             <C>                              <C>            <C>                  <C>
[***]        [***]           [***]                            [***]          [***]                [***]

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[***]        [***]           [***]                            [***]          [***]                [***]
</TABLE>


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                                                   EXHIBIT 2 - EXISTING PROJECTS


<TABLE>
<CAPTION>
PROJECT #    PROJECT NAME    DESCRIPTION                      REGION         CURRENT STATUS       CONTACT
<S>          <C>             <C>                              <C>            <C>                  <C>
[***]        [***]           [***]                            [***]          [***]                [***]

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</TABLE>


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                                                   EXHIBIT 2 - EXISTING PROJECTS


<TABLE>
<CAPTION>
PROJECT #    PROJECT NAME    DESCRIPTION                      REGION         CURRENT STATUS       CONTACT
<S>          <C>             <C>                              <C>            <C>                  <C>
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</TABLE>


                                                                               3
<PAGE>
                                                   EXHIBIT 2 - EXISTING PROJECTS


<TABLE>
<CAPTION>
PROJECT #    PROJECT NAME    DESCRIPTION                      REGION         CURRENT STATUS       CONTACT
<S>          <C>             <C>                              <C>            <C>                  <C>
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[***]        [***]           [***]                            [***]          [***]                [***]
</TABLE>


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<PAGE>
                                                   EXHIBIT 2 - EXISTING PROJECTS


<TABLE>
<CAPTION>
PROJECT #    PROJECT NAME    DESCRIPTION                      REGION         CURRENT STATUS       CONTACT
<S>          <C>             <C>                              <C>            <C>                  <C>
[***]        [***]           [***]                            [***]          [***]                [***]

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</TABLE>


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<PAGE>
                                                   EXHIBIT 2 - EXISTING PROJECTS


<TABLE>
<CAPTION>
PROJECT #    PROJECT NAME    DESCRIPTION                      REGION         CURRENT STATUS       CONTACT
<S>          <C>             <C>                              <C>            <C>                  <C>
[***]        [***]           [***]                            [***]          [***]                [***]

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</TABLE>


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