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C L I F F O R D

C H A N C E                                                       CONFORMED COPY

                                                                    EXHIBIT 4.64

                                                            [CHINESE CHARACTERS]

                                DATED 19 MAY 2003

              MARCONI COMMUNICATIONS INTERNATIONAL HOLDINGS LIMITED
                                   as Chargor

                                       and

                   THE LAW DEBENTURE TRUST CORPORATION P.L.C.
                               as Security Trustee

                                  SHARES CHARGE

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                                    CONTENTS
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                                CLAUSE                                           PAGE
<S>                                                                              <C>
1.     DEFINITIONS AND INTERPRETATION...........................................   1
2.     CHARGE...................................................................   3
3.     DEPOSIT OF CERTIFICATES and OTHER DOCUMENTS..............................   4
4.     VOTING RIGHTS AND DIVIDENDS..............................................   5
5.     NEGATIVE PLEDGE AND DISPOSALS............................................   6
6.     FURTHER ASSURANCE........................................................   6
7.     POWER OF SALE............................................................   7
8.     RECEIVER.................................................................   7
9.     APPLICATION OF MONEYS....................................................  10
10.    PROTECTION OF PURCHASERS.................................................  10
11.    POWER OF ATTORNEY........................................................  10
12.    EFFECTIVENESS OF SECURITY................................................  11
13.    SUBSEQUENT SECURITY INTERESTS............................................  12
14.    ASSIGNMENT...............................................................  12
15.    NOTICES..................................................................  12
16.    EXPENSES, COSTS AND TAXES................................................  12
17.    PAYMENTS FREE OF DEDUCTION...............................................  13
18.    DISCRETION AND DELEGATION................................................  14
19.    PERPETUITY PERIOD........................................................  14
20.    RELEASE OF SECURITY......................................................  14
21.    GOVERNING LAW............................................................  14
22.    JURISDICTION.............................................................  14
23.    COUNTERPARTS.............................................................  15
SCHEDULE 1 PARTICULARS OF SHARES................................................  16
SCHEDULE 2 FORM OF ACKNOWLEDGEMENT FROM NOMINEE.................................  17
SCHEDULE 3 FORM OF LETTER OF WAIVER AND UNDERTAKING.............................  19
SCHEDULE 4 FORM OF NOTICE TO THE COMPANY AND ACKNOWLEDGEMENT....................  21
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THIS SHARES CHARGE is made on 19 May 2003

BETWEEN

(1)      MARCONI COMMUNICATIONS INTERNATIONAL HOLDINGS LIMITED, a company
         incorporated under the laws of England and having its registered office
         at New Century Park, P.O. Box 53, Coventry, CV3 1HJ (the "CHARGOR");
         and

(2)      THE LAW DEBENTURE TRUST CORPORATION P.L.C. as security trustee for the
         Secured Creditors on the terms and conditions set out in the Security
         Trust and Intercreditor Deed (the "SECURITY TRUSTEE" which expression
         shall include any person for the time being appointed as trustee or as
         an additional trustee for the purpose of, and in accordance with, the
         Security Trust and Intercreditor Deed).

NOW THIS SHARES CHARGE WITNESSES as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      Terms defined in the Security Trust and Intercreditor Deed shall,
         unless otherwise defined in this Shares Charge, bear the same meaning
         when used in this Shares Charge and in addition:

         "CHARGED PORTFOLIO" means the Shares and the Related Assets.

         "COLLATERAL RIGHTS" means all rights, powers and remedies of the
         Security Trustee provided by this Shares Charge or by law.

         "COMPANY" means Marconi Communications Asia Limited, a company
         incorporated under the laws of Hong Kong with company number 21763.

         "ENFORCEMENT EVENT" has the meaning given to such term in the Security
         Trust and Intercreditor Deed.

         "MARCONI CORPORATION" means Marconi Corporation plc (registered in
         England and Wales with company number 00067307).

         "NEW BONDING FACILITY AGREEMENT" means the L50 million committed
         revolving bonding facility agreement dated 27 March 2003 among Marconi
         Corporation, Marconi Bonding Limited, HSBC Bank plc as agent and
         security trustee, the lenders described thereunder and certain other
         Subsidiaries providing for the issuance of surety bonds, appeal bonds,
         bid bonds, performance bonds, letters of credit, bank guarantees or
         other obligations of a like nature on behalf of Marconi Corporation
         and/or any Subsidiary, as such agreement may be amended, extended,
         supplemented or otherwise modified from time to time (including,
         without limitation, any successive amendments, extensions, supplements
         or other modifications of the foregoing).

         "RECEIVER" means a receiver or receiver and manager of the whole or any
         part of the Charged Portfolio.

         "RELATED ASSETS" means all dividends, interest and other monies payable
         in respect of the Shares and all other rights, benefits and proceeds in
         respect of or derived from the Shares

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         (whether by way of redemption, bonus, preference, option, substitution,
         conversion or otherwise).

         "SECURED OBLIGATIONS" means all present and future indebtedness
         liabilities and obligations (for the avoidance of doubt, including any
         liabilities and obligations which have been cash-collateralised by the
         Chargor) at any time of the Chargor under the Relevant Documents, both
         actual and contingent and whether incurred solely or jointly or in any
         other capacity together with any of the following matters relating to
         or arising in respect of those liabilities and obligations:

         (a)      any refinancing, novation, deferral or extension;

         (b)      any obligation relating to any increase in the amount of such
                  obligations;

         (c)      any claim for damages or restitution; and

         (d)      any claim as a result of any recovery by the Chargor of a
                  payment or discharge, non-allowability, on the grounds of
                  preference,

         and any amounts that would be included in any of the above but for any
         discharge, non-provability or unenforceability of those amounts in any
         insolvency or other proceedings (including interest accruing after the
         commencement of any insolvency or other proceedings).

         "SECURITY TRUST AND INTERCREDITOR DEED" means the security trust and
         intercreditor deed dated on or about the date hereof between, amongst
         others, the Security Trustee, Marconi Corporation and other obligors,
         Law Debenture Trust Company of New York as senior note trustee and
         JPMorgan Chase Bank as junior note trustee.

         "SHARES" means all of the shares in the share capital of the Company
         from time to time held by, to the order or on behalf of the Chargor at
         any time, including those described in Schedule 1 (Particulars of
         Shares).

1.2      INTERPRETATION

         In this Shares Charge:

         1.2.1    the rules of interpretation contained in clause 1.2
                  (Interpretation) of the Security Trust and Intercreditor Deed
                  shall apply to the construction of this Shares Charge;

         1.2.2    "continuing" in relation to an Enforcement Event, shall be
                  construed as a reference to an acceleration of any Secured
                  Obligation (other than Secured Obligations arising under the
                  New Bonding Facility Agreement) where such acceleration has
                  not been rescinded in writing or a declaration that the
                  Secured Obligations (other than Secured Obligations arising
                  under the New Bonding Facility Agreement) are prematurely due
                  and payable (other than solely as a result of it becoming
                  unlawful for a Secured Creditor to perform its obligations
                  under the Relevant Documents) where such declaration has not
                  been revoked in writing or any failure by an Obligor to pay
                  any principal amount in respect of any Secured Obligations
                  (other than Secured Obligations arising under the New

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                  Bonding Facility Agreement) whether on maturity or otherwise
                  which has not been remedied or waived in writing. For the
                  purposes of this sub-clause 1.2.2, the definition of "Secured
                  Obligations" shall have the same meaning as in the Security
                  Trust and Intercreditor Deed;

         1.2.3    any reference to the "SECURITY TRUSTEE", the "CHARGOR" or the
                  "SECURED CREDITORS" shall be construed so as to include its or
                  their (and any subsequent) successors in title and any
                  permitted assignees and transferees in accordance with their
                  respective interests; and

         1.2.4    references in this Shares Charge to any Clause or Schedule
                  shall be to a clause or schedule contained in this Shares
                  Charge.

1.3      HONG KONG

         In this Shares Charge, "HONG KONG" means the Hong Kong Special
         Administrative Region of the People's Republic of China.

1.4      SECURITY TRUST AND INTERCREDITOR DEED

         The parties hereto each acknowledge that the Security Trustee, when
         acting hereunder, shall be acting in accordance with and subject to the
         terms of the Security Trust and Intercreditor Deed.

1.5      CONFLICT

         Notwithstanding any provision to the contrary contained herein, the
         parties agree that this Shares Charge is subject in all respects to the
         terms of the Security Trust and Intercreditor Deed and for the
         avoidance of doubt, in the event of any inconsistency, the provisions
         of the Security Trust and Intercreditor Deed shall prevail.

2.       CHARGE

2.1      The Chargor charges the Charged Portfolio, as beneficial owner and by
         way of first fixed charge, in favour of the Security Trustee for the
         payment and discharge of all of the Secured Obligations.

2.2      The liability of the Chargor under this Shares Charge shall be limited
         such that neither the obligations of the Chargor under this Shares
         Charge nor the security constituted by this Shares Charge nor any other
         provisions of this Shares Charge shall include or extend to secure or
         guarantee any liability or sum which would, but for this provision,
         cause this Shares Charge, the security constituted by this Shares
         Charge or other provisions of this Shares Charge to be unlawful or
         prohibited by any applicable law (including, for the avoidance of
         doubt, Section 151 of the Companies Act 1985 of the United Kingdom).

2.3      NO LIABILITY FOR CALLS

         2.3.1    Nothing in this Shares Charge shall be construed as placing on
                  the Security Trustee any liability whatsoever in respect of
                  any calls, instalments or other payments relating to any of
                  the Charged Portfolio or any rights, shares or other
                  securities accruing, offered or arising as aforesaid, and the
                  Chargor shall indemnify the Security Trustee in respect of all
                  calls, instalments or other

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                  payments relating to any of the Charged Portfolio and to any
                  rights, shares and other securities accruing, offered or
                  arising as aforesaid in respect of any of the Charged
                  Portfolio.

2.4      REPRESENTATION

         The Chargor represents and warrants to the Security Trustee that:

         2.4.1    it and its nominee (specified in Schedule 1 (Particulars of
                  Shares)) are the sole legal owners and it is the beneficial
                  owner of the Shares free from any Security (as such term is
                  defined in the Security Trust and Intercreditor Deed) except
                  as created by this Shares Charge; and

         2.4.2    the Shares are fully paid up.

3.       DEPOSIT OF CERTIFICATES AND OTHER DOCUMENTS

3.1      The Chargor shall, within 10 Business Days of the date of this Shares
         Charge, deposit (or procure the deposit of) with or to the order of the
         Security Trustee or with such Delegate as the Security Trustee may
         appoint for this purpose:

         (a)      all certificates and other documents of title to the Shares;

         (b)      all undated sold notes and instruments of transfer in respect
                  of the Shares (in each case executed in blank by or on behalf
                  of the Chargor or any person acting as its nominee);

         (c)      a letter of waiver and undertaking executed by each member of
                  the Company in substantially the form set out in Schedule 3
                  (Form of Letter of Waiver and Undertaking); and

         (d)      an acknowledgment from each person (if any) holding any Shares
                  as the Chargor's nominee in substantially the form set out in
                  Schedule 2 (Form of Acknowledgement from Nominee).

3.2      The Chargor shall:

         (a)      within 10 Business Days of the date of this Shares Charge give
                  notice to the Company in substantially the form of the notice
                  set out in Schedule 4 (Form of Notice to the Company and
                  Acknowledgement) and shall procure that the Company shall
                  promptly execute an acknowledgement to such notice in the form
                  of the acknowledgement set out in Schedule 4 (Form of Notice
                  to the Company and Acknowledgement); and

         (b)      deliver to the Security Trustee copies of such notice and
                  acknowledgement promptly upon giving or, as the case may be,
                  receipt of the same.

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3.3      The Chargor shall, promptly upon the accrual, offer or issue of any
         Related Assets (in the form of stocks, shares, warrants or other
         securities) in which the Chargor has a beneficial interest, notify the
         Security Trustee of that occurrence and procure the delivery to the
         Security Trustee or to the order of the Security Trustee of:

         (a)      all certificates and other documents of title representing
                  such Related Assets; and

         (b)      all undated sold notes and instruments of transfer (executed
                  in blank by or on behalf of the Chargor or any person acting
                  as its nominee) in respect of such Related Assets.

3.4      The Chargor shall, promptly upon any person (other than the Chargor,
         the Security Trustee and any nominee of the Security Trustee or any
         purchaser of any Shares upon enforcement of the security over such
         Shares created by or pursuant to this Shares Charge) becoming a member
         of the Company after the date of this Shares Charge, notify the
         Security Trustee and procure the delivery to the Security Trustee of a
         letter of waiver and undertaking executed by such person and in
         substantially the form set out in Schedule 3 (Form of Letter of Waiver
         and Undertaking).

3.5      If any Share or Related Asset is being held by a person (other than the
         Chargor) as the Chargor's nominee, the Chargor shall promptly notify
         the Security Trustee and shall procure that such nominee and each
         successor thereof shall, as soon as such person becomes the Chargor's
         nominee, execute and deliver to the Security Trustee an acknowledgement
         in respect of such Share, or as the case may be, such Related Asset in
         substantially the form set out in Schedule 2 (Form of Acknowledgement
         from Nominee).

4.       VOTING RIGHTS AND DIVIDENDS

4.1      Prior to the occurrence of an Enforcement Event and at any time when no
         Enforcement Event is continuing, the Chargor shall:

         4.1.1    be entitled to retain all dividends, interest and other monies
                  arising from the Shares; and

         4.1.2    exercise all voting rights in relation to the Shares PROVIDED
                  THAT the Chargor shall not exercise such voting rights in any
                  manner which would constitute a Default or an Event of Default
                  under the Indentures (as such terms are defined in the
                  Indentures).

4.2      The Security Trustee may, upon the occurrence of an Enforcement Event
         and at any time thereafter while such Enforcement Event is continuing,
         (in the name of the Chargor or otherwise and without any further
         consent or authority from the Chargor):

         (a)      exercise (or refrain from exercising) any voting rights in
                  respect of all or any part of the Charged Portfolio;

         (b)      apply all dividends, interest and other monies arising from
                  all or any part of the Charged Portfolio in accordance with
                  Clause 9 (Application of Moneys);

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         (c)      transfer all or any part of the Charged Portfolio into the
                  name of such nominee(s) of the Security Trustee as it shall
                  require;

         (d)      give notice to the Company as contemplated under the notice
                  which the Chargor is required to have delivered to the Company
                  pursuant to Clause 3.2(a); and

         (e)      exercise (or refrain from exercising) the powers and rights
                  conferred on or exercisable by the legal or beneficial owner
                  of all or any of the Charged Portfolio, including the right to
                  concur or participate in:

                  (i)      the reconstruction, amalgamation, sale or other
                           disposal of the Company or any of its assets or
                           undertaking (including the exchange, conversion or
                           reissue of the shares or securities of the Company as
                           a consequence thereof);

                  (ii)     the release, modification or variation of any rights
                           or liabilities attaching to the shares or securities
                           of the Company; and

                  (iii)    the exercise, renunciation or assignment of any right
                           to subscribe for any shares or securities of the
                           Company,

                  in each case in such manner and on such terms as the Security
                  Trustee may think fit, and the proceeds of any such action
                  shall form part of the Charged Portfolio.

5.       NEGATIVE PLEDGE AND DISPOSALS

5.1      The Chargor undertakes that it shall not, at any time during the
         subsistence of this Shares Charge, create or permit to subsist any
         Security over all or any part of the Charged Portfolio except as not
         expressly prohibited under the terms of the Indentures.

5.2      The Chargor undertakes that it shall not (and shall not agree to) at
         any time during the subsistence of this Shares Charge, except as not
         expressly prohibited under the terms of the Indentures:

         5.2.1    execute any conveyance, disposition, transfer, lease,
                  assignment or assignation of, or other right to use, all or
                  any part of the Charged Portfolio; or

         5.2.2    create any legal or equitable estate or heritable interest or
                  other interest in, or over, or otherwise relating to, all or
                  any part of the Charged Portfolio.

6.       FURTHER ASSURANCE

6.1      The Chargor shall promptly do all such acts or execute all such
         documents (including assignments, transfers, mortgages, charges,
         notices and instructions) as the Security Trustee may specify (and in
         such form as the Security Trustee may require in favour of the Security
         Trustee or its nominee(s)):

         6.1.1    to perfect the Security created or intended to be created in
                  respect of the Charged Portfolio (which may include the
                  execution by the Chargor of a mortgage, charge or assignment
                  over all or any of the assets constituting, or

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                  intended to constitute, the Charged Portfolio) or for the
                  exercise of the Collateral Rights; and/or

         6.1.2    to facilitate the realisation of the Charged Portfolio.

6.2      If so requested by the Security Trustee the Chargor shall take all such
         action as is available to it (including making all filings and
         registrations) as may be necessary for the purpose of the creation,
         perfection, protection or maintenance of any Security conferred or
         intended to be conferred on the Security Trustee by or pursuant to this
         Shares Charge.

7.       POWER OF SALE

7.1      At any time after the occurrence of an Enforcement Event and the
         Security Trustee (acting on the instructions received pursuant to the
         terms of the Security Trust and Intercreditor Deed) giving notice to
         Marconi Corporation and the Chargor thereof, the security created by or
         pursuant to this Shares Charge is immediately enforceable and the
         Security Trustee may, in its absolute discretion (in the name of the
         Chargor or otherwise and without further consent or authority from the
         Chargor), sell or otherwise dispose of all or any part of the Charged
         Portfolio at the times, in the manner and on the terms it thinks fit.
         The Security Trustee shall be entitled to apply the proceeds of that
         sale or other disposal in accordance with Clause 9 (Application of
         Moneys).

7.2      The restrictions contained in paragraph 11 of the Fourth Schedule to
         the Conveyancing and Property Ordinance (Cap.219) shall not apply to
         this Shares Charge or to the exercise by the Security Trustee of its
         right to consolidate all or any of the security created by or pursuant
         to this Shares Charge with any other security in existence at any time
         or to its power of sale, which powers may be exercised by the Security
         Trustee without notice to the Chargor on or at any time after the
         occurrence of an Enforcement Event.

8.       RECEIVER

8.1      After the occurrence of an Enforcement Event or if requested to do so
         by the Chargor, the Security Trustee may by deed or otherwise (acting
         through an authorised officer of the Security Trustee) without prior
         notice to the Chargor:

         (a)      appoint one or more persons to be a Receiver of the whole or
                  any part of the Charged Portfolio;

         (b)      remove (so far as it is lawfully able) any Receiver so
                  appointed; and

         (c)      appoint another person(s) as an additional or replacement
                  Receiver(s).

8.2      Each person appointed to be a Receiver pursuant to Clause 8.1 shall be:

         (a)      entitled to act individually or together with any other person
                  appointed or substituted as Receiver;

         (b)      for all purposes deemed to be the agent of the Chargor, who
                  shall be solely responsible for his acts, defaults and
                  liabilities and for the payment of his

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                  remuneration and no Receiver shall at any time act as agent
                  for the Security Trustee; and

         (c)      entitled to remuneration for his services at a rate to be
                  fixed by the Security Trustee from time to time.

8.3      In addition to the powers of the Security Trustee conferred by Clause
         7.1 (Power of Sale), each Receiver shall (subject to any restrictions
         in the instrument appointing him but notwithstanding any winding-up,
         insolvency or dissolution of the Chargor) have and be entitled to
         exercise, in relation to the part of the Charged Portfolio in respect
         of which he was appointed (in the name of or on behalf of the Chargor
         or in his own name and, in each case, at the cost of the Chargor):

         (a)      all the powers and rights of an absolute owner and power to do
                  or omit to do anything which the Chargor itself could do or
                  omit to do (including without limitation the right to concur
                  or participate in any of the matters specified in sub-clauses
                  4.2(a) to 4.2(c), in each case in such manner and on such
                  terms as such Receiver may think fit, and the proceeds of any
                  such action shall form part of such Charged Portfolio);

         (b)      the power to do all things (including without limitation
                  bringing or defending proceedings in the name or on behalf of
                  the Chargor) which seem to the Receiver to be incidental or
                  conducive to (i) any of the functions, powers, authorities or
                  discretions conferred on or vested in him under this Shares
                  Charge or (ii) the exercise of the Collateral Rights
                  (including without limitation realisation of all or any part
                  of the Charged Portfolio) or (iii) bringing to his hands any
                  assets of the Chargor forming, or which when got in would be,
                  part of the Charged Portfolio; and

         (c)      all the powers conferred on him by general law.

8.4      Without prejudice to the generality of the foregoing, each Receiver
         shall (subject to any restrictions in the instrument appointing him but
         notwithstanding any winding-up, insolvency or dissolution of the
         Chargor) have the following powers in relation to the part of the
         Charged Portfolio (and any assets which, when got in, would be part of
         such Charged Portfolio) in respect of which he was appointed (and every
         reference in this Clause 8.4 to the "CHARGED PORTFOLIO" shall be read
         as a reference to that part of the Charged Portfolio in respect of
         which such Receiver was appointed):

         (A)      TAKE POSSESSION

                  power to take immediate possession of, collect and get in all
                  or any part of the Charged Portfolio including without
                  limitation all dividends, interests and other monies arising
                  therefrom or accruing thereto (whether accrued before or after
                  the date of his appointment) and without prejudice to the
                  foregoing, to cause to be registered all or any part of the
                  Charged Portfolio in its own name or in the name of its
                  nominee(s) or in the name of any purchaser(s) thereof;

         (B)      PROCEEDINGS AND CLAIMS

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                  power to bring, prosecute, enforce, defend and abandon
                  applications, claims, disputes, actions, suits and proceedings
                  in connection with all or any part of the Charged Portfolio or
                  this Shares Charge in the name of the Chargor or in his own
                  name and to submit to arbitration, negotiate, compromise and
                  settle any such applications, claims, disputes, actions, suits
                  or proceedings;

         (C)      DEAL WITH CHARGED PORTFOLIO

                  power to sell, transfer, convey and/or dispose of all or any
                  part of the Charged Portfolio (in each case with or without
                  consideration) in such manner and on such terms as he thinks
                  fit;

         (D)      VOTING RIGHTS

                  exercise (or refrain from exercising) any or all of the voting
                  rights in respect of the Charged Portfolio or any part thereof
                  in such manner and on such terms as he thinks fit;

         (E)      APPOINTMENT AND REMOVAL OF DIRECTORS

                  complete, date and put into effect any sold note or instrument
                  of transfer and/or any other document(s) delivered pursuant to
                  Clause 3 (Deposit Of Certificates And Other Documents) and to
                  exercise all powers of appointment and/or removal of the
                  directors of the Company attaching to the Charged Portfolio or
                  any part thereof;

         (F)      ACQUISITIONS

                  power to purchase, lease, hire or otherwise acquire any assets
                  or rights of any description which he shall in his absolute
                  discretion consider necessary or desirable for the improvement
                  or realisation of the whole or any part of the Charged
                  Portfolio or otherwise for the benefit of the whole or any
                  part of the Charged Portfolio;

         (G)      REDEMPTION OF SECURITY

                  power to redeem, discharge or compromise any security whether
                  or not having priority to the security constituted by this
                  Shares Charge or any part of it;

         (H)      COVENANTS, GUARANTEES AND INDEMNITIES

                  power to enter into bonds, covenants, guarantees, commitments,
                  indemnities and other obligations or liabilities as he shall
                  think fit, to make all payments needed to effect, maintain or
                  satisfy such obligations or liabilities and to use the company
                  seal(s) (if any) of the Chargor; and

         (I)      EXERCISE OF POWERS IN CHARGOR'S NAME

                  power to exercise any of the above powers on behalf of and in
                  the name of the Chargor (notwithstanding any winding-up
                  insolvency or dissolution of the Chargor) or on his own
                  behalf.

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8.5      In making any sale or other disposal of all or any part of the Charged
         Portfolio or any acquisition in the exercise of their respective
         powers, a Receiver or the Security Trustee may accept or dispose of as,
         and by way of consideration for, such sale or other disposal or
         acquisition, cash, shares, loan capital or other obligations, including
         without limitation consideration fluctuating according to or dependent
         upon profit or turnover and consideration the amount whereof is to be
         determined by a third party. Any such consideration may, if thought
         expedient by the Receiver or the Security Trustee, be nil or may be
         payable or receivable in a lump sum or by instalments. Any contract for
         any such sale, disposal or acquisition by the Receiver or the Security
         Trustee may contain conditions excluding or restricting the personal
         liability of the Receiver or the Security Trustee.

9.       APPLICATION OF MONEYS

         All moneys received or recovered by the Security Trustee or any
         Receiver pursuant to this Shares Charge or the powers conferred by it
         shall (subject to the claims of any person having prior rights thereto
         and by way of variation of the provisions of the Conveyancing and
         Property Ordinance (Cap. 219)) be applied first in the payment of the
         costs, charges and expenses incurred and payments made by the Receiver,
         the payment of his remuneration and the discharge of any liabilities
         incurred by the Receiver in, or incidental to, the exercise of any of
         his powers, and thereafter shall be applied by the Security Trustee
         (notwithstanding any purported appropriation by the Chargor) in
         accordance with the Security Trust and Intercreditor Deed.

10.      PROTECTION OF PURCHASERS

10.1     The receipt of the Security Trustee or any Receiver shall be conclusive
         discharge to a purchaser and, in making any sale or disposal of any of
         the Charged Portfolio or making any acquisition, the Security Trustee
         or any Receiver may do so for such consideration, in such manner and on
         such terms as it thinks fit.

10.2     No purchaser or other person dealing with the Security Trustee or any
         Receiver shall be bound to inquire whether the right of the Security
         Trustee or such Receiver to exercise any of its powers has arisen or
         become exercisable or be concerned with any propriety or regularity on
         the part of the Security Trustee or such Receiver in such dealings.

11.      POWER OF ATTORNEY

11.1     The Chargor hereby by way of security irrevocably (within the meaning
         of Section 4 of the Powers of Attorney Ordinance (Cap. 31)) appoints
         the Security Trustee, each Delegate and any Receiver severally to be
         its attorney (the "ATTORNEY") and in its name, on its behalf and as its
         act and deed to execute, deliver and perfect all documents (including
         without limitation any sold notes and instruments of transfer) and do
         all things which the Attorney may consider to be required or desirable
         for:

         (a)      carrying out any obligation imposed on the Chargor by this
                  Shares Charge (including the execution and delivery of any
                  notices, deeds, charges, assignments or other security and any
                  transfers of the Charged Portfolio); and

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         (b)      enabling the Security Trustee, each Delegate and any Receiver
                  to exercise, or delegate the exercise of, any of the rights,
                  powers and authorities conferred on them by or pursuant to
                  this Shares Charge or by law (including without limitation,
                  after the occurrence of an Enforcement Event, the exercise of
                  any right of a legal or beneficial owner of the Charged
                  Portfolio).

11.2     The Chargor shall ratify and confirm all things done and all documents
         executed by any Attorney in the exercise or purported exercise of all
         or any of his powers.

11.3     The Chargor shall indemnify the Attorney and keep the Attorney
         indemnified against any and all costs, claims and liabilities which the
         Attorney may incur as a result of anything done by the Attorney in the
         proper exercise of any of the powers conferred, or purported to be
         conferred, on him or her by this Shares Charge unless such cost, claim
         or liability arises as a result of the negligence or wilful misconduct
         of the Attorney.

12.      EFFECTIVENESS OF SECURITY

12.1     The security created by or pursuant to this Shares Charge shall remain
         in full force and effect as a continuing security for the Secured
         Obligations unless and until discharged by the Security Trustee.

12.2     The security created by or pursuant to this Shares Charge and the
         Collateral Rights shall be cumulative, in addition to and independent
         of every other security which the Security Trustee or any Secured
         Creditor may at any time hold for the Secured Obligations or any other
         obligations or any rights, powers and remedies provided by law. No
         prior security held by the Security Trustee (whether in its capacity as
         trustee or otherwise) or any of the other Secured Creditors over the
         whole or any part of the Charged Portfolio shall merge into the
         security constituted by this Shares Charge.

12.3     The security created by or pursuant to this Shares Charge and the
         Collateral Rights shall not be prejudiced by any unenforceability or
         invalidity of any other agreement or document or by any time or
         indulgence granted to the Chargor or any other person, or the Security
         Trustee (whether in its capacity as trustee or otherwise) or any of the
         other Secured Creditors or by any variation of the terms of the trust
         upon which the Security Trustee holds the security or by any other
         thing which might otherwise prejudice that security or any Collateral
         Right.

12.4     No failure on the part of the Security Trustee to exercise, or any
         delay on its part in exercising, any Collateral Right shall operate as
         a waiver thereof, nor shall any single or partial exercise of any
         Collateral Right preclude any further or other exercise of that or any
         other Collateral Right.

12.5     None of the Security Trustee, each Delegate, any Attorney or any
         Receiver shall be liable by reason of (a) taking any action permitted
         by this Shares Charge or (b) any neglect or default in connection with
         the Charged Portfolio or (c) taking possession of or realising all or
         any part of the Charged Portfolio, except in the case of negligence or
         wilful misconduct upon its part.

12.6     If, at any time, any provision of this Shares Charge is or becomes
         illegal, invalid or unenforceable in any respect under the law of any
         jurisdiction, neither the legality,

                                     - 11 -

<PAGE>

         validity or enforceability of the remaining provisions of this Shares
         Charge nor of such provision under the laws of any other jurisdiction
         shall in any way be affected or impaired thereby and, if any part of
         the security intended to be created by or pursuant to this Shares
         Charge is invalid, unenforceable or ineffective for any reason, that
         shall not affect or impair any other part of the security.

13.      SUBSEQUENT SECURITY INTERESTS

         If the Security Trustee (acting in its capacity as trustee or
         otherwise) or any of the other Secured Creditors at any time receives
         or is deemed to have received notice of any subsequent Security
         affecting all or any part of the Charged Portfolio or any assignment or
         transfer of the Charged Portfolio which is prohibited by the terms of
         this Shares Charge or the Indentures, all payments thereafter by or on
         behalf of the Chargor to or on behalf of the Security Trustee (whether
         in its capacity as trustee or otherwise) or any of the other Secured
         Creditors shall be treated as having been credited to a new account of
         the Chargor and not as having been applied in reduction of the Secured
         Obligations as at the time when the Security Trustee received such
         notice.

14.      ASSIGNMENT

         The Security Trustee may assign and transfer all or any of its rights
         and obligations under this Shares Charge in accordance with the
         Security Trust and Intercreditor Deed. The Security Trustee shall be
         entitled to disclose such information concerning the Chargor and this
         Shares Charge as the Security Trustee considers appropriate to any
         actual or proposed direct or indirect successor or to any person to
         whom information may be required to be disclosed by any applicable law.

15.      NOTICES

         Each communication to be made under this Shares Charge shall be made
         and delivered in accordance with the provisions of the Secured Trust
         and Intercreditor Deed.

16.      EXPENSES, COSTS AND TAXES

16.1     EXPENSES

         The Chargor shall, from time to time and promptly on demand by the
         Security Trustee reimburse to the Security Trustee all costs and
         expenses (including legal fees) on a full indemnity basis together with
         any applicable value-added tax incurred by the Security Trustee and any
         Delegate (PROVIDED THAT in relation to sub-clause 16.1.1 of this Clause
         16.1, such costs and expenses must be properly incurred) in connection
         with:

         16.1.1   the execution, release and discharge of this Shares Charge and
                  the Security created or intended to be created in respect of
                  the Charged Portfolio and perfection of the Security
                  contemplated in this Shares Charge or in any such documents or
                  forming part of the Security created or intended to be created
                  in respect of the Charged Portfolio;

         16.1.2   the actual or contemplated exercise, preservation and/or
                  enforcement of any of the rights, powers and remedies of, or
                  the performance of the duties and

                                     - 12 -

<PAGE>

                  obligations of, the Security Trustee or any Delegate, or any
                  amendment or waiver in respect of this Shares Charge;

         16.1.3   the foreclosure of any Charged Portfolio; and

         16.1.4   the preservation and/or enforcement of the Security created or
                  intended to be created in respect of the Charged Portfolio,

         which shall carry interest from the date of such demand until so
         reimbursed at the rate and on the basis as mentioned in Clause 18.4
         (Interest on Demands) of the Security Trust and Intercreditor Deed.

16.2     STAMP TAXES

         The Chargor shall pay, promptly on demand of the Security Trustee all
         stamp, registration, notarial and other similar Taxes or fees paid or
         payable by the Security Trustee in connection with any action taken or
         contemplated by or on behalf of the Security Trustee for perfecting,
         enforcing, releasing, cancelling, reassigning or resolving any doubt
         concerning, or for any other purpose in relation to this Shares Charge,
         any amendment thereto, any transfer and/or assignment of the rights
         and/or obligations under the same or the Security created or intended
         to be created in respect of the Charged Portfolio and shall, from time
         to time, indemnify the Security Trustee promptly on demand against any
         liabilities, costs, claims and expenses resulting from any failure to
         pay by the Chargor or any delay by the Chargor in paying any such Taxes
         or fees.

16.3     CURRENCY INDEMNITY

         If any sum (a "SUM") owing by the Chargor under this Shares Charge or
         any order or judgment given or made in relation to this Shares Charge
         has to be converted from the currency (the "FIRST CURRENCY") in which
         such Sum is payable into another currency (the "SECOND CURRENCY") for
         the purpose of:

         16.3.1   making or filing a claim or proof against the Chargor;

         16.3.2   obtaining an order or judgment in any court or other tribunal;

         16.3.3   enforcing any order or judgment given or made in relation to
                  this Shares Charge; or

         16.3.4   applying the Sum in satisfaction of any of the Secured
                  Obligations,

         the Chargor shall indemnify the Security Trustee from and against any
         loss suffered or incurred as a result of any discrepancy between (a)
         the rate of exchange used for such purpose to convert such Sum from the
         First Currency into the Second Currency and (b) the rate or rates of
         exchange available to the Security Trustee at the time of such receipt
         of such Sum.

17.      PAYMENTS FREE OF DEDUCTION

         All payments to be made to the Security Trustee, any Delegate and/or
         any Receiver under this Shares Charge shall be made free and clear of
         and without set-off or deduction for or on account of tax unless the
         Chargor is required to make such payment subject to

                                     - 13 -

<PAGE>

         the deduction or withholding of tax, in which case the sum payable by
         the Chargor in respect of which such deduction or withholding is
         required to be made shall be increased to the extent necessary to
         ensure that, after the making of such deduction or withholding, the
         person on account of whose liability to tax such deduction or
         withholding has been made receives and retains (free from any liability
         in respect of any such deduction or withholding) a net sum equal to the
         sum which it would have received and so retained had no such deduction
         or withholding been made or required to be made.

18.      DISCRETION AND DELEGATION

18.1     Any liberty or power which may be exercised or any determination which
         may be made hereunder by the Security Trustee or any Receiver may,
         subject to the terms and conditions of this Shares Charge and the
         Secured Trust and Intercreditor Deed, be exercised or made in its
         absolute and unfettered discretion without any obligation to give
         reasons.

18.2     Each of the Security Trustee and any Receiver shall have full power to
         delegate (either generally or specifically) the powers, authorities and
         discretions conferred on it by this Shares Charge (including the power
         of attorney) on such terms and conditions as it shall see fit which
         delegation shall not preclude either the subsequent exercise of such
         power, authority or discretion by the Security Trustee or the Receiver
         itself or any subsequent delegation or revocation thereof.

19.      PERPETUITY PERIOD

         The perpetuity period under the rule against perpetuities, if
         applicable to this Shares Charge, shall be the period of eighty years
         from the date of the Secured Trust and Intercreditor Deed.

20.      RELEASE OF SECURITY

20.1     The Security Trustee shall, at the cost of the Chargor, release and
         cancel the security constituted by this Shares Charge over the Charged
         Portfolio and procure the reassignment to the Chargor of the property
         and assets assigned (if any) by the Chargor to the Security Trustee
         pursuant to this Shares Charge (except those which have already been
         applied by the Security Trustee in accordance with the terms of this
         Shares Charge) in accordance with the terms and subject to the
         conditions and circumstances set out in the Secured Trust and
         Intercreditor Deed and without recourse to, or any representation or
         warranty by, the Security Trustee or any of its nominees.

21.      GOVERNING LAW

         This Shares Charge and all matters arising from or connected with it
         shall be governed by and construed in accordance with the laws of Hong
         Kong.

22.      JURISDICTION

22.1     HONG KONG COURTS

         The courts of Hong Kong have exclusive jurisdiction to settle any
         disputes (a "DISPUTE") arising out of, or connected with this Shares
         Charge (including a dispute regarding the

                                     - 14 -

<PAGE>

         existence, validity or termination of this Shares Charge or the
         consequences of its nullity).

22.2     CONVENIENT FORUM

         The parties agree that the courts of Hong Kong are the most appropriate
         and convenient courts to settle Disputes between them and, accordingly,
         that they will not argue to the contrary.

22.3     EXCLUSIVE JURISDICTION

         This Clause 22 (Jurisdiction) is for the benefit of the Security
         Trustee only. As a result and notwithstanding Clause 22.1 (Hong Kong
         Courts), it does not prevent the Security Trustee from taking
         proceedings relating to a Dispute in any other courts with
         jurisdiction. To the extent allowed by law the Security Trustee may
         take concurrent proceedings in any number of jurisdictions.

23.      COUNTERPARTS

         This Shares Charge may be executed in any number of counterparts, each
         of which shall be deemed an original and this has the same effect as if
         the signatures on the counterparts were on a single copy of this Shares
         Charge. Any party may enter into this Shares Charge by signing any such
         counterpart.

IN WITNESS WHEREOF this Shares Charge has been signed on behalf of the Security
Trustee and executed as a deed by the Chargor and is intended to be and is
hereby delivered by the Chargor as a deed on the date specified above.

                                     - 15 -

<PAGE>

                                   SCHEDULE 1
                              PARTICULARS OF SHARES

<TABLE>
<CAPTION>
                                        SHARES (SHARES OF HK$10.00 EACH
                                        IN THE ISSUED CAPITAL OF THE
BENEFICIAL OWNER                                    COMPANY)                       REGISTERED HOLDER
<S>                                     <C>                                   <C>
Marconi Communications                             21,099,999                 Marconi Communications
International Holdings Limited                                                International Holdings Limited

Marconi Communications                                  1                     Marconi Communications Limited
International Holdings Limited                                                (as nominee of Marconi
                                                                              Communications International
                                                                              Holdings Limited)
</TABLE>

                                     - 16 -

<PAGE>

                                   SCHEDULE 2
                      FORM OF ACKNOWLEDGEMENT FROM NOMINEE

To:  The Law Debenture Trust Corporation p.l.c.

Dear Sirs,

At the request of Marconi Communications International Holdings Limited (the
"CHARGOR"), we hereby:

1.  warrant and confirm that we are the registered holder of [insert number and
    description of relevant shares] in Marconi Communications Asia Limited (the
    "SHARE[s]") and are holding the Share[s] as nominee for and on behalf of the
    Chargor;

2.  acknowledge that the Chargor has, pursuant to a Shares Charge (the "SHARES
    CHARGE") dated     2003 between the Chargor and you as Security Trustee,
    charged the Share[s] in favour of you as security upon the terms and
    conditions specified therein;

3.  undertake that we shall, upon and at all times in accordance with the Shares
    Charge after the enforcement of the security constituted by the Shares
    Charge in respect of the Share[s] and being requested by you to do so, hold
    the Share[s] to your order;

4.  undertake that we shall, after the enforcement of the security constituted
    by the Shares Charge and being requested by you to do so, transfer the legal
    title in the Share[s] to you (or any other person whom you may nominate) and
    do all acts and execute all documents as may be necessary and/or as you may
    require for such purpose; and

5.  irrevocably and unconditionally appoint each of you, any Delegate and any
    Receiver (as defined in the Shares Charge) severally to be our attorney on
    the terms of Clause 11 of the Shares Charge (mutatis mutandis) as if we were
    the Chargor, and undertake to execute such further powers of attorney to
    enable you or such Delegate or Receiver to exercise your or its rights,
    powers and authorities in relation to the Shares conferred pursuant to the
    Shares Charge or by law in such form as you may reasonably require from time
    to time.

Date:

                                     - 17 -

<PAGE>

EXECUTED as a DEED               )
by                               )                       [L.S]
acting as attorney-in-fact       )
for and on behalf of             )
MARCONI COMMUNICATIONS LIMITED   )
in the presence of:              )

Signature of witness: ___________________________
Name of witness:      ___________________________
Address:              ___________________________
                      ___________________________
Occupation:           ___________________________

                                     - 18 -

<PAGE>

                                   SCHEDULE 3
                    FORM OF LETTER OF WAIVER AND UNDERTAKING

To:    The Law Debenture Trust Corporation p.l.c. (the "SECURITY TRUSTEE")

       Marconi Communications Asia Ltd (the "COMPANY")
       [address]

Date : [date of the Shares Charge]

Dear Sirs,

WAIVER OF RIGHTS OF PRE-EMPTION ON TRANSFER OF SHARES IN THE COMPANY (THE
"SHARES") UNDERTAKING IN RELATION TO THE ARTICLES OF ASSOCIATION OF MARCONI
COMMUNICATIONS ASIA LIMITED (THE "COMPANY")

We, Marconi Communications International Holdings Limited and Marconi
Communications Limited, being all the existing members of the Company, hereby:

(i)  after the occurrence of an Enforcement Event (as defined in the Shares
     Charge dated the same date as this letter made between the Company and the
     Security Trustee) and at any time thereafter which such Enforcement Event
     is continuing, waive and undertake to waive any and all rights of
     pre-emption or other restrictions on transfer of Shares conferred on us
     under the Articles of Association of the Company (including but not limited
     to regulation 27(a) of the Articles of Association) or otherwise by law;
     and

(ii) undertake not to propose or vote in favour of any resolution to add, delete
     or amend any provision of the Articles of Association of the Company
     relating to or in connection with rights of pre-emption or other
     restrictions on transfer of Shares (including but not limited to provisions
     relating to pre-emption rights on transfers of Shares or the discretion of
     directors of the Company to refuse to register any transferee of any Shares
     in the members' register of the Company).

                                     - 19 -

<PAGE>

EXECUTED as a DEED                 )
by                                       )
acting as attorney-in-fact               )
for and on behalf of                     )
MARCONI COMMUNICATIONS                   )
INTERNATIONAL HOLDINGS                   )
LIMITED in the presence of:              )

Signature of witness:      ___________________
Name of witness:           ___________________
Address:                   ___________________
                           ___________________
Occupation:                ___________________

EXECUTED as a DEED                 )
by                                       )
acting as attorney-in-fact               )
for and on behalf of                     )
MARCONI COMMUNICATIONS                   )
LIMITED in the presence of:              )

Signature of witness:      ___________________
Name of witness:           ___________________
Address:                   ___________________
                           ___________________
Occupation:                ___________________

                                     - 20 -

<PAGE>

                                   SCHEDULE 4
                FORM OF NOTICE TO THE COMPANY AND ACKNOWLEDGEMENT

To:   Marconi Communications Asia Limited

From: Marconi Communications International Holdings Limited

Date:

Dear Sirs,

We hereby give you notice that pursuant to a Shares Charge dated    2003 between
Marconi Communications International Holdings Limited as chargor and The Law
Debenture Trust Corporation p.l.c. as Security Trustee (as amended and
supplemented from time to time, the "SHARES CHARGE"), we have assigned to The
Law Debenture Trust Corporation p.l.c. (the "SECURITY TRUSTEE"), by way of
security, all of our right, title, interest and benefit in and to any and all
dividends, interest and other monies and distributions receivable by us or our
nominee from you ("DISTRIBUTIONS") in respect of the Shares (as defined in the
Shares Charge) from time to time.

Without prejudice to the foregoing, we hereby instruct you that with effect from
the receipt by you of a notice in writing from the Security Trustee stating that
an Enforcement Event (as defined in the Shares Charge) has occurred and until
you are notified by the Security Trustee that no Enforcement Event is
continuing, you shall pay and deliver any and all Distributions to the Security
Trustee (or to such person as the Security Trustee may specify in writing from
time to time).

The instructions contained in this letter may not be revoked or varied without
the prior written consent of the Security Trustee.

This letter is governed by and shall be construed in accordance with the laws of
Hong Kong.

Please acknowledge receipt of and agreement to the terms of this notice by
signing the acknowledgement on the enclosed copy of this letter and returning it
to the Security Trustee in accordance with the provisions of the Security Trust
and Intercreditor Deed.

Yours faithfully,

___________________________
for and on behalf of
Marconi Communications International Holdings Limited

                                     - 21 -

<PAGE>

                             FORM OF ACKNOWLEDGEMENT

To:      The Law Debenture Trust Corporation p.l.c. as Security Trustee (the
         "SECURITY TRUSTEE") and

         Marconi Communications International Holdings Limited (the "CHARGOR")

We acknowledge receipt of a notice in the terms set out above from the Chargor
and confirm that we have not received notice of any previous assignment or other
security of or over any of the right, title, interest and benefit in and to any
of the above-mentioned Distributions and that we will comply with instructions
of that notice.

We acknowledge and agree that the instructions contained in that notice may not
be revoked or varied without the prior written consent of the Security Trustee.

This acknowledgement is governed by and shall be construed in accordance with
the laws of Hong Kong.

Date:

___________________________
for and on behalf of
Marconi Communications Asia Limited

                                     - 22 -

<PAGE>

                                 EXECUTION PAGE

THE CHARGOR
                                                                           [L.S]
SIGNED, SEALED AND DELIVERED by                  )
M SKELLY                                         )        M SKELLY
as lawful attorney for and in the name of        )
MARCONI COMMUNICATIONS                           )
INTERNATIONAL HOLDINGS LIMITED                   )
in the presence of:                              )

Signature of witness:      S.J. KNIGHT
Name of witness:           S.J. KNIGHT
Address:                   ALLEN & OVERY
                           ONE NEW CHANGE
                           LONDON EC4M 9QQ
Occupation:                TRAINEE SOLICITOR

<PAGE>

THE SECURITY TRUSTEE

THE LAW DEBENTURE TRUST         )      R.D. RANCE
CORPORATION P.L.C.              )

By:               R.D. RANCE