EXHIBIT 10.12

          AGREEMENT BETWEEN THE COMPANY AND MCI INTERNATIONAL LTD. CO.
                             DATED AUGUST 14, 2003



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                            MCI(R) SERVICE AGREEMENT

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MCI WORLDCOM COMMUNICATIONS, INC.            CHINA WIRELESS COMMUNICATIONS, INC.
201 Spear Street, 9th Floor                  7365 Village Square Dr. Suite 1611
San Francisco, CA  94105                     Castle Rock, CO  80108-9372



By: /s/ DAVID S. MULLER                      By:  /s/ PEDRO E. RACELIS III
   ---------------------------------            --------------------------------

Name:    David S. Muller                     Name:  Pedro E. Racelis III
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Title:   VP, Business Development            Title:   Vice President
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Date:     8/27/03                            Date:  August 14, 2003
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ACCEPTANCE  DEADLINE.  This Agreement is binding upon execution by both parties.
Acceptance  of this  Agreement  by MCI is  subject  to  Customer  meeting  MCI's
standard  credit  terms  and  conditions,  which  may be based  on  commercially
available credit reviews and to which Customer hereby  consents.  This Agreement
shall be of no force and effect and the offer  contained  herein shall be deemed
withdrawn  unless this Agreement is executed by Customer and delivered to MCI on
or before AUGUST 15, 2003.

This  Agreement for MCI Services,  together with any  Attachments  and Schedules
made  part  hereof   ("Agreement"),   is  made  by  and  between  MCI   WORLDCOM
COMMUNICATIONS,  INC.  ("MCI"),  on  behalf  of itself  and its  affiliates  and
successors  and CHINA WIRELESS  COMMUNICATIONS,  INC.  ("Customer").  MCI or its
providing  affiliate  will provide to Customer the Services as set forth herein.
The rates,  discounts,  charges and credits set forth  herein shall be effective
the first day of the second full billing cycle following  execution and delivery
of this Agreement by Customer to MCI ("Effective Date").

                              TERMS AND CONDITIONS

1.   SERVICES.   MCI  will  provide  to  Customer the international, interstate,
intrastate  and local  telecommunications  services  ("Services")  identified in
Attachment A to this Agreement.

2.   TERM.  The  "Term"  shall  begin  on  the  Effective  Date and end upon the
completion of thirty-six (36) monthly billing periods after the Acceptance Date,
as defined in Attachment A, Section 1.3.2.

3.   TARIFF AND GUIDE.  MCI's provision of Services to Customer will be governed
by MCI's  international,  interstate and state tariffs  ("Tariff(s)")  and MCI's
"Service  Publication and Price Guide"  ("Guide"),  each as supplemented by this
Agreement.  This  Agreement  incorporates  by  reference  the terms of each such
Tariff and the Guide.  The Guide is  available  to  Customer  on MCI's  internet
website  (www.mci.com)  ("Website") and at MCI's offices during regular business
hours at 22001 Loudoun County Parkway,  Ashburn,  Virginia 20147. MCI may modify
the Guide from time to time, and any modification will be binding upon Customer.
Except  for  new  services,   service  features,   service  options  or  service
promotions,  which will become  effective  immediately upon their posting in the
Guide on the Website,  any modification  made to the Guide will become effective
beginning on the first day of the next calendar  month  following its posting on
the Website or,  thereafter,  on the first day of the next service billing cycle
whenever adjustments are made to rates or charges, provided that no modification
shall become  effective and binding on Customer  until it has been posted in the
Guide for at least  fifteen (15) calendar  days.  The  contractual  relationship
between MCI and Customer shall be governed by the following order of precedence:
(i) the Tariffs to the extent applicable, (ii) the provisions of this Agreement,
and (iii) the Guide.

4.   CHANGES TO THE GUIDE.  If  MCI  makes  any changes to the Guide (other than
changes to  Governmental  Charges  referenced  below) which affect Customer in a
material and adverse manner,  Customer,  as its sole remedy, may discontinue the
affected  Service  without  liability  by providing  MCI with written  notice of
discontinuance  within  sixty (60) days of the date such change is posted on the
Website.  Customer  shall pay all  charges  incurred  up to the time of  Service
discontinuance.  MCI may avoid Service discontinuance if, within sixty (60) days
of receipt of Customer's  written  notice,  it agrees to amend this Agreement to
eliminate the  applicability of the material and adverse change. If a Service is
discontinued hereunder,  the Customer's AVC will be reduced, as appropriate,  to
accommodate  the  discontinuance.  A  "material  and adverse  change"  shall not
include, nor be interpreted to include, (i) the introduction of a new service or
any new service  feature  associated  with an existing  service,  including  all
terms,  conditions  and prices  relating  thereto,  or (ii) the imposition of or
changes to Governmental Charges.

5.    RATES AND CHARGES.  Customer agrees to pay the rates and charges set forth
in this Agreement.  In the event (i) Customer receives any services that are not
the  subject  of  rates,  charges  and  discounts  expressly  set  forth in this
Agreement,  or (ii) Customer  purchases any services after the expiration of the
Term,  Customer  shall  pay MCI's  standard  rates as set forth in the Guide (or
Tariffs,  if applicable)  for those  services.  Rates set forth in the Guide and
Tariffs are subject to change.

      5.1     CURRENCY CONVERSION.

      (a)  If  MCI  bills  Customer  in  local  currency,  Customer  will,  in a
   subsequent  bill,  be  billed  for  or  receive  credit  for  any  applicable
   collection loss or gain,  determined by comparing the amount of U.S.  Dollars
   credited to MCI's account with the amount of the relevant  dollar-based  bill
   prior to its conversion to local currency.

      (b) MCI's agreement to bill Customer in local currency shall be valid only
   for those countries which permit the free  transferability out of the country
   of funds which are readily convertible to U.S. Dollars. If at any time during
   the term of this Agreement,  any  international  law,  regulation or practice
   prohibits or  significantly  impedes MCI's ability to receive U.S. Dollars in
   payment of its international  currency bills to Customer, the Customer should
   find an alternate solution to pay MCI's bills.

      (c) Where the charges of any overseas provider of a portion of the Service
   are converted to U.S.  Dollars and/or to local billing


                                MCI CONFIDENTIAL
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   currency and included in Customer's invoices, the currency conversion will be
   made  as of a  predetermined  date at the rates  published in the Wall Street
   Journal.  Any  currency  exchange  loss or gain arising from billing as above
   and the actual settlement with the overseas providers, called Settlement Loss
   or Gain on Exchange, will be included in subsequent month's billing.

      (d)  Customer  acknowledges  and agrees that all charges owed to MCI under
   this Agreement  shall be paid by Customer to MCI in full,  without  deduction
   for any banking charge or fee (the  "Additional  Charges").  Customer further
   acknowledges   and  agrees   that  such   Additional   Charges  are  not  the
   responsibility of MCI and are Customer's sole  responsibility.  Customer also
   acknowledges  and  agrees  that  Customer  shall be  solely  responsible,  as
   necessary,  for complying with any exchange control or banking regulations of
   any of the countries related to the making or transfer of any payments due to
   MCI under this Agreement.

6.    MINIMUM ANNUAL VOLUME COMMITMENT ("AVC").  Customer  agrees  to pay MCI no
less than Three Hundred Thousand Dollars ($300,000) in Total Service Charges (as
hereinafter  defined)  during each Contract  Year. A "Contract  Year" shall mean
each  consecutive  twelve-month  period of the Term commencing on the Acceptance
Date.  "Total Service Charges" shall mean all charges,  after application of all
discounts  and credits,  incurred by Customer for Services  provided  under this
Agreement,  specifically excluding:  (a) taxes, tax-like charges and tax-related
surcharges; (b) charges for equipment and colocation (unless otherwise expressly
stated herein);  (c) charges  incurred for goods or services where MCI or an MCI
affiliate  acts as agent for Customer in its  acquisition  of goods or services;
(d)  non-recurring  charges;  (e)  "Governmental  Charges" as defined below; (f)
international  pass-through  access charges  (i.e.,  Type 3/PTT) and charges for
international  access provided by MCI (i.e., Type 1) (unless otherwise expressly
stated herein); and (g) other charges expressly excluded by this Agreement.

7.    UNDERUTILIZATION CHARGES.  If,  in  any  Contract  Year  during  the Term,
Customer's  Total  Service  Charges do not meet or exceed the AVC, then Customer
shall pay: (a) all accrued but unpaid  usage and other  charges  incurred  under
this Agreement;  and (b) an "Underutilization  Charge" in an amount equal to the
difference  between the AVC and  Customer's  Total Service  Charges  during such
Contract Year.

8.    GOVERNMENTAL CHARGES.  MCI  may  adjust  its  rates  and charges or impose
additional  rates and  charges in order to recover  amounts  it is  required  or
permitted by governmental or  quasi-governmental  authorities to collect from or
pay to others in support of  statutory  or  regulatory  programs  ("Governmental
Charges").  Examples of such Governmental  Charges include,  but are not limited
to,  Universal  Service  funding,  Primary  Interexchange  Carrier  Charge  cost
recovery,  and  compensation  payable to payphone  service  providers for use of
their payphones to access MCI's service.

9.    TAXES.  All charges are exclusive of applicable federal, state, local, and
foreign sales, use, excise, utility, gross receipts and value added taxes; other
taxes and tax-like  charges;  and  tax-related  surcharges  as provided in MCI's
Tariffs  and the Guide  ("Taxes"),  which  Customer  agrees to pay.  If Customer
provides  MCI with a duly  authorized  exemption  certificate,  MCI will  exempt
Customer  in  accordance  with  law,  effective  on the  date MCI  receives  the
certificate. Taxes based on MCI's net income shall be MCI's sole responsibility;
provided  that,  if  Customer  is  required  by  the  laws  of any  foreign  tax
jurisdiction to withhold income or profits taxes from a payment,  within 90 days
of the  withholding  Customer  shall provide MCI with official tax  certificates
documenting  remittance of the taxes.  The tax  certificates  shall be in a form
sufficient  to  document  qualification  of the taxes for the foreign tax credit
allowable against MCI's U.S. corporation income tax, and shall be accompanied by
an English  translation.  Upon receipt of the tax  certificates,  MCI will issue
Customer a credit for the amounts represented thereby.

10.   EARLY TERMINATION CHARGES.  If:  (a)  Customer terminates  this  Agreement
during  the Term for  reasons  other  than  Cause;  or (b) MCI  terminates  this
Agreement for Cause pursuant to the Sections entitled "Termination for Cause" or
"Termination by MCI," then Customer will pay, within thirty (30) days after such
termination:  (i) all accrued but unpaid  charges  incurred  through the date of
such termination, plus (ii) an amount equal to one hundred percent (100%) of the
AVC for each  Contract  Year (and a pro rata  portion  thereof  for any  partial
Contract  Year)  remaining in the  unexpired  portion of the Term on the date of
such termination,  plus (iii) a pro rata portion of any and all credits received
by Customer.

11.   PAYMENT.  Customer agrees to prepay MCI for all Services, with payment due
on the date of invoice.  Payments must be made at the address  designated on the
invoice or other such place as MCI may designate.  Amounts not paid on or before
thirty (30) days from  invoice date shall be  considered  past due, and Customer
agrees to pay a late payment charge equal to the lesser of: (a) one and one-half
percent  (1.5%) per month,  compounded,  or (b) the  maximum  amount  allowed by
applicable law, as applied against the past due amounts.  Customer must give MCI
written  notice of a dispute with respect to MCI charges or the  application  of
Taxes within six (6) months of the date of the invoice, or such invoice shall be
deemed to be correct and binding on Customer.  Customer  shall be liable for the
payment of all fees and expenses, including attorney's fees, reasonably incurred
by MCI in collecting,  or attempting to collect, any charges owed hereunder. All
Services will be billed in U.S. Dollars unless stated expressly otherwise.

   11.1   Customer's  first  payment, due  on the Acceptance Date (as defined in
   Attachment  A,  Section  1.3.2),  shall be in the  amount of Eighty  Thousand
   Dollars  ($80,000).  If the  amount  of the first  invoice  is  greater  than
   $80,000,  Customer will pay the  difference  when  Customer  makes its second
   monthly payment. If the amount of the first invoice is less than the $80,000,
   the difference will be credited  towards  Customer's  second monthly payment.
   Each monthly  billing period  thereafter,  Customer will pay: (a) one month's
   monthly  recurring  charges  for  all  Services  ordered  by  Customer  under
   Attachment A, plus the difference  between the immediately  preceding month's
   invoice  total  and the  amount  prepaid  by  Customer  for such  immediately
   preceding  month's  Services (if such prepaid amount is less than the invoice
   total); or (b) one month's monthly recurring charges for all Services ordered
   by Customer under  Attachment A, less the difference  between the immediately
   preceding  month's  invoice total and the amount prepaid by Customer for such
   immediately  preceding  month's Services (if such prepaid amount is more than
   the invoice total).  For  illustration  purposes only, by way of example,  if
   Customer's  first invoice  totals  $85,000,  then  Customer's  second monthly
   payment would equal $55,000,  as follows:  (i) the $5,000 difference  between
   the first invoice and the $80,000 initial  prepayment by Customer,  plus (ii)
   the monthly recurring charges for the second month of Service  (approximately
   $50,000, based on Customer's projected initial Service orders).

12.   TERMINATION FOR CAUSE.  Either  party  may  terminate  this  Agreement for
Cause. As to payment of invoices,  "Cause" shall mean the Customer's  failure to
pay any  invoice  within  five (5) days after the date of the  invoice.  For all
other  matters,  "Cause"  shall mean a breach by the other party of any material
provision of this Agreement, provided that written notice of the breach has been
given to the  breaching  party,  and the breach has not been cured within thirty
(30) days after delivery of such notice.

13.   TERMINATION BY MCI.  MCI  may  discontinue  service  and/or terminate this
Agreement immediately upon notice to Customer (a) if Customer fails, after MCI's
request,  to provide a bond or security deposit;  (b) if Customer does not fully
pay any undisputed  invoices within five (5) days after the invoice date; or (c)
if Customer provides


                                MCI CONFIDENTIAL
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false information to MCI regarding the Customer's identity, creditworthiness, or
its  planned  use of the  Services.  MCI may  discontinue  service  immediately,
without  notice,  if  interruption of service is necessary to prevent or protect
against fraud or otherwise protect MCI's personnel, facilities or services.

14.   TERMINATION FOR UNAVAILABILITY OF LEASED FACILITIES.  MCI  will attempt to
procure  the  dedicated  circuit(s)   identified  in  Attachment  A  as  "Leased
Circuits,"  including  the China IPL  Circuit,  as defined  in Section  1.3.1 of
Attachment  A.  MCI's  ability to procure  the Leased  Circuit(s)  is subject to
availability of such circuit(s) from an alternate access provider.  If MCI fails
to enter into an  agreement  with an  alternate  access  provider for the Leased
Circuit(s)  within  thirty (30) days of the Effective  Date,  MCI will so notify
Customer  and the  parties'  obligations  under this  Agreement  will  terminate
without liability or further obligation.

15.   DISCONNECTION  OF  SERVICE. Customer  shall  provide sixty (60) days prior
written  notice  for the  disconnection  of  service.  Notwithstanding  any such
termination,  Customer will remain liable for any applicable  early  termination
charges  set  forth in this  Agreement.  For a service  disconnect  notice to be
effective,  Customer must receive a  confirmation  from MCI's  Customer  Service
organization stating that the disconnect notice was received and accepted.

16.   CUSTOMER-OBTAINED  FACILITIES.  Customer  is   responsible  for obtaining,
installing,  and maintaining  all equipment,  software,  wiring,  power sources,
telephone  connections  and/or  communications  services  necessary  for  use in
conjunction with the Services ("Customer Facilities") (including but not limited
to  Customer  Facilities  for use in  conjunction  with the Leased  Circuit(s)).
Customer is  responsible  for  ensuring  that the  Customer  Facilities  are and
continue to be compatible  with the  Services.  MCI is not  responsible  for the
availability,  capacity or condition of any Customer Facilities  associated with
the Services.

17.   CONFIDENTIAL INFORMATION.  Commencing  on  the date Customer executes this
Agreement and continuing for a period of three (3) years from the termination of
this Agreement, each party shall protect as confidential, and shall not disclose
to any third party,  any Confidential  Information  received from the disclosing
party or otherwise  discovered  by the  receiving  party during the Term of this
Agreement,  including,  but not  limited  to,  the  pricing  and  terms  of this
Agreement,  and any information  relating to the disclosing party's  technology,
business affairs,  and marketing or sales plans  (collectively the "Confidential
Information").  The  parties  shall use  Confidential  Information  only for the
purpose of this Agreement.  The foregoing  restrictions on use and disclosure of
Confidential  Information  do  not  apply  to  information  that:  (a) is in the
possession  of the  receiving  party  at the time of its  disclosure  and is not
otherwise subject to obligations of confidentiality;  (b) is or becomes publicly
known,  through no  wrongful  act or  omission of the  receiving  party;  (c) is
received  without  restriction  from a third  party free to  disclose it without
obligation  to the  disclosing  party;  (d) is  developed  independently  by the
receiving party without  reference to the  Confidential  Information,  or (e) is
required to be disclosed by law, regulation, or court or governmental order.

18.   ACCEPTABLE USE. Use of the Service(s) and related equipment and facilities
must  comply  with the  then-current  version of the MCI  Acceptable  Use Policy
("Policy")   for  the   countries   from   which   Customer   uses   them   (see
www.mci.com/terms).  MCI  reserves  the right to  suspend or  terminate  Service
effective upon notice for a violation of the Policy. Customer will indemnify and
hold harmless MCI from any losses, damages, costs or expenses resulting from any
third-party  claim or allegation  which if true, would constitute a violation of
the Policy. Each party will promptly notify the other of any such claim.

19.   DOMAIN NAMES.  Customer will  indemnify MCI for  cost or liability arising
from  Customer's use of any domain name registered or administered on Customer's
behalf that violates the service mark, trademark or other intellectual  property
rights of any third party.  Customer  irrevocably  waives any claims against MCI
that may arise from the acts or omissions of domain name registries,  registrars
or other authorities.  Any violation of this Section is deemed a material breach
establishing Cause for termination.

20.   DISCLAIMER  OF  WARRANTIES.   EXCEPT  AS  SPECIFICALLY SET  FORTH  IN THIS
AGREEMENT, MCI MAKES NO WARRANTIES,  EXPRESS OR IMPLIED, AS TO ANY MCI SERVICES,
RELATED  PRODUCTS,  EQUIPMENT,  SOFTWARE  OR  DOCUMENTATION.   MCI  SPECIFICALLY
DISCLAIMS  ANY AND ALL IMPLIED  WARRANTIES,  INCLUDING  WITHOUT  LIMITATION  ANY
IMPLIED  WARRANTIES OF  MERCHANTABILITY,  FITNESS FOR A PARTICULAR  PURPOSE,  OR
TITLE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS. MCI MAKES NO WARRANTIES, EXPRESS
OR IMPLIED, WITH RESPECT TO ANY LEASED CIRCUIT(S),  MCI'S ABILITY TO PROCURE ANY
LEASED CIRCUIT(S), OR ANY OTHER SERVICE PROVIDED BY MCI IN CONNECTION THEREWITH.

21.   DISCLAIMER OF CERTAIN DAMAGES.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER
FOR ANY  INDIRECT,  CONSEQUENTIAL,  EXEMPLARY,  SPECIAL,  INCIDENTAL OR PUNITIVE
DAMAGES,  INCLUDING  WITHOUT  LIMITATION LOSS OF USE OR LOST BUSINESS,  REVENUE,
PROFITS,  OR GOODWILL,  ARISING IN  CONNECTION  WITH THIS  AGREEMENT,  UNDER ANY
THEORY OF TORT, CONTRACT,  INDEMNITY,  WARRANTY, STRICT LIABILITY OR NEGLIGENCE,
EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

22.   LIMITATION OF LIABILITY.  THE  TOTAL  LIABILITY  OF  MCI  TO  CUSTOMER  IN
CONNECTION  WITH THIS  AGREEMENT,  FOR ANY AND ALL CAUSES OF ACTIONS AND CLAIMS,
INCLUDING,   WITHOUT  LIMITATION,   BREACH  OF  CONTRACT,  BREACH  OF  WARRANTY,
NEGLIGENCE,  STRICT  LIABILITY,  MISREPRESENTATION  AND  OTHER  TORTS,  SHALL BE
LIMITED TO THE LESSER OF: (A)  DIRECT  DAMAGES  PROVEN BY  CUSTOMER;  OR (B) THE
AMOUNT PAID BY CUSTOMER TO MCI UNDER THIS AGREEMENT FOR THE ONE (1) MONTH PERIOD
PRIOR TO ACCRUAL OF THE MOST  RECENT  CAUSE OF ACTION.  NOTHING IN THIS  SECTION
SHALL  LIMIT  MCI'S  LIABILITY:  (A) IN TORT  FOR  ITS  WILLFUL  OR  INTENTIONAL
MISCONDUCT;  OR (B) FOR  BODILY  INJURY  OR DEATH  PROXIMATELY  CAUSED  BY MCI'S
NEGLIGENCE; OR (C) LOSS OR DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY
PROXIMATELY CAUSED BY MCI'S NEGLIGENCE.

23.  FORCE MAJEURE. Any delay in or failure of performance by either party under
this  Agreement  (other  than  a  failure  to  comply  with  payment  or  surety
obligations) shall not be a breach of this Agreement if and to the extent caused
by events beyond the reasonable control of the party affected, including without
limitation, acts of God, embargoes,  governmental restrictions,  strikes, riots,
wars or other  military  action,  civil  disorders,  rebellion,  fires,  floods,
vandalism,  or sabotage.  Market  conditions  and/or  fluctuations  (including a
downturn of Customer's  business) shall not be deemed force majeure events.  The
party whose  performance  is affected by such events shall  promptly  notify the
other  party,  giving  details  of the  force  majeure  circumstances,  and  the
obligations  of the party  giving such notice  shall be  suspended to the extent
caused by the force majeure and so long as the force majeure continues,  and the
time for performance of the affected  obligation  hereunder shall be extended by
the length of the delay caused by the force majeure event.

24.   ASSIGNMENT.  Neither  party may assign this Agreement or any of its rights
hereunder  without the prior written  consent of the other party,  which consent
shall not be unreasonably withheld;  provided that MCI


                                MCI CONFIDENTIAL
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<PAGE>

may assign this  Agreement to an affiliate or successor  without the  Customer's
written consent.

25.  SERVICE MARKS, TRADEMARKS AND NAME. Neither MCI nor Customer shall: (a) use
any service  mark or  trademark  of the other  party;  or (b) refer to the other
party  in  connection  with  any  advertising,   promotion,   press  release  or
publication unless it obtains the other party's prior written approval.

26.  GOVERNING LAW. This Agreement shall be governed by the laws of the State of
New York without regard to its choice of law principles. Non-U.S. Services shall
be subject to applicable  local laws and regulations in any countries where such
Services originate or terminate, including applicable locally filed Tariffs.

27.  COMPLIANCE WITH LAWS. All Services are provided subject to applicable local
laws and regulation, including the applicable Tariffs and price lists of MCI, in
the countries in which Service is provided. MCI is and shall be considered to be
the exporter for purposes of U.S.  export control laws and  regulations  for all
software,  hardware,  equipment and technical  staff  provided by MCI under this
Agreement to  Customer's  non-U.S.  locations.  In addition,  to the extent that
Customer may be  considered  an exporter or  re-exporter  under the U.S.  Export
Control  laws,  MCI agrees to provide to Customer all  information  necessary to
assist Customer to comply with such laws, including without limitation, accurate
statements regarding the classification of MCI products. Customer is responsible
for complying with all laws and regulations  including  without  imitation,  (i)
local license or permit requirements,  (ii) export,  import and customs laws and
regulations  (such as the  export  and  re-export  controls  under  U.S.  Export
Administration  Regulations and/or similar  regulations of the U.S. or any other
country)  which may apply to certain  equipment,  software  and  technical  data
provided  hereunder,  and (iii) foreign corrupt practices acts.  Notwithstanding
the  foregoing,  MCI does not  represent  that any necessary  import,  export or
customs licenses or approvals will be granted with respect to Services  provided
hereunder.

28.   NOTICE. All notices (including Customer's notice of disconnect), requests,
or other  communications  (excluding invoices) hereunder shall be in writing and
either  transmitted  via overnight  courier,  electronic  mail, hand delivery or
certified or registered  mail,  postage prepaid and return receipt  requested to
the  parties at the  following  addresses.  Notices  will be deemed to have been
given when received.  The  cancellation  of Service will be effective sixty (60)
days after MCI receives written notice of cancellation.


            TO MCI                                    WITH A COPY TO:
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MCI WORLDCOM Communications, Inc.            MCI WORLDCOM Communications, Inc.
--------------------------------------------------------------------------------
6312 S. Fiddlers Green Circle, Suite 600     201 Spear Street, 9th Floor
Englewood, CO  80111                         San Francisco, CA  94105
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Attn: Director, Commercial Accounts          Attn:  Business Transactions Law &
                                                    Public Policy
--------------------------------------------------------------------------------

To Customer:    At the address provided on Page 1.

29.    ENTIRE AGREEMENT. This Agreement (and any Attachments and other documents
incorporated  herein by reference)  constitutes the entire agreement between the
parties with respect to the Services ordered under this Agreement and supersedes
all other  representations,  understandings or agreements that are not expressed
herein,  whether  oral or written.  Except as  otherwise  set forth  herein,  no
amendment to this Agreement  shall be valid unless in writing and signed by both
parties.



                                MCI CONFIDENTIAL
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                                  ATTACHMENT A

                                    SERVICES


1. SERVICES. For the following Services, Customer shall pay the applicable rates
and receive the applicable discounts listed below, if any. Customer shall not be
eligible to receive any other additional  discounts,  promotions  and/or credits
(Tariffed or otherwise). For services that receive a discount off of the Guide /
Tariff  rates,  any change in the Guide / Tariff  rates will be reflected in the
invoice  for the next  monthly  billing  cycle.  For  services  that  receive  a
postalized rate which fluctuates with changes in the Guide / Tariff, those rates
will be reviewed on the first day of January  during each  calendar  year of the
Term,  and  adjusted  by an  amount  equal to the same  percentage  by which the
corresponding standard Guide / Tariff rates were adjusted during the immediately
preceding  calendar year. For services with fixed rates,  the rates shall remain
fixed for the Term. For services and charges not  specifically set forth in this
Attachment,  Customer  shall pay MCI's  standard Guide / Tariff rates or charges
for the applicable service.

     1.1 DEDICATED ACCESS SERVICE (OPTIONS 1 & 2).

           1.1.1  In  lieu  of  any  other  discounts, Customer will receive the
                  3-year Access Term Discount Plan associated with the Reach the
                  Network Tiered Access  Promotion,  as  set forth in the Guide,
                  for the Term of this Agreement.

           1.1.2  In lieu of  the  rates  and  discounts  provided under Section
                  1.1.1 above, and  in  lieu of  any  other  rates or discounts,
                  Customer  will  pay  the  following  local  loop  charges  for
                  MCI-provisioned DS1 Access based  on  NPA-NXX.  The  following
                  rates shall be fixed for the Term:

                  NPA-NXX   MONTHLY RECURRING LOCAL      INSTALLATION COST
                            LOOP CHARGE
                  202-789   $202.08                      $200.00
                  773-384   $202.08                      $200.00
                  617-437   $202.08                      $200.00
                  213-386   $202.08                      $200.00
                  206-729   $202.08                      $200.00
                  972-991   $202.08                      $200.00

           1.1.3  Acceptance  of  Dedicated  Access  Service orders by MCI under
                  this Agreement is  contingent upon  the  availability  of  the
                  China IPL Circuit defined in Section 1.3.1 below.

     1.2    ATM SERVICE. ATM  Service  allows  Customer to transmit voice, video
            and data communications over a single  virtual network via a variety
            of Customer network interface speeds  and service categories without
            protocol  conversion.  ATM  Service is  currently available in North
            America  and in select cities in Europe. ATM Service may include the
            following:  (i)  equipment  necessary  to  support  the ATM Service,
            including equipment located  on  Customer's  premises  and equipment
            located  on  MCI's  premises,  (ii) local access facilities, (iii) a
            Network  Node  (as  defined  below)  for  each  location   requiring
            connectivity to  the  MCI  network,  and  (iv)  maintenance  of  the
            equipment and  services provided by MCI. A "Network Node" includes a
            port  connection, i.e., access to the MCI network, and the permanent
            virtual circuits ("PVCs") assigned to said port.

           1.2.1  DOMESTIC ATM SERVICE (OPTIONS 1 & 2). Customer shall pay MCI's
                  standard  rates  for  Domestic  ATM  Service,  including  both
                  monthly    recurring   charges   and   one-time  non-recurring
                  installation  charges per  location, less  a fixed discount of
                  fifty-two percent  (52%) which  will be  applied to Customer's
                  recurring port and PVC charges only.

           1.2.2  INTERNATIONAL ATM SERVICE (OPTIONS 1 & 2).  Customer shall pay
                  MCI's standard  rates  for  International  ATM  Service  (U.S.
                  Originating),  including  both  monthly recurring charges  and
                  one-time non-recurring installation charges per  location less
                  a fixed  discount  of  fifty-two  percent (52%) which  will be
                  applied to Customer's recurring port and PVC charges only.

           1.2.3  INTERNATIONAL  ATM SERVICE (NON-U.S. ORIGINATING) (OPTIONS 1 &
                  2). International  ATM  Service  (Non-U.S. Originating) is MCI
                  ATM Service which originates  outside  the  United  States and
                  will  be  governed  by  the  Guide  as  such  Guide applies to
                  Internet,  Enhanced,  and  Other  Nonregulated  Products   and
                  Services to   the  extent  permissible  and not superseded  by
                  applicable  local  laws  and  regulations  (including  foreign
                  Tariffs in those countries  where the  service  originates and
                  terminates).   Subject  to  the  discounts  specified  herein,
                  Customer will pay Company's  then-current  standard rates  and
                  charges   for   the   International   ATM   Service  (Non-U.S.
                  Originating). Such charges shall include:

                  o   Non-recurring installation and reconfiguration charges;

                  o   Monthly  Recurring  Charges, which shall include recurring
                      charges related to equipment, local access and maintenance
                      (all  pursuant  to  a  separate  contract)  and  recurring
                      charges  for Network Nodes, which shall be calculated on a
                      calendar-month  billing  period  and  billed  monthly   in
                      arrears by Company; and

                  o   Ancillary Charges, which may include expedite and
                      cancellation   charges   as  well  as   pre-   and   post-
                      engineering.  Charges  and  credits  due to changes in the
                      Service  (and  additions or  deletions  of) Network  Nodes
                      during a month for which  Customer has already been billed
                      by Company, shall appear on a subsequent bill.

                  1.2.3.1  INSTALLATION CHARGES.   Customer  will   receive  the
                           International  ATM Port  Installation  Promotion  and
                           shall  abide by the  terms and  conditions  contained
                           therein.  For  informational   purposes,   Customer's
                           standard  (non-expedite)  installation charge for its
                           DS-3 ATM port in Hong  Kong,  under  the terms of the
                           International  ATM Port  Installation  Promotion,  is
                           $600.00.

                  1.2.3.2  DISCOUNTS. In lieu of any other discounts offered for
                           International  ATM  Service  (Non-U.S.  Originating),
                           Customer  will receive a fixed  discount of fifty-two
                           percent  (52%) off of recurring  port and PVC charges
                           only (i.e.,  exclusive  of charges for

                                MCI CONFIDENTIAL
                                       5

<PAGE>


                           any  non-Guide  service  elements  not  specified  as
                           eligible  for  discounts,   access  charges,   access
                           coordination  charges,  network  management  charges,
                           CPE, and taxes and tax-related surcharges).

           1.2.4  Acceptance  of  ATM Service orders by MCI under this Agreement
                  is contingent upon  the  availability of the China IPL Circuit
                  defined in Section 1.3.1 below.

     1.3    INTERNATIONAL DEDICATED LEASED LINE/PRIVATE LINE SERVICE (OPTION 1).

           1.3.1  For  Customer's  International Private Line (Option 1) Service
                  end-to-end  DS-3 circuit  between the China Netcom POP located
                  at 9/F Telecom Building, No. 2 Xiaguangli,  Chaoyang District,
                  Beijing 100027, China and the MCI POP in Hong Kong, China (the
                  "China  IPL  Circuit"),   in  lieu  of  all  other  rates  and
                  discounts, Customer will pay the charges set forth in Sections
                  1.3.1.1 and  1.3.1.2.  The China IPL Circuit will be billed in
                  U.S.  Dollars.  The  charges  below do not include any special
                  construction   costs  or  charges   associated  with  Customer
                  Facilities.

                  1.3.1.1  NON-RECURRING  CHARGES.  Customer will pay $16,411.00
                           for  standard  one-time  (non-expedite)  installation
                           charges   associated  with  the  China  IPL  Circuit.
                           Customer will be responsible for any other applicable
                           non-recurring  charges,  including but not limited to
                           expedite  charges,   relocation/change  charges,  and
                           cancellation charges, which will be priced separately
                           at MCI's discretion.  Notwithstanding anything to the
                           contrary in this  Agreement,  the Tariff(s) or Guide,
                           installation  charges for the China IPL Circuit  will
                           not be waived or offset by any  installation  credits
                           provided to Customer  under any available  promotions
                           or  otherwise  in  the   Tariff(s),   Guide  or  this
                           Agreement.

                  1.3.1.2  MONTHLY  RECURRING  CHARGES.   Customer  will  pay a
                           monthly  recurring charge of $32,817.00 for the China
                           IPL  Circuit.  Amounts  paid by Customer  for Monthly
                           Recurring  Charges  for the  China IPL  Circuit  will
                           contribute toward Customer's satisfaction of the AVC.

           1.3.2  Billing  for  Monthly  Recurring  Charges  for  the  China IPL
                  Circuit  will  commence  on the first  day of the  first  full
                  billing  cycle  following  the date the  circuit is first made
                  available for use (the "Acceptance  Date").  The first invoice
                  will include non-recurring installation charges and fractional
                  monthly recurring charges from the date of first  availability
                  of such facilities,  as well as the monthly  recurring charges
                  for the first full month of service.

           1.3.3  Pricing for the China IPL Circuits is budgetary and subject to
                  availability of facilities.

           1.3.4  The China IPL Circuit has a minimum circuit term commitment of
                  3 years.  If Customer  cancels  the IPL  Circuit  prior to the
                  expiration  date of the circuit  term  commitment  for reasons
                  other than Cause,  or MCI cancels the IPL Circuit for Cause or
                  pursuant  to  the   provision  of  this   Agreement   entitled
                  Termination by MCI, then,  unless the parties agree otherwise,
                  this  Agreement will terminate and Customer will be billed and
                  required to pay the Early Termination  Charges as set forth in
                  this  Agreement.  If the  parties  agree  that this  Agreement
                  should  continue in full force and effect for the remainder of
                  the term  notwithstanding  the  termination  of the  China IPL
                  Circuit,  then  Customer will be billed and required to pay an
                  early  termination  charge  equal  to  the  monthly  recurring
                  charges for the remainder of the term of the China IPL Circuit
                  as of the date of such  termination,  and  Customer's  AVC for
                  each  year  remaining  in the  Term  as of the  date  of  such
                  termination  will be reduced by an amount equal to twelve (12)
                  times the monthly  recurring charge for the China IPL Circuit,
                  or a pro rata portion  thereof for any partial  Contract Year.
                  Customer will pay any early termination charges owed hereunder
                  within thirty (30) days after such termination.





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                                MCI CONFIDENTIAL
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