<PAGE>   1
                                                                    Exhibit 10.3

                             DATED JANUARY 12, 2000

                    (1) HUTCHISON TELECOMMUNICATIONS LIMITED

                           (2) HUTCHISON WHAMPOA LTD.

                            (3) GLOBAL CROSSING LTD.

                        (4) GLOBAL CROSSING HOLDINGS LTD.

                            (5) HCL HOLDINGS LIMITED

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

                             SHAREHOLDERS AGREEMENT

                                   RELATING TO

                              HCL HOLDINGS LIMITED

                            -------------------------
<PAGE>   2
                                      INDEX

<TABLE>
<CAPTION>
                                                                                                                   PAGE
                                                                                                                   ----
<S>      <C>                                                                                                       <C>
1.       DEFINITIONS AND INTERPRETATION..........................................................................    2
2.       THE COMPANY AND HCL.....................................................................................    9
3.       ARTICLES OF ASSOCIATION.................................................................................   13
4.       BUSINESS OF THE HCL GROUP...............................................................................   13
5.       DIRECTORS...............................................................................................   16
6.       SHAREHOLDERS MEETINGS...................................................................................   20
7.       DEADLOCK................................................................................................   21
8.       ACCOUNTS AND INFORMATION TO SHAREHOLDERS................................................................   22
9.       BUSINESS PLAN; OPERATING BUDGET.........................................................................   23
10.      EMPLOYMENT POLICIES.....................................................................................   25
11.      TRANSFER OF SHARES AND SHAREHOLDERS LOANS...............................................................   25
12.      INTENTIONALLY DELETED...................................................................................   27
13.      GUARANTEE...............................................................................................   27
14.      CONFIDENTIALITY.........................................................................................   29
15.      NON COMPETITION AND OTHER OBLIGATIONS...................................................................   29
16.      PROTECTION OF NAME......................................................................................   35
17.      TERMINATION.............................................................................................   35
18.      MISCELLANEOUS...........................................................................................   36
19.      NOTICE..................................................................................................   38
20.      TAXES...................................................................................................   39
21.      AGENT FOR SERVICE.......................................................................................   42
22.      EFFECTIVE DATE..........................................................................................   43
</TABLE>

SCHEDULE

SCHEDULE 1A - A GROUP SERVICES
SCHEDULE 1B - B GROUP SERVICES
SCHEDULE 2 - NON-COMPETE EXCEPTIONS
SCHEDULE 3 - RESERVED MATTERS
SCHEDULE 4 - DEED OF ADHERENCE
SCHEDULE 5 - ARBITRATION
<PAGE>   3
                             SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENTS is made on the 12th day of January, 2000

BETWEEN

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

         (2) HUTCHISON WHAMPOA LIMITED, a company incorporated in Hong Kong with
its registered office at 22nd Floor, Hutchison House, 10 Harcourt Road, Hong
Kong ("Principal Party A");

         (3) GLOBAL CROSSING HOLDINGS LTD., a company incorporated in Bermuda
with its registered office at Wessex Hour, 45 Reid Street, Hamilton, HM12,
Bermuda ("Party B");

         (4) GLOBAL CROSSING LTD., a company incorporated in Bermuda with its
registered office at Wessex House, 45 Reid Street, Hamilton, HM12, Bermuda
("Principal Party B"); and

         (5) HCL HOLDINGS LIMITED, a company incorporated in the British Virgin
Islands with its registered office at the offices of Trident Trust Company
(B.V.I.) Limited, P.O. Box 146, Road Town, Tortola, British Virgin Islands (the
"Company").

WHEREAS,

(A)      The Company is a company incorporated in the British Virgin Islands
         with registered number 69098 and as at the date hereof has an
         authorised capital of US$50,000 divided into 50,000 shares of US$1
         each, 320 of such shares have been issued and are fully paid and are
         beneficially owned by Party A and by Party B as to 160 shares each.

(B)      Hutchison Communications Limited ("HCL") is a company incorporated in
         Hong Kong with registered number 385946 and as at the date hereof has
         an authorised capital of HK$10,000 divided into 1,000 ordinary shares
         of HK$10 each. Two of such shares have been issued and are fully paid
         up and are all beneficially owned by the Company.

(C)      The Company's Subsidiaries provide fixed telecommunication network and
         multimedia services in Hong Kong.

(D)      The parties hereto have agreed to enter into this Agreement to provide
         for the ownership, management, financing and other activities of the
         Company and its Subsidiaries and their rights and duties inter se.
<PAGE>   4
                                                                               2

NOW IT IS HEREBY AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      In this Agreement, unless the context otherwise requires, the following
         expressions shall have the following meanings respectively:

         "A Group" means Principal Party A and its Subsidiaries and Affiliates
         from time to time but unless otherwise expressly stated does not
         include any member of the HCL Group.

         "A Group Services" means the Telecommunications services provided in
         Hong Kong as set forth in Schedule 1A, as supplemented from time to
         time in accordance with Clause 2.12.

         "AGCH" means Asia Global Crossing Holdings Ltd., a company incorporated
         in Bermuda.

         "Agreement" means this Shareholders Agreement including its recitals
         and schedules, as it may be amended and/or supplemented from time to
         time.

         "Affiliate" means, as to any Person, (a) any corporation more than 20%
         of whose stock of any class or classes having by the terms thereof
         ordinary voting power (including the right to vote on appointment of
         directors) is at the time directly or indirectly owned by such Person
         and/or one or more Subsidiaries of such Person and (b) any partnership,
         association, joint venture or other entity in which such Person and/or
         one or more Subsidiaries of such Person have more than 20% direct or
         indirect equity interests therein, in each case, other than a
         Subsidiary of such Person.

         "Articles" means the articles of association of the Company as amended
         from time to time and for the time being in force.

         "B Group" means Principal Party B and its Subsidiaries and its
         Affiliates from time to time but unless otherwise expressly stated does
         not include any member of the HCL Group.

         "B Group Services" means the services set forth in Schedule 1B, as
         supplemented from time to time in accordance with Clause 2.12.

         "Board" means the board of Directors of the Company from time to time.

         "Business" means the board of Directors of the Company from time to
         time.

         "Business" means the provision of

                  (a)      HK Fixed Services;

                  (b)      Internet Access and Transport Services in Hong Kong;
<PAGE>   5
                                                                               3

                  (c)      PRC Fixed Services;

                  (d)      Internet Access and Transport Services in the PRC;
                           and

                  (e)      Internet Enablement Services in Hong Kong.

         "Business Days" means any day on which banks in Hong Kong, New York and
         Los Angeles are officially open for business generally, except a
         Saturday or a Sunday.

         "Business Plan" means the business plan and operating budget of the HCL
         Group as referred to in Clause 9.

         "Capacity" means

                  (a)      in the case of the HCL Group, backhaul, capacity, and
                           leased circuit services on the terrestrial networks
                           in Hong Kong and the PRC owned by the HCL Group or
                           with respect to which the HCL Group has the right to
                           set the price and other terms; and

                  (b)      in the case of the B Group, wholesale international
                           cable capacity owned by the B Group or with respect
                           to which the B Group has the right to set the price
                           and other terms.

         "CK" means Cheung Kong Holdings Limited.

         "Companies Ordinance" means the Companies Ordinance (Chap. 32) of the
         Laws of Hong Kong.

         "Content and Portal Distribution" means the provision of information,
         entertainment and other content on the Internet and services associated
         therewith including, for example, development, establishment and supply
         of portal sites, provision of search engines and other software
         development for content provisioning on the Internet.

         "Director(s)" means the director(s) of the Company from time to time.

         "E-Commerce" means the sale of goods and services on the Internet.

         "Fundamental Breach" means any breach of any obligation hereunder the
         commission of which would entitle of non-breaching party to terminate
         this Agreement at law (ignoring for that purpose any contrary provision
         in this Agreement).

         "FTNS Licence" means any fixed telecommunications network services
         licence issued under the Telecommunication Ordinance held from time to
         time by the HCL Group and includes:

                  (a)      any successor licence or licence replacing or
                           modifying the said fixed telecommunications network
                           service licence; and
<PAGE>   6
                                                                               4



                  (b)      all authorisations and licences issued pursuant to
                           the said fixed telecommunications network service
                           licence or incidental thereto.

         "Global Crossing Network" means:

                  (a)      those submarine and terrestrial cable systems
                           referred to in the Network Agreement; and

                  (b)      submarine and terrestrial cable systems (other than
                           terrestrial cable systems in the PRC and Hong Kong)
                           owned by any one or members of the B Group from time
                           to time or with respect to which any one or more
                           members of the B Group has the right to set the price
                           and other terms for the related capacity.

         "Group Services" means the collective reference to A Group Services and
         B Group Services.

         "HCL Group" means the Company and its Subsidiaries from time to time.

         "Hong Kong" means the Hong Kong Special Administrative Region of the
         PRC.

         "HK Fixed Services" means the provision of wireline or wireless means
         of Telecommunications services between fixed points in Hong Kong or
         between one or more fixed points in Hong Kong and one or more fixed
         points outside Hong Kong including the provision of services,
         establishment and maintenance of networks (whether owned or leased) and
         facilities and other activities from time to time authorised under
         HCL's FTNS Licence, but does not include Satellite Based Services. For
         the avoidance of doubt, HK Fixed Services includes the following to the
         extent so authorised under HCL's FTNS Licence:

                  (a)      facilitating the establishment of submarine cable
                           landing stations in Hong Kong as permitted by Clause
                           4.8; and

                  (b)      without limiting the definition of Satellite Based
                           Services set out below, subject to the approval of
                           the Board in accordance with Clause 4.9, the
                           establishment and use of satellite earth stations and
                           the leasing of satellite capacity as part of the
                           network established under HCL's FTNS Licence for the
                           provision of services between fixed points.

         "Intellectual Property" means all intellectual property rights, to the
         extent acquired by or developed by or vested in the Company and/or its
         Subsidiaries or their respective employees in the course of their
         conducting the Business, including but not limited to the following
         rights:

                  (a)      patents, copyrights, registered designs, trade marks,
                           service marks, know how, discoveries, processes,
                           computer software and programs, codes and related
                           items, invention disclosures and related improvements
                           and any
<PAGE>   7
                                                                               5


                           right of the Company to have confidential information
                           kept confidential; and

                  (b)      any application or right to apply for registration of
                           any of the rights referred to in paragraph (a).

         "Internet Access and Transport Services" means the establishment,
         maintenance or provision of Internet access facilities or services or
         the provision of capacity for accessing and transporting communications
         on the Internet on a wholesale or retail basis. Internet Access and
         Transport Services includes, without limitation, Internet Protocol
         ("IP") transit services.

         "Internet Advertising" means advertising on the Internet and services
         relating thereto.

         "Internet Enablement Services" means Internet facilities management
         (including network management services and system security monitoring
         services), web hosting and associated web design, equipment collocation
         and hosting, application hosting (whether the application is
         proprietary or belongs to the customer) and data storage, back-up and
         recovery services.

         "Mobile Operator" means any person who holds a licence to provide
         Mobile Services in Hong Kong.

         "Mobile Services" means providing and maintaining a public
         radio-telephone service (other than services provided pursuant to an
         FTNS License) and the sales and/or lease of subscriber equipment
         (mobile and portable radio telephone equipment and related
         accessories).

         "Network Agreement" means the Global Crossing Network Agreement, dated
         as of the date hereof, among the Company, Principal Party B and its
         Affiliate, as amended, supplemented or otherwise modified from time to
         time.

         "Paging Services" means paging and ancillary services, including
         services of a type which were authorised under the Public Radio
         Communications Services licenses.

         "Person" means any individual, partnership, joint venture, corporation,
         limited liability company, limited duration company, limited life
         company, association, trust or other enterprise or a government,
         including an agency thereof.

         "PRC" means the People's Republic of China, including Macau, but
         excluding Hong Kong, and for the avoidance of doubt does not include
         Taiwan.

         "PRC Fixed Services" means the provision by wireline or wireless means
         of Telecommunications services between Fixed points in the PRC or
         between one or more fixed points in the PRC and one or more fixed
         points outside the PRC but does not include Satellite Based Services.
         For the avoidance of doubt, PRC Fixed Services includes the following:
<PAGE>   8
                                                                               6


                  (a)      facilitating the establishment of submarine cable
                           landing stations in Hong Kong as permitted by Clause
                           4.8; and

                  (b)      without limiting the definition of Satellite Based
                           Services set out below, subject to the approval of
                           the Board in accordance with Clause 4.9, the
                           establishment and use of satellite earth stations and
                           the leasing of satellite capacity as part of the
                           network established for the provision of services
                           between fixed points as aforesaid.

         "Principal Parties" means Principal Party A and Principal Party B.

         "Relevant Agreements" has the meaning assigned to that term in the Sale
         and Purchase Agreement.

         "Relevant Shareholder" means:

                  (a)      in respect of Principal Party A, Party A and any
                           person for whose obligations Principal Party A is
                           liable under Clause 11.4;

                  (b)      in respect of Principal Party B,

                           (i)      Party b and any person for whose obligations
                                    Principal Party B is liable under Clause
                                    11.4; or

                           (ii)     if Shares are owned by AGCH or one of its
                                    wholly owned Subsidiaries in accordance with
                                    Clause 11.2, AGCH or such wholly owned
                                    Subsidiary for so long as such person owns
                                    Shares; or

                           (iii)    if Shares are owned by the Interim Entity
                                    prior to the Interim Entity becoming a
                                    wholly owned subsidiary of AGCH or a
                                    transfer of Shares to AGCH pursuant to
                                    Clause 1.6A, the Interim Entity for so long
                                    as the Interim Entity owns Shares.

         "Sale and Purchase Agreement" means a subscription and sale and
         purchase agreement between the parties dated 15 November, 1999, as
         amended, supplemented or otherwise modified from time to time.

         "Satellite Based Services" means Telecommunications services provided
         by satellite (other than services provided pursuant to a FTNS Licence)
         including, without limitation, the ownership and operation of
         satellites, television broadcasting and similar services provided by
         satellite, VSAT services and services provided through global satellite
         systems and global positioning services, and the establishment and
         maintenance of facilities relating to any of the foregoing and services
         ancillary thereto.

         "Shareholder(s)" means holder(s) of Share(s) from time to time.
<PAGE>   9
                                                                               7


         "Shareholders Loan(s)" means loan(s) made or to be made to the Company
         by the Shareholders (or where the context so requires, by a particular
         Shareholder) or, where the context so requires, the outstanding amount
         thereof.

         "Share(s)" means the issued share(s) in the capital of the Company from
         time to time.

         "Subsidiary" means, as to any Person, (a) any corporation more than 50%
         of whose stock of any class or classes having by terms thereof ordinary
         voting power to elect a majority of the directors of such corporation
         is at the time owned by such Person and/or one or more Subsidiaries of
         such Person and (b) any partnership, association, joint venture or
         other entity in which such Person and/or one or more Subsidiaries of
         such Person have more than 50% equity interests therein provided that,
         whether or not falling within paragraphs (a) and (b) of this
         definition, (I) the Interim Entity shall be deemed to be a Subsidiary
         of Principal Party B for so long as the Interim Entity owns any Shares
         and is not a Subsidiary of AGCH as a result of becoming a wholly owned
         subsidiary of AGCH under Clause 1.6A; and (II) without limiting the
         foregoing, AGCH and its Subsidiaries (as defined in paragraph (a) and
         (b) above) shall be deemed to be Subsidiaries of Principal Party B for
         so long as AGCH or any of AGCH's Subsidiaries owns any Shares (and, if
         AGCH or its Subsidiary disposes of its Shares after the restrictions on
         transfer of Shares under this Agreement are removed pursuant to Clause
         11.2(a), AGCH and its Subsidiaries shall be deemed to continue to be
         Subsidiaries of Principal Party B from the date of such disposal until
         the date this Agreement terminates under Clause 11.2).

         "Telecommunication Ordinance" means the Telecommunication Ordinance,
         Chapter 106 of the Laws of Hong Kong.

         "Telecommunications" includes any communication by wire or radio waves
         or any other electromagnetic means or by any combination thereof:

                  (a)      whether between persons and persons, things and
                           things or persons and things; and

                  (b)      whether in the form of speech, music or other sounds;
                           and

                  (c)      whether in the form of data, text, visual images
                           (animated, moving or otherwise), signals or any other
                           form; and

                  (d)      whether in any combination of forms.

         "HKS" means Hong Kong dollars, the lawful currency of Hong Kong.

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

1.2      Reference herein to Clauses, paragraphs, Recitals and Schedules are to
         clauses, paragraphs and recitals of and schedules to this Agreement
         unless the context requires otherwise and the Recitals and the
         Schedules shall form part of this Agreement.
<PAGE>   10
                                                                               8


1.3      References to any statute or statutory provisions shall include any
         statute or statutory provision which amends or replaces, or has amended
         or replaced it and shall include any subordinate legislation made under
         the relevant statute.

1.4      References to writing shall include typewriting, printing, lithography,
         photography and facsimile message and other modes of reproducing words
         in a legible and non-transitory form.

1.5      Words importing the singular include the plural and vice versa, words
         importing a gender include every gender and references to any person
         shall include references to an individual, firm, or body corporate or
         unincorporate.

1.6      Headings are for convenience of reference only and shall not affect the
         construction of this Agreement.

1.6A     Transfer to the Interim Entity

         The parties acknowledge that in order for Party B or one of its
         Subsidiaries to transfer its Shares to AGCH (or one of AGCH's direct or
         indirect wholly owned Subsidiaries) pursuant to Clause 11.2, Party B
         may chose to temporarily transfer all of the Shares held by Party B to
         an entity which is owned by the shareholders of AGCH in the same
         proportion as their interests in AGCH and in which Principal Party B
         owns legally and beneficially at least 51% of the outstanding voting
         stock (the "Interim Entity") provided that:

         (a)      Principal Party B shall cause all of the Shares held by the
                  Interim Entity or all of the issued stock of the Interim
                  Entity to be promptly transferred to AGCH but in any event no
                  later than 90 days after the date of transfer to the Interim
                  Entity and, at all times prior to such transfer to AGCH,
                  Principal Party B shall own at least 51% of the voting shares
                  of the Interim Entity; and

         (b)      At all times the Interim Entity owns Shares, it shall comply
                  with all of the obligations imposed on a Shareholder under
                  this Agreement.

         Party B shall at the time of such transfer to the Interim Entity,
         provide written notice to Principal Party A of such transfer and, if
         requested by Party A, an officer's certificate certifying as to its
         ownership interest in the Interim Entity and warrants such certificate
         shall be accurate.

1.7      The expressions "Party A", "Party B", "Principal Party A", "Principal
         Party B", "Shareholder(s)" and "the Company" shall, where the context
         permits, include their respective successors and permitted assigns.

1.8      Any obligation of a party to procure or cause an Affiliate to take any
         action whatsoever shall be limited to an obligation to use reasonable
         commercial endeavours to secure that the Affiliate undertakes that
         action.
<PAGE>   11
                                                                               9


2.       THE COMPANY AND HCL

2.1      The Company

         (a)      The Company is and shall be an international business company
                  incorporated under the laws of the British Virgin Islands.

         (b)      The registered office of the Company is and shall be at the
                  address set out above.

2.2      HCL

         (a)      HCL is and shall be a private company limited by shares
                  incorporated under the Companies Ordinance.

         (b)      The registered office of HCL shall be as agreed by the parties
                  from time to time.

2.3      Change of Name

         Each of the Shareholders hereby agrees and undertakes to procure that
         the name of the Company and HCL shall be changed to "Hutchison Global
         Crossing Holdings Limited" and "Hutchison Global Crossing Limited"
         respectively as soon as practicable after the execution of this
         Agreement.

2.4      Full Effect

         Each of the Shareholders shall, and shall procure all persons nominated
         by it on the board or the board of directors of any Subsidiaries of the
         Company and representative(s) appointed to attend shareholders' meeting
         of the Company or any of its Subsidiaries to, exercise all voting
         rights and powers of control available to it in relation to the Company
         and its Subsidiaries so as to give full effect to the terms and
         conditions of this Agreement.

2.5      Listing

         Upon written request to the Company made at any time after the second
         anniversary of the date of this Agreement, either Principal Party A or
         Principal Party B may demand that the Company undertake a listing of
         not more than 15% of any of the Shares or the shares in the capital of
         HCL or the shares of a holding company of the Company or HCL formed for
         the purpose of seeking such listing (the "Listing Shares") in each case
         on an internationally recognised stock exchange or other international
         recognised securities market by means of an initial public offering
         (the "Initial Public Offering") of the Listing Shares. If either
         Principal Party A or Principal Party B makes such a demand, the parties
         shall fully cooperate with each other in the marketing of the Listing
         Shares and shall be unconditionally obliged to each take all actions
         necessary or desirable to effect the Initial Public Offering. Without
         prejudicing each party's unconditional obligation to effect an Initial
         Public Offering in accordance with the previous sentence, the parties
         agree to cooperate with each other and negotiate in good faith with
         each other to address such
<PAGE>   12
                                                                              10


         amendments to this Agreement and other matters as may reasonably
         necessary to effect the Initial Public Offering. Unless agreed to the
         contrary:

         (c)      the Initial Public Offering shall take place on a Hong Kong
                  stock exchange which is recognised internationally and/or the
                  NASDAQ National Market as may be determined by agreement of
                  the parties (and in attempting to reach agreement the parties
                  will give good faith consideration to the written
                  recommendations of the underwriter to the Initial Public
                  Offering). If the parties do not agree on the exchange or
                  exchanges on which the Initial Public Offering shall take
                  place, the parties agree that the listing shall take place on
                  both a Hong Kong internationally recognised stock exchange and
                  on the NASDAQ National market; the percentage dilution of the
                  A Group and the B Group in the corporation the securities of
                  which are to be listed ("Listing Vehicle") shall be shared
                  equally;

         (d)      fees and expenses of the Initial Public Offering shall be
                  borne by the Listing Vehicle; and

         (e)      the Initial Public Offering shall be of a primary issue of
                  common shares of the Listing Vehicle.

2.5A     The Shareholders agree to co-operate and negotiate in good faith to
         establish a new corporation incorporated in Bermuda within six (6)
         months from the date of this Agreement to be the holding company of the
         HCL Group. Unless otherwise agreed by the Parties, it is anticipated
         that the said corporation shall be the Listing Vehicle for the purpose
         of Clause 2.5. The parties shall negotiate in good faith over the
         necessary amendments to this Agreement in order to include such new
         corporation within the HCL Group and in order to make the terms hereof
         applicable to such new corporation and its Subsidiaries and shall each
         undertake all such acts, and execute all such documents, as may be
         reasonably necessary or desirable to give effect to this Clause.

2.6      A Group Obligation to Use B Group Services

         Principal Party A agrees:

         (a)      to:

                  (i)      procure that Subsidiaries of Principal Party A
                           (excluding Subsidiaries located outside of Hong Kong
                           or the PRC whose shares are publicly traded); and

                  (ii)     use reasonable commercial efforts to procure that its
                           Subsidiaries located outside of Hong Kong or the PRC
                           whose shares are publicly traded and its Affiliates;

                  who require access to B Group Services shall subscribe for
                  such B Group Services from the B Group so long as such B Group
                  Services are reasonably competitive as to price, availability,
                  quality and other terms material to its competitiveness and
<PAGE>   13
                                                                              11


                  provided that with respect to B Group Services not set forth
                  in Schedule 1B as of the date hereof, the B Group has complied
                  with its obligations set forth in Clause 2.12; and

         (b)      for so long as CK is the beneficial owner of at least 40% of
                  the voting shares of Principal Party A, to use its reasonable
                  commercial endeavors to cause CK and such of CK's Subsidiaries
                  located in Hong Kong or the PRC which require B Group Services
                  to obtain such B Group Services from the B Group so long as
                  such B Group Services are reasonably competitive as to price,
                  availability, quality and other terms material to its
                  competitiveness and provided that with respect to B Group
                  Services not set forth in Schedule 1B as of the date hereof,
                  the B Group has complied with its obligations set forth in
                  Clause 2.12;

         provided, in each case that such B Group Services are not otherwise
         provided by any member of the A Group or by the HCL Group.

2.6A     HCL Group Use of B Group Services

         The Company agrees to procure that members of the HCL Group who require
         B Group Services shall, subject to the provisions of Clause 2.9 in the
         case of purchases of Capacity, procure such B Group Services from the B
         Group, so long as such B Group Services are reasonably competitive as
         to price, availability, quality and other terms material to its
         competitiveness and provided that with respect to B Group Services not
         set forth in Schedule 1B as of the date hereof, the B Group has
         complied with its obligations set forth in Clause 2.12.

2.7      B Group Obligation To Use A Group Services

         Subject to Clause 15.8, Principal Party B agrees to procure that
         members of the B Group (other than AGCH and its Subsidiaries if such
         persons are deemed Subsidiaries of Principal Party B solely by
         operation of the provisions contained in the last parenthetical of the
         definition of "Subsidiary") who require A Group services in Hong Kong
         (not otherwise provided by any member of the B Group or by any member
         of the HCL Group) shall procure such services from the A Group, so long
         as such services are reasonably competitive as to price, availability,
         quality and other terms material to its competitiveness and provided
         that with respect to A Group Services not set forth in Schedule 1A as
         of the date hereof, the A Group has complied with its obligations set
         forth in Clause 2.12.

2.8      Access to a Group/CK Properties

         Principal Party A agrees:

         (a)      to provide, and to cause each member of the A Group to
                  provide, HCL and its Subsidiaries with access to properties
                  (including related infrastructure) which from time to time are
                  owned or controlled by any member of the A Group; and
<PAGE>   14
                                                                              12


         (b)      for so long as CK is the beneficial owner of at least 40% of
                  the voting shares of Principal Party A, to use its reasonable
                  commercial endeavours to cause CK and its Subsidiaries to
                  provide HCL and its Subsidiaries with access to properties
                  (including related infrastructure) which from time to time are
                  owned or controlled by CK or its Subsidiaries.

         in each case on a commercially reasonable basis and on terms which are,
         in any event, not worse (from the perspective of the HCL Group) than
         the basis and terms on which access is currently provided to the HCL
         Group.

2.9      Part of B Group Capacity For HCL Group

         Principal Party B shall, and shall cause members of the B Group (other
         than AGCH and its Subsidiaries if such persons are deemed Subsidiaries
         of Principal Party B solely by operation of the provisions contained in
         the last parenthetical of the definition of "Subsidiary") to, provide
         Capacity on the Global Crossing Network to the HCL Group at a price
         equal to the lowest price of any sale on the applicable Global Crossing
         Network during the preceding calendar quarter to a non-affiliated
         entity activating a similar amount of Capacity on the applicable
         system(s) (excluding discounts given in respect of future commitments
         and past purchases unless comparable circumstances apply in the case of
         the proposed purchaser and having regard to timing of commitments,
         purchase and activation) less 5%; provided, however, that in no event
         shall such price be at below cost.

2.10     Price of HCL Group capacity for A Group and B Group

         The HCL Group shall provide Capacity to Principal Party A and Principal
         Party B and their respective Subsidiaries at a price equal to the
         lowest price of any sale on the HCL Group network during the preceding
         calendar quarter to a non-affiliated entity activating similar amount
         and type of Capacity (excluding discounts given in respect of future
         commitments and past purchases unless comparable circumstances apply in
         the case of the proposed purchaser and having regard to timing of
         commitments, purchases and activation) less 5%; provided, however, that
         in no event shall such price be below cost.

2.11     Price of HCL Group Capacity To Third Parties

         Except as otherwise agreed by the Board or as otherwise provided by
         this Agreement (including, without limitation, in Clause 2.10),
         Capacity shall be provided by the HCL Group to third parties at market
         rates.

2.12     Notices of New Group Services

         Each of Principal Party A and Principal Party B respectively shall be
         permitted to supplement its respective Group Services by providing the
         other Principal Party written notice of the services then being offered
         by members of the A Group or the B Group (as the case may require)
         (with respect to members of the A Group, in Hong Kong and with respect
         to members of the B Group, outside of Hong Kong). Unless the Principal
         Parties agree to the contrary, the services set forth in such notice
         shall be deemed included in
<PAGE>   15
                                                                              13


         Schedule 1A or Schedule 1B, as the case may be, at the end of the
         period of thirty (3) days after the date of such notice (the Principal
         Parties to negotiate in good faith over such additional Group Services
         during such period).

3.       ARTICLES OF ASSOCIATION

         In the event of inconsistency between this Agreement and the Articles
         or the articles of association of HCL, this Agreement shall prevail.

4.       BUSINESS OF THE HCL GROUP

4.1      The Business

         The HCL Group shall carry on the Business as its primary areas of
         focus.

4.2      Incidental Activities

         In addition, the HCL Group may also carry on the following activities
         incidental to the Business:

         (a)      the provision of E-Commerce in Hong Kong;

         (b)      the provision of Content and Portal Distribution in Hong Kong;

         (c)      the provision of Internet Advertising in Hong Kong.

         (d)      the establishment and maintenance of facilities and the
                  provision of services reasonably incidental to the Business
                  and to any of the above and/or as may be agreed;

         (e)      the provision of subscriber equipment in connection with the
                  services listed above.

4.3      Excluded

         For the avoidance of doubt, the business of the HCL Group does not
         include:

         (a)      the provision of Mobile Services;

         (b)      the provision of Paging Services and associated facilities; or

         (c)      Satellite Based Services.

4.4      Intentionally Deleted.
<PAGE>   16
                                                                              14


4.5      PRC Business

         (a)      The Shareholders and the Principal Parties acknowledge that
                  PRC Fixed Services and Internet Access and Transport Services
                  in the PRC (together, the "PRC Business") are within the
                  Company's scope of business, and neither Principal Party (and
                  none of their respective Subsidiaries) shall pursue such an
                  opportunity except through the Company and its Subsidiaries,
                  other than as provided in this Clause 4.5 or Clause 15.

         (b)      If either Principal Party or their respective Subsidiaries
                  obtain an opportunity in a PRC Business which such party
                  wishes to pursue (each, a "PRC Opportunity"), such party (the
                  "Offering Party") shall give prompt written notice thereof to
                  the Board. Such notice shall specify the PRC Opportunity in
                  reasonable detail (including the timing of the transaction) so
                  that the Board can reasonably consider the PRC Opportunity.

         (c)      If the HCL Group is not permitted by law, or published policy,
                  regulation or decree to pursue a PRC Opportunity
                  (collectively, "Prohibition"), then the Offering Party shall
                  be permitted, after giving written notice thereof to the Board
                  and the other Principal Party, to pursue such PRC Opportunity
                  (through itself, through its related Principal Party or
                  through one of such related Principal Party's Subsidiaries),
                  provided, however, that:

                  (i)      prior to exercising the rights conferred by the
                           remainder of this Clause based on the view that the
                           HCL Group is not permitted to pursue the PRC
                           Opportunity by virtue of a Prohibition, the Offering
                           Party shall first discuss the problem in good faith
                           with the other Principal Party with a view to
                           attempting to overcome the problem during a
                           reasonable period having regard to any time
                           constraints attached to the opportunity and having
                           regard to whether such Prohibition will cease within
                           a reasonable time period;

                  (ii)     if the discussions in (i) have not resulted in the
                           problem being overcome and the Offering Party still
                           wishes to pursue the Opportunity, the Offering Party
                           shall in that event provide a written offer ("Offer")
                           to the other Principal party (the "Offered Party")
                           for the right to participate in 50% of the PRC
                           Opportunity available to the Offering Party (subject
                           to the Offered Party assuming 50% of the liabilities
                           attached thereto), such Offer to set out the terms of
                           the PRC Opportunity as well as the structure in which
                           the Offered Party and the Offering Party shall
                           participate, in each case in reasonable detail (the
                           "Offering Notice"). The Offered Party shall have a
                           reasonable opportunity to consider such Offer, but
                           shall, in any event, provide the Offering Party a
                           written reply to such offer within 30 days of
                           receiving the Offering Notice ("Offer Period"); and

                  (iii)    should the Offered Party refuse or fail within the
                           Offer Period to accept in writing the Offer, the
                           Offering Party and/or its Subsidiary or Subsidiaries
<PAGE>   17
                                                                              15


                           shall be entitled to undertake the PRC Opportunity.
                           If however the only reason preventing the Offered
                           Party from accepting the Offer is a Prohibition (and
                           the Offered Party notifies the Offering Party thereof
                           in writing within the Offer Period), the Offering
                           Party and the Offered Party shall negotiate in good
                           faith with the other to establish a mechanism through
                           which the other will be put in the same position,
                           including as to risks and returns, as if it had
                           invested directly in such PRC Opportunity; and

                  (iv)     if the Offered Party accepts the Offer within the
                           Offer Period, both parties agree to proceed in
                           accordance with the terms of the Offer.

                  For the avoidance of doubt, the carrying on of businesses by
                  any Shareholder pursuant to this Clause shall not be regarded
                  as a breach of the non-competition provisions contained in
                  Clause 15. Any right to participate under this Clause may be
                  exercised by the Offered Party in its own right or by a
                  Subsidiary of the Offered Party.

4.6      Intellectual Property

         Each of the Shareholders recognises and acknowledges that, as between
         the HCL Group and the Shareholders, the Company is the sole and
         exclusive owner of all of the rights in and to the Intellectual
         Property. The Shareholders agree that no member of the HCL Group shall
         grant a license to any member of the A Group or the B Group with
         respect to any Intellectual Property, except a license in writing that
         is approved by the Board. Each of the Shareholders agrees that neither
         this Agreement nor any of the Shareholder's activities contemplated
         herein shall confer upon any member of the A Group or B Group any
         right, title or interest in or to any of the Intellectual Property or
         any right to use the Intellectual Property except:

         (a)      to the extent licensed in writing to that Shareholder by an
                  HCL Group company;

         (b)      to the extent owned by that member of the A Group or B Group
                  and licensed to the HCL Group company; provided, however, that
                  any improvement or developments made by the Company and based
                  upon Intellectual Property licensed from a member of the A
                  Group or B Group shall belong exclusively to the Company; and

         (c)      in the case of know how or other information, that information
                  becomes generally known or generally available to the public
                  through no act or failure to act on the part of either
                  Shareholder.

4.7      Cable Landing Stations

         The HCL Group shall not:
<PAGE>   18
                                                                              16


         (a)      make any capital expenditure or equity contribution in
                  relation to a submarine cable landing station in Hong Kong or
                  the PRC (including the establishment thereof); or

         (b)      own cable stations or submarine cable systems in each case
                  which land in Hong Kong or the PRC or participate in
                  consortiums or similar arrangements doing the same;

         provided that it is agreed that the HCL Group may facilitate the
         establishment of cable landing stations to the extent desirable to
         enable the HCL Group to compete as a provider of backhaul facilities
         and domestic services in Hong Kong and the PRC.

4.8      Satellite Earth Stations/Capacity

         The HCL Group shall not undertake the establishment and use of
         satellite earth stations or the leasing of satellite capacity without
         the prior approval of the Board and provided that the earth stations or
         satellite capacity is required for purposes not reasonably to be
         achieved on a competitive basis by use of submarine cables.

5.       DIRECTORS

5.1      Directors' Appointment

         The Board shall, unless the Shareholders otherwise unanimously agree,
         consist of six Directors. Each Shareholder shall be entitled to
         nominate 3 Directors and require the appoint by the Shareholders or by
         the Board of the 3 Directors nominated by it. The nominating
         Shareholder shall have the exclusive right to require the removal and
         replacement of the Director(s) nominated by that Shareholder from time
         to time. Each Shareholder shall from time to time promptly upon request
         of the other Shareholder take all such action, including voting their
         respective Shares, procuring their respective nominated Directors on
         the Board to vote in favour of resolutions and signing documents as may
         be necessary to appoint, remove or replace (as the case may require)
         Director(s) under this Clause.

5.2      Board Meetings

         Any two Directors may, at any time, convene a Board meeting. Meetings
         of the Board shall be held at least once every quarter. Unless
         otherwise agreed by a majority of the Directors, all Board meetings
         shall be held after not less than 14 Business Days written notice
         thereof (or such shorter period as the majority of the Directors
         entitled to attend that meeting may agree) has been given to each
         Director, or his alternate, stating the date, time, place and agenda of
         the Board meeting (including details of arrangements for participant by
         conference telephone or any other communication equipment permitted by
         clause 5.8) and no business (other than business of a routine or
         non-material nature) may be conducted at a Board meeting other than the
         business specified in the agenda. The sending of a notice of a Board
         meeting to the address or facsimile number from time to
<PAGE>   19
                                                                              17


         time notified or provided by each Director or his alternate to the
         Company Secretary shall be deemed to be a valid service of a notice of
         the Board meeting.

5.3      Quorum

         No meeting of the Board may proceed to business nor transact any
         business unless a quorum is present. The quorum for a Board meeting
         shall be two Directors (including one Director nominated by Party A and
         one Director nominated by Party B) present in person or by their
         respective alternates. If a quorum is not present within twenty minutes
         of the time scheduled for commencement of the Board meeting, the
         meeting shall be adjourned to the same time and place on the same day
         in the next week, unless at least one Director nominated by each of
         Party A and Party B agree to an alternative date, time or place.

5.4      Vote

         At any Board meeting, each Director shall have one vote.

5.5      Chairman

         The Chairman of the Board shall initially be nominated by Party A from
         among the persons for the time being nominated by Party A for
         appointment as Directors and shall be in such office for 18 months. The
         Chairman of the Board will then be appointed by Party B from among the
         persons for the time being nominated for appointment by Party B for
         appointment as Directors and shall also be in office for 18 months.
         Thereafter, such right of nomination of the Chairman of the Board shall
         be rotated between Party A and Party B every 18 months. The Chairman of
         the Board shall not be entitled to a second or casting vote.

5.6      Directors' Fees

         Unless otherwise agreed by the Shareholders unanimously, the Directors
         (or their respective alternates) shall not be entitled to be paid
         directors' fees but shall be reimbursed for all out-of-pocket
         (including travel and accommodations) expenses reasonably incurred in
         performing their duties as Directors and shall receive such
         remuneration for executive services performed for any member of the HCL
         Group as the Board may decide.

5.7      Written Resolutions

         A resolution in writing signed by at least two Directors nominated by
         Party A and at least two Directors nominated by Party B or by signed
         facsimile of their signatures shall be valid and effective for all
         purposes as if passed at a duly convened meeting of the Board. Any such
         resolution may consist of one or several documents in like form, each
         signed or authenticated by one or more of the Directors.

5.8      Participation and Location
<PAGE>   20
                                                                              18


         Any or all Directors may participate in a meeting of the Board by means
         of a conference telephone or any communications equipment which allows
         all persons participating in the meeting to hear and speak to each
         other. A person so participating shall be deemed to be present in
         person at the meeting and shall be entitled to be counted in the quorum
         and to vote accordingly. Unless otherwise agreed by the Shareholders,

         (a)      Board meetings (including attendance via conference calls)
                  shall take place in Hong Kong, Bermuda or such other location
                  as may be agreed by Party A and Party B; and

         (b)      written resolutions of the Board shall be signed by the Board
                  in Hong Kong, Bermuda or such other locations as may be agreed
                  by Party A and Party B.

5.9      Board Referral and Voting

         The Board shall determined all matters by way of simple majority unless
         otherwise provided for herein or unanimously agreed by the
         Shareholders, provided that prior to the date upon which the transfer
         restrictions on Shareholders cease by virtue of the application of
         Clause 11.2(a), all action by the Board shall require an affirmative
         vote of at least one director nominated by each Shareholder. The
         Shareholders shall procure that no member of the HCL Group will do any
         of the things listed in Schedule 3 without the prior approval of the
         Board. Notwithstanding the foregoing:

         (a)      a resolution regarding termination of the service agreement of
                  even date between HCL, Principal Party A and Hutchison
                  Telecommunications (Hong Kong) Limited or the service
                  agreement of even date between HCL and Principal Party A or
                  the termination of any service provided under either such
                  agreement may be passed by a majority of the directors
                  nominated by Party B present at a validly convened meeting of
                  directors of HCL and in the event of such termination Party A
                  shall procure that its nominated directors on the board of
                  directors of HCL do not unreasonably withhold their approval
                  of a replacement arrangement with a third party proposed by
                  Principal Party B; and

         (b)      a resolution regarding termination of the Licence and
                  Technical Assistance Agreement of even date between the
                  Company and Principal Party B may be passed by a majority of
                  the directors nominated by Party A present at a validly
                  convened meeting of directors of the Company or HCL (as the
                  case may require) and Principal Party B shall procure that its
                  nominated directors on the Board and on the board of directors
                  of HCL respectively do not unreasonably withhold their
                  approval of a replacement agreement with a third party
                  proposed by Principal Party B.

5.10     Board Matters

         Any action to be taken by or on behalf of the Company with respect to
         the matters set forth on Schedule 3 shall be first considered by the
         Board; provided, however, that the list of such matters is not intended
         and shall not be deemed to be an exhaustive list of items
<PAGE>   21
                                                                              19


         within the purview of the Board nor is it intended that the absence of
         any matter from inclusion on Schedule 3 shall give rise to any
         inference that any officer of the Company shall be permitted to take
         any action on behalf of the Company with respect to such omitted matter
         without first seeking the approval of the Board.

5.11     The Company's Subsidiaries Generally

         Unless the Shareholders otherwise unanimously agree, clauses 5.1 to
         5.10 shall apply, mutatis mutandis, to the Company's Subsidiaries
         (except partly owned Subsidiaries whose boards include directors
         appointed by third parties), provided however that in the case of such
         Subsidiaries other than HCL:

         (a)      the board of directors of such Subsidiary shall consist of two
                  directors;

         (b)      each Shareholder shall be entitled to nominate one director
                  each for such Subsidiary and require the appointment of the
                  director nominated by it;

         (c)      meetings of the board of directors of such Subsidiary shall be
                  held in the manner and at the times agreed by the
                  Shareholders;

         (d)      no resolution shall be passed by the board of directors of
                  such Subsidiary unless it is approved by the two directors of
                  such Subsidiary, each acting in accordance with the
                  instructions of the Board or the board of directors of HCL;

         (e)      the Shareholders shall take any actions necessary to procure
                  that the decisions of the Board and of the board of directors
                  of HCL relating to such Subsidiary are implemented; and

         (f)      Clause 5.7 shall apply as if each reference therein to "two
                  Directors" were to a reference to "one Director".

5.12     Certain Party Owned Subsidiaries

         In the case of party owned Subsidiaries of the Company whose boards
         include directors appointed by third parties, each Shareholder shall be
         entitled to appoint or require the appointment of, half the total
         number of directors which the shareholder of that Subsidiary (being a
         member of the HCL Group) is entitled to appoint to the board of
         directors of such Subsidiary ("Total Number"), provided that where the
         Total Number is an odd number, Party A and Party B shall mutually
         decide on the remaining director. If the Shareholders agree, they may
         appoint a lesser number of directors than the Total Number of the board
         of directors of such Subsidiary, provided that the number of directors
         appointed by each Shareholder shall be equal. The Shareholders shall
         procure that no resolution shall be passed by the board of directors
         unless it is approved by all the directors appointed by each
         Shareholder, each acting in accordance with the instructions of the
         Board or the board of directors of HCL. The Shareholders shall take any
         actions within their power to procure that the decisions of the Board
         and of the board of directors of HCL relating to such Subsidiary are
         implemented.
<PAGE>   22
                                                                              20


6.       SHAREHOLDERS MEETINGS

6.1      Convening Meetings

         Meetings of the Shareholders shall be convened at such times and in
         such manner as specified in the Articles and as required by law. The
         quorum for a meeting of the Shareholders shall be Shareholder A and
         Shareholder B being present in person or by proxy or attorney. If there
         is no quorum present within one hour of the time scheduled for the
         commencement of such meeting, then such meeting shall be adjourned to a
         date seven (7) days after the appointed date for such meeting and at
         the same time and place.

6.2      Requisite Majority

         The Shareholders shall determine all matters by way of simple majority
         unless otherwise provided for herein or required by any law or
         regulation applicable to the Company, in which case the matter shall be
         determined in the manner so provided for or required by such applicable
         law or regulation; provided, that all actions by Shareholders shall
         require the affirmative vote of Shareholder A and Shareholder B. The
         chairman of the meeting shall not have a second or casting vote. A
         resolution in writing signed by the authorised representative(s) of all
         Shareholders or by signed facsimile of their signatures shall be valid
         and effective for all purposes as if passed at a duly convened meeting
         of the Shareholders. Any such resolution may consist of one or several
         documents in like form, each signed or authenticated for and on behalf
         of one or more of the Shareholders.

7.       DEADLOCK

7.1      Definition

         A "deadlock" is deemed to have arisen where:

         (a)      (i)      a matter relating to the affairs of the Company and/
                           or its Subsidiaries has been considered by a meeting
                           of the Board or of the Shareholders (or the board of
                           the Company's Subsidiaries, as the case may be); and

                  (ii)     no resolution has been carried at such meeting of the
                           Board or the Shareholders (or the board of the
                           Company's Subsidiaries, as the case may be) in
                           relation to the matter by reason of an equality or
                           votes for and against any proposal for dealing with
                           it; and

                  (iii)    such matter is not resolved at such meeting;

         and

         (b)      such matter remains not resolved at the next meeting of the
                  Board or the Shareholders (or the board of the Company's
                  Subsidiaries, as the case may be).
<PAGE>   23
                                                                              21


7.2      Escalation Procedures

         When a "deadlock" is deemed to have arisen, the Company shall (and if
         the Company fails to do so, either Party A or Party B may do so)
         provide written notice thereof to the Third Level Executives, the
         Second Level Executives and the First Level Executives (the date such
         notice is delivered, the "Start Date"). The matter shall be referred in
         the first instance to the Managing Director of Party A and the Chief
         Executive Officer of Party B ("Third Level Executives") for their
         consideration, discussion and mutual decision. If there is no written
         agreement on such matter within 14 days from the Start Date, the matter
         shall be referred to the Group Managing Director of Principal Party A
         and the Chief Executive Officer of Principal Party B ("Second Level
         Executives") for their consideration, discussion and mutual decision.
         If they cannot reach a written agreement within 28 days from the Start
         Date, the matter will be referred to the respective chairman of the
         Principal Parties ("First Level Executives"). If, following this
         process, there is no written agreement between the First Level
         Executives with 45 days from the Start Date, the matter shall be
         referred to arbitration and the provisions of Schedule 5 shall apply.
         Any agreement between the Third Level Executives, Second Level
         Executives or First Level Executives shall be recorded in writing and
         notified to the Shareholders and the Company and shall thereupon bind
         the parties.

8.       ACCOUNTS AND INFORMATION TO SHAREHOLDERS

8.1      Accounting Records

         Each member of the HCL Group shall maintain accurate and complete
         accounting records and shall keep its accounts in accordance with
         generally accepted accounting principles in Hong Kong and such accounts
         shall be audited annually. In addition, each member of the HCL Group
         shall prepare quarterly financial statements in accordance with
         generally accepted accounting principles in Hong Kong, reconciled in
         each instance to United States generally accepted accounting principles
         at the cost of the Company.

8.2      Financial  Year

         The financial year of each member of the HCL Group shall end on 31st
         December in each year or on such other date as may be determined by the
         Board.

8.3      Auditors

         The auditors of each member of the HCL Group shall be a major
         international firm to be determined by the Board, but shall not be
         either Arthur Andersen LLP or PricewaterhouseCoopers LLP.

8.4      Shareholder Inspection

         Each of the Shareholders and its authorised representatives shall have
         the right, by prior appointment made on reasonable notice, during
         normal office hours, to inspect the books,
<PAGE>   24
                                                                              22


         accounting records and any document of any member of the HCL Group at
         its own expense.

8.5      Management and Audited Accounts

         The Company shall and will procure that each member of the HCL Group
         periodically prepares and submits to each of the Directors and the
         Shareholders:

         (a)      on a calendar monthly basis (and no later than 21 days after
                  the end of the relevant month) management accounts for such
                  month (and for the relevant financial year to date)
                  containing:

                  (i)      both on a consolidated basis and for each member of
                           the HCL Group individually, a detailed profit and
                           loss account and cashflow statement for the relevant
                           period and a balance sheet drawn up as at the end of
                           such period; and

                  (ii)     a comparison with the position at the relevant point,
                           and in respect of the relevant period, in the
                           previous financial year; and

         (b)      on an annual basis (and no later than 3 months after the end
                  of the financial year end) audited accounts for such financial
                  year containing both on a consolidated basis and for each
                  member of the HCL Group individually, a detailed profit and
                  loss account and cashflow statement for the financial year and
                  a balance sheet drawn up as at the end of such financial year;
                  and

         (c)      such further information in relation to the HCL Group (and in
                  such form) as any Shareholder may reasonably require from time
                  to time.

8.6      Non-Operating Companies

         The Board will, in consultation with the auditors of the Company,
         determine whether (a) management accounts shall be prepared for the
         non-operating companies of the HCL Group and (b) auditors need be
         appointed for such non-operating companies, and, in making such
         determination, the Board shall consider whether such audits are
         necessary in order to prepare the U.S. GAAP financial reconciliations
         referred to in Section 8.1.

8.7      Minutes

         The Company shall send to the Shareholders copies of minutes of all
         meetings of the Board and the Shareholders as soon as they have been
         finalised.

9.       BUSINESS PLAN; OPERATING BUDGET

9.1      Business Plan
<PAGE>   25
                                                                              23


         The initial business plan for the HCL Group (comprising operative
         budgets relating to income, capital expenditure, operating expense,
         cash flow and plans for any funding requirements for the period up
         until 31 December, 2004) has been agreed between the Shareholders
         before the date of this Agreement. The Shareholders agree to procure
         that the Business Plan shall be updated and thereafter should regularly
         be revised and up- dated on a "rolling 5 year annual basis" in
         accordance with the following provisions of this Clause 9.

9.2      Annual Plans

         The Company shall arrange and procure that, no later than 45 days
         before each financial year end, the Chief Financial Officer of the
         Company shall prepare and submit to each of the Directors and the
         Shareholders an updated 5 year business plan (for the financial year
         immediately following such financial year end and the next 4 financial
         years) incorporating (at least):

         (a)      a description of the HCL Group's intended activities over this
                  5 year period together with financial projections for the same
                  period; and

         (b)      the operating budgets (including, without limitation,
                  estimated revenues and expenditures) for the first financial
                  year of this period (the "Operating Budget") in substantially
                  the same format as the operating budgets included in the
                  Initial Business Plan.

9.3      Shareholder Approval

         Following submission to the Directors and the Shareholders of each
         business plan referred to in Clause 9.2, each of the Directors and the
         Shareholders shall have the opportunity to comment on such business
         plan and the Board shall consider such comments and, if considered
         appropriate, make such alterations to such business plan as seem
         appropriate with a view to the preparation of a definitive business
         plan for the relevant financial years capable of approval by the
         Shareholders as required in accordance with Clause 9.4. Following any
         such alternations, the revised business plan for the relevant financial
         years shall be re-circulated, as soon as practicable, to the same
         parties.

9.4      Reasonable Endeavours to Agree

         Once the business plan is approved by the Shareholders it shall become
         the "Business Plan" for the purposes of this Agreement. Each of the
         Shareholders will use its respective reasonably endeavours to agree the
         Business Plan on or before the date which is 20 days before the
         financial year end.

9.5      Expenditure and Failure by Board to Approve

         No expenditure shall be incurred by or on behalf of the HCL Group which
         is not contemplated, either specifically or generally, by the Operating
         Budget then in effect. If the Board does not approve the proposed
         Business Plan (including the Operating Budget)
<PAGE>   26
                                                                              24


         for any financial year, then the Operating Budget to be used by the HCL
         Group in connection with the management of the HCL Group for such
         financial year shall be the Operating Budget for the immediately
         preceding financial year (a "Roll-Over Budget"), except that the
         aggregate expenses of the HCL Group for the preceding financial year
         shall be increased by 7.5%, provided, however:

         (a)      the budget may include funding for any emergency expenditures
                  necessary during the current year that were not included in
                  the Operating Budget for the preceding financial year; and

         (b)      the budget may include funding for any preexisting commitment
                  of the HCL Group which has received any required approvals
                  under this Agreement.

         At least 10 Business Days prior to the beginning of each quarter of any
         financial year covered by a Roll-Over Budget, the Chief Financial
         Officer of the Company will prepare and present a proposed operating
         budget with respect to the remainder of such financial year which, upon
         Board approval thereof in accordance with Clause 5, shall be used by
         the HCL Group as the Operating Budget for such period.

10.      EMPLOYMENT POLICIES

10.1     Key Staff

         (a)      Subject to the provisions of this Clause 10.1, the Board shall
                  consult each of the Shareholders regarding the appointment of
                  key senior management staff of HCL provided always that
                  whether or not to appoint such person and if so the terms
                  thereof shall be determined by the Board at its absolute
                  discretion.

         (b)      The initial Chief Executive Officer of the Company and its
                  Subsidiaries shall be Peter Wong. The Chief Executive Officer
                  of the Company and its Subsidiaries from time to time will be
                  nominated by Party A with appointment subject to the Board's
                  approval.

         (c)      The Chief Financial Officer of the Company and its
                  Subsidiaries from time to time shall be nominated by Party B,
                  with appointment subject to the Board's approval.

         (d)      The Sales and Marketing Director shall from time to time be
                  nominated by Party B, with appointment subject to the Board's
                  approval.

         (e)      The initial Internet Director of the Company and its
                  Subsidiaries shall be Sammy Tse; provided, however, that until
                  30 June, 2000 and pending Principal Party A replacing Sammy
                  Tse for non HCL Group Internet business but in no event later
                  than June 30, 2000, Principal Party A may continue to utilise
                  Sammy Tse for up to 50% of his time. The Internet Director
                  from time to time will be nominated by Party A with
                  appointment subject to the Board's approval.
<PAGE>   27
                                                                              25


         (f)      The Chief Technology Officer of the Company and its
                  Subsidiaries shall be Peter Yip. Any successor engineering
                  director from time to time shall be nominated by Party A, with
                  appointment subject to the Board's approval.

         (g)      The Director of International Engineering of the Company and
                  its Subsidiaries from time to time shall be nominated by Party
                  B from time to time, with appointment subject to the Board's
                  approval. The said Director will report tot he Chief
                  Technology Officer.

11.      TRANSFER OF SHARES AND SHAREHOLDERS LOANS

11.1     General Restriction

         Subject to Clause 11.2 and Clause 11.3, no Shareholder shall, except
         with the prior written consent of the other Shareholder, sell, assign
         or otherwise dispose of create or permit to subsist any pledge, lien or
         charge over, or grant any opinion or other rights or any interest in
         all or any of the Shares held by it or all or part of the Shareholders
         Loans made by it.

11.2     AGCH

         Notwithstanding Clause 11.1, Party B may transfer all (but not less
         than all) of its Shares and assign all (but not less than all) of its
         Shareholders Loans owed to its to AGCH or one of AGCH's wholly-owned
         Subsidiaries provided that, at the time of such transfer, Principal
         Party B holds legally and beneficially at least 40% of the outstanding
         voting stock of AGCH. Principal Party B shall at the time of such
         transfer provide written notice to Principal Party A of such transfer
         and, if requested by Party A, an officer's certificate certifying as to
         its ownership interest in AGCH and warrants such certificate shall be
         accurate. Principal Party B further agrees that, following such
         transfer, if it ceases to legally and beneficially hold directly and
         indirectly at least 35% of the outstanding voting stock of AGCH (a
         "Triggering Event"):

         (a)      The restrictions on the Shareholders under Clause 11.1 and on
                  the Principal Parties under Clause 11.3 shall no longer apply
                  upon and from the date being 90 days from the date of the
                  occurrence of the Triggering Event (or, if earlier, the date
                  referred to in clause (c) below); and

         (b)      this Agreement shall terminate automatically upon the date
                  being 180 days from the date of the Triggering Event and all
                  obligations of the parties hereto under this Agreement shall
                  terminate, without prejudice to accrued liabilities.

         In addition, upon the occurrence of a Triggering Event, Principal Party
         B shall have the right, upon written notice to Principal Party A, to
         immediately terminate this Agreement effective on the date Principal
         Party A receives such notice and upon such termination, all obligations
         of the parties hereto under this Agreement shall terminate, without
         prejudice to accrued liabilities.
<PAGE>   28
                                                                              26


11.3     Legal and Beneficial Ownership

         Principal Party A and Principal Party B covenant that they shall
         continue to own legally and beneficially, directly or indirectly, 100%
         of the Shares owned by Party A and Party B respectively (as the case
         may be) except:

         (a)      as permitted under Clause 11.2(a) and 1.6A; and

         (b)      that Principal Party B may reduce its direct and indirect
                  ownership in AGCH (and consequently, its indirect ownership in
                  the Shares owned by Party B) subject to the consequences set
                  out in Clause 11.2 in the event of a Triggering Event; and

         (c)      that Principal Party B may reduce its direct and indirect
                  ownership in the Interim Entity subject to Principal Party B
                  owning not less than 51% of the issued voting shares of the
                  Interim Entity at all times when the Interim Entity holds any
                  Share and is not a wholly-owned subsidiary of AGCH as a result
                  of a transfer of stock of the Interim Entity to AGCH under
                  clause 1.6A.

11.4     Transfer to Wholly Owned Subsidiaries

         Notwithstanding anything herein to the contrary, a Shareholder (other
         than the Interim Entity) may transfer all (but not less than all) of
         its Shares and Shareholders Loans to any company which is a direct or
         indirect wholly owned Subsidiary of the Principal Party of that
         Shareholder ("Relevant Principal Party"), without the consent of the
         other Shareholder provided that written notice is given to the other
         Principal Party. Each of the Principal Parties further agrees that, in
         the event that its Relevant Shareholder transfers Shares and
         Shareholders Loans to a direct or indirect wholly owned Subsidiary of
         such Principal Party, it will procure that such transferee (a) is and
         will remain its direct or indirect wholly owned Subsidiary and without
         limiting the foregoing, if for any reason it ceases to be so, shall
         procure the re-transfer of the Shares and Shareholders Loans to itself
         or the transfer of the Shares or Shareholders Loans to another direct
         or indirect wholly owned Subsidiary of it, and (b) (as a condition of
         any such transferee becoming a Shareholder) agrees to the adherence to
         this Agreement by executing and delivering to the other Shareholder a
         deed of adherence substantially in the form set out in Schedule 4. In
         the event of any such transfer, such Relevant Principal Party shall
         remain liable for all obligations of the transferee under this
         Agreement.

12.      INTENTIONALLY DELETED

13.      GUARANTEE

13.1     Guarantee of Relevant Shareholder

         Each of the Principal Parties, in consideration of the Shareholder
         other than its Relevant Shareholder (the "Other Shareholder") and the
         other Principal Party entering into this
<PAGE>   29
                                                                              27


         Agreement, hereby guarantees, unconditionally and irrevocably as
         primary obligor, the due observance and performance by its Relevant
         Shareholder of all its agreements, obligations, commitments and
         undertakings contained in this Agreement (the "Guaranteed
         Obligations").

13.2     Continuing Guarantee etc.

         The guarantee and indemnity provided by each of the Principal Parties
         in this Clause 13 shall be a continuing guarantee and indemnity and
         shall cover all Guaranteed Obligations of its Relevant Shareholder
         notwithstanding the liquidation, incapacity or any change in the
         constitution or direct or indirect shareholding of its Relevant
         Shareholder or any settlement of account or variation or modification
         of this Agreement or any indulgence or waiver given by any party hereto
         or other matter whatsoever until the last claim whatsoever by the Other
         Shareholder against its Relevant Shareholder has been satisfied in
         full.

13.3     Invalidity

         Should any Guaranteed Obligation of the Relevant Shareholder, which if
         valid or enforceable would be the subject of the guarantee and
         indemnity in this Clause 13, be or become wholly or in part invalid or
         unenforceable against the Relevant Shareholder by reason of any defect
         in or insufficiency or want of powers of the Relevant Shareholder or
         irregular or improper purported exercise thereof or breach or want of
         authority by any person purporting to act on behalf of the Relevant
         Shareholder or because any of the rights have become barred by reason
         of any legal limitation, disability, incapacity or any other fact or
         circumstance whether or not always known to the Other Shareholder,
         Principal Party A or Principal Party B (as the case may be) shall
         nevertheless be liable to each Other Shareholder notwithstanding the
         avoidance or invalidity of any term or condition of this Agreement or
         of any Relevant Agreement whatsoever (including, without limitation,
         avoidance under any enactment relating to liquidation) in respect of
         that Guaranteed Obligation as if the same were wholly valid and
         enforceable.

13.4     Enforcement

         The guarantee and indemnity provided by each of the Principal Parties
         in this Clause 13 may be enforced against it by the Company or any
         Shareholder other than its Relevant Shareholder at any time without
         first instituting legal proceeding against its Relevant Shareholder in
         the first instance or joining in its Relevant Shareholder or the other
         Shareholder or the other Principal party as a party in the same
         proceedings against it.

13.5     Deed of Adherence

         Prior to a Shareholder disposing of any or all of its direct and
         indirect interest in the Shares under this Agreement, such Shareholder
         shall procure that the acquiror of such Shares (as a condition to any
         such acquiror becoming a Shareholder) agrees to the adherence to this
         Agreement by executing and delivering to the other Shareholder a deed
         of adherence substantially in the form set out in Schedule 4 (the "Deed
         of Adherence").
<PAGE>   30
                                                                              28

         For avoidance of doubt, the guarantee under Clause 13.1 of the
         Principal Party whose Relevant Shareholder disposes of Shares under
         this Agreement remains in full force and effect notwithstanding such
         disposal and supports all agreements, obligations, commitments and
         undertakings of the acquiror of such Shares contained in this
         Agreement.

13.6     AGCH Public Entity

         This Clause 13.6 applies if AGCH or one of its Subsidiaries shall
         beneficially own Shares (whether directly or indirectly) and AGCH or
         its immediate holding company is a public corporation (the "AGCH Public
         Entity"), the securities of which are publicly traded. Upon request by
         Principal Party B, Principal Party A shall not unreasonably withhold
         its consent to the release of Principal Party B from its obligations
         under this Clause 13 (without prejudice to accrued obligations) upon
         the AGCH Public Entity agreeing to assume those obligations in form
         reasonably acceptable to Principal Party A.


14.      CONFIDENTIALITY

         Each Shareholder and Principal Party shall, and shall exercise all of
         its powers so as to procure that its Subsidiaries and the Company
         shall, keep secret all trade secrets, know-how and other confidential
         information of the Company and of the other Shareholder and its
         Principal Party and the terms and conditions of this Agreement and
         shall not use or disclose any such confidential information except as
         authorised in writing by the owner. This obligation shall survive
         termination of this Agreement but shall not apply to any information
         after it has come into the public domain other than through a breach
         under this Agreement or to any disclosure to a party's professional
         advisors or if is required by any applicable laws or rules or
         regulations of any stock exchange or regulatory body, by order of a
         court of competent jurisdiction or in order to enforce the
         Shareholders' rights under this Agreement.


15.      NON COMPETITION AND OTHER OBLIGATIONS

15.1     Non Solicitation of Employees

         Each of the Shareholders and the Principal Parties undertakes to and
         with the other that during the term of this Agreement and for a period
         of one year (or if a court of competent jurisdiction determines that
         this period is unenforceable, six (6) months) thereafter ("the Period")
         it will not, and it will procure that none of its Subsidiaries,
         directly or indirectly and whether as shareholder, supplier or in any
         other capacity either on its own account or in conjunction with or on
         behalf of any other person, solicit or entice away or attempt to
         solicit or entice away from any member of the HCL Group any person who
         within one year prior to the commencement of the Period was an officer,
         manager, consultant or employee of any member of the HCL Group in Hong
         Kong or the PRC whether or not such person would commit a breach of
         contract by reason of leaving such employment;
<PAGE>   31
                                                                              29


         provided, however, nothing shall prohibit general solicitations not
         focused on the HCL Group.

15.2     Non-Compete

         Save as otherwise agreed among the Shareholders or as otherwise
         provided herein, during the term of this Agreement, each of the
         Shareholders and Principal Parties shall not, and shall procure that
         their respective Subsidiaries shall not, and Principal Party A shall,
         for so long as CK is the beneficial owner of at least 40% of the voting
         shares of Principal Party A, use its reasonable commercial endeavours
         to cause CK and its Subsidiaries not to, and, without limiting the
         foregoing, Principal Party B shall, for so long as the Interim Entity
         owns Shares and is not a wholly-owned subsidiary of AGCH, use its
         reasonable commercial endeavours to cause AGCH not to, directly or
         indirectly with any third party for an investment in, or otherwise make
         any investment in, any entity engaged in or intending to engage in any
         Business (each, a "Competing Entity") in:

         (a)      with respect to PRC Fixed Services, the PRC;

         (b)      with respect to Internet Access and Transport Services, Hong
                  Kong and/or the PRC; and

         (c)      with respect to HK Fixed Services and Internet Enablement
                  Services, Hong Kong only;

         in any case, other than through the HCL Group.

15.3     Exceptions to Non-Compete

         Nothing in Clause 15.1 or Clause 15.2 or any other provision of this
         Agreement shall:

         (a)      prohibit any Shareholder or its Subsidiaries or Principal
                  Party or its Subsidiaries (each a "Restricted Person") from
                  investing in any Competing Entity so long as (a) the
                  consolidated revenues of such Competing Entity from any
                  service or activity within the scope of the Business do not
                  exceed 15% of the total consolidated revenues of such
                  Competing Entity shall not use the name "Hutchison" and/or
                  "Whampoa" or "Global Crossing" as part of its name; provided
                  however, in a case where the service or activity within the
                  scope of the Business is conducted by an entity which has no
                  significant operations or operating history and, within two
                  years from the date of such investment, the consolidated
                  revenues of the Competing Entity from such service and/or
                  activity exceeds 20% of the total consolidated revenues of
                  such Competing Entity, such Restricted Person shall provide
                  the Company an option to acquire its investment in such
                  Competing Entity (subject to any necessary third party
                  consents provided that such party shall use commercially
                  reasonable efforts to avoid the requirement for, and obtain,
                  if applicable, the necessary consents) in cash at the fair
                  market value thereof but subject to the proviso contained in
                  this Clause 15.3(a), the said Restricted Person may maintain
                  such investment notwithstanding such revenues
<PAGE>   32
                                                                              30


                  in the future exceed 15% of the total consolidated revenues of
                  such Competing Entity.

         (b)      prohibit a Restricted Person from being or becoming the owner
                  for investment purposes of the shares or other securities of
                  any corporation which carries on any business provided that
                  (i) such investment has been notified to the Board in writing
                  prior to the investment; (ii) the corporation does not use as
                  part of its corporate or business name the name "Global
                  Crossing", "Hutchison" and/or "Whampoa" and (iii) such
                  investment does not exceed 10% of the outstanding voting stock
                  of such corporation;

         (c)      prohibit any Restricted Person from carrying on a PRC Business
                  in accordance with Clauses 4.5 and 4.6;

         (d)      prohibit any Restricted Person (being a member of a group of
                  Subsidiaries of a Principal Party which carries on a single or
                  related business or itself carrying on a single or related
                  business) from self-providing Internet Enablement Services if
                  such services are used solely by the members of that group (or
                  as the case may be, that person) to meet the needs of that
                  single or related business, so long as such business is not
                  within the scope of the Business;

         (e)      prohibit any Restricted Person from engaging in (or entering
                  into investments that are engaging in) any service or activity
                  within the scope of the Business to the extent such service,
                  activity or investment was considered by the Board and was
                  rejected by the Board; provided that (i) such Restricted
                  Person or its relevant proposing Principal Party notifies the
                  Board in writing of its intent to engage in such service or
                  activity or make such investment at least 30 days prior to
                  committing to undertake such service or activity or make such
                  investment and (ii) such service or activity or investment
                  shall not use the name "Hutchison" and/or Whampoa or "Global
                  Crossing"; and provided, further, if the reason the Board
                  rejected such service, activity or investment was due to
                  capital requirements and the Restricted Person pursues such
                  opportunity, the Company shall have an option, for a period of
                  one year from the date of the notice referred to above to
                  acquire such opportunity from the Restricted Person for cash
                  in an amount equal to the Restricted Person's total investment
                  cost plus interest thereon at a rate per annum equal to the
                  Restricted Person's cost of capital;

         (f)      prohibit any member of the A Group from carrying on the
                  activities set forth in Schedule 2;

         (ff)     prohibit any member of the A Group or the B Group from
                  performing Internet Enablement Services incidental to a
                  business solution or service which, but for the Internet
                  Enablement Services, would not be within the scope of Internet
                  Enablement Services; Internet Enablement Services are
                  "incidental" to a business solution/service in cases where the
                  revenue derived from such Internet Enablement Services is less
                  than 15% of the combined revenue derived from providing the
                  business solution/service.
<PAGE>   33
                                                                              31


         (g)      require Principal Party A to cause CK or its Subsidiaries to
                  refrain from engaging in any activity which a member of the A
                  Group could undertake sub-clauses (a) through to (f) above;

         (h)      prohibit any Restricted Person within the B Group from
                  developing, constructing, owning, operating, maintaining
                  and/or using cable landing stations (for the avoidance of
                  doubt, the B Group shall be permitted to develop, construct,
                  own, operate, maintain and land submarine cable systems, and
                  terrestrial systems outside Hong Kong and the PRC, and sell
                  capacity and services thereon, subject to the proviso
                  contained in Paragraph (i) of Clause 15.3.

         (i)      prohibit any Restricted Person within the B Group from
                  developing, constructing, operating, maintaining, owning,
                  leasing or otherwise providing backhaul facilities in Hong
                  Kong and the PRC to connect cable stations owned and operated
                  by any member of the B Group in Hong Kong and the PRC with
                  related Point-of-Presence in Hong Kong and the PRC (together
                  with Capacity and services on their submersible cable systems
                  and their terrestrial cable systems outside Hong Kong and the
                  PRC); provided, however that no member of the B Group shall
                  supply capacity of services on such backhaul facilities, or
                  utilise such Points-of-Presence for provision of such capacity
                  or services to persons other than:

                  (a)      Carriers in Hong Kong and/or the PRC in connection
                           with the use of the B Group's network or cable
                           landing station(s); and

                  (b)      persons located outside Hong Kong requiring
                           international connectivity provided that the
                           agreements in relation to such connectivity were
                           initiated outside Hong Kong and the PRC and provided
                           further that no member of the B Group shall engage in
                           marketing in Hong Kong or the PRC to any person other
                           than a Carrier; provided further that each member of
                           the B Group shall use the HCL Group for all Capacity
                           in Hong Kong subject to the terms set out in Clause
                           15.8. For avoidance of doubt, nothing in this
                           paragraph (i) shall allow any member of the B Group
                           to develop, construct, own, lease, or use any
                           terrestrial link between Hong Kong and the PRC or any
                           terrestrial links between Points-of-Presence in Hong
                           Kong or the PRC (other than terrestrial links
                           connecting its cable stations in Hong Kong with a
                           Point of Presence in Hong Kong or connecting its
                           cable stations in the PRC with a Point of Presence in
                           the PRC) (as the case may be), other than on the HCL
                           network or otherwise in accordance with Clause 15.8.

15.4     Definition of Carrier

         For the purposes of Clause 15.3(i) above,

         (a)      "Carrier" means:
<PAGE>   34
                                                                              32


                  (i)      in relation to services provided in Hong Kong, a
                           person in Hong Kong who is authorised to undertake
                           the full range of HK Fixed Services in Hong Kong; and

                  (ii)     in relation to services provided in the PRC, a person
                           in the PRC who is authorised to undertake the full
                           range of PRC Fixed Services in the PRC.

         If the competitive environment in relation to the Business or the
         licensing regime for HK Fixed Services or PRC Fixed Services changes
         after the date hereof and as a result thereof the provisions of Clause
         15.3(i), applying the definition of Carrier as defined above, no longer
         reflects the commercial understanding of the parties at the date hereof
         (which commercial understanding was arrived at having regard to the
         competitive environment and the licensing regime as at the date
         hereof), Principal Party B shall be permitted, by giving notice to
         Principal Party A, to request that the definition of "Carrier" be
         renegotiated. The parties shall co-operate with each other in relation
         to such re-negotiation and shall undertake such re-negotiation in good
         faith.

         (b)      "Point-of-Presence" or "POP" means a facility or equipment
                  connecting the B Group's network with the network of a local
                  fixed network in Hong Kong (other than a cable landing
                  station).

15.4A    Overseas Sales by HCL Group

         No member of the HCL Group shall sell any services or facilities
         comprising the Business to any Person outside Hong Kong and the PRC
         provided that:

         (a)      the HCL Group shall be permitted to sell capacity or rights
                  thereto acquired under the Network Agreement of even date
                  between Global Crossing USA Inc., the Company and Principal
                  Party B or any Capacity Agreement entered into thereunder to
                  Principal Party A or its Subsidiaries pursuant to and subject
                  to the terms set out in Section 9(c) of the said Network
                  Agreement; and

         (b)      the HCL Group shall be permitted to sell services or
                  facilities to Persons located outside of Hong Kong and the PRC
                  requiring international connectivity provided that: (i) the
                  discussions, negotiations and offer of sale in relation to
                  such connectivity were initiated with a Person located in Hong
                  Kong or the PRC; (ii) the negotiations in respect of such sale
                  were conducted in Hong Kong or the PRC, and (iii) the Person
                  located outside Hong Kong or the PRC purchasing such services
                  or facilities is affiliated with the Person located in Hong
                  Kong or the PRC with whom the initial discussions and
                  negotiations were entered into; and (iv) the Person located
                  outside Hong Kong or the PRC is entering into the relevant
                  agreement for such sale due to corporate approval, regulatory,
                  tax or other similar circumstances, and provided further that
                  no member of the HCL Group shall engage in marketing outside
                  Hong Kong and the PRC.

15.5     Without prejudice to Clause 2.9 and 15.8, Principal Party B shall and
         shall procure that members of the B Group shall allow connection to
         their respective cable landing stations
<PAGE>   35
                                                                              33


         located in Hong Kong or to their respective POPs located in Hong Kong
         on reasonable commercial terms with network facilities and services
         owned, operated or provided by the HCL Group.

15.6     Compatibility with Global Crossing Network

         The parties agree to procure that HCL's network and services will be
         compatible with the Global Crossing Network in order to provide for
         seamless network management in accordance with international industry
         standards.

15.7     Restrictions Reasonable

         While the restrictions contained in this Clause 15 are considered by
         the parties hereto to be reasonable in all the circumstances, it is
         recognised that restrictions of the nature in question may fail for
         technical reasons unforeseen. It is hereby agreed and declared that if
         any such restrictions shall be adjudged to be void as going beyond what
         is reasonable in all the circumstances for the protection of the
         interests of the parties hereto, but would be valid if parts of the
         wording thereof were deleted or the period thereof were reduced, the
         said restrictions shall apply with such modifications as may be
         necessary to make it valid and effective.

15.8     Use of HCL Group

         Except as provided in this Clause 15,

         (a)      Principal Party A and Principal Party B respectively agree,
                  and agrees to cause members of the A Group and the B Group
                  respectively, to use the HCL Group for all Capacity and
                  service needs in the PRC and Hong Kong which fall within the
                  Business and are being provided by the HCL Group; and

         (b)      Principal Party A agrees, for so long as CK is the beneficial
                  owner of at least 40% of the voting shares of Principal Party
                  A, to use its reasonable commercial endeavors to cause CK and
                  its Subsidiaries to use the HCL Group for all Capacity and
                  service needs in the PRC and Hong Kong which fall within the
                  Business and are being provided by the HCL Group;

         provided that the terms offered by the HCL Group are competitive with
         available alternatives with respect to price, availability, quality and
         other terms material to its competitiveness and subject to Clause 2.10.

         In the event that the terms offered by HCL Group are not competitive as
         aforesaid, then the relevant member of the A Group or the B Group (as
         the case may require) or CK or its Subsidiaries, as the case may be,
         may use a third party to provide the relevant Capacity and services in
         respect of which HCL Group was not so competitive and such use shall
         not infringe this Clause 15.
<PAGE>   36
                                                                              34


15.9     Revenues

         For purposes of Clause 15.3(a) above, revenues of a Competing Entity
         shall be determined on the basis of financial information for the most
         recent period of twelve months for which financial information is
         available.

16.      PROTECTION OF NAME

16.1     Principal Party A/Hutchison Name

         In the event that Principal Party A or any of its Subsidiaries cease to
         hold any of the Shares, the Shareholders shall, at the request of
         Principal Party A and within a reasonable period of time of receipt
         thereof, take such steps as may be necessary to procure that the
         Company removes any reference to principal Party A's name or to the
         name of "Hutchison" in the name or business description of any member
         of the HCL Group.

16.2     Principal Party B/Global Crossing Name

         In the event that Principal Party B or any of its Subsidiaries ceases
         to hold any of the Shares, the Shareholders shall, at the request of
         Principal Party B and within a reasonable period of time of receipt
         thereof, take such steps as may be necessary to procure that the
         Company removes any reference to Principal Party B's name or to the
         Global Crossing name in the name or business description of any member
         of the HCL Group.


17.      TERMINATION

17.1     Term

         Save as otherwise provided, this Agreement shall continue indefinitely.

17.2     Termination

         This Agreement, other than the provisions of Clause 14 shall terminate:

         (a)      with respect to a Shareholder when such Shareholder ceases to
                  be a shareholder of the Company by reason of a transfer of
                  Shares pursuant to Clause 11; and

         (b)      as contemplated by Clause 11.2;

         and shall terminate upon the Company being wound up or otherwise
         dissolved.

17.3     Termination by Principal Party

         A Principal Party may without prejudice to its other rights at law,
         terminate this Agreement in the event of occurrence of any of the
         following:
<PAGE>   37
                                                                              35


         (a)      any order shall be made by a competent court or other
                  appropriate governmental authority or any resolution shall be
                  passed for bankruptcy liquidation, winding-up or dissolution
                  or for the appointment of a trustee or similar official of the
                  other Principal Party and/or its Relevant Shareholder, or of
                  all or a substantial part of such other Principal Party's
                  and/or its Relevant Shareholder's assets, and shall not have
                  been dismissed or overturned for 60 days; or

         (b)      the other Principal Party and/or its Relevant Shareholder
                  shall stop payment to creditors or make an arrangement with
                  its creditors or shall be unable to pay its debts within the
                  meaning of any applicable legislation relating to bankruptcy;
                  or

         (c)      the occurrence of a Fundamental Breach by the other Principal
                  Party and/or its Relevant Shareholder ("Defaulter") which
                  breach, if capable of remedy, has not been remedied at the
                  expiry of 30 days following written notice by a non-breaching
                  Shareholder ("Innocent Party") having been served on the
                  Defaulter if the said written notice states in reasonable
                  detail the Fundamental Breach alleged and such Innocent
                  Party's intent to exercise its rights under this Clause 17 as
                  a result of such Fundamental Breach.

         In order to terminate this Agreement under this Clause 17.3(c), the
         Innocent Party must serve a further notice of termination ("Termination
         Notice") on the Defaulter which notice may be served at any time after
         the expiration of the 30 day period referred to in Clause 17.3(c).
         Termination of this Agreement shall take effect at the time specified
         in the Termination Notice, provided that such time so specified shall
         not be less than 2 Business Days after the receipt by the Defaulter of
         the Termination Notice from the Innocent Party.

17.4     Reservation of Other Rights

         Each Party reserves all of its rights at law (including, without
         limitation, rights to claim damages) arising out of any breach of this
         Agreement by any other Party.


18.      MISCELLANEOUS

18.1     Assignment

         This Agreement shall be binding upon and shall ensure to the benefit of
         the parties their successors and assigns, provided that this Agreement
         may not be assigned or transferred in whole or in part by any party
         without the consent of the other parties or otherwise as provided for
         herein.

18.2     Implementation of Agreement

         Each Shareholder agrees that it will at all times:
<PAGE>   38
                                                                              36


         (a)      use all means reasonably available to it (including its voting
                  power direct or indirect in relation to the Company) so as to
                  ensure that the Company and any Director nominated by it (and
                  any alternate of such Director) shall implement the provisions
                  of this Agreement relating to the Company.

         (b)      cooperate in good faith and execute such documents and take
                  such action as may be reasonably required to give full effect
                  to the provisions and intent of this Agreement; and

         (c)      use its commercially reasonable endeavours to develop and
                  expand the business of the Company in accordance with the
                  Business Plan.

18.3     No Agency, Partnership or Third Party Beneficiaries

         Other than for United States federal tax purposes, nothing contained in
         or relating to this Agreement shall or shall be deemed to constitute a
         partnership or agency relationship between any of the parties. This
         Agreement does not provide, and is not intended to provide, third
         parties with any remedy, claim, liability, reimbursement, cause of
         action or any other right.

18.4     Severability

         If any term or provision of this Agreement shall be found to be invalid
         or unenforceable for any reason, the other terms or provisions shall
         not be affected and such invalid or unenforceable term shall be deemed
         to be deleted.

18.5     Counterparts and Amendments

         This Agreement may be executed in multiple counterparts, each of which
         when fully executed shall be deemed an original for all purposes. This
         Agreement shall not be amended except by written instrument signed by
         each of the Principal Parties (which amendment, when made, shall be
         binding on all of the parties to this Agreement from time to time).

18.6     Governing Law and Jurisdiction

         This Agreement shall be governed by and construed in accordance with
         the laws of England and (other than matters to be determined under
         Clause 7) each party hereby irrevocably submits to the non-exclusive
         jurisdiction of English courts in England.


19.      NOTICE

         Each demand, notice or communication given or made under this Agreement
         shall be in writing and shall be delivered or sent to the relevant
         party personally, by expedited courier, by certified or registered mail
         (airmail if overseas) with return receipt requested or by facsimile at
         the following address or facsimile number (or such other addresses or
<PAGE>   39
                                                                              37


         facsimile number as the addressee has by fourteen (14) days' prior
         notice specified to the other parties):

         Principal Party A:         Hutchison Whampoa Limited
                                    22nd Floor, Hutchison House
                                    10 Harcourt Road
                                    Hong Kong
                                    Facsimile No.:  2128-1778
                                    Attention:  The Company Secretary

         Party A:                   Hutchison Telecommunications Limited
                                    22 Tak Fung Street
                                    Hung Hom
                                    Kowloon
                                    Hong Kong

                                    Facsimile No.:  2128-3104
                                    Attention: The Finance Director

         Principal Party B:         Global Crossing Ltd.
                                    Wessex House
                                    45 Reid Street
                                    Hamilton, HM12
                                    Bermuda

                                    Facsimile No.:  441-296-8606
                                    Attention:  James C. Gorton, Esq., General
                                                Counsel

         Party B:                   Global Crossing Holdings Ltd.
                                    Wessex House
                                    45 Reid Street
                                    Hamilton, HM12
                                    Bermuda

                                    Facsimile No.:  441-296-8606
                                    Attention:  James C. Gorton, Esq., General
                                                Counsel

         The Company:               HCL Holdings Limited
                                    22 Tak Fung Street
                                    Hung Hom
                                    Kowloon
                                    Hong Kong

                                    Facsimile No.:  2128-3104
                                    Attention: The Finance Director
<PAGE>   40
                                                                              38


         Any notice so addressed shall be sufficiently served: (i) if delivered
         personally, at t he time of delivery; (ii) if sent by expedited courier
         or by certified or registered mail with postage or transmission charges
         fully paid, on the fifth (5th) day following the date of posting or
         dispatch; (iii) if by facsimile, at the time of transmission to the
         correct facsimile number, provided that the sending party shall have
         obtained electronic or other confirmation of accurate and complete
         transmission.

20.      TAXES

20.1     Tax Matters

         (a)      The "tax matters partner" for purposes of section 6231(a)(7)
                  of the Internal Revenue Code of 1986 of the United States, as
                  amended (the "Code") shall be Principal Party B or its
                  designated Affiliate (provided, however, that such Affiliate
                  must be a Shareholder) (the "Tax Matters Shareholder"). The
                  Tax Matters Shareholder shall have all of the rights, duties,
                  powers and obligations provided for in sections 6221 through
                  6231 of the Code with respect to the Company.

         (b)      Tax Returns

                  (i)      The Tax Matters Shareholder shall timely prepare, or
                           cause to be prepared, all tax returns for each member
                           of the HCL Group for all taxable years or periods,
                           and in all jurisdictions other than Hong Kong, that
                           such tax returns are required to be filed;

                  (ii)     HCL shall timely cause to be prepared all Hong Kong
                           tax returns for each member of the HCL Group for all
                           taxable years or periods that such tax returns are
                           required to be filed;

                  (iii)    Any Shareholder may request in writing to review any
                           and all tax returns of the HCL Group, and all
                           reasonable comments proposed by such Shareholder
                           shall be incorporated into such tax returns by the
                           party controlling the preparation thereof; and

                  (iv)     If a dispute arises with respect to the preparation
                           of any tax return, any Shareholder may request in
                           writing to submit such tax return to review by an
                           outside accounting firm mutually acceptable to all
                           Shareholders (the "Accounting Firm"), and the
                           determination made by the Accounting Firm shall be
                           binding on all members of the HCL group and on all
                           Shareholders. Such determination shall be made no
                           later than the 10th day prior to the due date for
                           filing such return.

                  (v)      All fees incurred by the Accounting Firm with respect
                           to any dispute referred to in subclause (iv) shall be
                           paid as follows:
<PAGE>   41
                                                                              39


                           (1)      If the Accounting Firm determines that the
                                    position of the party requesting review of a
                                    return according to the provisions of
                                    subclause (iv) above (the "Requesting
                                    Party") is correct, then the non-requesting
                                    party (the "Other Party") shall pay all such
                                    fees;

                           (2)      If the Accounting Firm determines that the
                                    position of the Other Party is correct, then
                                    the Requesting Party shall pay all such
                                    fees; or

                           (3)      If the Accounting Firm determines that the
                                    position of neither or both parties is
                                    correct, the Requesting Party and the Other
                                    Party shall each pay half of all such fees.

20.2     HCL Group Tax Elections

         (a)      The Tax Matters Shareholder shall, in its reasonable
                  discretion, have the right to make, or cause each member of
                  the HCL Group to make, all United States federal, state and
                  local tax elections with respect to such member (including,
                  without limitation, any election to be classified as a
                  corporation for U.S. federal income tax purposes); provided
                  that the Tax Matters Shareholder shall notify and consult with
                  Principal Party A prior to making any such elections; and
                  provided further, however, that the elections described in
                  subclause (b) below may be made in the sole discretion of the
                  Tax Matters Shareholder, without notification of or
                  consultation with Principal Party A, and shall be subject to
                  the provisions of subclause (b).

         (b)      At any time, each member of the HCL Group shall, if so
                  requested by the Tax Matters Shareholder and subject to the
                  provisions of Clause 4.11 of the Subscription and Sale and
                  Purchase Agreement, make an election to be classified as a
                  partnership or a disregarded entity, as the case may be, for
                  U.S. federal income tax purposes by filing an election on
                  Internal Revenue Service Form 8832 (or any successor form),
                  all of which elections shall be effective as of a date
                  specified by the Tax Matters Shareholder; and

         (c)      Except as set forth in subsections (a) and (b) of this Clause
                  20.2, the Company shall make, or cause to be made, all other
                  tax elections of each member of the HCL Group, subject to
                  prior approval of the Board as set forth in Clause 5.9 hereof,
                  and subject further to the deadlock provisions of Clause 7
                  hereof, provided however, that such Board approval and such
                  deadlock procedures shall proceed in a manner so as to allow
                  any election under this subclause to be timely made.

20.3     Capital Accounts; Book Allocations

         (a)      There shall be established for each Shareholder on the books
                  of the Company as of the date hereof, or such later date on
                  which such Shareholder is admitted to the Company, a capital
                  account (each being a ("Capital Account"). The Capital Account
                  of each Shareholder shall be credited with the amount set
                  forth under
<PAGE>   42
                                                                              40


                  "Initial Capital Account" on Schedule 1 opposite such
                  Shareholder's name paid by such Shareholder, increased by any
                  allocation of income or gain and by any additional capital
                  contributions by that Shareholder, and shall be reduced by any
                  allocation of loss, expense or deduction and by any
                  distribution to that Shareholder. Capital Accounts shall be
                  appropriately adjusted to reflect transfers of part (but not
                  all) of a Shareholder's Shares. Interest shall not be payable
                  on Capital Account balances.

         (b)      Except as otherwise provided herein, all items of Company
                  income, gain, loss, expense or deduction shall be allocated to
                  the Capital Accounts of the Shareholders in proportion to
                  their Share ownership. The foregoing provisions relating to
                  the maintenance of Capital Accounts and allocations of Company
                  income, gain, loss, expense or deduction are intended to
                  comply with U.S. Treasury Regulations section 1.704-1(b)
                  (including, without limitation, the "qualified income offset"
                  provisions contained therein) and shall be interpreted and
                  applied in a manner consistent with such U.S. Treasury
                  Regulations. Additionally, the foregoing allocation provisions
                  shall be interpreted and applied in a manner consistent with
                  the "minimum gain chargeback" provisions set forth in U.S.
                  Treasury Regulations section 1.704-2(f) and 1.704-2(i)(4).

20.4     Tax Allocations. Except as otherwise required by the Code or U.S.
         Treasury Regulations (including without limitation section 704(b) and
         (c) of the Code and U.S. Treasury Regulations promulgated thereunder),
         all items of Company income, gain, loss, expense, deduction and any
         other items shall be allocated among the Shareholders for federal
         income tax purposes in the same proportions as they share the
         corresponding items pursuant to Section 20.3.


21.      AGENT FOR SERVICE

21.1     Principal Party B

         Principal Party B and (if Party B is a different entity to Party B)
         Party B hereby irrevocably agrees that any Service Document may be
         sufficiently and effectively served on it in connection with
         Proceedings by service on its agent Global Crossing Ltd. At 4th Floor,
         Washington House, 40-41 Conduit Street, London W1R 9FB, England, if no
         replacement agent has been appointed and notified to the other parties
         pursuant to Clause 21, or on the replacement agent if one has been
         appointed and notified to the other parties.

21.2     Principal Party A

         Principal Party A hereby irrevocably agrees that any Service Document
         may be sufficiently and effectively served on it in connection with
         Proceedings by service on its agent. The Law Debenture Corporation plc
         at 95 Gresham Street London, England, if no replacement agent has been
         appointed and notified to the other parties pursuant to Clause
<PAGE>   43
                                                                              41


         21.4, or on the replacement agent if one has been appointed and
         notified to the other parties.

21.3     Service

         Any document addressed in accordance with Clause 21.1 or 21.2 shall be
         deemed to have been duly served if:

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

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

21.4     Replacements

         If the agent referred to in Clause 21.1 or Clause 21.2 (or any
         replacement agent appointed pursuant to this Clause) at any time ceases
         for any reason to act as such, the original appointer shall appoint a
         replacement agent to accept service having an address for service in
         London, England and shall notify the other parties of the name and
         address of the replacement agent.

21.5     Definitions

         In this Clause 21:

         (a)      "Proceeding" means any proceedings, suit or action arising out
                  of or in connection with this Agreement.

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


22.      EFFECTIVE DATE

         This Agreement shall come into effect on the date first written above
         (the "Effective Date"). With effect from the Effective Date, this
         Agreement and the Relevant Agreements shall represent the entire
         agreement of the parties with respect to the subject matter hereof and
         shall supersede all previous discussions, representation or agreement.
<PAGE>   44
                                   SCHEDULE 1A

                                A GROUP SERVICES


                           1.       Paging Services

                           2.       Mobile Services

                           3.       Call Centre Services
<PAGE>   45
                                   SCHEDULE 1B

                                B GROUP SERVICES




List of Global Crossing Products

Wholesale Capacity on Global Crossing Network

         -        Subsea & Terrestrial
         -        Dark Fiber, Wavelengths, STMs, Ds-3s, Els, etc.
         -        IRUs and leases

Service Across Global Crossing Network
         -        Subsea & Terrestrial
         -        Data Services (incl. ATM and Frame Relay)
         -        IP Services (incl. Transit/Transport, Internet Access and IP
                  VPN)
         -        Voice (VOIP and Circuit Switched Minutes)
         -        IPLCs

Telehouse/MDC Services
         -        Collocation
         -        Internet Enablement Services (as defined in Shareholders
                  Agreement)
         -        Peering Services
<PAGE>   46
                                   SCHEDULE 2

                             NON COMPETE EXCEPTIONS



The provision by Hutchison Telephone Company Limited or its Subsidiary or
Affiliate of Internet Access and Transport Services through wireless means to
subscribers to its mobile telecommunications services, but subject to the
provision of Clause 15.8.
<PAGE>   47
                                   SCHEDULE 3

                                RESERVED MATTERS

1.       Any amendment to the Articles or the articles of association of any
         member of the HCL Group.

2.       The creation, allotment or issue of any Shares or of any shares in the
         capital of any member of the HCL Group or the grant or agreement to
         grant any option over Shares or any uncalled capital of the Company or
         shares or uncalled capital of any member of the HCL Group or the issue
         of any obligations convertible into Shares or shares of any member of
         the HCL Group.

3.       The redemption or purchase of any Shares or of any shares of any member
         of the HCL Group.

4.       Any change in the nature or scope of the Business or the commencement
         of any new business not being ancillary or incidental to such business
         and/or any modification to the Business Plan or the Operating Budget.

5.       The giving of any guarantee, indemnity or other security to any person
         (including, without limitation, to any of the Principal Parties or any
         members of the A Group or the B Group) by the Company or any other
         member of the HCL Group or the borrowing by the Company or any other
         member of the HCL Group in excess of limits from time to time contained
         in the Business Plan or otherwise not in excess of HK$7,500,000 or any
         refinancing thereof or material amendments thereto.

6.       The acquisition or the disposal by the Company or any member of the HCL
         Group of:

         (a)      any shares or other interests in any company or other entity;
                  or

         (b)      any business (or assets formerly used in the conduct of any
                  business); or

         (c)      any assets, other than in the ordinary course of business.

7.       The approval pursuant to Clause 9 of the Business Plan.

8.       The amalgamation or merger of the Company or any other member of the
         HCL Group with any other company or legal entity.

9.       Any change in name of any member of the HCL Group.

10.      The declaration or payment of dividends.
<PAGE>   48
11.      The commencement of the defense or conduct of litigation by any member
         of the HCL Group concerning a claim by a third party against any member
         of the HCL Group which is material to such member.

12.      Any changes to the accounting policies of any member of the HCL Group.

13.      The commencement of a winding-up (or similar proceedings) (or the sale
         of all or substantially all of the assets of any member of the HCL
         Group).

14.      The purchase of any freehold property, by, or the grant or assignment
         of any leasehold property to, any member of the HCL Group.

15.      The provision by HCL Group of backhaul services at other than market
         rates where not expressly permitted by this Agreement.

16.      The disposition of capacity on the HCL network for non-cash
         consideration.

17.      Any transaction or agreement between any member of the HCL Group, on
         the one hand, and Principal Party A or Principal Party B (or their
         respective affiliates), on the other hand, or any amendments to any
         such agreements.

18.      Capital expenditures in excess of HK$7,500,000, unless specifically
         contemplated by the Operating Budget.

19.      Execution or material amendment or termination of "material" contracts.

20.      Election, appointment or removal of senior management.

21.      Create, grant or issue or agree to create, grant or issue, any
         mortgage, charge or other lien on any of its assets (or any of its
         Shares).

22.      Enter into any individual contract or commitment which is outside the
         ordinary course of business or has a value in excess of HK$7,500,000 or
         has a duration of greater than 18 months.

23.      Disposition of any asset having a net book value in excess of
         HK$7,500,000.

24.      Changing the HCL Group's independent accountants.

25.      Subject to Clauses 20.1 and 20.2, changing any member of the HCL
         Group's residence for taxation purposes, making or changing any
         taxation election, changing any annual taxation accounting period or
         method of taxation accounting, filing any material amended taxation
         return, settling any material taxation claim or assessment,
         surrendering any right to claim a taxation refund or consenting to any
         extension or waiver of the limitation period applicable to any taxation
         claim assessment.
<PAGE>   49
26.      The acquisition of, or investment in, any company.

27.      Any reorganisation, recapitalization or similar extraordinary corporate
         action or transaction involving any member of the HCL Group.

28.      Establishment of any new subsidiary.
For the purpose of this Schedule, a contract shall be "material" if (a) it
relates to a matter not within the ordinary course of business of the applicable
member of the HCL Group; (b) it has a value in excess of HK$7,500,000; (c) it
has a stated term (including automatic renewals and renewals which may be
exercised by the other party) in excess of 18 months (and, if any contract does
not have stated term it shall be deemed to be "material" if it cannot be
terminated on less than six months' notice); or (d) such contract can be
terminated (or the substantive rights set forth therein can be modified) in the
event of change in the underlying ownership or control of the member of the HCL
Group which is a party to such contract.
<PAGE>   50
                                   SCHEDULE 4

                                DEED OF ADHERENCE
<PAGE>   51
                                DEED OF ADHERENCE

THIS DEED is dated _________, _____ and is made by [        ] of [        ] (the
"New Shareholder") in favor of the following persons ("Existing Parties"):

(1)      [Include the name of each shareholder of HCL Holdings Limited other
         than the outgoing shareholder, as at the date of the Deed] a company
         incorporated in [           ] and having its registered office at
         [            ] ("Existing Shareholder");

(2)      Hutchison Whampoa Limited, a company incorporated in Hong Kong and
         having its registered office at 22nd Floor, Hutchison House, 10
         Harcourt Road, Hong Kong ("Principal Party A");

(3)      Global Crossing Ltd., a company incorporated in Bermuda and having its
         registered office at Wessex House, 45 Reid Street, Hamilton, HM12,
         Bermuda ("Principal Party B"); and

(4)      HCL Holdings Limited, a company incorporated in the British Virgin
         Islands and having its registered office at P.O. Box 957 Offshore
         Incorporations Center, Road Town, Tortola, British Virgin Islands (the
         "Company").

WHEREAS:

(A)      This Deed is supplemental to a Shareholders Agreement, dated as of [ ]
         January, 2000 (the "Shareholders Agreement"), a copy of which is
         annexed hereto.

(B)      Principal Party [A][B] [complete as applicable] has given written
         notice to Principal Party [A][B] [complete as applicable] that the New
         Shareholder is becoming a member of the Company.

NOW THIS DEED WITNESSETH THAT

(1)      The New Shareholder hereby covenants and undertakes to the Existing
         Parties that it will at all times perform and observe the continuing
         provisions of the Shareholders Agreement as if the New Shareholder were
         a party to the Shareholders Agreement and were named therein as a
         Shareholder and Party [A][B] [complete as applicable] and on the basis
         that references therein to "Shareholder" include a reference to the New
         Shareholder and references to the "Principal Party" in respect of the
         New Shareholder were a reference to Principal Party [A][B] [insert
         Principal Party of the transferring party].

(2)      (A)      This Deed shall be governed by and construed in accordance
                  with the laws of England.

         (B)      The New Shareholder hereby irrevocably accepts and submits to
                  the non-exclusive jurisdiction of the courts of England but
                  this Deed may be enforced in any court of competent
                  jurisdiction.
<PAGE>   52
IN WITNESS WHEREOF, this Deed has been executed as a Deed the day and year
before first written.


SEALED with the Common Seal of              )
[Insert Name of the New Shareholder]        )
and SIGNED by                               )
in the presence of:
<PAGE>   53
                                   SCHEDULE 5

                               ARBITRATION/EXPERT

Unless otherwise stated, references herein to Clauses are to clauses of this
Schedule.

1.       General

         1.1      If a deadlock arises between the Principal Parties in
                  connection with or arising from this Agreement and the matter
                  is referred to arbitration pursuant to Clause 7.2 of this
                  Agreement (a "Dispute"), the Dispute shall be submitted to
                  arbitration in accordance with Clause 2.

         1.2      A party must not use information obtained in the course of any
                  procedure established by this Schedule for any purpose other
                  than to resolve the relevant dispute.

2.       Arbitration

         2.1      (a)      Any referral of a Dispute to arbitration shall be
                           made by notice, including a statement of the matters
                           in the Dispute.

                  (b)      The arbitration must be conducted in accordance with
                           the London Court of International Arbitration Rules
                           (the "Rules") in force at the time the arbitration is
                           commenced. The Rules are deemed to be incorporated by
                           reference into this Schedule.

                  (c)      The arbitration shall take place in England and shall
                           be conducted in English.

                  (d)      Party A and Principal Party A on the one hand, and
                           Party B and (if Principal Party B is a different
                           entity to Party B) Principal Party B, on the other
                           hand, shall each appoint one arbitrator to resolve
                           any Dispute, whereupon the two arbitrators shall
                           appoint a third arbitrator. If the arbitrators
                           appointed by the parties are unable to agree upon the
                           appointment of the third arbitrator within 14 days,
                           then such arbitrator shall be appointed by the London
                           Court of International Arbitration.

                  (e)      In addition to the qualifications of the arbitrators
                           contemplated by the Rules, the arbitrators should:

                           (i)      have an understanding of the relevant
                                    aspects of the telecommunications industry;
                                    and

                           (ii)     not be an officer, director or employee of a
                                    telecommunications company.
<PAGE>   54
                  (f)     The parties agree to expedite the arbitration to the
                          extent possible.

                  (g)     Unless determined to the contrary by the arbitrators,
                          the parties will bear their own costs of the
                          arbitration including the costs of any representatives
                          and will each bear half the costs of the arbitration.

2.2      The Parties agree that the arbitrators may refer business or technical
         matters to experts for decision.