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                                                                   Exhibit 10.57

                                                                  CONFORMED COPY

THIS SHARE MORTGAGE is made as a deed on 30 March 2007

BETWEEN:

(1)  H3C HOLDINGS LIMITED, a company incorporated under the laws of the Cayman
     Islands whose registered office is at PO Box 309GT, Ugland House, South
     Church Street, George Town, Grand Cayman, Cayman Islands (the "MORTGAGOR");
     and

(2)  INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED, a limited
     partnership registered under the laws of Hong Kong whose registered office
     is at 33rd Floor, ICBC Tower, 3 Garden Road, Central, Hong Kong (in its
     capacity as collateral agent, the "COLLATERAL AGENT", which expression
     shall, wherever the context so admits, include such entity and all other
     persons from time to time acting in such capacity).

WHEREAS:

(A)  By the Facility Agreement, the Lenders have agreed to make Term Loans to
     the Mortgagor upon the terms and subject to the conditions contained
     therein.

(B)  As security for the Mortgagor's obligations under the Facility Agreement,
     the Mortgagor has agreed to enter into this Deed.

NOW THIS DEED WITNESSES as follows:

1.   INTERPRETATION AND DEFINITIONS

1.1  DEFINITIONS

     In this Deed, unless the context otherwise requires:

     "BUSINESS DAY" means a day (other than a Saturday or a Sunday) on which
     banks are generally open for business in Hong Kong;

     "CONVEYANCING AND PROPERTY ORDINANCE" means the Conveyancing and Property
     Ordinance (Chapter 219 of the Laws of Hong Kong);

     "DEBT SERVICE ACCOUNT" means the bank account defined as the Debt Service
     Account in the Borrower Charge over Bank Accounts entered into on 22 March
     2007 by the Mortgagor and the Collateral Agent;

     "DERIVED ASSETS" means all shares, rights or other property of a capital
     nature which accrue or are offered, issued or paid at any time (by way of
     bonus, rights, redemption, conversion, exchange, substitution,
     consolidation, subdivision, preference, warrant, option, purchase or
     otherwise) in respect of:

     (A)  the Shares; or

     (B)  any Further Shares; or

H3C Share Mortgage

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     (C)  any shares, rights or other property previously accruing, offered,
          issued or paid as mentioned in this definition;

     "DIVIDENDS" means all dividends, interest and other income paid or payable
     in respect of the Shares, any Further Shares or any Derived Assets;

     "FACILITY AGREEMENT" means the senior secured credit and guaranty agreement
     dated 22 March 2007 and signed by or on behalf of, amongst others, the
     Mortgagor and the Collateral Agent, as amended, supplemented and/or
     restated from time to time in any manner whatsoever;

     "FURTHER SHARES" means all shares (other than the Shares and any shares
     comprised in any Derived Assets) which the Mortgagor and the Collateral
     Agent may at any time agree shall be subject to the Mortgage;

     "MORTGAGE" means the security from time to time constituted by or pursuant
     to this Deed (or intended to be constituted by or pursuant to this Deed) or
     any part thereof;

     "MORTGAGED PROPERTY" means any or all of the rights, title and interest,
     present and future, in and to the Shares, Future Shares and Derived Assets
     expressed to be subject to the security created under Clause 3 (Mortgage)
     of this Deed;

     "POWERS OF ATTORNEY ORDINANCE" means the Powers of Attorney Ordinance
     (Chapter 31 of the Laws of Hong Kong);

     "PROCEEDINGS" means any proceeding, suit or action arising out of or in
     connection with this Deed and/or any other document referred to in this
     Deed.

     "RECEIVER" means a receiver appointed by or on behalf of the Collateral
     Agent under this Deed or pursuant to the Collateral Agent's statutory
     powers, and includes more than one such receiver and substituted receiver;

     "SECURED INDEBTEDNESS" means the moneys, liabilities and obligations
     (whether actual or contingent and whether owed jointly and severally or in
     any other capacity whatsoever) of the Mortgagor which are, or are expressed
     to be, or may at any time in the future be due and owing to the Collateral
     Agent (whether for its own account or as agent or trustee for the Secured
     Parties) or to any of the Secured Parties under or in connection with the
     Facility Agreement together with all costs, charges and expenses incurred
     by the Collateral Agent or any Secured Party which are, or are expressed to
     be, or may become due and owing by the Mortgagor under or in connection
     with the Facility Agreement; and

     "SHARES" means the shares comprising all the issued capital of Huawei-3Com
     Co., Limited more particularly described in Schedule 1 (Particulars of the
     Shares).

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1.2  DEFINITIONS IN THE FACILITY AGREEMENT

     Unless a contrary indication appears, a term used in the Facility Agreement
     has the same meaning when used in this Deed.

1.3  CONVEYANCING AND PROPERTY ORDINANCE

     In the context of the rights, powers, privileges, discretions and
     immunities conferred on the Collateral Agent, any Receiver or any Attorney
     (as defined in Clause 15 (Power of Attorney), references to "mortgage" and
     "mortgaged land" in any provision of the Conveyancing and Property
     Ordinance shall, for the purposes of this Deed, be deemed to be references
     to the Mortgage and the Mortgaged Property respectively.

2.   COVENANT TO PAY AND NATURE OF SECURED INDEBTEDNESS

2.1  COVENANT TO PAY

     The Mortgagor hereby covenants with the Collateral Agent that it shall pay
     and discharge the Secured Indebtedness at the time or times and in the
     manner provided for in the Facility Agreement and the Mortgagor hereby
     creates the Mortgage in the Mortgaged Property in the manner and on the
     terms set out in Clause 3 (Mortgage).

2.2  NATURE OF SECURED INDEBTEDNESS

     Each transfer, assignment, mortgage and charge hereunder expressed to be
     to, each undertaking and agreement hereunder expressed to be to or with,
     and each representation and warranty hereunder expressed to be given to,
     the Collateral Agent is to, with or, as the case may be, given to the
     Collateral Agent for itself and as agent and trustee for the Secured
     Parties from time to time. Without prejudice to the generality of the
     foregoing or Clause 1.2 (Definitions in the Facility Agreement), any
     reference in this Deed to the Mortgagor, the Collateral Agent or any
     Secured Party shall be construed so as to include their respective
     successors and permitted assigns or transferees.

3.   MORTGAGE

3.1  SHARE MORTGAGE

     Subject to the provisions of Clause 5 (Redemption) below, the Mortgagor, as
     continuing security for the payment and discharge of the Secured
     Indebtedness:

     (A)  assigns and transfers absolutely to ICBC (Asia) Nominee Ltd. or such
          other person as nominated in writing by the Collateral Agent (in each
          case, the "NOMINEE") by way of first legal mortgage all of its rights,
          title and interest in and to the Shares;

     (B)  charges and agrees to mortgage to the Nominee all its rights, title
          and interest in and to any Further Shares and any Derived Assets (with
          the intent that the Mortgage constituted by this Deed with respect to
          any Further Shares and any

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          shares comprised in any Derived Assets shall, until such shares are
          registered in the name of the Nominee, take effect by way of first
          fixed equitable charge and, upon such shares being so registered,
          shall take effect by way of first legal mortgage); and

     (C)  charges and assigns to the Nominee all its rights, title and interest
          in and to any Dividends which are paid or payable to the Mortgagor
          before the shares to which they relate are registered in the name of
          the Nominee.

4.   COVENANT TO DEPOSIT AND FURTHER ASSURANCES

4.1  THE SHARES AND FURTHER SHARES

     The Mortgagor shall, immediately after the execution of this Deed (or such
     longer period as the Collateral Agent may allow) in the case of the Shares,
     and within two Business Days (or such longer period as the Collateral Agent
     may allow) of each occasion on which the Collateral Agent and the Mortgagor
     agree that any shares shall become Further Shares:-

     (A)  deposit with the Collateral Agent :-

          (i)  all share certificates, documents of title and other documentary
               evidence of ownership in relation to such shares;

          (ii) transfers of such shares duly executed by the Mortgagor or its
               nominee in favour of the Nominee and stamped; and

     (B)  procure that the Nominee is registered as the holder of such shares in
          the register of members of the relevant company and is issued with
          share certificates in respect of such shares.

4.2  DERIVED ASSETS

     In respect of any Derived Assets to which the Mortgagor may be or become
     entitled before the shares to which they relate are registered in the name
     of the Nominee, the Mortgagor shall immediately upon receipt of the
     relevant share certificates, renounceable certificates, letters of
     allotment, documents of title or other evidence of entitlement thereto
     deliver the same to the Collateral Agent duly executed by the Mortgagor (or
     its nominee) in favour of the Nominee and shall promptly take whatever
     steps may be necessary to ensure that the Nominee becomes registered as the
     holder of any shares comprised in such Derived Assets.

4.3  RIGHTS ISSUES

     If the Nominee in its capacity as registered holder of the Mortgaged
     Property receives an offer of rights to subscribe for shares, it shall be
     entitled, subject to prior notice to the Mortgagor, to sell (or allow to be
     sold) such rights nil paid and apply the proceeds in accordance with
     section 2.16(h) of the Facility Agreement, provided that if the

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     Mortgagor, whether or not it receives any notice from the Nominee of the
     offer of such rights, puts the Collateral Agent in sufficient funds within
     the period allowed for the acceptance of such rights the Nominee shall take
     up such rights and the shares so subscribed shall form part of the
     Mortgaged Property.

4.4  FURTHER ASSURANCES

     In addition to and without prejudice to anything else contained in this
     Deed, the Mortgagor shall, at its own cost, promptly execute and do all
     such deeds, instruments, transfers, renunciations, proxies, notices,
     documents, assurances, acts and things in such form as the Collateral Agent
     may from time to time require:

     (A)  for perfecting, preserving or protecting the Mortgage or the priority
          of the Mortgage; and

     (B)  for facilitating the realisation of the Mortgage or the exercise of
          any rights vested in the Collateral Agent.

4.5  REGISTRATION

     Without limitation to the generality of the Clause 4.4 (Further
     Assurances), the Mortgagor shall make all filings and registrations as may
     be required by applicable laws or requested by the Collateral Agent from
     time to time as may be necessary to perfect, preserve and protect the
     Mortgage.

5.   REDEMPTION

     (A)  Subject always to Clause 11.9 (Discharge Conditional), if the
          Collateral Agent is, acting reasonably, satisfied that:

          (i)  all Secured Indebtedness have been unconditionally and
               irrevocably paid or discharged in full and the Facility Agreement
               has been terminated; or

          (ii) security or a guarantee for the Secured Indebtedness, in each
               case acceptable to the Collateral Agent, has been provided in
               substitution for this Deed,

          then, the Collateral Agent shall, at the request and cost of the
          Mortgagor, promptly discharge, release and/or re-assign, or, as
          appropriate, transfer the benefit of so much of the Mortgaged Property
          as has not been applied by the Collateral Agent in or towards
          satisfaction of the Secured Indebtedness to the Mortgagor or as the
          Mortgagor may direct and, thereafter, the Mortgagor shall have no
          future obligation hereunder.

     (B)  The execution of a discharge, release, re-assignment, transfer or
          partial discharge by the Collateral Agent shall be a good and valid
          release or discharge of the Mortgage constituted by this Clause 3
          (Mortgage) or the relevant part

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          thereof (as the case may be) and the obligations (or the relevant part
          thereof, as the case may be) of the Mortgagor from this Deed without
          the need for the Mortgagor to be a party thereto.

     (C)  The Collateral Agent hereby agrees that it shall, at the request and
          cost of the Mortgagor, do all such things and execute all such
          documents and procure that the Nominee do all such things and execute
          all such documents as may be reasonably necessary to give effect to
          the discharge, release, re-assignment, transfer or partial discharge
          referred to in Sub-clauses (A) and (B).

     (D)  Upon any release, discharge, re-assignment, transfer or partial
          discharge pursuant to and in accordance with Sub-clause (A), the
          Collateral Agent shall, at the request and cost of the Mortgagor:

          (i)  promptly procure the redelivery to the Mortgagor of all deeds,
               instruments, certificates and other documents delivered to or
               deposited with or to the order of the Collateral Agent pursuant
               to Clause 4 (Covenant to Deposit and Further Assurances); and

          (ii) promptly give notice to each person (if any) who has received
               notice of the Mortgage pursuant to this Deed of such release,
               discharge, re-assignment and/or transfer,

          in each case to the extent the same relates to such release,
          discharge, re-assignment, transfer or partial discharge.

6.   THE SHARES

6.1  EXERCISE OF POWER

     Until the Mortgage becomes enforceable the Nominee shall exercise in
     respect of the Mortgaged Property all of the powers and rights conferred on
     or exercisable by the registered holder thereof, including any voting
     rights attaching thereto, provided that before the Mortgage becomes
     enforceable, it shall exercise such voting rights in such manner as the
     Mortgagor may direct or shall, at the election of the Collateral Agent,
     appoint a proxy nominated by the Mortgagor to exercise on its behalf such
     voting rights, save however that the obligation of the Nominee to so
     exercise such voting rights or to so appoint a proxy may at any time be
     terminated upon and to the extent of any notice by the Collateral Agent to
     the Mortgagor evidencing its intention thenceforth to exercise such rights
     for the purpose of preserving the value of the Mortgage.

6.2  MORTGAGOR TO PAY CALLS AND OTHER PAYMENTS

     The Mortgagor shall pay all calls or other payments due in respect of any
     part of the Mortgaged Property, and in any case of default by the Mortgagor
     in this respect the Collateral Agent may (but shall not be obliged) if it
     thinks fit make any such payment on behalf of the Mortgagor in which event
     any sums so paid shall be reimbursed on

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     demand by the Mortgagor to the Collateral Agent and shall, until
     reimbursed, bear interest at the rate provided in section 2.10 of the
     Facility Agreement.

6.3  DIVIDENDS

     The Collateral Agent agrees that until this Deed becomes enforceable it
     shall pay over all amounts received by it by way of dividends from
     Huawei-3Com Co., Limited to the credit of the Debt Service Account.

7.   REPRESENTATIONS AND WARRANTIES

     The Mortgagor represents and warrants to the Collateral Agent that:-

     (A)  it is duly incorporated and validly existing under the laws of the
          Cayman Islands and it has the power and capacity to enter into this
          Deed and grant the security created hereunder;

     (B)  subject only to this Mortgage, it is the sole beneficial owner of the
          Mortgaged Shares;

     (C)  no Lien (other than Permitted Liens) exists on, over or with respect
          to any of the Mortgaged Property;

     (D)  it has not sold, transferred, lent, assigned, parted with its interest
          in, disposed of, granted any option in respect of or otherwise dealt
          with any of its rights, title and interest in and to the Mortgaged
          Property, or agreed to do any of the foregoing (otherwise than
          pursuant to this Deed or as permitted by the Facility Agreement);

     (E)  the Shares, any Further Shares and any shares comprised in any Derived
          Assets are fully paid and there are no moneys or liabilities
          outstanding in respect of any of them;

     (F)  the Shares, any Further Shares and any shares comprised in any Derived
          Assets have been duly authorised and validly issued and are free from
          any restrictions on transfer or rights of pre-emption, save as
          provided in the articles of association of Huawei-3Com Co., Limited;

     (G)  it has the power to enter into, and perform and comply with its
          obligations under, this Deed, and to create the Mortgage;

     (H)  the entry into and performance by it of, the creation of security
          under, and the transactions contemplated by, this Deed do not and will
          not conflict with:

          (i)  any law or regulation applicable to it;

          (ii) its constitutional documents; or

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          (iii) any agreement or instrument binding upon it or its Subsidiaries
               or any of its or its Subsidiaries' assets.

     (I)  all actions, conditions and things required to be taken, fulfilled and
          done (including the obtaining of any necessary consents) in order to
          (i) enable it lawfully to enter into, and perform and comply with its
          obligations under, this Deed, (ii) ensure that those obligations are
          valid, legal, binding and enforceable, (iii) permit the creation of
          the Mortgage and ensure that (subject to all necessary registrations
          thereof being made) the Mortgage is a valid, legal, binding and
          enforceable first fixed security interest over the Mortgaged Property
          ranking in priority to the interests of any liquidator, administrator
          or creditor of the Mortgagor, and (iv) make this Deed admissible in
          evidence in the courts of Hong Kong, have been taken, fulfilled and
          done;

     (J)  the obligations of the Mortgagor under this Deed and (subject to all
          necessary registrations thereof being made) the Mortgage are and will
          be until fully discharged valid, legal, binding and enforceable and
          the Mortgage constitutes a first fixed security interest over the
          Mortgaged Property ranking in priority to the interests of any
          liquidator, administrator or creditor of the Mortgagor; and

     (K)  each of the above representations and warranties will be correct and
          complied with in all respects at all times during the continuance of
          the Mortgage as if repeated then by reference to the then existing
          circumstances.

8.   COVENANTS AND UNDERTAKINGS

8.1  COVENANTS AND UNDERTAKINGS OF THE MORTGAGOR

     The Mortgagor covenants and undertakes with the Collateral Agent that,
     except with the prior written consent of the Collateral Agent:

     (A)  it shall not sell, transfer, lend, assign, exchange, dispose of, grant
          any option in respect of otherwise deal with the whole or any of its
          rights, title and interest in the Mortgaged Property or agree to do
          any of the foregoing other than as expressly permitted or provided for
          in the Facility Agreement or pursuant to this Deed;

     (B)  other than as provided in the Facility Agreement or pursuant to this
          Deed it shall not, nor shall it attempt to, create, incur or permit to
          subsist any Lien on the Mortgaged Property;

     (C)  it shall at all times give to the Collateral Agent such information as
          the Collateral Agent may reasonably require in respect of the
          Mortgaged Property for the purpose of the discharge of the trusts,
          powers, rights, duties, authorities and discretions vested in it
          hereunder or by operation of law;

     (D)  it shall take all action within its power to procure, maintain in
          effect and comply in all material respects with all the terms and
          conditions of all approvals,

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          authorisations, consents and registrations necessary or appropriate
          for anything provided for on its part in this Deed;

     (E)  it shall take all reasonable steps as may be required by the
          Collateral Agent to allow the Collateral Agent to sell or dispose of
          the Mortgaged Property on or after the Mortgage becomes enforceable;

     (F)  it shall not do or cause or permit to be done, or omit to do anything
          which may in any way adversely prejudice, affect or diminish the value
          of any of the Mortgaged Property;

     (G)  it shall ensure that there are no moneys or liabilities outstanding in
          respect of any of the Mortgaged Property;

     (H)  without prejudice to Clause 8.1(G), it shall punctually pay all
          calls, subscription moneys and other moneys payable on or in respect
          of any of the Mortgaged Property and indemnify and keep indemnified
          the Nominees against any cost, liabilities or expenses which it or
          they may suffer or incur as a result of any failure by the Mortgagor
          to pay the same;

     (I)  it shall ensure that the Shares, any Further Shares and any shares
          comprised in any Derived Assets are free from any restriction on
          transfer or rights of pre-emption, subject to the articles of
          association of Huawei-3Com Co., Limited;

     (J)  it shall ensure that the Mortgage will at all times be a legally valid
          and binding first fixed security interest over the Mortgaged Property
          ranking in priority to the interests of any liquidator, administrator
          or creditor of the Mortgagor; and

     (K)  it shall deliver to the Collateral Agent a copy of every circular,
          notice, report, set of accounts or other document received by the
          Mortgagor in respect of or in connection with any of the Mortgaged
          Property forthwith upon receipt by the Mortgagor of such document.

8.2  POWER OF COLLATERAL AGENT TO REMEDY FAILURES

     If at any time the Mortgagor shall fail to comply with or perform any of
     the covenants contained in this Deed or any Credit Document, the Collateral
     Agent shall have the power on behalf of or in the name of the Mortgagor,
     but shall not be under any obligation, to perform the covenants and to take
     such steps which the Collateral Agent may in its discretion consider
     appropriate with a view to remedying or mitigating the consequences of such
     failure but so that the exercise of this power or the failure to exercise
     it shall, in no circumstances, prejudice the other rights of the Collateral
     Agent under this Deed or any Credit Document. The Mortgagor shall on demand
     reimburse to the Collateral Agent all proper costs, expenses and losses
     incurred or sustained by the Collateral Agent in connection with such steps
     and until such costs, expenses and losses are reimbursed the outstanding
     sums shall carry interest in accordance with section 2.10 of the Facility
     Agreement from the date when payment is due to the date of reimbursement
     and such outstanding sums including any accrued interest shall form

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     part of the Secured Indebtedness. No exercise by the Collateral Agent of
     its powers under this Clause 8.2 (Power of Collateral Agent to Remedy
     Failures) shall render the Collateral Agent liable to account as a
     mortgagee in possession.

8.3  IT IS AGREED BETWEEN THE MORTGAGOR AND THE COLLATERAL AGENT THAT THE
     MORTGAGOR MAY AT ANY TIME AND FROM TIME TO TIME PROCURE HUAWEI-3COM CO.,
     LIMITED TO ISSUE FURTHER SHARES TO IT, PROVIDED THAT ALL SUCH SHARES ISSUED
     SHALL CONSTITUTE FURTHER SHARES FOR THE PURPOSES OF THIS DEED AND SHALL BE
     SUBJECT TO THE MORTGAGE.

9.   DEFAULT PROCEDURE

     The Mortgage shall become immediately enforceable:

     (A)  automatically upon the occurrence of any Event of Default described in
          sections 8.1(f) or 8.1(g) of the Facility Agreement (except with
          respect to Excluded Subsidiaries); and

     (B)  at the request of (or with the consent of) the Requisite Lenders and
          upon notice to the Borrower by the Administrative Agent, upon the
          occurrence of any other Event of Default (including those described in
          sections 8.1(f) or 8.1(g) of the Facility Agreement with respect to
          Excluded Subsidiaries).

10.  EFFECTS OF THE MORTGAGE BECOMING ENFORCEABLE

10.1 EFFECTS

     After the Mortgage (or the relevant part thereof) shall have become
     enforceable in accordance with Clause 9 (Default Procedure) and without
     prejudice to the powers of the Collateral Agent to appoint a Receiver
     pursuant to Clause 13 (Appointment of Receiver):

     (A)  the Mortgagor's rights or power to deal with the Mortgaged Property
          (whether statutory or otherwise) shall cease and the Collateral Agent
          shall be entitled to deal with, collect in and realise the same in
          such manner as the Collateral Agent thinks fit;

     (B)  the Collateral Agent shall be entitled to exercise all powers in
          respect of the Mortgaged Property provided in Section 51 of and The
          Fourth Schedule to the Conveyancing and Property Ordinance but without
          the necessity to comply with any restrictions imposed by the
          provisions of the said Section 51 or The Fourth Schedule;

     (C)  the Collateral Agent may sell, realise or otherwise dispose of, for
          such consideration (whether payable immediately or by instalments) as
          it shall in its absolute discretion think fit (whether by private sale
          or otherwise), the whole or any part of the Mortgaged Property in
          respect of which the security hereby constituted has become
          enforceable and the Collateral Agent may to the extent that it has not
          already done so, take possession of and hold all or any part of

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          the Mortgaged Property and accordingly register, or cause to be
          registered all or any of the Mortgaged Property constituting shares in
          its own name or in the name of the Collateral Agent's nominee or
          assignee or in the name of any purchaser thereof and apply any of the
          Mortgaged Property constituting dividends or other distributions in
          cash as if they were proceeds of sale of the Mortgaged Property; and

     (D)  the provisions of paragraph 11 of The Fourth Schedule to the
          Conveyancing and Property Ordinance shall not restrict the exercise by
          the Collateral Agent or any Receiver of its powers hereunder and the
          Mortgage shall become immediately enforceable and the statutory power
          of sale and other powers of sale and appointing a Receiver shall
          become immediately exercisable without any juridical or other
          formality or any presentment, demand, protest or other notice of any
          kind on or at any time after the Mortgage becomes enforceable; and

     (E)  without prejudice to the foregoing, the provisions of the Conveyancing
          and Property Ordinance are expressly extended (subject to Clause 10.9
          (Inconsistency and Conflict)) so that the Collateral Agent may in
          addition to any powers granted it by applicable law, upon and from the
          Mortgage becoming enforceable and upon and subject to the terms and
          conditions of the Facility Agreement) do all such other acts and
          things it may consider necessary or expedient for the realisation or
          preservation of the Mortgage or incidental to the exercise of any of
          the rights conferred on it under or in connection with this Deed or
          the Conveyancing and Property Ordinance and to concur in the doing of
          anything which it has the right to do and to do any such thing jointly
          with any other person.

10.2 ENTITLEMENT TO PAY EXPENSES AND OUTGOINGS

     Subject to the order of priority of payments set out in section 2.16(h) of
     the Facility Agreement, the Collateral Agent may pay and discharge the
     expenses incurred (whether by the Collateral Agent, any Receiver or any
     other person) in and about the carrying on and management of any such
     business as contemplated by Clause 10.1 (Effects) or in the exercise of any
     of the powers conferred by Clause 10.1 (Effects) or otherwise in respect of
     the Mortgaged Property and all outgoings which it shall think fit to pay
     out of the profits and income of the Mortgaged Property and the moneys
     received by it in carrying out any business as contemplated by Clause 10.1
     (Effects) and may apply the residue of the said profits, income and moneys
     in the manner provided by section 2.16(h) of the Facility Agreement
     provided that any such expenses shall, in any event, to the extent not
     fully paid or discharged, form or shall be deemed to form part of the
     Secured Indebtedness.

10.3 NO WAIVER

     No failure or delay on the part of the Collateral Agent or any Receiver to
     exercise any right, power or remedy under this Deed will operate as a
     waiver thereof nor will any

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     single or partial exercise of any right, power or remedy preclude any other
     or further exercise thereof or the exercise of any other right, power or
     remedy.

10.4 WAIVERS TO BE IN WRITING

     Any waiver and any consent by the Collateral Agent under this Deed must be
     in writing, be express and not implied and may be given subject to any
     conditions which the Collateral Agent considers fit. Any waiver or consent
     shall be effective only in the instance and for the purpose for which it is
     given.

10.5 NO OBLIGATION TO INSURE

     Notwithstanding any provisions to the contrary, the Collateral Agent shall
     not be under any obligation to insure any of the Mortgaged Property or the
     title deeds or other evidence in respect thereof and shall not be
     responsible for any loss which may be suffered as a result of the lack of
     or inadequacy of any such insurance.

10.6 NO RESPONSIBILITY FOR LOSSES

     The Collateral Agent shall not be responsible for any loss or diminution in
     the value occasioned to the Mortgaged Property by any act or omission of
     the Mortgagor or any prior ranking encumbrancer or any other person.

10.7 NO RESPONSIBILITY FOR TAX

     The Collateral Agent shall have no responsibility whatsoever to any person
     as regards any deficiency which might arise because the Collateral Agent is
     subject to any tax, duties or levies in respect of the Mortgaged Property
     or any part thereof on any income therefrom or any proceeds thereof.

10.8 NO LIABILITY

     The Collateral Agent shall not be liable for any failure, omission or
     defect in perfecting the Mortgage or any security created by the Facility
     Agreement or any of the Credit Documents.

10.9 INCONSISTENCY AND CONFLICT

     To the maximum extent permitted by applicable law, where any inconsistency
     or conflict exists between the provisions of this Deed and the provisions
     of any applicable law (including without limitation the Conveyancing and
     Property Ordinance and the Trustee Ordinance (Chapter 29 of the Laws of
     Hong Kong)), the provisions of this Deed shall prevail and such
     inconsistent or conflicting provisions shall be deemed to be expressly
     negated or modified hereby provided that none of the foregoing shall be
     construed as a limitation on the powers of any Receiver.

<PAGE>

                                       13


10.10 NO EXEMPTION

     Nothing in this Deed shall exempt the Collateral Agent from or indemnify it
     against any liability which would by rule of law or otherwise attach to it
     in respect of any act of gross negligence or wilful default which it may
     have committed in relation to its duties and/or discretions under this
     Deed.

10.11 SUSPENSE ACCOUNT(S)

     All monies received, recovered or realised by the Collateral Agent or a
     Receiver under this Deed (including the proceeds of any conversion of
     currency) after the security created hereunder has become enforceable,
     except where such monies together with all other monies received, recovered
     or realised by the Collateral Agent or any Receiver under this Deed are
     sufficient to satisfy and discharge the Secured Indebtedness in full, may
     in the discretion of the Collateral Agent or the Receiver (provided that
     such action has first been approved by the Collateral Agent) be credited to
     any suspense or impersonal account in the name of the Collateral Agent at
     The Industrial and Commercial Bank of China and may be held in such account
     for so long as the Collateral Agent may think fit (with interest accruing
     thereon at such market rate, if any, as the Collateral Agent may deem fit)
     pending their application from time to time (as the Collateral Agent shall
     be entitled to do in its discretion) in or towards satisfaction of the
     Secured Indebtedness in accordance with the terms of this Deed. Save as
     provided above, no party shall be entitled to withdraw any amount at any
     time standing to the credit of any such suspense or impersonal account.

10.12 NEW ACCOUNT

     At any time following (a) the Collateral Agent receiving notice (either
     actual or constructive) of any subsequent security interest affecting the
     Mortgaged Property or (b) the Collateral Agent receives notice of any
     assignment or disposition affecting all or any part of the Mortgaged
     Property or any interest therein to which the Collateral Agent has not
     given its approval or (c) the commencement of the insolvency,
     administration, reorganisation, (other than as part of a solvent
     reconstruction or amalgamation the terms of which have been approved in
     writing by the Collateral Agent), liquidation or dissolution of, or any
     analogous proceeding in respect of, of the Mortgagor, the Collateral Agent
     may open a new account in the name of the Mortgagor (whether or not it
     permits any existing account to continue). If the Collateral Agent does not
     open such a new account, it shall nevertheless be treated as if it had done
     so at the time when the notice was received or was deemed to have been
     received or, as the case may be, the insolvency, administration,
     reorganisation, liquidation, dissolution or other proceeding commenced.
     Thereafter, all payments made by the Mortgagor to the Collateral Agent or
     received by the Collateral Agent for the account of the Mortgagor shall be
     credited or treated as having been credited to the new account and shall
     not operate to reduce the amount secured by this Deed at the time when the
     Collateral Agent received or was deemed to have received such notice or, as
     the case may be, the insolvency, administration, reorganisation,
     liquidation, dissolution or other proceeding commenced.

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                                       14


11.  PRESERVATION OF RIGHTS

11.1 SECURITY ADDITIONAL

     The Mortgage and the rights given to the Collateral Agent under this Deed
     shall be in addition to and shall be independent of every guarantee,
     indemnity or other security which the Collateral Agent may at any time hold
     for the Secured Indebtedness and it is hereby declared that no prior
     security held by the Collateral Agent over the whole or any part of the
     Mortgaged Property shall merge in the Mortgage.

11.2 SECURITY CONTINUING

     The Mortgage shall be a continuing security notwithstanding the winding-up
     or dissolution of the Mortgagor or any partial payment, settlement of
     account or other matter whatsoever and in particular (but without prejudice
     to the generality of the foregoing) shall not be considered satisfied by
     any intermediate repayment in satisfaction of all or any of the Secured
     Indebtedness and shall continue in full force and effect until the Secured
     Indebtedness has been discharged and satisfied in full.

11.3 INDULGENCE AND RELEASE

     The Collateral Agent may (with the prior written consent of the Requisite
     Lenders) in its discretion grant time or other indulgence, or make any
     other arrangement, variation or release with, the Mortgagor or any other
     person (whether or not party hereto and whether or not jointly liable with
     the Mortgagor) in respect of the Secured Indebtedness or of any other
     security therefor or guarantee in respect thereof without prejudice either
     to the Mortgage or to the liability of the Mortgagor for the Secured
     Indebtedness.

11.4 RIGHTS CUMULATIVE

     The rights, powers and remedies provided in this Deed are cumulative and
     are not, nor are they to be construed as, exclusive of any rights, power or
     remedies provided by law.

11.5 MORTGAGE NOT AFFECTED

     Neither the Mortgage nor any of the rights, powers and remedies conferred
     upon the Collateral Agent or any Receiver (or their respective delegates)
     by this Deed or by law nor the liability of the Mortgagor hereunder shall
     be discharged, impaired or otherwise affected by:

     (A)  any time, waiver or consent granted, or any other indulgence or
          concession granted, by the Collateral Agent or any other Secured Party
          to the Mortgagor or any other person; or

     (B)  the taking, holding, variation, compromise, exchange, renewal,
          realisation or release by the Collateral Agent or any other Secured
          Party or any other person of any rights under or in connection with a
          Credit Document, any other security, guarantee, indemnity or other
          document; or

<PAGE>

                                       15


     (C)  the refusal or failure to take up, hold, realise, perfect or enforce
          by the Collateral Agent or any other Secured Party or any other person
          any rights under or in connection with a Credit Document, any other
          security, guarantee, indemnity or other document (including, without
          limitation, any failure to comply with any formality or other
          requirement or any failure to realise the full value of any security);
          or

     (D)  the existence of any claim, set-off or other right which the Mortgagor
          may have at any time against the Collateral Agent or any other Secured
          Party or any other person; or

     (E)  the making or absence of any demand for payment or discharge of any
          Secured Indebtedness on the Mortgagor or any other person, whether by
          the Collateral Agent or any other Secured Party or any other person;
          or

     (F)  any arrangement, compromise or settlement entered into by the
          Collateral Agent or any other Secured Party with the Mortgagor or any
          other person; or

     (G)  any postponement, discharge, reduction, non-provability or other
          similar circumstance affecting any obligation of the Mortgagor under a
          Credit Document resulting from any insolvency, liquidation or
          dissolution proceedings or from any law, regulation or order; or

     (H)  any variation, amendment, waiver, release, novation, supplement,
          extension (whether of maturity or otherwise) or restatement (in each
          case however fundamental and of whatsoever nature) or replacement of
          any Credit Document, or any other security, guarantee, indemnity or
          other document; or

     (I)  any amendment, variation, novation, supplementation or replacement of
          any agreement between the Secured Parties; or

     (J)  any unenforceability, illegality or invalidity of any obligation of
          any person under any Credit Document or any other security, guarantee,
          indemnity or other document; or

     (K)  any of the obligations of the Mortgagor under any of Credit Document
          or under any other Lien taken in respect of the obligations of the
          Mortgagor under any Credit Document being or becoming illegal,
          invalid, unenforceable, ineffective or impaired in any respect; or

     (L)  any amalgamation, merger or reconstruction that may be effected by the
          Collateral Agent with any other person or any sale or transfer of the
          whole or any part of the undertaking, property and assets of the
          Collateral Agent to any other person; or

     (M)  any amalgamation, merger or reconstruction (other than as part of a
          solvent reconstruction or amalgamation the terms of which have been
          approved by the Collateral Agent), reorganisation, administration,
          administrative or other

<PAGE>

                                       16


          receivership or dissolution or liquidation entry into a voluntary
          arrangement of the Mortgagor or any other person; or

     (N)  the insolvency, bankruptcy, winding-up or dissolution of the Mortgagor
          or any change in its status, function, control or ownership; or

     (O)  any change in the constitution of the Mortgagor; or

     (P)  any incapacity, lack of power, authority or legal personality of the
          Mortgagor to enter into or perform any of its obligations under any
          Credit Document to which it is a party or any irregularity in the
          exercise thereof or any lack of authority by any person purporting to
          act on their behalf; or

     (Q)  any exercise, omission to exercise, compromise, renewal or release of
          any rights against the Mortgagor; or

     (R)  any invalidity or irregularity in the execution of this Deed or any
          other Credit Document; or

     (S)  any other act (save for a valid act of release and discharge granted
          by the Collateral Agent), event or omission which, but for this Clause
          11.5 (Mortgage Not Affected) might operate to discharge, impair or
          otherwise affect the Mortgage or the liability of the Mortgagor for
          the Secured Indebtedness or any of the rights, powers or remedies
          conferred upon the Collateral Agent or any Receiver (or their
          respective delegates) by this Deed or by law or the liability of the
          Mortgagor hereunder.

     Without prejudice to the generality of this Clause 11.5, the Mortgagor
     expressly confirms that it intends that its liability for the Secured
     Indebtedness and its obligations under this Deed shall extend from time to
     time to any variation, increase, extension, addition or replacement
     (however fundamental) of or to any of the Credit Documents and/or any
     facility or amount made available under any of the Credit Documents.

11.6 NO PREJUDICE TO OTHER SECURITY

     Nothing contained in this Deed is intended to, or shall operate so as to,
     prejudice or affect any guarantee, indemnity or other security of any kind
     whatsoever which the Collateral Agent may have for the Secured Indebtedness
     or any right, remedy or privilege of the Collateral Agent thereunder.

11.7 SCOPE OF RELEASE

     Any receipt, release or discharge of the Mortgage or of any liability
     arising under this Deed may be given by the Collateral Agent and, unless
     expressly stated otherwise, shall not release or discharge the Mortgagor
     from any liability for the same or any other monies which may exist
     independently of this Deed. Where such receipt, release or discharge
     relates only to part of the Mortgaged Property such receipt, release or

<PAGE>

                                       17


     discharge shall not prejudice or affect the Mortgage in relation to the
     remainder of the Mortgaged Property, unless expressly stated otherwise.

11.8 FURTHER ADVANCES

     The security created by this Deed is intended to secure any further
     advances made by the Lenders pursuant to the terms of the Facility
     Agreement.

11.9 DISCHARGE CONDITIONAL

     Any settlement, reassignment, release or discharge between the Mortgagor on
     the one part and the Collateral Agent or any Receiver (or their respective
     delegates) on the other (the Collateral Agent, any Receiver and their
     respective delegates being referred to in this Clause 11.9 (Discharge
     Conditional) as the "TRANSACTION PERSON(S)") shall be conditional upon no
     security or payment by any person in respect of the Secured Indebtedness
     being avoided or reduced by virtue of any provisions of law or enactments
     (including but not limited to those relating to bankruptcy, insolvency or
     liquidation) for the time being in force and, in the event of any such
     security or payment being so avoided or reduced, the Transaction Person(s)
     shall be entitled, to recover the value or amount of such payment and the
     Mortgage subsequently as if such settlement or discharge had not occurred
     but so that nothing herein shall confer on any Transaction Persons the
     right to claim under this Clause 11.9 (Discharge Conditional) for more than
     the Collateral Agent would be entitled to claim in aggregate hereunder in
     respect of such avoided or reduced security or payment provided that any
     such settlement, reassignment, release or discharge shall become
     unconditional upon the expiry of one month after the maximum period within
     which such settlement, reassignment, release or discharge can be avoided or
     reduced.

11.10 NO CONDITIONS TO EXERCISE OF RIGHTS

     Neither the Collateral Agent nor any Receiver nor any of their respective
     delegates shall be obliged before exercising any of the rights, powers or
     remedies conferred upon them by this Deed or by law:

     (A)  to take any action or obtain judgment in any court against the
          Mortgagor;

     (B)  to make or file any claim or proof in a winding-up or dissolution of
          the Mortgagor; or

     (C)  to enforce or seek to enforce the recovery of any moneys and
          liabilities hereby secured or any other security taken in respect of
          any of the obligations of the Mortgagor under any of the Credit
          Documents.

12.  PROTECTION OF PURCHASERS

     No purchaser or other person dealing with the Collateral Agent or its
     delegate or any Receiver appointed hereunder shall be bound to see or
     inquire whether the right of the Collateral Agent or such Receiver to
     exercise any of its or his powers has arisen or

<PAGE>

                                       18


     become exercisable or be concerned to see whether any such delegation by
     the Collateral Agent shall have lapsed for any reason or been revoked. Any
     sale or other dealing by the Collateral Agent or its delegate or any
     Receiver of or with the Mortgaged Property and any part thereof shall be
     deemed to be within the power of the person effecting the same and the
     receipt by such person of the purchase or other moneys connected therewith
     shall effectively discharge the purchaser or other party to such dealing
     who shall not be concerned with the manner of application of the proceeds
     of sale or other dealing or be in any way answerable therefor.

13.  APPOINTMENT OF RECEIVER

13.1 APPOINTMENT AND REMOVAL

     The Collateral Agent may if requested by the Mortgagor or at any time after
     the Mortgage (or the relevant part thereof) shall have become enforceable
     in accordance with Clause 9 (Default Procedure), appoint one or more
     persons to be a Receiver or Receivers of the whole or any part of the
     Mortgaged Property. The Collateral Agent may:

     (A)  remove any Receiver previously appointed hereunder; and

     (B)  appoint another person or other persons as Receiver or Receivers,
          either in the place of a Receiver so removed or who has otherwise
          ceased to act or to act jointly with a Receiver or Receivers
          previously appointed hereunder.

     If at any time and by virtue of any such appointment(s) any two or more
     persons shall hold office as Receivers of the same assets or income, each
     one of such Receivers shall be entitled (unless the contrary shall be
     stated in any of the deed(s) or other instrument(s) appointing them) to
     exercise all the powers and discretions hereby conferred on Receivers
     individually and to the exclusion of the other or others of them.

13.2 POWERS OF RECEIVERS

     Every Receiver for the time being holding office by virtue of an
     appointment made by the Collateral Agent hereunder shall (subject to any
     limitations or restrictions expressed in the deed or other instrument
     appointing him but notwithstanding any winding-up or dissolution of the
     Mortgagor) have, in relation to the Mortgaged Property, or as the case may
     be, that part of the Mortgaged Property in respect of which he was
     appointed:

     (A)  all the powers (as varied and extended by the provisions hereof)
          conferred by the Conveyancing and Property Ordinance or otherwise by
          law on mortgagees (whether or not in possession) and receivers
          appointed under the Conveyancing and Property Ordinance; and

     (B)  the power in the name or on behalf and at the cost of the Mortgagor to
          exercise all the powers and rights of an absolute owner of the
          Mortgaged Property or the relevant part thereof and do or omit to do
          anything which the Mortgagor could do.

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                                       19


13.3 ADDITIONAL POWERS OF RECEIVERS

     In addition and without prejudice to the generality of the foregoing every
     Receiver shall (notwithstanding any winding-up or dissolution of the
     Mortgagor) have the powers specified in Clause 10.1 (Effects).

13.4 RECEIVER TO BE AGENT OF THE MORTGAGOR

     Every Receiver so appointed shall be deemed at all times and for all
     purposes to be the agent of the Mortgagor and the Mortgagor shall be solely
     responsible, jointly and severally, for the acts and defaults of such
     Receiver (save in the case of the fraud, negligence, wilful default, breach
     of duty or breach of trust in relation to duties by such Receiver) and for
     payment of such Receiver's remuneration in respect thereof.

13.5 REMUNERATION OF RECEIVER

     Every Receiver shall be entitled to remuneration for his services at a
     reasonable rate to be fixed by agreement between him and the Collateral
     Agent (or, failing such agreement, to be fixed by the Collateral Agent)
     appropriate to the work and responsibilities involved upon the basis of
     charging from time to time adopted in accordance with his current practice
     or the current practice of his firm.

13.6 MONIES ACTUALLY PAID BY RECEIVER

     Only monies actually paid by the Receiver to the Collateral Agent in
     satisfaction of the Secured Indebtedness shall be capable of being applied
     by the Collateral Agent in satisfaction thereof. The Receiver shall pay
     over to the Collateral Agent any monies realised by the Receiver as a
     result of the enforcement of the Mortgage (other than monies paid into a
     suspense account by such Receiver in accordance with Clause 10.11 (Suspense
     Account(s)).

13.7 LIMITATION OF LIABILITY

     (A)  Neither the Collateral Agent nor the Receiver nor any attorney or
          agent of such party shall be liable to any person in respect of any
          loss or damage whatsoever which arises out of the realisation of the
          Mortgaged Property or any part thereof or from any act, default or
          omission in relation to the Mortgage or from any exercise or
          non-exercise, or the attempted or purported exercise of, or the
          failure to exercise any of their respective powers, authorities or
          discretions conferred upon them in relation to the Mortgage or any
          part of it, unless such loss or damage is caused by its or his
          negligence, wilful default, breach of duty, breach of trust or fraud.

     (B)  Without prejudice to the generality of Sub-clause (A), entry into
          possession of the Mortgaged Property shall not render the Collateral
          Agent or the Receiver liable to account as mortgagee in possession or
          liable for any loss on realisation or for any default or omission for
          which a mortgagee in possession might be liable unless such loss or
          damage is caused by its negligence, wilful default,

<PAGE>

                                       20


          breach of duty, breach of trust or fraud and, if and whenever the
          Collateral Agent or the Receiver enters into possession of the
          Mortgaged Property, it shall be entitled at any time to go out of such
          possession.

13.8 POWER OF APPOINTMENT ADDITIONAL

     The foregoing powers of appointment of a Receiver shall be in addition to
     and not to the prejudice of all statutory and other powers of the
     Collateral Agent under the Conveyancing and Property Ordinance (and so that
     the statutory power of sale shall be exercisable without regard to
     paragraph 11 of the Fourth Schedule to the said Ordinance) or otherwise and
     so that such powers shall be and remain exercisable by the Collateral Agent
     in respect of any part of the Mortgaged Property in respect of which no
     Receiver has been appointed and notwithstanding that an appointment under
     the provisions of this Clause 13 (Appointment of Receiver) shall have
     subsisted and been withdrawn in respect of that property or shall be
     subsisting in respect of any other part of the Mortgaged Property.

14.  INDEMNITY

14.1 INDEMNITY

     Without prejudice to any right at law given to trustees, the Mortgagor
     further covenants with and undertakes to each of the Collateral Agent and
     any Receiver or Receivers fully to indemnify and keep indemnified it from
     and against all liabilities, losses, damages, costs and expenses (including
     legal costs and expenses), charges, actions, proceedings, claims and
     demands or any other obligation or liability (including, without
     limitation, in respect of taxes, duties, levies, imposts and other charges
     any indemnity and other amounts which the Collateral Agent is or would
     become obliged to pay, upon payment by the Mortgagor, under such indemnity)
     which it may properly incur (except, having regard to the provisions of any
     Credit Document, insofar as they are incurred because of fraud, negligence,
     wilful default or breach of trust on the part of it whether before or after
     the Mortgage becomes enforceable):

     (A)  in consequence of anything done or purported to be done by the
          Collateral Agent or any Receiver in relation to the Mortgaged Property
          or under this Deed or any Credit Document as a result of or in
          connection with any failure by the Mortgagor to comply with its
          obligations thereunder to the Collateral Agent or any Receiver; or

     (B)  in consequence of any payment in respect of the Secured Indebtedness
          (whether made by the Mortgagor or a third party) being impeached or
          declared void for any reason whatsoever; or

     (C)  in consequence of the breach or non-performance by the Mortgagor of
          any of their respective warranties, representations, covenants or
          undertakings herein contained or otherwise relating to all or any part
          of the Mortgaged Property; or

<PAGE>

                                       21


     (D)  in connection with the realisation of the Mortgaged Property
          (including the costs of any proceedings in relation to this Deed or to
          the Secured Indebtedness).

14.2 INTEREST

     The amounts payable to the Collateral Agent or the Receiver under Clauses
     14.1 (Indemnity) and 17 (Stamp Duty and Taxes) shall carry interest in
     accordance with section 2.10 of the Facility Agreement from the date on
     which they were paid or incurred by the Collateral Agent or the Receiver
     (as the case may be) to the date of actual payment to the Collateral Agent
     or, as the case may be, the Receiver under the aforementioned clauses as
     well after as before any judgment and such amounts and interest may be
     debited by the Collateral Agent to any account of the Mortgagor, but shall,
     in any event (to the extent not fully paid or discharged), form part of the
     Secured Indebtedness and accordingly be secured on the Mortgaged Property
     under the Mortgage.

15.  POWER OF ATTORNEY

15.1 APPOINTMENT AND POWERS

     The Mortgagor hereby irrevocably appoints the following (each an "ATTORNEY"
     and collectively the "ATTORNEYS", and acting solely or jointly with the
     other Attorneys), namely:

     (A)  the Collateral Agent;

     (B)  each and every person to whom the Collateral Agent shall from time to
          time have duly delegated the exercise of the power of attorney
          conferred by this Clause 15.1 (Appointment and Powers); and

     (C)  any Receiver appointed hereunder and for the time being holding
          office,

     to be its attorney or attorneys and in its name and otherwise on its behalf
     and as its act and deed to sign, seal, execute, deliver, perfect and do all
     deeds, instruments, acts and things which may be required (or which the
     Collateral Agent, any person falling within Sub-clause (B) or any Receiver
     appointed hereunder shall reasonably consider requisite) for carrying out
     any obligation imposed on the Mortgagor, as the case may be, by or pursuant
     to this Deed (including but not limited to the obligations of the Mortgagor
     under Clauses 4 (Covenant to Deposit and Further Assurance) and 8
     (Covenants and Undertakings), for carrying out any sale, lease or other
     dealing by the Collateral Agent or any such Receiver into effect, for
     conveying or transferring any legal estate or other interest in the
     Mortgaged Property, for getting in the Mortgaged Property, and generally
     for enabling the Collateral Agent or any person falling within Sub-clause
     (B) or any Receiver to exercise the respective powers conferred on them by
     or pursuant to this Deed or by law provided that the power contained in
     this Clause 15.1 (Appointment and Powers) shall not be exercisable unless
     and until the Mortgage shall have become enforceable. The exercise of such
     power by the Collateral Agent or any person falling within Sub-clause (B)
     or any Receiver shall not put any person dealing with it upon any

<PAGE>

                                       22


     inquiry as to whether a Event of Default shall have occurred. Each of the
     Collateral Agent, any person falling within Sub-clause (B) and any Receiver
     shall have full power to delegate the power conferred on it by Clause 15.1
     (Appointment and Powers), but no such delegation shall preclude the
     subsequent exercise of such power by the Collateral Agent or any person
     falling within Sub-clause (B) or any Receiver (as the case may be) itself
     or preclude the Collateral Agent or any person falling within Sub-clause
     (B) or any Receiver (as the case may be) from making a subsequent
     delegation thereof to some other person; any such delegation may be revoked
     by the Collateral Agent or any person falling within Sub-clause 15.1(B) or
     any Receiver (as the case may be) at any time.

15.2 RATIFICATION

     The Mortgagor shall ratify and confirm all transactions lawfully and
     properly entered into by the Collateral Agent or any Receiver or delegate
     of the Collateral Agent in the exercise of the Collateral Agent's or such
     Receiver's respective powers and all transactions lawfully and properly
     entered into, documents executed and things done by the Collateral Agent or
     such Receiver or delegate by virtue of the power of attorney given by
     Clause 15.1 (Appointment and Powers).

15.3 ACKNOWLEDGEMENT OF CONSIDERATION

     The power of attorney hereby granted is, as regards the Collateral Agent,
     its delegates and any such Receiver (and as the Mortgagor hereby
     acknowledges), granted irrevocably and severally, for value and for
     security as part of the Mortgage to secure the several proprietary
     interests of and the performance of obligations owed to the respective
     donees within the meaning of the Powers of Attorney Ordinance.

16.  SET-OFF AND CURRENCY

16.1 CURRENCY OF ACCOUNT

     (A)  Except where specifically provided otherwise, US dollars are the
          currency of account and payment for each and every sum at any time due
          to the Collateral Agent hereunder provided that each payment in
          respect of costs and expenses shall be made in Hong Kong dollars if
          incurred in Hong Kong dollars.

     (B)  If any sum due from the Mortgagor under this Deed or any order or
          judgment given or made in relation hereto has to be converted from the
          currency (the "FIRST CURRENCY") in which the same is payable hereunder
          or under such order or judgment into another currency (the "SECOND
          CURRENCY") for the purpose of (a) making or filing a claim or proof
          against the Mortgagor, (b) obtaining an order or judgment in any court
          or other tribunal or (c) enforcing any order or judgment given or made
          in relation hereto then:

          (i)  the Mortgagor shall indemnify and hold harmless the Collateral
               Agent from and against any loss suffered except to the extent
               that such loss is

<PAGE>

                                       23


               suffered as a result of or in connection with the Collateral
               Agent's own fraud, negligence, wilful default, breach of duty or
               breach of trust; and

          (ii) the Collateral Agent shall account to the Mortgagor for the
               amount by which any sum realised by it exceeds the aggregate
               amount of all sums owing to it by the Mortgagor at the time at
               which such profit is realised provided that the Collateral Agent
               shall only be required to make any payment to the Mortgagor in
               relation thereto if at such time all the payment obligations of
               the Mortgagor hereunder to the Collateral Agent are satisfied,

          in each case where such loss or excess arises as a result of any
          discrepancy between (1) the rate of exchange used for such purpose to
          convert the sum in question from the first currency into the second
          currency and (2) the rate or rates of exchange at which the Collateral
          Agent may in the ordinary course of business purchase the first
          currency with the second currency upon receipt of a sum paid to it in
          satisfaction, in whole or in part, of any such order, judgment, claim
          or proof.

16.2 SET-OFF

     The Mortgagor waives, and (where incapable of waiver) agrees not to
     exercise (unless required to do so by law), any right of set-off or
     netting, whether conferred by agreement or law, which it may have against
     the Collateral Agent so that it does not reduce any amount payable by it to
     the Collateral Agent under this Deed.

16.3 CURRENCY CONVERSION

     For the purpose of the satisfaction of the Secured Indebtedness or for the
     purpose of crediting any monies to the Account or any suspense account
     pursuant to Clause 10.11 (Suspense Account(s)) or making any application
     therefrom or for any other purpose in connection with this Deed, the
     Collateral Agent may (unless otherwise required by law) convert any monies
     received, recovered or realised or subject to application by the Collateral
     Agent under this Deed or any monies to be credited to any such account
     (including the proceeds of any previous conversion under this Clause 16
     (Set-off and Currency)) from their existing currency of denomination into
     such other currency of denomination as the Collateral Agent may reasonably
     think fit and any such conversion shall be effected at such rate or rates
     of exchange as may be agreed by the Collateral Agent in consultation with
     the Mortgagor as being relevant and any rate, method and date so agreed
     shall be binding on the Mortgagor and any costs, expenses or commissions
     incurred in effecting any such conversion shall be deducted from the
     proceeds of any such conversion.

17.  STAMP DUTY AND TAXES

     The Mortgagor shall pay all stamp duties and similar fees, filing and
     registration fees and other transaction taxes required in relation to or
     for the purpose of procuring the execution, validity and enforceability of
     this Deed and the Mortgage and shall indemnify

<PAGE>

                                       24


     the Collateral Agent and each Receiver appointed hereunder against any
     liabilities, costs, claims and expenses resulting from any failure to pay
     or any delay in paying the same on a full indemnity basis.

18.  AMENDMENTS

     This Deed may not be amended, modified or waived in any respect whatsoever,
     without the prior written consent of the Collateral Agent given with
     express reference to this Clause 18 (Amendments) and expressly stated to be
     intended to operate as the Collateral Agent's consent to such amendment,
     modification or waiver on behalf of the Requisite Lenders.

19.  APPLICATION TO COURT

     The Collateral Agent may, at any time after the Mortgage has become
     enforceable, apply to the court for an order that the terms of this Deed be
     carried into execution under the direction of the Court and for the
     appointment of a Receiver of the Mortgaged Property or any part thereof and
     for any other order in relation to the administration of the terms of this
     Deed as the Collateral Agent shall deem fit and it may assent to or approve
     any application to the Court made at the instance of the Collateral Agent
     or on its behalf and the Collateral Agent shall be indemnified by the
     Mortgagor against all costs, charges and expenses properly incurred by it
     in relation to any such application or proceedings.

20.  PARTIAL INVALIDITY

     Every provision contained in this Deed shall be severable and distinct from
     every other such provision and if at any time any provision hereof is or
     becomes illegal, invalid or unenforceable in any respect under the law of
     any jurisdiction, neither the legality, validity or enforceability of the
     remaining provisions hereof nor the legality, validity or enforceability of
     such provision under the law of any other jurisdiction shall in any way be
     affected or impaired thereby.

21.  NOTICES

21.1 COMMUNICATIONS IN WRITING

     Each communication to be made hereunder shall be made in writing and,
     unless otherwise stated, shall be made by facsimile or letter.

21.2 ADDRESSES

     Any communication or document to be made or delivered by one person to
     another pursuant to this Deed shall (unless that other person has by 15
     days' written notice to the one specified another address department,
     officer or person as the case may be) be made or delivered to that other
     person at the address identified with its signature below and shall be
     deemed to have been made or delivered (in the case of any communication
     made by letter) when left at that address during normal business hours

<PAGE>

                                       25


     on a Business Day (or on the next Business Day if not left during normal
     business hours on a Business Day) or (as the case may be) 5 days (in the
     case of local post) and 10 days (in the case of overseas post) after being
     deposited in the post postage prepaid in an envelope addressed to it at
     that address marked for the attention of any specified department, officer
     or person or (in the case of any communication made by facsimile
     transmission) when sent to the correct facsimile number of the addressee
     identified with its signature below and received in whole and in legible
     form by such addressee provided that any communication or document to be
     made or delivered by the Mortgagor or the Collateral Agent shall be
     effective only when received by the Mortgagor or the Collateral Agent, as
     appropriate, and then only if the same is expressly marked for the
     attention of the department, officer or person identified below with the
     signature of the relevant addressee (or such other department, officer or
     person as the relevant addressee shall from time to time and in each case
     by not less than 3 days' prior notice in writing to the parties hereto have
     specified for this purpose).

21.3 ENGLISH LANGUAGE

     Each communication and document made or delivered by one party to another
     pursuant to this Deed shall be in the English language or accompanied by a
     translation thereof into English certified (by an officer of the person
     making or delivering the same) as being a true and accurate translation
     thereof.

22.  ASSIGNMENT

     The Collateral Agent may assign its rights and obligations under this Deed
     to any successor under the Facility Agreement in accordance with section
     9.7 of the Facility Agreement.

23.  COSTS AND EXPENSES

     The Mortgagor further covenants with and undertakes to the Collateral Agent
     and any Receiver appointed by the Collateral Agent hereunder or by law
     (including more than one such receiver and any substitute receiver) to
     reimburse or pay to the Collateral Agent or such Receiver (on the basis of
     full indemnity) the amount of all proper costs, charges, liabilities and
     expenses including costs, charges or expenses incurred by the Collateral
     Agent or such Receiver or any attorney, manager, agent or delegate in
     connection with:

     (A)  the negotiation, preparation, registration, perfection, preservation
          or enforcement of this Deed and any other document relating thereto;
          and

     (B)  the proper exercise or the attempted proper exercise by or on behalf
          of the Collateral Agent or such Receiver of any of the powers of the
          Collateral Agent or such Receiver or any other action properly taken
          by or on behalf of the Collateral Agent with a view to or in
          connection with the enforcement of any obligations of the Mortgagor
          under any of the Credit Documents or the recovery by the Collateral
          Agent or any such Receiver from the Mortgagor of the Secured
          Indebtedness then due and payable.

<PAGE>

                                       26


24.  CERTIFICATES AND DETERMINATIONS

     For all purposes, including any Proceedings:

     (a)  a determination by the Collateral Agent; or

     (b)  a copy of a certificate signed by an officer of the Collateral Agent,

     of the amount of any indebtedness comprised in the Secured Indebtedness for
     the time being or at any time shall, in the absence of manifest error, be
     conclusive evidence against the Mortgagor as to the amount thereof.

25.  GOVERNING LAW

     This Deed is governed by Hong Kong law.

26.  JURISDICTION

26.1 HONG KONG COURTS

     The courts of Hong Kong have non-exclusive jurisdiction to settle any
     dispute (a "DISPUTE") arising out of or in connection with this Deed
     (including a dispute regarding the existence, validity or termination of
     this Deed or the consequences of its nullity).

26.2 CONVENIENT FORUM

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

26.3 NON-EXCLUSIVE JURISDICTION

     This Clause 26 (Jurisdiction) is for the benefit of all parties hereto
     other than the Mortgagor. As a result and notwithstanding Clause 26.1 (Hong
     Kong Courts), it does not prevent any party hereto other than the Mortgagor
     from taking Proceedings in any other courts with jurisdiction. To the
     extent allowed by law, the parties hereto other than the Mortgagor may take
     concurrent Proceedings in any number of jurisdictions.

26.4 AGENT FOR SERVICE

     (A)  The Mortgagor irrevocably appoints Huawei-3Com Co., Limited. of Suites
          3013-3014, 30/F One International Finance Centre, 1 Harbour View
          Street, Central, Hong Kong to be its agent for the receipt of Service
          Documents. It agrees that any Service Document may be effectively
          served on it in connection with Proceedings in Hong Kong by service on
          its agent effected in any manner permitted by applicable law.

<PAGE>

                                       27


     (B)  If the agent at any time ceases for any reason to act as such, the
          Mortgagor shall appoint a replacement agent having an address for
          service in Hong Kong and shall notify the Collateral Agent of the name
          and address of the replacement agent. Failing such appointment and
          notification, the Collateral Agent shall be entitled by notice to the
          Mortgagor to appoint a replacement agent to act on behalf of the
          Mortgagor. The provisions of this clause applying to service on an
          agent apply equally to service on a replacement agent.

     (C)  "SERVICE DOCUMENT" means a claim form, application notice, order,
          judgment or other document relating to any Proceedings.

27.  EXECUTION AND COUNTERPARTS

     This Deed may be executed in any number of counterparts and by different
     parties hereto in separate counterparts, each of which when so executed
     shall be deemed to be an original and all of which when taken together
     shall constitute one and the same Deed.

IN WITNESS WHEREOF the parties hereto have caused this Deed to be duly executed
the day and year first above written.

<PAGE>

                                       28


                                   SCHEDULE 1

                            PARTICULARS OF THE SHARES

<TABLE>
<CAPTION>
MORTGAGOR              NUMBER AND CLASS OF SHARES
---------              --------------------------
<S>                    <C>
H3C HOLDINGS LIMITED   9,705,000 ORDINARY SHARES
</TABLE>

Shareholder of and the number and class of shares in Huawei-3Com Co., Limited

<PAGE>

                                 EXECUTION PAGES

THE MORTGAGOR

Executed as a Deed by                 )   SEAL AFFIXED
for and on behalf of                  )
H3C HOLDINGS LIMITED                  )   NEAL D. GOLDMAN
in the presence of: JEFFREY M. HELD   )
                                      )

Address: PO Box 309 GT, Ugland House, South Church Street,
         George Town, Grand Cayman, Cayman Islands
Facsimile Number: __________________________
Attention: _________________________________

<PAGE>

                                 EXECUTION PAGES

THE COLLATERAL AGENT

Executed as a deed by affixing the common seal   )
of INDUSTRIAL AND COMMERCIAL                     )
BANK OF CHINA (ASIA) LIMITED                     )   SEAL AFFIXED
in the presence of:                              )

WONG YUEN FAI STANLEY
Director

CHENG PUI LING CATHY
Secretary

Address: 33rd Floor, ICBC Tower, 3 Garden Road, Central, Hong Kong
Facsimile Number: 2869 8221
Attention: ________________________________

<PAGE>

                                                                  CONFORMED COPY

                               Dated 30 March 2007

                              H3C HOLDINGS LIMITED
                                  as Mortgagor

             INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED
                               as Collateral Agent

                                   ----------

                               H3C SHARE MORTGAGE

                                   ----------

                                Slaughter and May
                               47/F, Jardine House
                               One Connaught Place
                               Central, Hong Kong
                                   (RMGG/AHLL)
                                   HK070540103

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                      PAGE
------                                                                      ----
<S>                                                                         <C>
1.  INTERPRETATION AND DEFINITIONS                                            1
2.  COVENANT TO PAY AND NATURE OF SECURED INDEBTEDNESS                        3
3.  MORTGAGE                                                                  3
4.  COVENANT TO DEPOSIT AND FURTHER ASSURANCES                                4
5.  REDEMPTION                                                                5
6.  THE SHARES                                                                6
7.  REPRESENTATIONS AND WARRANTIES                                            7
8.  COVENANTS AND UNDERTAKINGS                                                8
9.  DEFAULT PROCEDURE                                                        10
10. EFFECTS OF THE MORTGAGE BECOMING ENFORCEABLE                             10
11. PRESERVATION OF RIGHTS                                                   14
12. PROTECTION OF PURCHASERS                                                 17
13. APPOINTMENT OF RECEIVER                                                  18
14. INDEMNITY                                                                20
15. POWER OF ATTORNEY                                                        21
16. SET-OFF AND CURRENCY                                                     22
17. STAMP DUTY AND TAXES                                                     23
18. AMENDMENTS                                                               24
19. APPLICATION TO COURT                                                     24
20. PARTIAL INVALIDITY                                                       24
21. NOTICES                                                                  24
22. ASSIGNMENT                                                               25
23. COSTS AND EXPENSES                                                       25
24. CERTIFICATES AND DETERMINATIONS                                          26
25. GOVERNING LAW                                                            26
26. JURISDICTION                                                             26
27. EXECUTION AND COUNTERPARTS                                               27

SCHEDULE 1                                                                   28
Particulars of the Shares                                                    28
</TABLE>