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                                                                   Exhibit 10.53

                                                                  CONFORMED COPY

THIS SHARE CHARGE is made as a deed on 22 March 2007

BETWEEN:

(1)  3COM TECHNOLOGIES, a company incorporated under the laws of the Cayman
     Islands whose registered office is at Maples and Calder, Attorneys-at-Law,
     Ugland House, South Church Street, George Town, Grand Cayman, Cayman
     Islands (the "CHARGOR"); and

(2)  INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED, a limited liability
     company incorporated under the laws of Hong Kong whose registered office
     located 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 Borrower upon the terms and subject to the conditions contained
     therein.

(B)  As security for the Chargor's obligations under the Facility Agreement, the
     Chargor 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:

     "ACCOUNT BANK" means Industrial and Commercial Bank of China (Asia) Limited
     at 33rd Floor, ICBC Tower, 3 Garden Road, Central, Hong Kong;

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

     "CHARGE" 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;

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

     "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:

Borrower Share Charge

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     (A)  the Shares; or

     (B)  any Further Shares; or

     (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
     Borrower, the Chargor 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 Chargor and the Collateral Agent
     may at any time agree shall be subject to the Charge;

     "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 Chargor 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 Chargor under or in connection with
     the Facility Agreement; and

     "SHARES" means the shares comprising all the existing issued capital of the
     Borrower as more particularly described in schedule 1 (Particulars of
     Shares) and all and any other shares, warrants and other securities of any
     kind (including loan capital) of the Borrower now or at any time in the
     future beneficially owned by the Chargor or in which the Chargor has any
     interest (including any equity of redemption) and all rights, benefits and
     advantages now or at any time in the future deriving from or incidental to
     any such shares, warrants and other securities.

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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. Any references to statutes
     are, unless otherwise specified, references to statutes of the Cayman
     Islands (and such reference shall be taken to be to the short title
     applicable to such statute) and include any statutory modification or
     re-enactment thereof for the time being in force.

2.   COVENANT TO PAY AND NATURE OF SECURED INDEBTEDNESS

2.1  COVENANT TO PAY

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

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 Chargor, the Collateral Agent or any Secured
     Party shall be construed so as to include their respective successors and
     permitted assigns or transferees.

2.3  LIMITED RECOURSE

     The maximum liability of the Chargor hereunder shall be limited to an
     amount equal to the amount recovered through the enforcement of the
     security over the Charged Property provided by the Chargor hereunder, and
     if the amount so recovered is less than the aggregate amount otherwise
     payable by the Chargor to the Secured Parties and the Collateral Agent
     hereunder, the liability of the Chargor shall be limited to such amounts
     recovered and the Collateral Agent shall have no rights to sue the Chargor
     for payment of any amount expressed to be payable under Clause 2.1 hereof
     or otherwise under this Deed except to the extent necessary for such
     enforcement.

3.   CHARGE

3.1  The Chargor, as beneficial owner and as continuing security for the payment
     and discharge of all Secured Indebtedness, charges all its rights, title
     and interest in and to the Charged Property by way of first fixed charge in
     favour of the Collateral Agent.

3.2  Notwithstanding anything to the contrary contained in this Deed, the
     Borrower shall be entitled to repurchase Shares from the Chargor pursuant
     to Section 6.4(a) of the Facility Agreement, and simultaneously with such
     purchase the security existing over those Shares created by

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     this Deed will be immediately discharged and the Chargor will be entitled
     to the entire proceeds of such purchase, free and clear from the security
     created by this Deed.

4.   COVENANT TO DEPOSIT AND FURTHER ASSURANCES

4.1  THE SHARES AND FURTHER SHARES

     The Chargor 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 Chargor
     agree that any Shares shall become Further Shares, deposit with the
     Collateral Agent:-

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

     (B)  transfers of such shares duly executed by the Chargor or its nominee
          with the name of the transferee left blank or, if the Collateral Agent
          so requires, duly executed by the Chargor or its nominee in favour of
          the Collateral Agent (or the Collateral Agent's nominee) and stamped
          in the form provided in schedule 2 (Share Transfer) (or as otherwise
          approved by the Collateral Agent), and such other documents as the
          Collateral Agent may require to enable the Collateral Agent (or the
          Collateral Agent's nominee) or, after the Charge becomes enforceable,
          any purchaser to be registered as the owner of, or otherwise to obtain
          legal title to, such shares;

     (C)  an executed and undated letter of resignation and authorisation from
          each director of the Borrower in the form provided in schedule 3
          (Letter of Resignation) (or as otherwise approved by the Collateral
          Agent);

     (D)  a memorandum signed by a director of the Borrower concerning the
          endorsement of a note of this Charge on the Register of Members of the
          Borrower in the form provided in schedule 4 (Directors' Memorandum)
          (or as otherwise approved by the Collateral Agent); and

     (E)  a notice of charge addressed by the Chargor to the Borrower in the
          form provided in schedule 5 (Notice Of Charge) (or as otherwise
          approved by the Collateral Agent).

4.2  DERIVED ASSETS

     The Chargor shall, within three Business Days of the accrual, offer, issue
     or payment of any Derived Assets, deliver or pay to the Collateral Agent or
     procure the delivery or payment to the Collateral Agent of:-

     (A)  all such Derived Assets or the share certificates, renounceable
          certificates, letters of allotment, documents of title and other
          documentary evidence of ownership in relation to them; and

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     (B)  transfers of any shares comprised in such Derived Assets duly executed
          by the Chargor or its nominee with the name of the transferee left
          blank or, if the Collateral Agent so requires, duly executed by the
          Chargor or its nominee in favour of the Collateral Agent (or the
          Collateral Agent's nominee) and stamped, and such other documents as
          the Collateral Agent may require to enable the Collateral Agent (or
          the Collateral Agent's nominee) or, after the Charge becomes
          enforceable, any purchaser to be registered as the owner of, or
          otherwise to obtain legal title to, the shares comprised in such
          Derived Assets.

4.3  FURTHER ASSURANCES

     In addition to and without prejudice to anything else contained in this
     Deed, the Chargor 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 converting the Charge to a legal mortgage over the Charged
          Property pursuant to an exercise of the Collateral Agent's right under
          clause 10.1(A) of this Deed;

     (B)  for perfecting, preserving or protecting the Charge or the priority of
          the Charge; and

     (C)  for facilitating the realisation of the Charge or the exercise of any
          Rights vested in the Collateral Agent.

4.4  REGISTRATION

     Without limitation to the generality of the Clause 4.3 (Further
     Assurances), the Chargor shall make all filings and registrations as may be
     required by applicable laws or requested in writing by the Collateral Agent
     from time to time as may be necessary to perfect, preserve and protect the
     Charge.

5.   REDEMPTION

     (A)  Subject always to Clause 11.9 (Discharge Conditional), if the
          Collateral Agent is satisfied, acting reasonably, 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
          Chargor, promptly discharge, release and/or re-assign, or, as
          appropriate, transfer the benefit of so much of the Charged Property
          as has not been applied by the Collateral Agent in or towards
          satisfaction of the Secured Indebtedness to the Chargor or as the
          Chargor may direct and, thereafter, the Chargor shall have no future
          obligation hereunder.

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     (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 Charge constituted by this Clause 3
          (Charge) or the relevant part thereof (as the case may be) and the
          obligations (or the relevant part thereof, as the case may be) of the
          Chargor from this Deed without the need for the Chargor to be a party
          thereto.

     (C)  The Collateral Agent hereby agrees that it shall, at the request and
          cost of the Chargor, do all such things and execute all such documents
          and procure that its nominees 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 Chargor:

          (i)  promptly procure the redelivery to the Chargor, if it requests
               the same, 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 Charge 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  CHARGOR TO PAY CALLS AND OTHER PAYMENTS

     The Chargor shall pay all calls or other payments due in respect of any
     part of the Charged Property, and in any case of default by the Chargor in
     this respect the Collateral Agent may (but shall not be obliged) if it
     thinks fit make any such payment on behalf of the Chargor in which event
     any sums so paid shall be reimbursed on demand by the Chargor to the
     Collateral Agent and shall, until reimbursed, bear interest at the rate
     provided in section 2.10 of the Facility Agreement.

7.   REPRESENTATIONS AND WARRANTIES

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

     (A)  subject only to this Charge, it is the sole beneficial owner of the
          Shares;

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

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     (C)  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 Charged
          Property, or agreed to do any of the foregoing (otherwise than
          pursuant to this Deed or as permitted by the Facility Agreement);

     (D)  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;

     (E)  subject to the memorandum and articles of association of the Borrower,
          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;

     (F)  it is duly incorporated and in good standing under the laws of the
          jurisdiction in which it is incorporated and has and will at all times
          have the necessary power to enter into and perform its obligations
          under this charge and has duly authorised the execution and delivery
          of this Deed;

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

     (H)  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 Charge and ensure that (subject to all necessary registrations
          thereof being made) the Charge is a valid, legal, binding and
          enforceable first fixed security interest over the Charged Property
          ranking in priority to the interests of any liquidator, administrator
          or creditor of the Chargor, and (iv) make this Deed admissible in
          evidence in the courts of the Cayman Islands, Hong Kong and any other
          relevant jurisdiction, have been taken, fulfilled and done;

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

     (J)  each of the above representations and warranties are made on the date
          of this Charge and are deemed repeated by the Chargor, with reference
          to the facts and circumstances then existing, on each day following
          the date of this Charge until the termination of the Facility
          Agreement, or this Charge, whichever is the later.

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8.   COVENANTS AND UNDERTAKINGS

8.1  COVENANTS AND UNDERTAKINGS OF THE CHARGOR

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

     (A)  it shall not sell, transfer, lend, assign, exchange, dispose of, grant
          any option in respect of or otherwise deal with the whole or any of
          its rights, title and interest in the Charged 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 (and for the
          avoidance of doubt a disposal of Shares by the Chargor to the Borrower
          pursuant to section 6.4 (a) of the Facility Agreement will not be
          prohibited);

     (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 Charged 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 Charged
          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, 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 Charged Property on or after the Charge 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 Charged Property;

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

     (H)  without prejudice to Sub-clause (G), it shall punctually pay all
          calls, subscription moneys and other moneys payable on or in respect
          of any of the Charged Property and indemnify and keep indemnified the
          Collateral Agent (and the Collateral Agent's nominees) against any
          cost, liabilities or expenses which it or they may suffer or incur as
          a result of any failure by the Chargor 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;

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     (J)  it shall ensure that the Charge will at all times be a legally valid
          and binding first fixed security interest over the Charged Property
          ranking in priority to the interests of any liquidator, administrator
          or creditor of the Chargor; 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
          Chargor in respect of or in connection with any of the Charged
          Property forthwith upon receipt by the Chargor of such document.

8.2  POWER OF COLLATERAL AGENT TO REMEDY FAILURES

     If at any time the Chargor 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 Chargor, 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 Chargor 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 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  FURTHER SHARES

     It is agreed between the Chargor and the Collateral Agent that the Chargor
     may at any time and from time to time procure the Borrower 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 Charge.

9.   DEFAULT PROCEDURE

     The Charge 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).

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10.  EFFECTS OF THE CHARGE BECOMING ENFORCEABLE

10.1 EFFECTS

     After the Charge (or the relevant part thereof) shall have become
     enforceable and without prejudice to the powers of the Collateral Agent to
     appoint a Receiver pursuant to Clause 13 (Appointment of Receiver):

     (A)  the Collateral Agent shall be entitled to convert the Charge to a
          legal mortgage over the Charged Property by completing the transfer of
          the Charged Property to the Collateral Agent (or its nominee) and to
          have its name (or the name of its nominee) entered onto the relevant
          register of members;

     (B)  the Chargor's rights or power to deal with the Charged 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;

     (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 Charged 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 the
          Charged Property and accordingly register, or cause to be registered
          all or any of the Charged 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 Charged Property
          constituting dividends or other distributions in cash as if they were
          proceeds of sale of the Charged Property;

     (D)  the Charge 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 Charge becomes enforceable;

     (E)  without prejudice to the foregoing and subject to Clause 10.11
          (Inconsistency and Conflict), the Collateral Agent may in addition to
          any powers granted it by applicable law, upon and from the Charge
          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 Charged Property or incidental to the exercise of any of the
          rights conferred on it under or in connection with this Deed 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, including to date and
          deliver the documents delivered to it pursuant to this charge hereof
          as it considers appropriate in order to take all steps to register the
          Charged Property in the name of the Collateral Agent or its nominee or
          nominees and to assume control as registered owner of the Charged
          Property.

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10.2 RIGHTS OF CHARGOR PRIOR TO ENFORCEMENT

     At any time before the Charge has become enforceable:

     (A)  all Dividends shall be paid to and retained by the Chargor, free and
          clear from the security created by this Deed; and

     (B)  all voting and other rights relating to the Charged Property belong to
          and are exercisable by the Chargor.

10.3 OBLIGATIONS OF CHARGOR AFTER ENFORCEMENT

     After the Charge has become enforceable:-

     (A)  all Dividends shall be paid to and retained by the Collateral Agent,
          and any such moneys which may be received by the Chargor shall,
          pending such payment, be segregated from any other property of the
          Chargor and held in trust for the Collateral Agent; and

     (B)  the Chargor shall procure that all voting and other rights relating to
          the Charged Property are exercised in accordance with such
          instructions (if any) as may from time to time be given to the Chargor
          by the Collateral Agent, and the Chargor shall deliver to the
          Collateral Agent such forms of proxy or other appropriate forms of
          authorisation to enable the Collateral Agent to exercise such voting
          and other rights.

10.4 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 Charged Property and all outgoings which it shall think fit to pay out
     of the profits and income of the Charged 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.

10.5 NO WAIVER, REMEDIES CUMULATIVE

     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 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.

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10.6 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.

10.7 NO OBLIGATION TO INSURE

     Notwithstanding any provisions to the contrary, the Collateral Agent shall
     not be under any obligation to insure any of the Charged 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.

10.8 NO RESPONSIBILITY FOR LOSSES

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

10.9 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 Charged Property or
     any part thereof on any income therefrom or any proceeds thereof.

10.10 NO LIABILITY

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

10.11 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 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.

10.12 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.

<PAGE>

10.13 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 Account Bank 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.

10.14 NEW ACCOUNT

     At any time following (a) the Collateral Agent receiving notice (either
     actual or constructive) of any subsequent security interest affecting the
     Charged Property or (b) the Collateral Agent receives notice of any
     assignment or disposition affecting all or any part of the Charged 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 Chargor, the Collateral Agent may open a
     new account in the name of the Chargor (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 Chargor to the Collateral Agent or received by the
     Collateral Agent for the account of the Chargor 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.

11.  PRESERVATION OF RIGHTS

11.1 SECURITY ADDITIONAL

     The Charge 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
     Charged Property shall merge in the Charge.

<PAGE>

11.2 SECURITY CONTINUING

     The Charge shall be a continuing security notwithstanding the winding-up or
     dissolution of the Chargor 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 Chargor or any other
     person (whether or not party hereto and whether or not jointly liable with
     the Chargor) in respect of the Secured Indebtedness or of any other
     security therefor or guarantee in respect thereof without prejudice either
     to the Charge or to the liability of the Chargor 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 SECURITY NOT AFFECTED

     Neither the Security 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 Chargor 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 Chargor 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

     (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 Chargor
          may have at any time against the Collateral Agent or any other Secured
          Party or any other person; or

<PAGE>

     (E)  the making or absence of any demand for payment or discharge of any
          Secured Indebtedness on the Chargor 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 Chargor or any
          other person; or

     (G)  any postponement, discharge, reduction, non-provability or other
          similar circumstance affecting any obligation of the Chargor 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 Chargor under any of Credit Document or
          under any other Lien taken in respect of the obligations of the
          Chargor 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 receivership or dissolution or liquidation
          entry into a voluntary arrangement of the Chargor or any other person;
          or

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

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

     (P)  any incapacity, lack of power, authority or legal personality of the
          Chargor 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

<PAGE>

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

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

     (S)  any other act (save for any valid act of release and discharge granted
          by the Collateral Agent), event or omission which, but for this Clause
          11.5 (Security Not Affected) might operate to discharge, impair or
          otherwise affect the Security or the liability of the Chargor 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
          Chargor hereunder.

     Without prejudice to the generality of this Clause 11.5 (Security Not
     Affected), the Chargor 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 Charge 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 Chargor 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 Charged Property such receipt, release or discharge shall not prejudice
     or affect the Charge in relation to the remainder of the Charged 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 Chargor 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

<PAGE>

     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
     Charge 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
          Chargor;

     (B)  to make or file any claim or proof in a winding-up or dissolution of
          the Chargor; 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 Chargor 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 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 Charged
     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 Chargor or at any time after
     the Charge (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 Charged
     Property. The Collateral Agent may:

<PAGE>

     (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
     Chargor) have, in relation to the Charged Property, or as the case may be,
     that part of the Charged Property in respect of which he was appointed:

     (A)  all the powers (as varied and extended by the provisions hereof)
          conferred by any applicable law or statute; and

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

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
     Chargor) have the powers specified in Clause 10.1 (Effects).

13.4 RECEIVER TO BE AGENT OF THE CHARGOR

     Every Receiver so appointed shall be deemed at all times and for all
     purposes to be the agent of the Chargor and the Chargor 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.

<PAGE>

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 Charge (other than monies paid into a
     suspense account by such Receiver in accordance with Clause 10.13 (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
          Charged Property or any part thereof or from any act, default or
          omission in relation to the Charge 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 Charge or any part
          of it, unless such loss or damage is caused by its or his negligence,
          wilful default, breach of duty or breach of trust or fraud.

     (B)  The Collateral Agent shall not be liable to any person in respect of
          any loss or damage whatsoever which arises out of the realisation of
          the Charged Property or any part thereof or from any act, default or
          omission in relation to the Charge or from any exercise or
          non-exercise, or the attempted or purported exercise of, or the
          failure to exercise any of the powers, authorities or discretions
          conferred upon it in relation to the Charge or any part of it unless
          such loss or damage is caused by its negligence, wilful default breach
          of duty or breach of trust or fraud.

     (C)  Without prejudice to the generality of Sub-clauses (A) and (B), entry
          into possession of the Charged 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,
          breach of duty, breach of trust or fraud and, if and whenever the
          Collateral Agent or the Receiver enters into possession of the Charged
          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 any applicable law or otherwise and so that such
     powers shall be and remain exercisable by the Collateral Agent in respect
     of any part of the Charged 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 Charged Property.

<PAGE>

14.  INDEMNITY

14.1 INDEMNITY

     Without prejudice to any right at law given to trustees, the Chargor
     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 Chargor, 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 Charge becomes enforceable):

     (A)  in consequence of anything done or purported to be done by the
          Collateral Agent or any Receiver in relation to the Charged Property
          or under this Deed or any Credit Document as a result of or in
          connection with any failure by the Chargor 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 Chargor 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 Chargor of any
          of their respective warranties, representations, covenants or
          undertakings herein contained or otherwise relating to all or any part
          of the Charged Property; or

     (D)  in connection with the realisation of the Charged 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 Chargor, 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 Charged Property
     under the Charge.

<PAGE>

15.  POWER OF ATTORNEY

15.1 APPOINTMENT AND POWERS

     The Chargor 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 reasonably 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 Chargor, as the case may be, by
     or pursuant to this Deed (including but not limited to the obligations of
     the Chargor 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 Charged
     Property, for getting in the Charged 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
     Charge 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 enquiry 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 this 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 Chargor 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).

<PAGE>

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 Chargor hereby
     acknowledges) granted irrevocably and severally, for value and for security
     as part of the Charge 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 Law (Revised).

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 Chargor 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 Chargor, (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 Chargor shall indemnify and hold harmless the Collateral
               Agent from and against any loss suffered except to the extent
               that such loss is 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 Chargor for the amount
               by which any sum realised by it exceeds the aggregate amount of
               all sums owing to it by the Chargor at the time at which such
               profit is realised provided that the Collateral Agent shall only
               be required to make any payment to the Chargor in relation
               thereto if at such time all the payment obligations of the
               Chargor 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 Chargor 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

<PAGE>

     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 10.13 (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 reasonably may
     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 Chargor as being relevant and any rate, method and date so agreed shall
     be binding on the Chargor 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 Chargor 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 Charge and shall indemnify 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 17 (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 Charge 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 Charged 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
     Chargor against all costs, charges and expenses properly incurred by it in
     relation to any such application or proceedings.

<PAGE>

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 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 Chargor or the Collateral Agent shall be effective
     only when received by the Chargor 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.

<PAGE>

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 (b) of the Facility Agreement.

23.  COSTS AND EXPENSES

     The Chargor 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 Chargor
          under any of the Credit Documents or the recovery by the Collateral
          Agent or any such Receiver from the Chargor of the Secured
          Indebtedness then due and payable.

24.  CERTIFICATES AND DETERMINATIONS

     For all purposes, including any Proceedings (as defined in Clause 26.3
     (Non-Exclusive Jurisdiction):

     (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 Chargor as to the amount thereof.

25.  GOVERNING LAW

     This Deed is governed by, and shall be construed in accordance with, the
     law of the Cayman Islands.

<PAGE>

26.  JURISDICTION

26.1 CAYMAN ISLANDS COURTS

     The courts of Cayman Islands 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 courts of the Cayman Islands 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 Chargor. As a result and notwithstanding Clause 26.1 (Cayman
     Islands Courts), it does not prevent any party hereto other than the
     Chargor from taking proceedings relating to a Dispute ("PROCEEDINGS") in
     any other courts with jurisdiction. To the extent allowed by law, the
     parties hereto other than the Chargor may take concurrent Proceedings in
     any number of jurisdictions.

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>

                                   SCHEDULE 1

                              PARTICULARS OF SHARES

<TABLE>
<CAPTION>
CHARGOR             NUMBER AND CLASS OF SHARES
-------             --------------------------
<S>                 <C>
3COM TECHNOLOGIES   ONE ordinary share of US$1.00 par value in H3C Holdings
                    Limited, a Cayman Islands exempted company of M&C Corporate
                    Services Limited PO Box 309GT, Ugland House, South Church
                    Street, George Town, Grand Cayman, Cayman Islands (the
                    "COMPANY").
</TABLE>

<PAGE>

                                   SCHEDULE 2

                                 SHARE TRANSFER

The undersigned, 3Com Technologies (the "TRANSFEROR"), for value received does
hereby transfer to Industrial and Commercial Bank of China (Asia) Limited (the
"TRANSFEREE"), the __________ shares standing in its name in the undertaking
called H3C Holdings Limited to hold the same unto the Transferee.

Signed by the Transferor

in the presence of:


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


Witness


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


3Com Technologies
Signed by the Transferee
in the presence of:


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


Witness


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

Industrial and Commercial Bank of China
(Asia) Limited

Dated this [_____] day of [_____] 200[_]

<PAGE>

                                   SCHEDULE 3

                              LETTER OF RESIGNATION

To: The Secretary
    H3C Holdings Limited
    M&C Corporate Services Limited
    PO Box 309GT
    Ugland House
    South Church Street
    George Town
    Grand Cayman
    Cayman Islands

[______] 200[_]

Dear Sirs

LETTER OF RESIGNATION

I hereby resign as a director of H3C Holdings Limited (the "COMPANY") and
confirm that I have no claims against the Company for loss of office, arrears of
pay or otherwise howsoever.

This resignation is to be effective as at the date hereof. You are hereby
authorised to complete and date this letter by dating the same at any time after
you are notified by the Industrial and Commercial Bank of China (Asia) Limited
that an Event of Default has occurred (as set out section 8 of the Facility
Agreement between [list parties] dated [__] day of [___] 200[_]).

Yours faithfully


-------------------------------------
[Director]

<PAGE>

                                   SCHEDULE 4

                              DIRECTORS' MEMORANDUM

H3C Holdings Limited
M&C Corporate Services Limited
PO Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
Cayman Islands

To: INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED

[______] 200[_]

Dear Sirs

RE: SHARE CHARGE

I confirm that we have been instructed by 3Com Technologies to make and have
accordingly made an annotation of the existence of the Share Charge between
Industrial and Commercial Bank of China (Asia) Limited and 3 Com Technologies
Limited noting the existence of the security interests created in favour of
Industrial and Commercial Bank of China (Asia) Limited, by the Share Charge in
the Register of Members of H3C Holdings Limited.

Yours sincerely


-------------------------------------
Director

<PAGE>

                                   SCHEDULE 5

                                NOTICE OF CHARGE

                          [On Shareholder's Notepaper]

To: H3C Holdings Limited

[______] 200[_]

Dear Sirs

RE: SHARE CHARGE

We hereby notify you that pursuant to a Share Charge dated [_____] day of
[_____] 200[_] between Industrial and Commercial Bank of China (Asia) Limited
and 3Com Technologies (the "SHARE CHARGE"), the Chargor has granted a security
interest over the shares standing in its name in H3C Holdings Limited and at any
time after Industrial and Commercial Bank of China (Asia) Limited notifies you
that an Event of Default (as defined in the Share Charge) has occurred you may
take such steps to register Industrial and Commercial Bank of China (Asia)
Limited as the registered holder of the shares pursuant to the Share Charge.

Yours faithfully


-------------------------------------
for and on behalf of

3Com Technologies

<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>

                                 EXECUTION PAGES

THE CHARGOR

Executed as a deed by                               )   SEAL AFFIXED
for an on behalf of                                 )   NEAL D. GOLDMAN
3COM TECHNOLOGIES                                   )
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>

                               Dated 22 March 2007

                                3COM TECHNOLOGIES

                                   as Chargor

             INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED

                               as Collateral Agent

                                   ----------

                              BORROWER SHARE CHARGE

                                   ----------

                                  (OGIER LOGO)

                              Ref: 0979-001 070321

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                      PAGE
------                                                                      ----
<S>                                                                         <C>
1.  INTERPRETATION AND DEFINITIONS                                            1

2.  COVENANT TO PAY AND NATURE OF SECURED INDEBTEDNESS                        3

3.  CHARGE                                                                    3

4.  COVENANT TO DEPOSIT AND FURTHER ASSURANCES                                4

5.  REDEMPTION                                                                5

6.  THE SHARES                                                                6

7.  REPRESENTATIONS AND WARRANTIES                                            6

8.  COVENANTS AND UNDERTAKINGS                                                8

9.  DEFAULT PROCEDURE                                                         9

10. EFFECTS OF THE CHARGE BECOMING ENFORCEABLE                               10

11. PRESERVATION OF RIGHTS                                                   13

12. PROTECTION OF PURCHASERS                                                 17

13. APPOINTMENT OF RECEIVER                                                  17

14. INDEMNITY                                                                20

15. POWER OF ATTORNEY                                                        21

16. SET-OFF AND CURRENCY                                                     22

17. STAMP DUTY AND TAXES                                                     23

18. AMENDMENTS                                                               23

19. APPLICATION TO COURT                                                     23

20. PARTIAL INVALIDITY                                                       24

21. NOTICES                                                                  24

22. ASSIGNMENT                                                               25

23. COSTS AND EXPENSES                                                       25

24. CERTIFICATES AND DETERMINATIONS                                          25

25. GOVERNING LAW                                                            25

26. JURISDICTION                                                             26

27. EXECUTION AND COUNTERPARTS                                               26

SCHEDULE 1                                                                   27

PARTICULARS OF SHARES                                                        27
</TABLE>

<PAGE>

<TABLE>
<S>                                                                         <C>
SCHEDULE 2                                                                   27

SHARE TRANSFER                                                               27

SCHEDULE 3                                                                   28

LETTER OF RESIGNATION                                                        28

SCHEDULE 4                                                                   29

DIRECTORS' MEMORANDUM                                                        29

SCHEDULE 5                                                                   30

NOTICE OF CHARGE                                                             30
</TABLE>