Exhibit 4.1



THIS DEED is made this 17th day of September, 2002

BETWEEN

1.   WHARF COMMUNICATIONS LIMITED (formerly known as Wharf Communications
     Investments Limited) whose registered office is situate at 16th Floor,
     Ocean Centre, Harbour City, Kowloon, Hong Kong ("Bondholder"); and

2.   i-CABLE COMMUNICATIONS LIMITED whose registered office is situate at 16th
     Floor, Ocean Centre, Harbour City, Kowloon, Hong Kong ("i-CABLE").

WHEREAS

A.   Pursuant to the terms of a Deed Poll dated 18th November 1999 ("Deed
     Poll") of i-CABLE, the Bondholder subscribed in full the HK$1,800,000,000
     4% Convertible Bonds (the "Bonds") issued by i-CABLE. The Bonds are due
     for redemption on 23rd November 2003.

B.   i-CABLE has agreed to redeem from the Bondholder such portion of the
     Bonds in the principal amount of HK$1,500,000,000 (the "Redeemed Bonds")
     and the Bondholder has agreed to surrender the Redeemed Bonds to i-CABLE
     upon the terms and conditions hereinafter appearing.

WHEREBY THE PARTIES AGREE AS FOLLOWS: -

1.   Subject to the terms and conditions of this Deed, i-CABLE shall redeem
     from the Bondholder the Redeemed Bonds at a consideration of
     HK$1,500,000,000 ("Redemption Price") free from all charges, liens,
     hypothecation, equities, encumbrances or other adverse claims or
     interests and with all rights now and hereafter attaching thereto.

2.   Completion (as defined in Clause 4 below) shall be conditional upon the
     fulfillment of the following conditions:

     (a)  this Deed being approved by the shareholders of i-CABLE at an
          extraordinary general meeting; and

     (b)  the obtaining by i-CABLE and/or the Bondholder of all consents and
          approvals from the relevant authorities, if any.

3.   The Bondholder shall provide all reasonable assistance to i-CABLE in
     fulfilling the Conditions.

4.   Completion of the redemption of the Redeemed Bonds ("Completion") shall
     take place within five business days from the date on which all the
     Conditions have been fulfilled and at such time as the parties may agree
     and at the office of the Bondholder in Hong Kong (or, on such other date,
     at such other time and place as i-CABLE and the Bondholder may agree),
     and each of the parties hereto shall perform its obligations set out in
     Schedule 1.


                                      -1-


<PAGE>


5.   The Redemption Price and the Interest (as defined in paragraph 1(a)(ii)
     of Schedule 1) shall be paid by i-CABLE to the Bondholder on Completion
     as referred to in Schedule 1.

6.   The Bondholder hereby represents and warrants to i-CABLE that as at the
     date hereof and up to Completion:

     (a)  it is the registered owner of the Redeemed Bonds and also (i) is the
          beneficial owner thereof or (ii) if not, then it has been and is
          duly authorized by the beneficial owner(s) to enter into and perform
          this Deed;

     (b)  the Redeemed Bonds are free from all charges, liens, hypothecation,
          equities, encumbrances and other adverse claims and rights; and

     (c)  it has full power and authority to enter into this Deed.

7.   The parties hereto agree that save as the principal amount of the Bonds
     is reduced to HK$300,000,000 as provided in this Deed, all the provisions
     and conditions of the Deed Poll shall remain in full force and effect.

8.   This Deed is governed by and shall be construed in accordance with the
     laws of The Hong Kong Special Administrative Region.


                                      -2-


<PAGE>


                                  SCHEDULE 1
                                  ----------

                            COMPLETION REQUIREMENTS
                            -----------------------

1.   Obligation of i-CABLE

At Completion, i-CABLE shall deliver to the Bondholder:

(a)  a cheque or cashier order drawn in favour of the Bondholder or as it may
     direct for:

     (i)  the principal amount of the Redemption Price in the sum of
          HK$1,500,000,000; and

     (ii) the interests payable on the Redeemed Bonds for the period from 1st
          July, 2002 up to but excluding the date of Completion at the rate of
          4% per annum ("Interest"); and

(b)  a new certificate in respect of the remaining principal amount of
     HK$300,000,000 Bonds.

2.   Obligation of the Bondholder

At Completion, the Bondholder shall deliver to i-CABLE:

(a)  the certificate(s) representing the Redeemed Bonds in the principal
     amount of HK$1,800,000,000 for cancellation;

(b)  a certified true copy of the minutes of the board meeting of the
     Bondholder approving and authorising the redemption of the Redeemed Bonds
     and the entry into by the Bondholder of this Deed; and

(c)  a receipt issued by the Bondholder to i-CABLE to acknowledge the receipt
     of the Redemption Price and the Interest.


                                      -3-


<PAGE>


IN WITNESS whereof the parties hereto has caused this Deed to be duly
executed.


SEALED with the COMMON SEAL of              )
WHARF COMMUNICATIONS LIMITED                )
and SIGNED by Stephen Tin-Hoi Ng, Director, )
and Paul Yiu-Cheung Tsui, Director,         )
in the presence of:                         )





SEALED with the COMMON SEAL of              )
i-CABLE COMMUNICATIONS LIMITED              )
and SIGNED by Stephen Tin-Hoi Ng, Director, )
and Wilson W. S. Chan, Secretary,           )
in the presence of:                         )


                                      -4-