<PAGE>

                                                                     EXHIBIT 4.5

Note: Portions of this exhibit indicated by "[*]" are subject to a confidential
treatment request, and have been omitted from this exhibit. Complete, unredacted
copies of this exhibit have been filed with the Securities and Exchange
Commission as part of this Companys's confidential treatment request.

                         DATED THIS 13TH DAY OF MAY 2004

                                TURN KEY CONTRACT

                                       for

                        THE SUPPLY AND INSTALLATION OF A

              MOBILE COMMUNICATIONS NETWORK AND ASSOCIATED SERVICES

                                     between

                       HUAWEI TECH INVESTMENT CO. LIMITED
                  (hereinafter referred to as the "CONTRACTOR")

                                       AND

                         MANDARIN COMMUNICATIONS LIMITED
                    (hereinafter referred to as the "BUYER")

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                          Page
<S>      <C>                                                                                              <C>
1.       Agreement......................................................................................   16
2.       Interpretation.................................................................................   17
3.       Effective Date................................................................... .............   18
4.       Contractor's Scope of Supply...................................................................   18
5.       Scope of Contract..............................................................................   18
6.       Term and Contract Price........................................................................   19
7.       Specifications.................................................................................   19
         7.1      Design, Construction and Manufacture..................................................   19
         7.2      Technical Information.................................................................   20
8.       Contractor's Obligations.......................................................................   21
         8.1      Operability of the Network, Integration and Interfaces....... ........................   21
         8.2      Safety and Security...................................................................   26
         8.3      Inspection Right......................................................................   26
         8.4      Operation Manuals.....................................................................   28
         8.5      Maintenance Manuals...................................................................   28
9.       Requirements of Operation and Maintenance Manuals..............................................   28
10.      Ordering of Equipment and Services and Exclusivity ............................................   29
11.      Delivery Request  . . . . .....................................................................   30
12.      Product Evolution/Price Reduction  ............................................................   31
13.      Buyer's Obligations............................................................................   31
14.      Mutual Obligations.............................................................................   33
15.      Work Division Between the Contractor and the Buyer.............................................   34
16.      Assignment.....................................................................................   34
17.      Subcontractors.................................................................................   35
18.      Parties' Representatives.......................................................................   36
19.      Forecast Procedure, Delivery Lead Time.........................................................   37
20.      Prices.........................................................................................   37
         20.1     General...............................................................................   37
         20.2     Most Favoured Customer................................................................   38
21.      Payment........................................................................................   39
         21.1     General...............................................................................   39
         21.3    Taxes..................................................................................   40
22.      Application of Credit..........................................................................   40
23.      Delivery.......................................................................................   41
         23.1     Delivery Mode.........................................................................   41
         23.2     Insurance.............................................................................   41
         23.3     Milestones............................................................................   45
         23.4     Delivery Time for Documentation and Testing Equipment.................................   45
         23.5     Packing...............................................................................   45
         23.6     Marking...............................................................................   45
         23.7     Export and Import Licenses............................................................   45
         23.8     Title, Risk of Loss or Damage.........................................................   46
24.      Acceptance ....................................................................................   46
         24.1     Leasehold Improvement Acceptance Tests (LHI AT).......................................   46
         24.2     Other Acceptance Tests................................................................   47
         24.3     Pilot Acceptance (Phase 1 Only).......................................................   48
</TABLE>

                                        2
<PAGE>

<TABLE>
<S>      <C>                                                                                               <C>
         24.4     Provisional Acceptance (All Phases)...................................................   48
         24.5     Provisional Acceptance (Phase 1 only).................................................   50
         24.6     Final Acceptance......................................................................   51
         24.7     Final Network Acceptance..............................................................   51
         24.8     Acceptance Certificates ..............................................................   52
         24.9     Commercial Launch Before Provisional Acceptance ......................................   52
         24.10    Deployment Before Provisional Acceptance..............................................   52
         24.11    Acceptance by the End of Term.........................................................   52
25.      Training.......................................................................................   53
26.      Changes........................................................................................   53
         26.1     General...............................................................................   53
27.      Changes By the Buyer...........................................................................   53
         27.1     Change Orders.........................................................................   53
28.      The Contractor's Obligations to Propose Changes................................................   54
29.      Project Management ............................................................................   55
30.      The Buyer's Review and Approval................................................................   56
31.      Quality Assurance..............................................................................   56
32.      Warranty of Equipment and Services.............................................................   56
         32.2     Software Warranty.....................................................................   58
         32.3     Civil Works Warranty..................................................................   59
         32.4     Maintenance and Support and Training (Post Warranty)..................................   59
33.      Warranty Period................................................................................   60
34.      Corrective Measures During the Warranty Period ................................................   61
         34.1     Hardware  ............................................................................   61
         34.2     Software..............................................................................   61
         34.3     Civil Works...........................................................................   61
         34.4     Systematic Faults.....................................................................   62
         34.5     Time for Testing and Repair During the Warranty Period................................   62
         34.6     Spares Warranty.......................................................................   64
         34.7     Upgrade Product Credit ...............................................................   64
         34.8     Product Development Partnership.......................................................   65
         34.9     General...............................................................................   65
35.      Delay .........................................................................................   66
         35.1     Of the Contractor.....................................................................   66
         35.2     Of the Buyer..........................................................................   67
36.      Intellectual Property Rights...................................................................   67
37.      Software License & Usage.......................................................................   69
38.      Escrow Agreement...............................................................................   71
39.      Confidentiality................................................................................   71
40.      Compliance with Law and Regulations............................................................   71
41.      Extension of Time..............................................................................   72
42.      Force Majeure .................................................................................   72
43.      Liability for Personal Injury and Damage to Property...........................................   72
44.      Limitation of Liability........................................................................   73
45.      Arbitration....................................................................................   74
46.      Termination for Cause..........................................................................   75
47.      Consequences of Termination....................................................................   77
48.      Termination of Facility Agreement..............................................................   78
49.      Sole Supplier..................................................................................   78
50.      Effect of Termination..........................................................................   78
</TABLE>

                                        3
<PAGE>

<TABLE>
<S>      <C>                                                                                               <C>
51.      Remaining Equipment and Services ..............................................................   78
52.      Governing Law..................................................................................   78
53.      Survival of Obligations .......................................................................   79
54.      Announcements .................................................................................   79
55.      Miscellaneous..................................................................................   79
</TABLE>

Annex 1  Technical Specifications
Annex 2  Bill of Quantity of Equipment
Annex 3  Responsibility Matrix
Annex 4  Key Employees
Annex 5  Forecasting Procedure and Lead Time
Annex 6  Prices
Annex 7  Payment
Annex 8  Implementation Milestones
Annex 9  Acceptance Tests Certificates
Annex 10 Maintenance Service Level During Warranty Period and Extended Warranty
         Period
Annex 11 Training
Annex 12 IOTs and Multi-Vendor Integration
Annex 13 Delivery Request Template
Annex 14 Model Sites

                                        4
<PAGE>

This SUPPLY CONTRACT is made this 13TH day of MAY 2004, between

HUAWEI TECH INVESTMENT CO. LIMITED, a company incorporated in Hong Kong, having
its office at Room 3610-13, The Center, 99 Queen's Road Central, Hong Kong, and
its accepted assignees or legal successors (the "CONTRACTOR" or "HUAWEI"); and

MANDARIN COMMUNICATIONS LIMITED, a company incorporated in Hong Kong, having its
offices at 13th Floor, Warwick House, Taikoo Place, 979 King's Road, Hong Kong,
and its accepted assignees or legal successors (the "BUYER").

WHEREAS:-

(1)      The Buyer is a wholly owned subsidiary of SUNDAY COMMUNICATIONS LIMITED
         operating as SUNDAY ("SUNDAY").

(2)      The Buyer provides mobile telephone services and other services in Hong
         Kong as well as carrying on the business of selling mobile telephones
         and mobile telephone accessories in Hong Kong;

(3)      SUNDAY 3G (Hong Kong) Limited, a wholly owned subsidiary of the Buyer,
         holds valid necessary consents, approvals, licenses or agreements
         issued by the relevant governmental departments in Hong Kong for the
         implementation and commercial operation of a 3G Network in Hong Kong;

(4)      The Contractor is in the business of inter alia, manufacturing,
         constructing, supplying, providing, installing and commissioning mobile
         telecommunication equipment and services and is familiar with the
         general business of the global telecommunications industry;

(5)      The Buyer wishes to purchase from the Contractor and the Contractor
         wishes to provide and build a 3G Network;

(6)      The Contractor 's parent company, HUAWEI TECHNOLOGIES CO. LTD, and the
         Buyer have already entered into a Heads of Agreement of 6th December
         2003, setting out the principal terms to be included in this Supply
         Contract on a turnkey basis; and

(7)      For the consideration set out herein, the parties now agree to enter
         into this Supply Contract upon the terms and conditions hereinafter set
         out.

<TABLE>
<CAPTION>
DEFINITIONS
-----------
<S>                                <C>               <C>
"3G NETWORK"                       -                 means the so-called "third generation" mobile
                                                     communication system to be supplied by the Contractor
                                                     to the Buyer under this Agreement.
</TABLE>

                                       5
<PAGE>

<TABLE>
<S>                                <C>               <C>
"ACCEPTANCE TEST"                  -                 means the procedures for the LHI Acceptance Test,
                                                     Pilot Networks Acceptance Test and the Provisional
                                                     Acceptance Test as set out in CLAUSE 24.

"AGREEMENT"                        -                 means this agreement and any variations and the Annexes.

"ANNEXES"                          -                 means the annexes attached to and forming part of
                                                     this Agreement and any variations, any annex
                                                     substituted for an annex or any new annex expressly
                                                     adopted by the parties in accordance with this
                                                     Agreement, and "Annex" shall mean any one of the
                                                     Annexes.

"APPLICABLE LAWS"                  -                 means as to any person, all laws, statutes, rules,
                                                     regulations, codes, treaties, ordinances, judgments,
                                                     decrees, injunctions, writ orders, directives and
                                                     stipulations of any government entity and
                                                     interpretations thereof in any jurisdiction or country
                                                     i) applicable to or binding upon such person or any of
                                                     its property or to which such person or any of its
                                                     property is subject; or ii) having jurisdiction over
                                                     all or any part of the Equipment and/or the Network.

"BORROWER"                         -                 means the Borrower defined in the Facility Agreements.

"BUSINESS DAY"                     -                 means Monday to Saturday excluding days which are public
                                                     holidays in Hong Kong.

"CHANGE ORDER"                     -                 means the document signed by the Buyer and the Contractor to
                                                     change or amend the Purchase Order.

"CIVIL WORKS"                      -                 means the provision of labour and materials necessary for
                                                     the construction of the 3G Network including the
                                                     set-up of the infrastructure, the demolition and
                                                     renovation of existing infrastructure (if any).
</TABLE>

                                       6
<PAGE>

<TABLE>
<S>                                <C>               <C>
"COMMISSIONING"                    -                 means the actual activation of a Network Element and/or the
                                                     3G Network as a whole.

"COMMERCIAL LAUNCH"                -                 means the commissioning of the 3G Network or any part
                                                     thereof with the services thereunder being made
                                                     available for subscription by the public and there is
                                                     at least one thousand (1,000) subscribers.

"COMPLETION REPORT"                -                 means with respect to each of the Network Element, a report
                                                     prepared by the Contractor containing the following
                                                     information: i) a summary of the results of the
                                                     Acceptance Tests with respect to each of the Network
                                                     Element; ii) specifications data sheets, plans and
                                                     drawing plans; iii) customary documentation with
                                                     respect to the Network Element including without
                                                     limitation "as built"; and iv) all further information
                                                     related to the Services hereunder as may be requested
                                                     by the Buyer.

"CONFIDENTIAL INFORMATION"         -                 of a party means all proprietary and confidential information
                                                     of the party such as, but not limited to, designs,
                                                     plans, samples, reports, studies, drawings, schedules,
                                                     specifications, technical data, databases, software in
                                                     any form, documentation, correspondence between the
                                                     parties and all other business and/or technical
                                                     information and know how including business plans and
                                                     pricing information of every kind and description
                                                     whatsoever. Confidential Information shall not include
                                                     information which the recipient has already rightfully
                                                     in its possession prior to the disclosure by the
                                                     disclosing party, or which is developed independently
                                                     by the recipient, or disclosure of which is authorized
                                                     by the disclosing party, or which is known or becomes
                                                     known to the general public without breach of
</TABLE>

                                       7
<PAGE>

<TABLE>
<S>                                <C>               <C>
                                                     this Agreement and/or which is received rightfully
                                                     from a third party.

"CONTRACT PRICE"                   -                 means the sum set out in CLAUSE 6 for the purchase and
                                                     provision of Equipment and Services under this Supply
                                                     Contract.

"CONTRACTOR'S SCOPE
OF SUPPLY"                         -                 means Works which the Buyer can order pursuant to Delivery
                                                     Requests.

"CORRECTIVE MEASURE"               -                 has the meaning given in CLAUSE 34.

"CRITICAL SYSTEM"                  -                 means core network, RNC and application platforms and "Less
                                                     Critical System" means all other Equipment.

"DELIVERABLES"                     -                 means the Equipment, Documentation which the Buyer orders
                                                     from the Contractor from time to time by placement of
                                                     a Delivery Request during the Term or otherwise.

"DELIVERY DATE"                    -                 means in respect of any Deliverables, the date specified in
                                                     the Delivery Request by which such Deliverables must
                                                     be delivered;

"DELIVERED DUTY PAID OR (DDP)"     -                 means delivered duty paid according to Incoterms 2000.

"DELIVERY REQUEST"                 -                 means any portion(s) of Equipment of the Network Elements
                                                     and related services that the Buyer requests for
                                                     delivery from time to time under this Agreement.

"DOCUMENTATION"                    -                 means the user manuals and all other information in either
                                                     printed or machine readable form (e.g. drawings and
                                                     descriptions of design, construction, Installation,
                                                     commissioning, Engineering and/or works) relating to
                                                     the Software, Network Element and the Network and
                                                     designated for system operators.
</TABLE>

                                       8
<PAGE>

<TABLE>
<S>                                <C>               <C>
"ENGINEERING"                      -                 means all of the Services excluding Training, maintenance
                                                     and support.

"EFFECTIVE DATE"                   -                 means the date on which this Agreement enters into force in
                                                     accordance with CLAUSE 3.

"EQUIPMENT"                        -                 means Hardware and Software to be delivered by the
                                                     Contractor pursuant to a Delivery Request, including
                                                     testing and monitoring equipment as specified in ANNEX 2.

"EXTENDED WARRANTY PERIOD"         -                 means the period commencing from the end of the
                                                     Warranty Period in respect of Phase 1 until the end of
                                                     31st December 2006 and shall apply only to Phase 1.

"EXISTING NETWORK"                 -                 means the GSM telecommunications network, which has been
                                                     operating and is currently being operated by the Buyer
                                                     prior to the signing of this Agreement.

"EXTRA PURCHASE ORDER"             -                 means any other purchase order other than the Purchase Order
                                                     placed by the Buyer and accepted by the Contractor,
                                                     which is not covered by the Contract Price or the
                                                     Facilities, but which is governed by the terms and
                                                     conditions herein.

"FACILITIES"                       -                 means the loans arranged and agreed by the Buyer,
                                                     the Contractor and other third parties(if any) for the
                                                     financing of this Supply Contract.

"FACILITY AGREEMENTS"              -                 means the agreements setting out the terms and conditions of
                                                     the Facilities.

"FEATURE ENHANCEMENT"              -                 means hardware and/or software other than the equipment
                                                     which is required to meet the Contractor's obligations
                                                     in this Supply Contract (with particular reference to
                                                     the Technical Specifications), i.e. (i) any new
                                                     Software features/applications/solutions which
</TABLE>

                                       9
<PAGE>

<TABLE>
<S>                                <C>               <C>
                                                     are declared as optional by the Contractor in their
                                                     commercially available releases and these optional
                                                     features/applications/solutions are not specified in
                                                     the basic feature lists in ANNEX 1; or (ii) an item
                                                     which has been especially custom developed with
                                                     features/applications/solutions for the Buyer or other
                                                     customers.

"FINAL ACCEPTANCE"                 -                 means the procedure as stated in CLAUSE  24.6.

"FINAL ACCEPTANCE CERTIFICATE"     -                 means the certificate to be issued by the Buyer upon
                                                     Final Acceptance.

"FINANCIAL OBLIGATION"             -                 shall have the meaning as defined in CLAUSE 44. b).

"FIXES"                            -                 means a software patch or tool for rectifying or eliminating
                                                     any defects, failure or bugs, which may be discovered
                                                     in the Software.

"FORCE MAJEURE EVENT"              -                 means an event beyond the reasonable control of a party
                                                     including but not limited to war or civil war (whether
                                                     declared or undeclared) or armed conflict, invasion
                                                     and acts of foreign enemies; riots, sabotage,
                                                     blockades and embargoes; civil unrest, commotion or
                                                     rebellion; any act of terrorism; any act of God,
                                                     lightning, earthquake, fire, flood, extraordinary
                                                     storm; nuclear, chemical or biological contamination
                                                     or explosion and contagious diseases; theft, malicious
                                                     damage, strikes, lock-outs or other industrial action
                                                     of general application; any act of any competent
                                                     authority (including refusal, suspension or revocation
                                                     of a license or consent); changes in legislative
                                                     requirements and world-wide shortage of components;

"FORECASTING PROCEDURE"            -                 shall have the meaning given in ANNEX 5.
</TABLE>

                                       10
<PAGE>

<TABLE>
<S>                                <C>               <C>
"HARDWARE"                         -                 means tangible equipment, including Spare Parts but
                                                     excluding Software.

"HONG KONG"                        -                 means the Hong Kong Special Administrative Region of the
                                                     People's Republic of China.

"INSTALLATION"                     -                 means the physical installation of the Network Element and
                                                     the 3G Network.

"INTEGRATED RADIO SYSTEM (IRS)"    -                 means the shared common antenna systems and shared
                                                     on-site facilities (including space, power supply and
                                                     air-conditioning) with other telephone operators.

"INTEGRATED RADIO SYSTEM
FEES (IRS FEES)"                   -                 means the fees payable by the Buyer for the shared use of
                                                     the common antenna systems and on-site facilities
                                                     (including space, power supply and air-conditioning)
                                                     with other telephone operators.

"INTEGRATED RADIO SYSTEM
SITE (IRS SITE)"                   -                 means a Site on which IRS Fees are payable by the
                                                     Buyer for the use of the IRS facilities thereon.

"INTEROPERABILITY"                 -                 shall have the meaning as described in ANNEX 12,
                                                     IOT.

"LAUNCH DATE"                      -                 means the actual date on which the 3G Network is
                                                     commercially launched by the Buyer or SUNDAY.

"LEASEHOLD IMPROVEMENT WORKS"
(LHI WORKS)                        -                 means all RF ancillary and preparatory works
                                                     required to fully ready a Site for the Equipment to be
                                                     installed and commissioned. The LHI Works shall
                                                     include but not limited to all Civil Works, housing,
                                                     cabling, antenna and feeder, electrical, mechanical
                                                     and environmental works.
</TABLE>

                                       11
<PAGE>

<TABLE>
<S>                                <C>               <C>
"LHI ACCEPTANCE TEST (LHI AT)"     -                 means the acceptance test of the LHI Works carried out
                                                     on each Site.

"LHI ACCEPTANCE CERTIFICATE"
(LHI AC)                           -                 means the certificate to be issued by the Buyer upon a Site
                                                     passing the LHI Acceptance Test.

"LENDERS"                          -                 means Lenders as defined in the Facility Agreements.

"MAINTENANCE AND SUPPORT"          -                 means the Hardware and Software maintenance and
                                                     support services to be provided and performed by the
                                                     Contractor after the Warranty Period.

"MAINTENANCE MANUALS"              -                 means the maintenance manuals for the Equipment, the Network
                                                     Elements and the 3G Network to be provided by the
                                                     Contractor to the Buyer pursuant to CLAUSE 8.5

"MATERIAL NON-COMPLIANCE"          -                 means a Non-Compliance, which prevents the Equipment
                                                     from being put into Commercial Launch.

"MILESTONES"                       -                 means the implementation milestones more particularly
                                                     described in ANNEX 8.

"MTRC"                             -                 means Mass Transit Railway Corporation in Hong Kong.

"NETWORK"                          -                 means the totality of the Existing Network and the
                                                     3G Network.

"NETWORK ELEMENT"                  -                 means a discrete telecommunication entity of the Equipment,
                                                     which can be managed over a specific interface, such
                                                     as each Node B, RNC and HLR.

"NON-COMPLIANCE"                   -                 means any non-compliance with the Technical Specifications.

"OPERATION MANUALS"                -                 means the operation manuals for the Equipment, the 3G
                                                     Network and the Network Elements to be provided by the
                                                     Contractor to the Buyer pursuant to CLAUSE 8.4
</TABLE>

                                       12
<PAGE>

<TABLE>
<S>                                <C>               <C>
"PERSONNEL"                        -                 means in respect of a party, the officers,
                                                     employees, contractors, Subcontractors, agents and
                                                     consultants of that party.

"PHASE(S)"                         -                 means phases 1, 2 and 3 individually or collectively.

"PILOT ACCEPTANCE CERTIFICATE
(PILOT AC)"                        -                 means the certificate to be issued upon the Pilot Network
                                                     passing the Pilot Acceptance Test.

"PILOT ACCEPTANCE TEST
(PILOT AT)"                        -                 means the Acceptance Test which shall be carried
                                                     out for the purpose of acceptance of the Pilot
                                                     Network.

"PILOT NETWORK"                    -                 means all the Network Elements delivered, installed and
                                                     commissioned on a predefined cluster of Sites within
                                                     Phase 1.

"PROJECT"                          -                 means the build out of the 3G Network by the Buyer
                                                     in Hong Kong.

"PROVISIONAL ACCEPTANCE
CERTIFICATE"                       -                 means the certificate to be issued upon each of the
                                                     Network Elements passing the Provisional Acceptance
                                                     Test.

"PROVISIONAL ACCEPTANCE TEST
(PAT)"                             -                 means the Acceptance Test which shall be carried out for the
                                                     purpose of Provisional Acceptance of hardware delivery,
                                                     installation and delivered functionality of a Network Element.

"PROVISIONAL NETWORK ACCEPTANCE
CERTIFICATE (PNAC)"                -                 means the certificate to be issued by the Buyer upon the
                                                     entire network in Phase 1 passing the Provisional
                                                     Network Acceptance Test.
</TABLE>

                                       13
<PAGE>

<TABLE>
<S>                                <C>               <C>
"PROVISIONAL NETWORK ACCEPTANCE
TEST (PNAT)"                       -                 means the Acceptance Tests to be carried out for the purpose
                                                     of acceptance of the entire network in Phase 1.

"PUNCH LIST"                       -                 means a list on which all Non-Compliances existing at the
                                                     date of Provisional Acceptance or Pilot Network
                                                     Acceptance (as the case may be) are listed.

"PURCHASE ORDER"                   -                 means the entire purchase by the Buyer of Equipment and
                                                     Services covering all Network Elements for the Project
                                                     as set out in this Supply Contract

"QUALIFYING CAUSE OF DELAY"        -                 means a Force Majeure Event that causes the Contractor or
                                                     Contractor's Personnel delay in the performance of its
                                                     obligations under this Agreement, or any act, default
                                                     or omission of the Buyer or the Buyer's Personnel that
                                                     causes the Contractor actual delay in the performance
                                                     of its obligations under this Agreement.

"SERVICES"                         -                 means the totality of the services to be provided under this
                                                     Agreement and included in the Contract Price including
                                                     but not limited to Installation and Commissioning, LHI
                                                     Works, project management, system planning, network
                                                     optimization, maintenance and support during the
                                                     Warranty Period and the Extended Warranty Period and
                                                     in Training of the Buyer's Personnel as set out in
                                                     ANNEX 11.

"SITE"                             -                 means each of the locations provided by the Buyer
                                                     where Network Elements are to be installed.

"SOFTWARE"                         -                 means software programs in object code designated
                                                     for use on designated Hardware of the 3G Network, all
                                                     modifications, enhancements and replacements
</TABLE>

                                       14
<PAGE>

<TABLE>
<S>                                <C>               <C>
                                                     thereof and additions thereto which may be produced
                                                     from time to time and necessary for the control,
                                                     operation, and performance of the 3G Network in
                                                     accordance with the Technical Specifications including
                                                     software programmes provided/supplied by any
                                                     subsidiary of the Contractor.

"SPARE PARTS"                      -                 means the Spare Parts listed in the Bill of Quantity (BOQ)
                                                     and referred to in CLAUSE 34.6.

"SUBCONTRACTOR"                    -                 means a contractor, vendor, supplier, licensor or other
                                                     person with whom the Contractor or any other
                                                     Subcontractor has entered into a contractual
                                                     relationship for performance of certain areas of the
                                                     Contractor's obligations under this Agreement.

"SUBSIDIARY"                       -                 means any company, which is owned or controlled directly or
                                                     indirectly by a party hereto as to fifty-percent (50%) or
                                                     more of the issued share capital and/or voting rights.

"SUNDAY"                           -                 means SUNDAY Communications Limited, a company incorporated
                                                     in Cayman Islands.

"SUPPLY CONTRACT"                  -                 means this turnkey, engineering, procurement and
                                                     construction contract concluded and entered into
                                                     between the Contractor and the Buyer herein.

"TECHNICAL SPECIFICATIONS"         -                 means the overall technical description of the 3G
                                                     Network and/or Network Elements as set out in ANNEX 1,
                                                     as may be varied, amended or revised by the parties
                                                     from time to time.

"TERRITORY"                        -                 means Hong Kong, SAR.
</TABLE>

                                       15
<PAGE>

<TABLE>
<S>                                <C>               <C>
"TERM"                             -                 means the period during which the Agreement is
                                                     effective between the parties as set out in CLAUSE 6.

"TRAINING"                         -                 means the process of training and knowledge transfer as
                                                     described in ANNEX 11.

"WARRANTY PERIOD"                  -                 means the periods set out in CLAUSE 33 and shall include
                                                     where the context permits the Extended Warranty Period.

"WORKS"                            -                 means all Equipment  and Services to be provided, procured or
                                                     performed by the Contractor pursuant to the terms and
                                                     conditions of this Agreement including designing,
                                                     planning, constructing of facilities, testing,
                                                     Installation and Commissioning of the 3G Network on a
                                                     turnkey basis upon the terms and conditions herein
                                                     including any and all equipment and services which are
                                                     not expressly included by the terms of this Agreement
                                                     and which are reasonably required.
</TABLE>

NOW THEREFORE, in consideration of the Contract Price and other good and
valuable consideration herein, it is agreed as follows:-

1.       AGREEMENT

         This Agreement consists of the terms and conditions contained in the
         body of this Agreement and the following Annexes which shall be
         incorporated into and read and construed as part of this Agreement:-

         Annex 1           Technical Specifications
         Annex 2           Bill of Quantity of Equipment
         Annex 3           Responsibility Matrix
         Annex 4           Key Employees
         Annex 5           Forecasting Procedure and Lead Time
         Annex 6           Prices
         Annex 7           Payment
         Annex 8           Implementation Milestones
         Annex 9           Acceptance Tests Certificates
         Annex 10          Maintenance Service Level During Warranty Period and
                           Extended Warranty Period
         Annex 11          Training
         Annex 12          IOTs and Multi-Vendor Integration

                                       16
<PAGE>

         Annex 13          Delivery Request Template
         Annex 14          Model Sites

         In the event of any inconsistency between any provision contained in
         the body of this Agreement and any provision contained in any of the
         Annexes, the relevant provisions in the body of the Agreement shall
         prevail. The Annexes listed have no order of precedence.

2.       INTERPRETATION

         a)       In this Agreement reference to:-

                  (i)      one gender includes all other genders;

                  (ii)     the singular includes the plural and the plural
                           includes the singular;

                  (iii)    a person includes individuals, bodies corporate
                           (whenever incorporated), unincorporated associations
                           and partnerships;

                  (iv)     any reference to a statute, statutory provision or
                           subordinate legislation (except where the context
                           otherwise requires) (i) shall be deemed to include
                           any by-laws, licences, statutory instruments, rules,
                           regulations, orders, notices, directions, consents or
                           permissions made under that legislation and (ii)
                           shall be construed as referring to any legislation
                           which replaces, re-enacts, amends or consolidates
                           such legislation with or without modification) at any
                           time; and

                  (v)      all monetary amounts are in Hong Kong dollars unless
                           otherwise stated and all payments are to be paid in
                           Hong Kong dollars;

         b)       "Including" and similar expressions are not words of
                  limitation;

         c)       Where a word or expression is given a particular meaning,
                  other grammatical forms of that word or expression have a
                  corresponding meaning;

         d)       Headings are for reference and convenience only and do not
                  affect the interpretation of this Agreement;

         e)       If an act must be done on a specified day that is not a
                  Business Day, the act must be done instead on the next
                  Business Day;

         f)       All references to days and months mean calendar days and
                  calendar months unless otherwise specified;

         g)       If any agreement, approval or consent is required or to be
                  given or obtained under or pursuant to this Agreement, such
                  agreement,

                                       17
<PAGE>

                  approval or consent must not be unreasonably conditioned,
                  delayed or withheld; and

         h)       References to Clauses are to clauses in the main body of this
                  Agreement, and references to Annexes are to the annexes to
                  this Agreement.

3.       EFFECTIVE DATE

         The obligations of the Contractor and the Buyer under this Supply
         Contract shall be conditional upon, and shall not become effective,
         until the date upon which the following conditions have all been
         satisfied-:

         a)       this Agreement is duly signed by the Buyer and the Contractor
                  and each party has given the other party written notice and
                  confirmation of its Board approving this Supply Contract;

         b)       the Facility Agreements have been duly executed and are
                  effective with the Facilities being available to the Borrower
                  for drawdown thereunder; and

         c)       the Buyer has given the Contractor written confirmation that
                  the shareholders of SUNDAY have approved the Buyer entering
                  into this Supply Contract.

4.       CONTRACTOR'S SCOPE OF SUPPLY

         a)       The Contractor undertakes to supply and deliver to the Buyer
                  in accordance with the terms and conditions of this Agreement
                  the Equipment and the Services, all of which shall meet the
                  requirements set out in this Agreement.

         b)       In the performance of its undertakings under this Agreement,
                  the Contractor shall (if purchased by the Buyer) provide the
                  Buyer with:-

                  (i)      the Deliverables set out in ANNEX 2;

                  (ii)     the Services including Training set out in ANNEX 11
                           and maintenance and support during the Warranty
                           Period and the Extended Warranty Period at the
                           service level set out in ANNEX 10;

5.       SCOPE OF CONTRACT

         a)       The Contractor agrees to design, construct, manufacture, sell,
                  supply and deliver to the Buyer, and the Buyer agrees to
                  purchase, Deliverables and Services from the Contractor for
                  the establishment, installation, implementation and
                  Commissioning of the 3G Network on a turn-key basis in
                  accordance with the terms and conditions of this Agreement.

                                       18
<PAGE>

         b)       In addition, if during the Term and Warranty Period, the
                  TD-SCDMA (Time-Division Synchronous Code-Division Multiple
                  Access technology proposed to ITU by the China Academy of
                  Telecommunication Technology [CATT]) system is put into
                  commercial operation, then the Contractor shall upon the
                  request of the Buyer at a cost to be mutually agreed (taking
                  into account CLAUSE 20.2 b) Most Favoured Customer) and as a
                  complement and supplement to the Network, install and
                  incorporate such equipment (hardware and software) and systems
                  necessary to enable the 3G Network to fully operate in
                  conjunction with the TD-SCDMA system.

6.       TERM AND CONTRACT PRICE

         a)       This Agreement shall be effective in accordance with CLAUSE 3
                  above and shall continue in effect for a period of three (3)
                  years thereafter (the "TERM") (unless mutually expedited,
                  extended or earlier terminated as set out herein) and shall
                  comprise of three (3) Phases namely, Phases 1, 2 and 3. The
                  scope of Deliverables and corresponding services to be
                  provided and undertaken by the Contractor for each of the
                  Phases are set out in ANNEX 2.

         b)       The Contract Price for this Supply Contract is HONG KONG
                  DOLLARS EIGHT HUNDRED FIFTY NINE MILLION (HK$859,000,000).

         c)       The Buyer shall be entitled to expedite the Term at its
                  discretion and may require the Contractor to undertake Works
                  for one or more of the Phases simultaneously.

         d)       The expiry or earlier termination of the Term as the case may
                  be, shall not affect any of the respective obligations of the
                  parties under this Agreement, which have already accrued
                  and/or which have not been wholly performed in respect of any
                  accepted Delivery Request. Such obligations shall include (but
                  not limited to) the warranties of the Contractor in CLAUSE 32
                  and the Warranty Period in CLAUSE 33.

7.       SPECIFICATIONS

         7.1      DESIGN, CONSTRUCTION AND MANUFACTURE

                  a)       The Equipment and the Network Elements shall be
                           designed, constructed, manufactured and assembled:-

                           (i)      so as to achieve reliability in accordance
                                    with the Technical Specifications and
                                    otherwise in accordance with good
                                    engineering and manufacturing practices; and

                           (ii)     so as to ensure that the 3G Network as
                                    provided and installed by the Contractor
                                    will fully inter-operate without

                                       19
<PAGE>

                                    deficiencies with the Existing Network to
                                    which it is connected. The Contractor shall
                                    at all times take into account the
                                    importance that the Buyer attaches to the
                                    requirement that the Network shall be easy
                                    to handle as to operation and maintenance.
                                    The Contractor shall execute its obligations
                                    under this Agreement with the level of care,
                                    skill and diligence expected from a highly
                                    competent and experienced contractor in the
                                    telecommunications industry.

                  b)       The Contractor during the Term unless otherwise
                           specifically stated in this Agreement:

                           (i)      shall be solely responsible for the design
                                    and adequacy of the 3G Network unless
                                    information requested by the Contractor was
                                    not supplied or insufficiently supplied by
                                    the Buyer; and

                           (ii)     the Contractor's responsibility hereunder
                                    shall not in any way be diminished nor shall
                                    its design approach be restricted or limited
                                    by the Buyer's acceptance of the
                                    Contractor's guidance or recommendation as
                                    to Engineering standards and design
                                    specifications or by the Buyer's suggestions
                                    or recommendations on any aspect of the said
                                    design.

                  c)       During the Term, the Buyer may require all or part of
                           the facilities in its Existing Network to be used for
                           the Project instead of acquiring new facilities or a
                           new Site. In such circumstances, both the Contractor
                           and the Buyer agree that the specifications of the 3G
                           Network may be affected by the location and/or the
                           sharing of facilities of an existing Site in which
                           event, parties shall work together to use their best
                           efforts to estimate, ascertain and diminish or
                           eliminate any unfavourable effect. Any additional
                           equipment or services required to correct such
                           unfavourable effect shall be handled in accordance
                           with CLAUSE 26 (Changes).

         7.2      TECHNICAL INFORMATION

                  The Contractor shall without charge provide the Buyer with
                  such technical information in relation to any materials and
                  components which the Contractor has obtained or will obtain
                  from third party sources, including Subcontractors, or which
                  have been employed by the Contractor in the performance of
                  this Agreement, as the Buyer may from time to time reasonably
                  require in order to make reliable evaluations and/or to
                  operate, maintain and repair the 3G Network, provided that the
                  said information is or can reasonably be made available to the
                  Contractor.

                                       20
<PAGE>

8.       CONTRACTOR'S OBLIGATIONS

         8.1      OPERABILITY OF THE NETWORK, INTEGRATION AND INTERFACES

                  a)       Throughout the Term and the Warranty Period, the
                           Contractor shall retain sole and complete
                           responsibility in respect of all of its obligations
                           set out in CLAUSE 7 above including all aspects of
                           project management, so to conform with the terms of
                           this Agreement (subject to modifications of the
                           various scheduled completion dates to reflect Change
                           Orders, or the effect of Force Majeure, if any),
                           except as otherwise directed by the Buyer and/or
                           mutually agreed upon by the Contractor and the Buyer.

                  b)       In addition to the Contractor's obligations to
                           design, manufacture, procure, deliver, install and
                           implement all Equipment and services described above,
                           the Contractor shall also carry out and perform all
                           Civil Works and LHI Works as may be necessary for the
                           establishment, commissioning and operation of the 3G
                           Network.

                  c)       The Contractor shall install, integrate, implement
                           and Commission the Network Elements as well as manage
                           and complete the Services in accordance with the
                           Milestones set out in ANNEX 8. The Contractor's
                           responsibility for the construction, Installation,
                           Implementation and Commissioning of the 3G Network
                           and the adequacy thereof shall not in any way be
                           diminished by the Buyer's acceptance of the
                           Contractor's guidance or recommendations from time to
                           time, or by the Buyer's suggestions or
                           recommendations on any aspect of the Network.

                  d)       The Contractor shall be responsible for the
                           integration of all Equipment and parts thereof into
                           the Existing Network in accordance with the interface
                           specifications set out in the Technical
                           Specifications as well as other relevant provisions
                           of this Agreement.

                  e)       The Contractor shall, if necessary, enhance the 3G
                           Network to achieve full interoperability of the 3G
                           Network with the Existing Network including roaming
                           services and interoperability with major
                           handsets/terminals suppliers. The Contractor shall
                           ensure that the 3G Network successfully performs and
                           passes all Inter-Operability Tests (IOT) items in
                           ANNEX 12 and shall at the earliest available
                           opportunity inform the Buyer of any deficiency in the
                           interoperability of any third parties' equipment
                           and/or lack of cooperation by third parties which
                           comes to the knowledge of the Contractor.

                  f)       If necessary, the Buyer shall ensure that the vendor
                           of the Existing Network equipment fully cooperates
                           with the Contractor

                                       21
<PAGE>

                           during the Inter-operability Tests ("IOTS") and
                           multi-vendor integration tests, which have to be
                           performed by the Contractor at sites in Hong Kong,
                           details of which are particularised in ANNEX 12.

                  g)       The Contractor shall actively cooperate with third
                           parties with respect to the successful interfacing of
                           the Equipment or parts thereof with such third
                           parties' equipment used in the Existing Network
                           according to the interface specifications set out in
                           the Technical Specifications.

                  h)       The Contractor shall supply to the Buyer and to
                           relevant third parties Software interface information
                           which is necessary for the purpose of integration
                           with other systems in the 3G Network and the Existing
                           Network, provided that the Buyer informs the
                           Contractor of the disclosure to be made to such third
                           parties in each case and further provided that such
                           third party is bound by a confidentiality and
                           restricted use agreement in which the Contractor is a
                           third party beneficiary and which is reasonably
                           satisfactory to the Contractor. The Contractor's
                           written consent for disclosure to such third parties
                           shall be required.

                  i)       The Contractor shall provide maintenance and support
                           services during the Warranty Period and Extended
                           Warranty Period as set out in ANNEX 10.

                  j)       The Contractor shall furnish all drawings, working
                           specifications, design data, preliminary
                           arrangements, outline drawings and "as built"
                           drawings of all Equipment and fabricated materials to
                           be supplied under this Agreement and all other
                           information as required and in sufficient detail to
                           indicate that such Equipment and fabricated materials
                           comply with the specifications, standards and other
                           provisions contained in this Agreement. The
                           Contractor shall deliver a detailed description of
                           each element of Software contained in the 3G Network,
                           including its location in the Network as built, and a
                           history of all versions of the Software elements used
                           in each such location. In addition, the Contractor
                           shall furnish such other information as required and
                           in sufficient detail to indicate that the Software
                           complies with the terms and conditions of this
                           Agreement.

                  k)       All Hardware supplied by the Contractor shall be
                           newly manufactured with new materials and all
                           Software supplied shall be of the latest version or
                           release within the knowledge and belief of the
                           Contractor.

                  l)       All Equipment obtained by the Contractor from third
                           party suppliers shall be obtained in compliance with
                           this CLAUSE 8.1.

                                       22
<PAGE>

                  m)       All Hardware delivered and installed, as part of the
                           3G Network shall include all required and
                           corresponding Software in accordance with the
                           provisions of this Agreement. During the Term, the
                           Warranty Period and the Extended Warranty Period, at
                           no additional cost to the Buyer within a reasonable
                           period of time, the Contractor shall update and
                           replace all software of the 3G Network in order to
                           rectify and remedy any and all deficiencies reported
                           as outstanding or defective as a result of the
                           default of the Contractor. The Contractor shall
                           promptly inform the Buyer of any "bugs" of which the
                           Contractor becomes aware.

                  n)       During the Term, all new regular software versions of
                           Core and Access where there is no Feature Enhancement
                           that become commercially available, shall be provided
                           and installed by the Contractor, upon the Buyer's
                           request *

                  o)       *

                  p)       During the Term and Warranty Period, the Contractor
                           shall upgrade the Hardware for High Speed Down-Link
                           Packet Data (HSDPA) in accordance with its
                           obligations herein.

                  q)       The Contractor shall maintain their product roadmap
                           with functions and features in line and compliance
                           with the latest 3GPP standard releases and relevant
                           OMA and ITU standards. The Contractor shall not lag
                           behind with the standard releases of more than one
                           (1) year once the Buyer has placed with the
                           Contractor a Delivery Request specifying its
                           requirements and the price of such the items therein
                           has been agreed between both Parties. For any
                           functions/features which the Contractor anticipates
                           will not be completely developed within one (1) year,
                           the Contractor shall request an extension of time
                           which shall be subject to the approval of the Buyer
                           and such approval shall not be unreasonably withheld.

                  r)       The Contractor shall continue to invest and dedicate
                           resources to improve their products to ensure that
                           they are of the highest standard by way of class,
                           terms of capacity, robustness, ease of operation and
                           maintenance and competitiveness.

                  s)       All Equipment to be provided by the Contractor under
                           this Agreement shall be type approved for
                           Installation and use in Hong Kong if and as required
                           by law or by other relevant

--------------------------------------------------------------------------------
[*]      Certain information on this page has been omitted and filed separately
         with the Securities and Exchange Commission. Confidential treatment has
         been requested with request to the omitted portions.

                                       23
<PAGE>

                           authorities (if any), and the Contractor at its own
                           expense shall be responsible for taking all necessary
                           steps to obtain such type approval for use in Hong
                           Kong in due time before the Equipment is integrated
                           into the Network with assistance from the Buyer, if
                           necessary.

                           Should the relevant authorities in Hong Kong change
                           type approval regulations with which the Buyer is
                           required to comply, the Contractor shall at its own
                           expense, revise such type approval to fully meet the
                           changes of the new regulations.

                  t)       The Contractor shall ensure that any commercially
                           available equipment ordered shall be delivered to the
                           Buyer's premises within 3 months from the date of
                           issue of the relevant Delivery Request.

                  u)       Throughout the Term, the Contractor shall ensure that
                           the following equipment (hardware and software),
                           applications and solutions are offered to the Buyer
                           including:

                           i)       as specified in ANNEX 1:

                                    -Video Gateway to Internet
                                    -Video Conferencing
                                    -Video Mailbox
                                    -Video Streaming over PS domain and video
                                    content creation and editing tool
                                    -Video Streaming over CS domain and video
                                    content creation and editing tool
                                    -LCS (Location Service: SMLC, GMLC)
                                    -SMSC
                                    -MMSC
                                    -Instant Messaging & Presence Service
                                    -WAP Gateway and Push Proxy (WAP 1.2.1 & WAP
                                    2.0)
                                    -USSD Gateway (for service development)
                                    -Real Time and Content Charging Platform for
                                    Prepaid and Postpaid
                                    -Unified Messaging/Voice Mail/Mobile Email
                                    -Corporate Solution (VPN Support)
                                    -IN/Camel Phase 2 & 3 services (MNP and
                                    Prepaid)
                                    -Portal

                           and

                           ii)      Not specified in ANNEX 1:

                                    -WLAN Integration
                                    -PIM Platform
                                    -Push to Talk over Cellular

                                       24
<PAGE>

                           iii)     During the Term, the Contractor shall be the
                                     sole supplier of the equipment, hardware,
                                    software, applications and solutions in
                                    SUB-CLAUSE I) and II) above. In the event of
                                    the Contractor being unable to deliver any
                                    of the above items when ordered by the
                                    Buyer, the Contractor shall on behalf of the
                                    Buyer, purchase alternatives from third
                                    parties under OEM arrangements. Such OEM
                                    arrangements shall be at no additional cost
                                    to the Buyer.

                           iv)      In addition to the above, during the Term,
                                    the Buyer may also wish to acquire the
                                    following applications, upon which parties
                                    shall discuss and negotiate such terms of
                                    purchase in good faith and in accordance
                                    with the provisions of this Supply Contract
                                    where applicable.

                                    -IMS (for SIP application)
                                    -TDD upgrade -HSDPA software upgrade
                                    -Ring-back tone
                                    -Cell Broadcast Server
                                    -Next Generation Network Integration with 3G
                                    -GPRS on Existing Network

                  v)       The Contractor shall ensure that all Engineering for
                           which certification is required under Applicable Laws
                           is performed and certified by the Contractor's or
                           Subcontractor's personnel who are professional
                           engineers licensed or otherwise properly qualified to
                           perform such Engineering in all appropriate
                           jurisdictions.

                  w)       The Contractor shall ensure that the 3G Critical
                           Systems including core network, RNC, application
                           platforms shall fully function with 99.999%
                           availability for 365 days of a year from the date of
                           the issue of the PNAC. The Less Critical Systems
                           including Node B shall function with 99.99%
                           availability for 365 days of a year commencing from
                           the date of issue of the PNAC.

                  x)       The Contractor shall bear the responsibility of the
                           work split as specified in ANNEX 3.

                  y)       The Contractor shall offer its latest user terminal
                           to the Buyer at the most favourable price and shall
                           make such offer to the Buyer first giving the Buyer
                           the "first right to use."

                           The Contractor shall use its best efforts to acquire
                           sufficient user terminals from other handset vendors
                           in readiness for Commercial Launch.

                                       25
<PAGE>

                  (z)      The Contractor shall be responsible for all Leasehold
                           Improvement Works on Sites as shall be acquired by
                           the Buyer in accordance with CLAUSE 13 below.

                  (aa)     Any item/application/solution, which has been
                           especially, and specifically custom developed for the
                           Buyer shall not be commercially marketed or sold by
                           the Contractor to any of the Buyer's competitors for
                           a period of one (1) year (or less, subject to Buyer's
                           written consent), following such development.

                  (ab)     During the Term, the Contractor shall notify and
                           offer to the Buyer at a reasonable price for its
                           consideration, any new and available Feature
                           Enhancement.

         8.2      SAFETY AND SECURITY

                  a)       To the extent that and for as long as the Contractor
                           is in control of any Site, the Contractor shall be
                           solely responsible for initiating, maintaining and
                           supervising all safety precautions and programmes in
                           connection with all locations within the Site. For
                           Sites controlled by the Buyer, the Buyer shall
                           maintain and supervise all precautions and programmes
                           in connection with all locations within the Site. In
                           any event, the Contractor shall comply with all
                           Applicable Laws and applicable permits as well as the
                           provisions of this Agreement bearing on safety of
                           persons or property or protection against injury,
                           damages or loss. The parties acknowledge and agree
                           that, until the issue of the PNAC for Phase 1 or PAC
                           for subsequent Phases, the Contractor shall be deemed
                           to be in control of all Engineering and Network
                           Element for the purposes of safety and security.

                  b)       Until risk of loss and damage passes, the Contractor
                           shall perform all security services necessary to
                           ensure the safety and security of all Sites and
                           Equipment and/or other materials or designs relevant
                           to the Equipment and/or Network Element located at
                           such Sites.

         8.3      INSPECTION RIGHT

                  a)       The Buyer, its agents and representatives may at all
                           reasonable times with prior notice to the Contractor
                           or Subcontractor as the case may be, and without
                           unreasonably causing interference or disturbance to
                           the Contractor and in case of (i) below only with the
                           Contractor's prior written consent which shall not be
                           unreasonably withheld (or any of its Subcontractors,
                           as far as reasonably practicable and possible):-

                           (i)      inspect the Equipment or any part thereof,
                                    the Network Elements, materials, components
                                    (whether finished or otherwise) and
                                    manufacturing and quality control

                                       26
<PAGE>

                                    processes used during and/or after their
                                    manufacture, in order to determine whether
                                    materials, components and processes are in
                                    compliance with the applicable provisions of
                                    this Agreement; and

                           (ii)     inspect the Civil Works and the Installation
                                    of the Equipment being performed by the
                                    Contractor at any Site in order to determine
                                    whether the Contractor's services and
                                    workmanship at such Site conform with the
                                    applicable provisions of this Agreement.

                           No such inspection by the Buyer shall affect in any
                           way the warranties or other obligations of the
                           Contractor under this Agreement.

                  b)       Whenever the Buyer chooses to exercise any of the
                           rights referred to in CLAUSE 8.3 a), the Contractor
                           shall:

                           (i)      with respect to the inspection of the
                                    manufacturing of Equipment, provide all such
                                    rights of access during normal business
                                    hours to the premises, storage and deposit
                                    areas, facilities, offices and sources of
                                    materials of the Contractor or under the
                                    control of the Contractor, where any
                                    Equipment is being assembled, has already
                                    been assembled, is in operation, is being
                                    performance-tested or tested to the
                                    Contractor's specifications and to any other
                                    places or areas occupied by the Contractor
                                    in connection with the Equipment. The
                                    Contractor will afford to the Buyer such
                                    cooperation as may be reasonably required by
                                    the Buyer to conduct such inspection and to
                                    provide the Buyer with all reasonable access
                                    and cooperation.

                           (ii)     with respect to the inspection of the
                                    Contractor's or its Subcontractors'
                                    construction and Installation work, ensure
                                    that the Contractor's or its Subcontractors'
                                    personnel at the applicable Site provide to
                                    the Buyer all reasonable access and
                                    cooperation.

                  c)       The provisions of CLAUSE 8.3 a) shall not give direct
                           competitors of the Contractor the right to access the
                           Contractor's or its Subcontractors' facilities or
                           areas that are not otherwise Sites, without the prior
                           written consent of the Contractor. A Contractor's
                           authorised representative must be present whenever
                           the Contractor's direct competitor visits one of the
                           Contractor's or Subcontractors' facilities or areas
                           that are not otherwise Sites.

                  d)       Notwithstanding anything herein to the contrary, the
                           right of access of the Buyer pursuant to this CLAUSE
                           8.3 shall be subject

                                       27
<PAGE>

                           to: (i) the reasonable confidentiality, safety and
                           security requirements relating to each location
                           subject to such right of access; and (ii) such access
                           not interfering with the work being performed at such
                           sites and not materially affecting the Contractor's
                           productivity.

                  e)       Any exercise of or failure to exercise any right of
                           the Buyer to inspect, audit, visit or to observe any
                           part of the Equipment and Network Elements shall not
                           be construed as limiting any obligation of the
                           Contractor under this Agreement.

         8.4      OPERATION MANUALS

                  The Contractor shall provide the Buyer with the Operation
                  Manuals as soon as they are reasonably available but in no
                  event later than ten (10) days after delivery of the Equipment
                  to which it relates. The Contractor shall provide to the Buyer
                  at no additional cost or charge to the Contract Price one (1)
                  printed set and one (1) electronic version on CD-ROM of the
                  Operation Manuals for each Network Element, and the Buyer
                  shall be permitted to make additional copies of such Operation
                  Manuals as may be reasonably needed. The Operation Manuals
                  shall be in sufficient detail to accurately represent the 3G
                  Network and all components of the Network Elements as
                  constructed and shall specify clear procedures for the
                  operation and management of the 3G Network as a whole.
                  Operation Manuals with up to date drawings, specifications and
                  design sheets shall be available for the Training as set out
                  in the Training provisions of this Agreement.

         8.5      MAINTENANCE MANUALS

                  The Contractor shall provide the Buyer with the Maintenance
                  Manuals as soon as they are reasonably available but in no
                  event later than ten (10) days after delivery of the Equipment
                  to which it relates. The Contractor shall provide to the Buyer
                  at no additional cost or charge to the Contract Price one (1)
                  printed set and one (1) electronic version on CD-ROM of the
                  Maintenance Manuals for each Network Element and for the 3G
                  Network and the Buyer shall be permitted to make one
                  additional copy of the Maintenance Manuals. The Maintenance
                  Manuals shall be in sufficient detail to accurately represent
                  the 3G Network and all components of the Network Elements as
                  constructed and shall specify clear procedures for the
                  maintenance of all Network Elements and of the 3G Network as a
                  whole. Maintenance Manuals with up to date drawings,
                  specifications and design sheets shall be available for the
                  Training as set out in the Training provisions.

9.       REQUIREMENTS OF OPERATION AND MAINTENANCE MANUALS

         a)       All Operation Manuals and Maintenance Manuals and other
                  documentary material required to be provided by the Contractor
                  under this Agreement shall be written in English and shall
                  be:-

                                       28
<PAGE>

                  (i)      detailed and comprehensive and prepared with
                           generally accepted industry standards of professional
                           care, skill, diligence and competence applicable to
                           documentation relating to the design, engineering,
                           implementation, operation, administration and
                           maintenance practices for telecommunications
                           facilities similar to the 3G Network;

                  (ii)     sufficient to enable the Buyer to operate and
                           maintain each of the Network Elements and the 3G
                           Network as a whole on a continuous basis, including
                           the setting out of all procedures for operation; and

                  (iii)    prepared subject to the foregoing standards with the
                           goal of achieving operation and maintenance of the 3G
                           Network at the capacity, efficiency, reliability,
                           safety and maintainability levels contemplated by
                           this Agreement and as may required by Applicable Laws
                           and any applicable permits and authorisation's
                           obtained by or for and on behalf of the Buyer.

         b)       Operation Manuals, maintenance manuals and all other
                  documentary material supplied by the Contractor to the Buyer
                  under this Agreement, including all documentation provided in
                  CD-ROM format, shall be updated at no additional cost or
                  charge to the Buyer during the Term and the Warranty Period to
                  take into account all Equipment upgrades, enhancements,
                  expansions and other technology upgrades applicable to the
                  Network and/or any part thereof pursuant to this Agreement.

10.      ORDERING OF EQUIPMENT AND SERVICES AND EXCLUSIVITY

         a)       The Buyer shall place orders from time to time during the Term
                  for each of the Phases by way of Delivery Requests.

         b)       A Delivery Request or an Extra Purchase Order shall contain at
                  the minimum details of the following:-

                  (i)      date of Delivery Request;/Extra Purchase Order

                  (ii)     the Equipment and/or Services to which it relates
                           including quantity, type (if for LHI Work, the Model
                           Site) and description;

                  (iii)    software description;

                  (iv)     scheduled delivery date;

                  (v)      delivery location with full details; and

                  (vi)     any other special remarks as may be agreed between
                           both parties.

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<PAGE>

         c)       The Buyer agrees that during the Term, the Contractor shall be
                  the sole supplier for the Buyer's Core and Access equipment
                  (excluding IMS) in Hong Kong.

         d)       During the Term, in the event of the Buyer wishing to purchase
                  equipment and services other than 3G Core and Access for the
                  Project, the Buyer shall give first consideration to the
                  Contractor's equipment and services (but shall be under no
                  obligation to purchase the same from the Contractor) before
                  considering equipment and services of other potential
                  suppliers.

         e)       The forecast for the ordering and purchasing of Equipment and
                  Services is set out in ANNEX 5.

         f)       *


11.      DELIVERY REQUEST

         In accordance with CLAUSE 10 above:-

         a)       a written Delivery Request shall be accepted or rejected by
                  the Contractor in writing within five (5) Business Days after
                  receipt. Failure to accept or reject a Delivery Request within
                  this time period shall be deemed to be a rejection of such
                  Delivery Request. Delivery Request sent or accepted by fax
                  shall be considered received or accepted on the fax date;

         b)       any preprinted terms and conditions of either party referred
                  to in any Delivery Request shall be null and void. In the
                  event of a conflict between this Agreement and a Delivery
                  Request, this Agreement shall prevail except to the extent the
                  matter giving rise to the conflict is expressly agreed in
                  writing between the parties as an amendment to this Supply
                  Contract;

         c)       if a Delivery Request is not accepted, and such non-acceptance
                  shall be subject to CLAUSE 19 (Forecast Procedure) below
                  limited to incompleteness or inaccuracy or if the Contractor
                  is unable to comply with the delivery dates specified therein,
                  the Contractor shall notify the Buyer of the reasons for such
                  rejection and the parties shall agree on adjustments to the
                  Delivery Request in order to make it acceptable;

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         d)       the Delivery Request shall be based on ANNEX 2, Bill of
                  Quantity of Equipment and ANNEX 14, Model Sites. Subject to
                  CLAUSE 27.1 Change Orders, the Buyer shall be obliged to place
                  within the Term, Delivery Requests for all the items in their
                  respective quantities as specified in the Bill of Quantity and
                  Model Sites; and

         e)       a template of a Delivery Request is set out in ANNEX 13.

12.      PRODUCT EVOLUTION/PRICE REDUCTION

         a)       During the Term and the Warranty Period, the Contractor's
                  product offerings in Hong Kong shall be reasonably in
                  accordance with the evolution of products. During the Term and
                  the Warranty Period, the Contractor shall as soon as
                  practicable, and in any event no later than when the
                  Contractor makes such releases available to other customers
                  and end users, inform the Buyer of any new version or release
                  of Hardware or Software containing major enhancement or
                  additional functionality or features. The Contractor shall in
                  any event inform the Buyer on a regular basis of the new
                  releases and the material implications for the Network of such
                  new releases.

         b)       *

         c)       The Contractor warrants that its assumptions and matters of
                  current fact in its Product Evolution are substantially
                  correct to the best of its current knowledge and belief.

13.      BUYER'S OBLIGATIONS

         a)       The Buyer shall be responsible for the transmission system,
                  Site acquisition and Site acceptance and all necessary
                  ancillary actions.

         b)       Upon the reasonable written request of the Contractor, the
                  Buyer shall provide the Contractor with specific data and
                  information relating to the Existing Network and the proposed
                  operation of the 3G Network

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                  necessary for the Contractor to carry out its obligations
                  hereunder, including but not limited to the provision of data
                  and information relating to forecast customer traffic,
                  distribution, services, business plans, marketing and sales
                  plans, legacy systems, and Site acquisition.

         c)       The Buyer shall inform the Contractor in a timely manner of
                  any changes or updates to the data and information the Buyer
                  is required to provide under CLAUSE 13 b).

         d)       The Buyer shall provide the Contractor within a reasonable
                  time with necessary responses and, when appropriate, approvals
                  of Documentation, Acceptance Test procedures and Acceptance
                  Tests.

         e)       The Buyer shall ensure and procure that there are in full
                  force and effect during the Term and the Warranty Period all
                  valid licenses and consents necessarily required for the
                  conduct and operation of the business conducted by the Buyer
                  or SUNDAY (3G). The Buyer shall comply with all Applicable
                  Laws (if any), except to the extent that such compliance is
                  the Contractor's responsibility as provided in this Agreement
                  or otherwise required by law.

         f)       The Buyer shall provide the Contractor and its Subcontractors
                  with timely access to appropriate personnel of the Buyer and
                  to facilities or areas that are not Sites for the purposes of
                  facilitating the Civil Works, provided however, that
                  Subcontractors which the Buyer, at its sole discretion
                  considers or believes to be also direct competitors of the
                  Buyer shall not have access without the prior written consent
                  of the Buyer and provided further that an authorised
                  representative of the Buyer shall be present whenever a direct
                  competitor of the Buyer visits one of the Buyer's facilities
                  or areas.

         g)       The Buyer shall during the Term and the Warranty Period
                  provide the Contractor and its Subcontractors with access to
                  the Sites that are located at premises owned or leased by or
                  under the control of the Buyer; provided however, that
                  Subcontractors who are also direct competitors of the Buyer
                  shall not have such access without the prior written consent
                  of the Buyer and provided further that an authorised
                  representative of the Buyer shall be present whenever a direct
                  competitor of the Buyer attends such premises.

         h)       The Buyer shall keep the Contractor informed at all times and
                  as far as possible of the Buyer's intended Launch Date.

         i)       The Buyer shall ensure that the vendor of the Existing Network
                  and other related operators fully cooperate with the
                  Contractor during testing and integration of the 3G Network.

         j)       Provided the Contractor is in compliance with the terms and
                  obligations of this Agreement and subject to CLAUSE 21.1 f),
                  the Buyer shall make

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<PAGE>

                  payments in accordance with the payments set out in CLAUSE 21
                  and ANNEX 7.

         k)       i.       In the event of the Buyer exercising its rights under
                           CLAUSE 17 (Subcontracting) by insisting on the Buyer
                           itself being employed as a subcontractor for the
                           Works or any part thereof, then the Buyer agrees to
                           defend, indemnify and hold the Contractor harmless
                           from any claims, demands and liabilities to or by any
                           party arising from, or resulting or connected with
                           services performed by the Buyer in its capacity as
                           subcontractor to the fullest extent permitted by law
                           and subject to the following limitations:-

                           a)       the Buyer's duty to indemnify the Contractor
                                    shall not apply to liability for damages
                                    arising out of bodily injury to persons or
                                    damage to property caused by or resulting
                                    from the sole negligence of the Contractor
                                    or the Contractor's agent or employees; and

                           b)       the Buyer's duty to indemnify the Contractor
                                    for damages arising out of bodily injury to
                                    persons or damage to property caused by or
                                    resulting from the concurrent negligence of
                                    (i) the Contractor or the Contractor's
                                    agents or employees; and (ii) the Buyer or
                                    the Buyer's agents or employees, shall apply
                                    only to the extent of negligence of the
                                    Buyer or the Buyer's agents or employees.

                  ii.      In the event of the Buyer exercising its rights under
                           CLAUSE 17 (Subcontracting) by insisting on the Buyer
                           itself being employed as a subcontractor for the
                           Works or any part thereof, then the Buyer agrees
                           further to waive its right to terminate the Supply
                           Contract for causes arising from, or resulting or
                           connected with services performed by the Buyer in its
                           capacity as subcontractor.

14.      MUTUAL OBLIGATIONS

         a)       Whenever a party anticipates it will not be able to comply
                  with any prescribed timetable or schedule, it shall
                  immediately so inform the other party and submit proposed
                  revisions, which reflect best estimates of what can
                  realistically be achieved, and the Contractor shall continue
                  to work under the original timetable or schedule until
                  otherwise agreed.

         b)       Each party shall diligently and promptly furnish such
                  information as the other party may reasonably request from
                  time to time concerning the other party's timely performance
                  of its obligations under this Agreement. Both parties shall
                  perform their respective obligations under this Agreement
                  promptly at the appropriate time for such performance, or as
                  reasonably requested where no specific time for performance is
                  required.


                                       33
<PAGE>

         c)       Each party shall comply with its obligations specified in this
                  Agreement and in all Annexes.

15.      WORK DIVISION BETWEEN THE CONTRACTOR AND THE BUYER

         a)       The division of responsibilities between the parties with
                  respect to the Implementation of the 3G Network shall be as
                  set out in ANNEX 3.

         b)       Subject to prior consultation and agreement by the Buyer and
                  at the Buyer's sole discretion, the Buyer may allow the
                  Contractor for the purposes of the building of the 3G Network,
                  access and use of, and/or modification to, parts or all of the
                  Existing Network including electrical, structural, antennae,
                  cabling, and other existing material to be used for both the
                  Existing Network and the 3G Network, as such use is
                  technically feasible.

         c)       On written request from the Contractor, the Buyer shall give
                  the Contractor all such requested information that is relevant
                  and available to the Buyer for the purposes of carrying out
                  this Agreement, and which is not confidential or, if
                  confidential, which the Buyer is entitled to pass to the
                  Contractor. If the information is not available, the Buyer
                  shall advise the Contractor of such knowledge (if any) as the
                  Buyer may have of how to obtain the requested information.
                  Where the Buyer does not have the information requested by the
                  Contractor, the Buyer shall use its best efforts to obtain the
                  available information as soon and as complete as possible.)
                  The Contractor shall not be liable for any incorrect or
                  insufficient information received from the Buyer but in
                  circumstances where it is apparent to the Contractor that the
                  information provided by the Buyer is obviously incomplete or
                  incorrect, the Contractor shall raise query with the Buyer and
                  advise the Buyer as to the further information that is
                  required or to be provided.

16.      ASSIGNMENT

         (a)      The Buyer may at any time assign or transfer all of its rights
                  and obligations under this Agreement provided the Buyer shall
                  have given prior written notice of its intention to do so.
                  Prior to such assignment or transfer being effective, the
                  Contractor shall be satisfied that at the time of the intended
                  assignment or transfer, the intended assignee or transferee
                  has the same or better credit standing than the Buyer. Such
                  assignment or transfer shall not be effective unless or until
                  approved by the Contractor whose approval shall not be
                  unreasonably withheld. The Buyer or its parent company shall
                  in any event, if required by the Contractor, provide the
                  Contractor with a parent company guarantee to guarantee that
                  the contractual obligations of this Agreement shall be
                  performed.

         (b)      The Contractor may at any time assign or transfer all of its
                  rights and obligations under this Agreement provided the
                  Contractor shall have

                                       34
<PAGE>

                  given prior written notice of its intention to do so. Prior to
                  such assignment or transfer being effective, the Buyer shall
                  be satisfied that at the time of the intended assignment or
                  transfer, the intended assignee or transferee has the same or
                  better credit standing than the Contractor. Such assignment or
                  transfer shall not be effective unless or until approved by
                  the Buyer whose approval shall not be unreasonably withheld.
                  The Contractor or its parent company shall in any event, if
                  required by the Buyer, provide the Buyer with a parent company
                  guarantee to guarantee that the contractual obligations of
                  this Agreement shall be performed.

17.      SUBCONTRACTORS

         a)       The Contractor may subcontract some or all of its obligations
                  under this Agreement to one or more Subcontractors with the
                  written consent of the Buyer.

         b)       The Buyer may propose and insist (but the Buyer shall not be
                  obliged to do so) that the Buyer be retained as a
                  subcontractor for the carrying out of the Works or any part(s)
                  thereof. In such circumstances, the Buyer shall provide the
                  Contractor with a minimum of twenty-eight (28) days notice of
                  the Works as part thereof to be carried out whereby the
                  Contractor shall retain the Buyer and treat it as an arms
                  length Subcontractor. The provisions of this Agreement
                  relating to subcontracting shall be fully applicable.

         c)       Subject to CLAUSE 17 b) above, subcontracting shall not
                  relieve the Contractor of any of its responsibilities or
                  obligations under this Agreement nor shall it create any
                  contractual relationship between Buyer and any Subcontractor,
                  supplier or agent of the Contractor. The Contractor shall
                  remain fully responsible and fully liable for the acts,
                  omissions, defaults or unsatisfactory performance of any
                  Subcontractor or its employees, servants and agents as fully
                  as if they were the acts, omissions, defaults or
                  unsatisfactory performance of the Contractor or the
                  Contractor's employees, servants or agents irrespective of
                  whether the Subcontractor was subcontracted under CLAUSES 17
                  a) or 17 b) (but subject to CLAUSE 13 above). The Contractor
                  shall, subject to the limitation of liability as set herein,
                  indemnify and keep indemnified the Buyer for and against any
                  expenses or damages caused to the Buyer as a result of any
                  claim or demand against the Buyer by any Subcontractor (other
                  than where the Buyer is acting in the capacity of
                  Subcontractor), supplier or agent.

         d)       To the extent necessary for the performance of a sub-contract,
                  the Contractor may disclose Confidential Information of the
                  Buyer to a Subcontractor provided such Subcontractor is bound
                  by a confidentiality undertaking in terms no less stringent
                  than those contained in this Agreement.

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<PAGE>

         e)       The Contractor shall use best efforts to ensure that any
                  sub-contract it enters into with any third party for the
                  supply of Equipment and Services to the Buyer hereunder shall
                  be assignable to the Buyer. If this Agreement is terminated
                  for cause by the Buyer for breach by the Contractor, the Buyer
                  may request at its discretion, the Contractor to arrange the
                  assignment of any existing sub-contracts to the Buyer and the
                  Contractor shall(pound)<172>where such arrangements can be
                  made(pound)<172>use its best efforts to do so. In the event of
                  such assignment, the Contractor shall comply with all of its
                  financial obligations accrued under the sub-contracts prior to
                  the date of assignment and the Buyer shall be responsible for
                  all financial obligations arising under the sub-contracts from
                  and after the date of assignment.

         f)       All invoices of Subcontractors shall be submitted to the
                  Contractor, which shall be fully responsible for making all
                  payments to all Subcontractors in accordance with the
                  respective agreements between them.

18.      PARTIES' REPRESENTATIVES

         a)       Each party shall ensure that all of its staff involved in the
                  provision of Equipment possess the appropriate skills and
                  experience for the tasks assigned to them at all times.

         b)       Each party shall appoint one key employee as set out in ANNEX
                  4 for the purposes of this Agreement. Each of the employees so
                  listed shall liaise and consult with their counterpart and
                  each party shall provide to the other all necessary
                  information as may be required for the compliance of the
                  parties' obligations hereunder.

                  The parties shall procure that their respective
                  representatives meet a minimum of two (2) times per calendar
                  month from the commencement of the Term to the issue of the
                  PNAC for parties to discuss and minute the progress of their
                  respective obligations hereunder.

         c)       The Buyer's project manager (the "BUYER'S PROJECT MANAGER")
                  shall have the overall authority and responsibility for
                  representing the Buyer in overseeing the provision by the
                  Contractor of the Services. With respect to all related
                  matters, the Buyer's Project Manager shall be authorised to
                  act as the primary point of contact for the Contractor in
                  dealing with the Buyer on all aspects of the Services and to
                  issue all consents and approvals and to make all requests
                  related thereto on behalf of the Buyer. The Buyer may change
                  the Buyer's Project Manager from time to time by providing one
                  (1) month's notice in writing to the Contractor and submission
                  of the curriculum vitae of the substitute.

         d)       The Contractor's project manager (the "CONTRACTOR'S PROJECT
                  MANAGER") shall coordinate the Contractor's overall delivery
                  of the

                                       36
<PAGE>

                  Equipment and Services and shall liaise with the Buyer's
                  Project Manager generally in relation to the provision of the
                  Services. With respect to all related matters, the
                  Contractor's Project Manager shall be authorised to act as the
                  primary point of contact for the Buyer in dealing with the
                  Contractor on all aspects of the Services and to issue all
                  consents and approvals and to make all requests on behalf of
                  the Contractor. The Contractor may change the Contractor's
                  Project Manager from time to time by providing one (1) month's
                  notice in writing to the Buyer and submission of the
                  curriculum vitae of the substitute.

         e)       The Buyer shall have the right by delivering a written notice
                  to the Contractor at any time to reject any key person
                  (including the Contractor's Project Manager) if unqualified,
                  unsuitable, lacking requisite skills or experience, or
                  otherwise unsatisfactory in light of the Buyer's reasonable
                  business needs, without any liability or penalty owed to the
                  Contractor. The Contractor shall use all commercially
                  reasonable efforts to promptly replace such rejected key
                  person with another appropriate person with the requisite
                  skills and experience.

         f)       Neither party shall actively solicit for employment purposes,
                  employees of the other party to work in Hong Kong or Shenzhen,
                  Mainland China, for a period from the Effective Date until
                  three (3) months after the earlier of termination or
                  expiration of this Agreement, where the employees have
                  performed or were or are performing work under this Agreement
                  provided, however, that nothing herein shall restrict or
                  preclude the rights of either party to make general
                  solicitations for employees by use of advertisements in the
                  media (including, without limitation, trade media) or by
                  engaging search firms to engage in solicitations that are not
                  targeted or focused on the employees of the other party and to
                  hire any employees of the other party responding to such
                  solicitations.

19.      FORECAST PROCEDURE, DELIVERY LEAD TIME

         The Forecasting Procedure is defined in ANNEX 5. The Contractor shall
         not reject a Delivery Request unless any terms and conditions contained
         in a Delivery Request materially deviate from the terms and conditions
         of this Agreement. Any delivery dates and milestones in a Delivery
         Request shall be subject to mutual agreement of the Buyer and the
         Contractor.

20.      PRICES

         20.1     GENERAL

                  a)       All prices for Deliverables are calculated on a basis
                           of delivered duty paid (DDP) in accordance with
                           Incoterms 2000, and shall be delivered to Sites or to
                           the switching centres of the Buyer in Hong Kong as
                           the Buyer shall direct. The prices are inclusive of

                                       37
<PAGE>

                           packing, all transportation costs, freight charges
                           and all taxes and duties, which may be imposed in
                           Hong Kong.

                  b)       The prices for Deliverables and Services supplied
                           under this Agreement are set out in ANNEX 2 and ANNEX
                           6. Subject to any and all adjustments as agreed in
                           this Supply Contract including CLAUSES 10 (f)
                           (Superfluous Equipment), 20.2 (Most Favoured
                           Customer) 34.7 (Upgrade Product Credit), the prices
                           for Equipment and Services shall remain unchanged
                           during the Term and Warranty Period.

                  c)       During the Term and the Warranty Period, for material
                           amendments to this Agreement of the scope of contract
                           or the Contractor's Scope of Supply which are not
                           defined in this Agreement, the parties shall
                           negotiate in good faith new prices on the basis of
                           fair market conditions and in line with CLAUSE 20.2
                           (Most Favoured Customer) below for the purposes of a
                           supplemental or a new agreement as the case may be to
                           be entered into between the parties.

                  d)       After the Warranty Period, in the event that the
                           Buyer wishes to purchase additional equipment and/or
                           services for the purposes of expanding the Network or
                           parts thereof, the prices for such additional
                           equipment and/or services shall be negotiated in good
                           faith on the basis of fair market conditions and in
                           line with CLAUSE 20.2 (Most Favoured Customer) below
                           for the purposes of entering into a supplemental or
                           new agreement.

         20.2     MOST FAVOURED CUSTOMER

                  a)       Prices for Deliverables and other related services
                           ordered and supplied at all times from the Effective
                           Date up to and including 21st October 2016, under
                           this Agreement both during and after the Term shall
                           be competitive in the market. The Contractor's
                           charging criteria for equipment and services shall be
                           outlined to the Buyer upon request.

                  b)       *

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21.      PAYMENT

         21.1     GENERAL

                  a)       Payment shall become due and payable in Hong Kong
                           dollars or other currency as may be agreed between
                           the parties.

                  b)       All payments shall be made without set-off or
                           deduction of any kind. In the event of the parties
                           not being able to resolve any dispute in respect of
                           payment on an amicable basis, then the matter shall
                           be referred to arbitration for determination.

                  c)       Payments may be made by the Buyer by drawing down
                           either under the Facilities or by other means
                           acceptable to the Contractor and agreed in writing.

                  d)       Payment shall be made by the Buyer to the account set
                           out in the invoices of the Contractor.

                  e)       The invoice shall be addressed to the address of the
                           Buyer.

                  f)       If the Buyer within fourteen (14) days of receipt of
                           an invoice from the Contractor notifies the
                           Contractor in writing that the Buyer disputes any
                           amount invoiced by the Contractor to the Buyer, then
                           each party shall provide to the other party all
                           information reasonably requested by such other party
                           which it has to support its position regarding the
                           disputed invoice or the disputed portion of the
                           invoice and shall proceed in good faith and in a
                           timely manner to resolve such disputed portion. If
                           the Buyer does not dispute the received invoice
                           within fourteen (14) days from its receipt, the
                           invoice and the respective payment claim shall be
                           deemed accepted. The Buyer's obligation to pay the
                           disputed portion of any invoice shall be suspended
                           for such period of time as is reasonably required to
                           resolve any such dispute; provided, that any disputed
                           amount that is subsequently determined to be payable
                           by the Buyer to the Contractor as of the invoice date
                           shall bear interest at the rate of one-half of one
                           percent (0.5%) per month from the original due date
                           until the date of actual full payment. Payments for
                           any non-disputed invoices or part thereof shall be
                           made within fourteen (14) days from expiry of the
                           fourteen (14) days dispute notification period
                           mentioned herein.

         21.2     In the event of the Contractor having completed as far as
                  possible the Sites and Works for the Project but is not able
                  to complete the balance of the Sites due to the default of the
                  Buyer, then provided that no less

                                       39
<PAGE>

                  than ninety-percent (90%) of the Sites and Works have been
                  completed, and provided the Pilot Network passes the Pilot
                  Acceptance Test, then this shall not prevent the issue of the
                  Pilot Acceptance Certificate and the Pilot Network Acceptance
                  Certificate. Payment to the Contractor in such circumstances
                  shall be made on a pro-rata basis in accordance with the
                  schedule provided in ANNEX 7, provided that the payment due to
                  be made under the schedule in ANNEX 7 shall be made by
                  drawdown under the Facilities. In the event of cash payments
                  being made by the Borrower under the schedule in ANNEX 7, then
                  this provision shall not apply.

         21.3     TAXES

                  a)       The Buyer shall not be responsible for taxes based on
                           the Contractor's income, which shall be the sole
                           responsibility of the Contractor.

                  b)       The Buyer shall assist the Contractor in obtaining
                           customs clearance, if requested.

                  c)       Each party shall support the other party in obtaining
                           any tax exemptions and/or tax relieves achievable in
                           connection with the performance of this Agreement, if
                           any, and shall give all such other assistance as may
                           be reasonably required to avoid or redeem any
                           withholding tax.

                  d)       If under law, the Buyer shall be entitled to deduct
                           withholding tax at the prescribed rate from all
                           payments attributable to software license fees
                           payable to the Contractor under or in connection with
                           this Agreement provided and to the extent that Buyer
                           (i) provides the Contractor with the official
                           receipts issued by the Hong Kong tax authorities
                           evidencing the payment by the Buyer of withholding
                           tax and (ii) the Contractor, is according to a double
                           taxation agreement, entitled to obtain a full refund
                           of the deducted withholding tax in Mainland China. In
                           this connection, the Buyer undertakes that it shall
                           notify the Contractor by writing to the Contractor
                           prior to the reporting and payment of withholding tax
                           to the relevant authority. Prior to the reporting and
                           payment of withholding tax, each party shall support
                           the other party in obtaining any tax exemptions
                           and/or tax relieves achievable in connection with the
                           performance of this Agreement, if any, and shall give
                           all such other assistance as may be reasonably
                           required to avoid or redeem any withholding tax.

22.      APPLICATION OF CREDIT

         *

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23.      DELIVERY

         23.1     DELIVERY MODE

                  a)       The Deliverables to be delivered under this Agreement
                           shall be delivered by the Contractor to the Buyer's
                           Sites or warehouse in Hong Kong, or to such other
                           location as may be mutually agreed between the
                           parties.

                  b)       Upon the receipt of Delivery Request from the Buyer,
                           the Contractor shall deliver to the Buyer the
                           relevant shipping advice setting out in writing all
                           relevant shipping details, including the date the
                           Equipment or other Deliverable is scheduled to
                           arrive, which arrival date shall not be later than
                           five (5) Business Days after the date of delivery of
                           such shipping advice. Upon the Equipment or other
                           Deliverables being delivered to the carrier, a copy
                           of each of the bill of lading/airway bill/forwarder's
                           receipt, commercial invoice and packing list relating
                           to the Equipment or other Deliverables shall be sent
                           to the Buyer. Upon arrival, the Buyer shall inspect
                           the condition and quantity of the Equipment or other
                           Deliverables and shall acknowledge receipt of the
                           same in writing as soon as practicable.

                  c)       The Contractor shall pack and secure the Equipment or
                           other Deliverables and any part thereof in an
                           appropriate manner so as to ensure the protection of
                           such item during transportation to Hong Kong. The
                           Contractor shall replace without charge any item of
                           Equipment or other Deliverables, which is found to
                           have been damaged due to inadequate packing or as a
                           result of transportation.

         23.2     INSURANCE

                  a)       At all times during the Term and Warranty Period, the
                           Contractor shall effect and maintain in force all
                           insurance coverage required by Applicable Laws
                           together with any additional coverage agreed between
                           the parties hereunder as well as coverage which would
                           as a matter of good practice be maintained for a
                           project of this type. Without limiting the generality
                           of the foregoing such insurance shall include:-

                                       41
<PAGE>

                           (i)      for the Contractor's own workers and
                                    employees, employees' compensation or
                                    similar insurance coverage and employer's
                                    liability insurance including common law
                                    liability sufficient to satisfy not less
                                    than the statutory requirements of Hong Kong
                                    and which coverage shall not be more
                                    restrictive than the standard practice;

                           (ii)     insurance covering liability for personal
                                    injury to and/or tangible property
                                    damage/loss of other parties as well as
                                    liability for damage to / loss of all
                                    structures, buildings or property belonging
                                    to the Buyer with a single limit of not less
                                    than HONG KONG DOLLARS FIFTY MILLION
                                    (HK$50,000,000) for claims of injury or
                                    death of any persons or loss of or damage to
                                    property resulting from any one
                                    accident/incident. The Contractor and the
                                    Buyer agree that coverage under this
                                    provision shall be effected and maintained
                                    with insurers as if a separate policy had
                                    been issued to each of the parties and that
                                    the Contractor and the Buyer shall procure
                                    that the insurers waive all rights of
                                    subrogation or action which the insurers may
                                    have or acquire against either the
                                    Contractor or the Buyer;

                           (iii)    comprehensive automobile liability insurance
                                    covering all vehicles and vehicular
                                    equipment owned, hired or in the custody of
                                    the Contractor and complying with relevant
                                    laws with limits not less than the statutory
                                    required limits in Hong Kong;

                           (iv)     insurance with sum insured being not less
                                    than the Contract Price , against all risks
                                    of loss of or damage to the Works (but
                                    excluding equipment and tools owned or hired
                                    by the Contractor and Sub-contractors). Such
                                    all risks insurance shall also provide, (i)
                                    coverage for removal of debris, and (ii)
                                    coverage to insure the full replacement
                                    value of Works whether or not stored on a
                                    Site or on a location of the Buyer or
                                    whether or not under the Buyer's control.

                           v)       transport, transit insurance covering
                                    transport to and from any of the Sites or
                                    other locations of the Buyer including
                                    inland, road, rail, air, waterways and
                                    marine cargo coverage for risks including
                                    without limitation war (other than on land)
                                    in an amount sufficient to cover the
                                    expected highest value of any one shipment.
                                    Coverage under this insurance shall include
                                    Institute Cargo Clauses (A) 1.1.82,
                                    Institute War clauses, London Malicious
                                    Damage clause, and Institute Strikes Clauses
                                    1.1.82 and Institute Cargo War Clauses
                                    1.1.82 or their equivalent.

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<PAGE>

                  b)       All insurance coverage required of the Contractor
                           under this Agreement shall be effected at the
                           Contractor's own cost with a reputable and
                           creditworthy insurer, and shall be endorsed to
                           provide the Buyer with at least thirty (30) days
                           prior written notice of material change. The
                           Contractor will promptly provide the Buyer with
                           evidence of the payment of premiums for all such
                           insurance.

                  c)       i)       With the exception of automobile liability
                                    insurance, the Employees Compensation
                                    insurance shall be effected and maintained
                                    in the joint names with the Buyer. The
                                    liability and all risks insurance shall be
                                    effected and maintained in the joint names
                                    with the Buyer and contractors of all tiers
                                    including coverage of all subcontracted
                                    works. The insurance so arranged shall be
                                    primary to any insurance carried by the
                                    Buyer.

                           ii)      A loss adjuster shall be nominated by the
                                    insurer, the Contractor and the Buyer by
                                    mutual agreement and such agreed loss
                                    adjuster shall be specified and named in the
                                    all risks and third party liability
                                    insurance policies.

                  d)       Erection all risks insurance required pursuant to
                           this CLAUSE 23.2 (iv) shall contain a waiver of
                           subrogation as against the Buyer, and its affiliates,
                           officers and directors.

                  e)       The limits specified herein are minimum requirements
                           and shall not be construed in any way as limits of
                           liability or as constituting acceptance by the Buyer
                           of such responsibility for financial liabilities in
                           excess of such limits. The Contractor shall bear all
                           deductibles applicable to any insurance.

                  f)       If it is judicially determined that the monetary
                           limits of insurance required under this Agreement or
                           of any indemnity voluntarily assumed under this
                           Agreement which the Contractor agrees will be
                           supported either by available liability insurance or
                           voluntarily self-insured, in part or whole, exceeds
                           the maximum limits permitted under the relevant law
                           it is agreed that said insurance requirements or
                           indemnity shall automatically be amended to conform
                           to such monetary limits as may be specified by such
                           law.

                  g)       If the Contractor fails to effect or keep in force
                           any of the insurance required under this Agreement,
                           the Buyer may effect and keep in force any such
                           insurance and pay such premiums as may be necessary
                           for that purpose and from time to time deduct the
                           amount so paid by the Buyer from any money due or
                           which may become due to the Contractor under this
                           Agreement,

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<PAGE>

                           or recover the same as a debt due from the Contractor
                           provided that the Buyer is not in default under this
                           Agreement.

                  h)       Each party shall give the other prompt notification
                           of any claim with respect to any of the insurance to
                           be maintained under this Agreement, accompanied by
                           full details of the events giving rise to such claim.
                           Each party shall afford the other all such assistance
                           as may be required for the preparation and
                           negotiation of insurance claims.

                  i)       The Contractor shall report to the Buyer as soon as
                           practicable all accidents or occurrences resulting in
                           injuries to the Contractor's employees or third
                           parties, or damage to property of third parties,
                           arising out of or during the course of performance of
                           the Contractor's obligations under this Agreement.

                  j)       The Contractor may arrange such levels of
                           deductibles, excesses and self-insurance, as it
                           considers appropriate subject to the Buyer being
                           satisfied at its sole discretion that the Contractor
                           has the financial ability and strength to do so. The
                           Contractor shall keep the Buyer informed at all times
                           of the extent and level to which it is self-insuring.

                  k)       The insurance requirements under this Agreement will
                           remain in place with respect to each of the Network
                           Elements or the Network as the case may be, and will
                           not in any way be diminished or reduced during the
                           Term and Warranty Period.

                  l)       If the Contractor fails to satisfy the requirements
                           of any Applicable Laws relating to safety measures
                           and, as a result, insurance coverage is denied, the
                           Contractor shall nevertheless be fully liable for,
                           and shall fully indemnify and keep fully indemnified
                           the Buyer in respect of, any claims, damages or
                           liabilities resulting from such failure.

                  m)       The Contractor shall obtain and maintain, or require
                           each of its Subcontractors to obtain and maintain,
                           during the time any such Subcontractor is engaged in
                           providing Equipment and Services hereunder, adequate
                           insurance coverage consistent with the requirements
                           in sub-clause a) (i) and a) (iii) herein.

                  n)       i)       It shall be specifically stated in all
                                    insurance policies effected by the
                                    Contractor pursuant to this Agreement that
                                    all coverage shall be subject to the
                                    jurisdiction of Hong Kong.

                           ii)      The Contractor shall furnish the Buyer with
                                    copies of policies of the insurance required
                                    under this Agreement.

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<PAGE>

         23.3     MILESTONES

                  The Implementation Milestones set out in ANNEX 8 shall be both
                  the Contractor's and the Buyer's forecast for the rollout of
                  the Project which shall be subject to change from time to
                  time.

         23.4     DELIVERY TIME FOR DOCUMENTATION AND TESTING EQUIPMENT

                  a)       Delivery of Documentation shall be made within ten
                           (10) days after delivery of the Equipment to which it
                           relates.

                  b)       Testing equipment for the purposes of conducting
                           Acceptance Tests shall be delivered to Sites or to a
                           mutually agreed location in good time for the
                           Acceptance Test.

         23.5     PACKING

                  All Equipment shall be placed at the Buyer's disposal packed
                  in a manner, which is suitable for transport. The Contractor
                  shall promptly after the Equipment has been unpacked and after
                  the Equipment has been tested by the Contractor, remove any
                  packing material from the Site or from the mutually agreed
                  location of the Buyer and dispose of the same without charging
                  the Buyer any extra cost.

         23.6     MARKING

                  a)       All Equipment, packages and crates shall be clearly
                           and directly marked with the Contractor's code number
                           for identification of the items contained in the
                           package or crate. The packing lists shall also state
                           the type and amount of Equipment in which a package
                           or crate contains.

                  b)       The Contractor shall make available to the Buyer in
                           paper or electronic form as required by the Buyer any
                           other identity information of the Equipment which is
                           not covered by the marking information and which is
                           readily available to enable the Buyer's
                           identification of the Equipment.

         23.7     EXPORT AND IMPORT LICENSES

                  a)       The Contractor shall have the full and sole
                           responsibility of applying for and obtaining for any
                           export licenses necessary for the fulfillment of its
                           obligations under this Agreement. The Purchase Order
                           and all Deliverables shall be subject to the
                           provision of required export licenses being granted
                           and there being no other impediments arising from
                           Mainland China/Hong Kong or other applicable export
                           regulations.

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<PAGE>

                  b)       The Buyer shall be responsible for applying for and
                           obtaining any necessary import licenses and other
                           permissions necessary for the import of all Equipment
                           and Deliverables into Hong Kong with full assistance
                           from the Contractor.

                  c)       Each party shall render the other party any
                           reasonable assistance needed in relation to licenses
                           and permissions from appropriate authorities.

         23.8     TITLE, RISK OF LOSS OR DAMAGE

                  a)       Risk of loss or damage to the Equipment, the Network
                           Elements and all Works delivered or supplied by the
                           Contractor under this Agreement shall pass to the
                           Buyer upon the date of the issue of the PNAC in
                           respect of Phase 1 and upon the issue of the
                           respective PAC for Phase 2 and Phase 3.

                  b)       The Contractor shall retain title with respect to
                           each item of Hardware delivered and installed in the
                           Network Elements until full payment of the respective
                           Delivery Request has been made. For the avoidance of
                           doubt, license of Software shall pass to the Buyer
                           upon delivery.

                  c)       The foregoing provisions of this CLAUSE 23 shall in
                           no way either restrict the Buyer's inspection rights
                           pursuant to CLAUSE 8.3 or modify any warranties of
                           the Contractor and its Subsidiaries given under this
                           Agreement.

24.      ACCEPTANCE

         24.1     LEASEHOLD IMPROVEMENTS ACCEPTANCE TEST (LHI AT)

                  i)       A Leasehold Improvements Acceptance Test (LHI AT)
                           shall be carried out to confirm the readiness of a
                           Site for the acceptance of Hardware and Software
                           delivery and for the installation and commissioning
                           of the same:

                           a)       The Contractor shall notify the Buyer in
                                    writing five (5) Business Days in advance of
                                    the date on which a Site is ready for
                                    acceptance.

                           b)       The LHI AT shall be conducted by the
                                    Contractor and the Buyer on each Site in
                                    accordance with the LHI AT specifications
                                    submitted by the Contractor prior to the LHI
                                    AT and approved by the Buyer.

                           c)       If any LHI AT is not completed in accordance
                                    with the LHI AT specifications, the Buyer
                                    shall notify the Contractor in writing with
                                    details of such failure. The Contractor
                                    shall at its own cost and expense use its
                                    best efforts to correct

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<PAGE>

                                    whatever defects or deficiencies causing
                                    such LHI AT not to be completed. After such
                                    correction, the Contractor shall i) repeat
                                    at its sole cost and expense the affected
                                    part of the failed LHI AT; and ii) notify
                                    the Buyer in writing as to what correction
                                    was made and what part of the LHI AT was
                                    repeated.

         24.2     OTHER ACCEPTANCE TESTS

                  i)       The following acceptance tests for the 3G Network
                           shall be carried out:

                           a)       PILOT ACCEPTANCE TEST (PILOT AT) - For Phase
                                    1 only, the Buyer and the Contractor agree
                                    that in addition to the standard acceptance
                                    procedure comprising of Provisional
                                    Acceptance and Final Acceptance, a Pilot
                                    Network Acceptance Test shall also be
                                    performed. Such testing shall be for the
                                    confirmation of completeness of Hardware
                                    delivery, Installation and delivered
                                    functionality among a pre-defined cluster of
                                    network forming the Pilot Network. The
                                    software release for the Pilot Network shall
                                    be proven to be free of Material
                                    Non-Compliances. The Pilot Network shall be
                                    confirmed by the Contractor to be ready for
                                    rollout and in operation;

                           b)       PROVISIONAL ACCEPTANCE TEST (PAT) - For the
                                    confirmation of completeness of Hardware
                                    delivery, Installation and delivered
                                    functionality of all Network Elements.
                                    Individual Network Elements shall be tested
                                    separately and the Buyer shall grant
                                    separate Provisional and Final Acceptance
                                    for each Network Element; and

                           c)       PROVISIONAL NETWORK ACCEPTANCE TEST (PNAT) -
                                    For Phase 1 only, for the confirmation of
                                    completeness of Hardware delivery,
                                    Installation and delivered functionality of
                                    the entire network in Phase 1. All
                                    inter-operability tests (IOT), multi-vendor
                                    integration tests (MVI including 2G and 3G
                                    integration tests and end-to-end service
                                    tests (including all available terminals)
                                    shall pass the PNAT. The Provisional Network
                                    shall be confirmed by the Buyer to be ready
                                    for Commercial Launch.

         ii)      Prior to any of the Acceptance Tests being carried out, the
                  Contractor shall provide the Buyer with the Acceptance Test
                  Specifications and the Buyer shall review such Acceptance Test
                  Specifications within five (5) Business Days from the date of
                  receipt. If the Buyer does not reject such Acceptance Test
                  Specifications in writing within such period, the Acceptance
                  Test Specifications shall be deemed accepted. If the Buyer
                  rejects the Acceptance Test Specifications within the
                  above-mentioned period, the Buyer and the Contractor shall
                  discuss and mutually agree

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<PAGE>

                  the rejected part of the Acceptance Test Specifications within
                  ten (10) Business Days from the date of the Contractors
                  receipt of the rejection.

         24.3     PILOT ACCEPTANCE (PHASE 1 ONLY)

                  a)       Prior to aggressively rolling out the Sites for the
                           3G Network, in addition to the Provisional and Final
                           Acceptance as stated in this CLAUSE 24, the parties
                           agree that the Pilot Network shall be built and
                           tested subject to a Pilot Acceptance Test. The Pilot
                           Acceptance Test shall be performed in accordance with
                           the Acceptance Test Specifications.

                  b)       The Pilot Acceptance Test shall be performed after
                           the Network Elements delivered and installed forming
                           the Pilot Network in Phase 1 have individually
                           achieved Provisional Acceptance.

                  c)       The Pilot Acceptance Test shall be conducted by the
                           Contractor with the assistance of the Buyer if
                           necessary.

                  d)       If the Pilot Acceptance Test conducted by the
                           Contractor demonstrates that no Material
                           Non-Compliance is contained in the tested Pilot
                           Network, the Buyer shall grant Pilot Acceptance for
                           the Pilot Network. If the Pilot Acceptance Test
                           demonstrates that the tested Pilot Network contains
                           Material Non-Compliance and such Material
                           Non-Compliance is not due to default of the Buyer,
                           the Buyer may in its sole discretion grant or reject
                           the Pilot Acceptance for the Pilot Network.

                  e)       If the Pilot Acceptance Test is not completed in
                           accordance with the Pilot Acceptance Test
                           specifications, the Contractor shall notify the Buyer
                           in writing of such failure with details. The
                           Contractor shall at its cost and expense use its best
                           efforts to correct whatever defects or deficiencies
                           caused such Pilot Acceptance Test not to be
                           completed. After such correction, the Contractor
                           shall (i) repeat at its sole cost and expense the
                           affected part of the failed Pilot Acceptance Test and
                           (ii) notify the Buyer in writing as to what
                           correction was made and which Pilot Acceptance Test
                           was repeated.

                  f)       In the event that the Pilot Network fails to pass the
                           Pilot Test within three (3) months from the date on
                           which it first failed the Pilot Acceptance Test, then
                           this shall constitute a substantial breach by the
                           Contractor.

         24.4     PROVISIONAL ACCEPTANCE (ALL PHASES)

                  a)       The Contractor shall notify the Buyer in writing five
                           (5) Business Days in advance of the date on which the
                           Network Element is ready for Provisional Acceptance.

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<PAGE>

                  b)       The Provisional Acceptance Test shall be conducted by
                           the Contractor with the assistance of the Buyer.

                  c)       Each Provisional Acceptance Test shall be carried out
                           by the Contractor in accordance with the Acceptance
                           Test Specifications.

                  d)       If the Provisional Acceptance Test conducted by the
                           Contractor demonstrate that no Material
                           Non-Compliance is contained in the tested Network
                           Element, the Buyer shall grant Provisional Acceptance
                           for such Network Element. If the Provisional
                           Acceptance Test demonstrates that the tested Network
                           Element contains Material Non-Compliance and such
                           Material Non-Compliance is not due to the default of
                           the Buyer, the Buyer may at its sole discretion grant
                           or reject Provisional Acceptance for such Network
                           Element.

                  e)       Any non-compliance in the respective Network Element
                           which has been detected during the Provisional
                           Acceptance Test and which does not prevent
                           Provisional Acceptance shall be listed by the
                           Contractor in a punch list ("PUNCH LIST"). Such Punch
                           List shall be handed over by the Contractor to the
                           Buyer after completion of the Provisional Acceptance
                           Test.

                  f)       If any Provisional Acceptance Test is not completed
                           in accordance with the Acceptance Test
                           specifications, the Contractor shall notify the Buyer
                           in writing of such failure with details. The
                           Contractor shall at its cost and expense use its best
                           efforts to correct whatever defects or deficiencies
                           caused such Provisional Acceptance Test not to be
                           completed. After such correction, the Contractor
                           shall (i) repeat at its sole cost and expense the
                           affected part of the failed Provisional Acceptance
                           Test and (ii) notify the Buyer in writing as to what
                           correction was made and what Provisional Acceptance
                           Test were repeated.

                  g)       In the event that a Network Element fails to pass the
                           Provisional Acceptance Test within three (3) months
                           from the date on which it first failed the PAT and
                           due to reasons for which the Contractor is
                           responsible, then without prejudice to its rights and
                           remedies under this Supply Contract and under law,
                           the Buyer at its sole discretion, may terminate the
                           affected part of the Delivery Request for such
                           Network Element. In such circumstances, the Buyer
                           shall not be obliged to pay the Contractor for that
                           part of the Delivery Request so terminated and if
                           already paid, the Contractor shall provide a full
                           credit to the Buyer in accordance with CLAUSE 22.

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<PAGE>

         24.5     PROVISIONAL ACCEPTANCE (PHASE 1 ONLY)

                  a)       The Contractor shall notify the Buyer in writing five
                           (5) Business Days in advance of the date on which all
                           the Network Elements in Phase 1 are Ready for
                           Provisional Network Acceptance.

                  b)       The Provisional Network Acceptance Test shall be
                           performed after the Critical System (except
                           application platforms marked as exceptional) and
                           after more than 400 Node B have been delivered and
                           installed in Phase 1 (The remaining application
                           platforms and Node B which are delivered and
                           installed after the Provisional Network Acceptance
                           Test shall be subject to the Provisional Acceptance
                           Test).

                  c)       The Provisional Network Acceptance Test shall be
                           conducted by the Contractor with the assistance of
                           the Buyer where necessary.

                  d)       The Provisional Network Acceptance Test shall be
                           carried out by the Contractor in accordance with the
                           Acceptance Test Specifications.

                  e)       If the Provisional Network Acceptance Test conducted
                           by the Contractor demonstrates that no Material
                           Non-Compliance is contained in the tested Network
                           Element, the Buyer shall grant Provisional Network
                           Acceptance for such Network Element. If the
                           Provisional Network Acceptance Test demonstrates that
                           the tested Network Element contains a Material
                           Non-Compliance and such Material Non-Compliance is
                           not due to default of the Buyer, the Buyer may at its
                           sole discretion grant or reject such Provisional
                           Network Acceptance.

                  f)       Any non-compliance in the respective Network Element
                           which has been detected during the Provisional
                           Network Acceptance Test and which does not prevent
                           Provisional Network Acceptance shall be listed by the
                           Contractor in the Punch List. Such Punch List shall
                           be handed over by the Contractor to the Buyer after
                           completion of the Provisional Network Acceptance
                           Test.

                  g)       If any Provisional Network Acceptance Test is not
                           completed in accordance with the Acceptance Test
                           Specifications, the Contractor shall notify the Buyer
                           in writing of such failure with details. The
                           Contractor shall at its cost and expense use its best
                           efforts to correct whatever defects or deficiencies
                           caused such Provisional Network Acceptance Test not
                           to be completed. After such correction, the
                           Contractor shall (i) repeat at its sole cost and
                           expense the affected part of the failed Provisional
                           Network Acceptance Tests and (ii) notify the Buyer in
                           writing as

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<PAGE>

                           to what correction was made and what Provisional
                           Network Acceptance Tests were repeated

                  h)       In the event that the Provisional Network Acceptance
                           Test is not successfully performed within three (3)
                           months after the first failed PNAT and such failure
                           is, due to reasons for which the Contractor is
                           responsible, then this shall constitute a substantial
                           breach on behalf of the Contractor.

         24.6     FINAL ACCEPTANCE

                  a)       The Buyer shall grant Final Acceptance for a Network
                           Element after :-

                           (i)      the issue of the PAC;

                           (ii)     the Contractor has rectified all
                                    non-compliances listed in the Punch List for
                                    such Network Element; and

                           (iii)    the Contractor has delivered to the Buyer
                                    all Documentation required to be delivered
                                    under this Agreement.

                  b)       Final Acceptance shall not be refused solely by
                           reason of a minor and immaterial defect or deficiency
                           in the Network Element if such defect does not affect
                           the performance or Commercial Launch of the Network
                           Element.

                  c)       Final Acceptance by the Buyer of the Network Element
                           shall be without prejudice to the parties' rights and
                           the Contractor's obligations under this Agreement.

         24.7     FINAL NETWORK ACCEPTANCE

                  a)       The Buyer shall grant Final Network Acceptance

                           i)       after the issue of the PNAC; and

                           ii)      the Contractor has rectified all
                                    non-compliances listed in the Punch List
                                    following provisional network acceptance.

                  b)       Final Network Acceptance shall not be refused solely
                           by reason of a minor and immaterial defect or
                           deficiency of the Network Element in Phase 1 if such
                           defect does not affect the performance or Commercial
                           Launch of the Network Element.

                  c)       Final Network Acceptance by the Buyer shall be
                           without prejudice to the parties' rights and
                           obligations under this Agreement.

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<PAGE>

         24.8     ACCEPTANCE CERTIFICATES

                  The following certificates for the 3G Network shall be issued
                  within fourteen (14) days upon successful acceptance testing
                  and upon compliance with the conditions set out in this CLAUSE
                  24:-

                  a)       LHI Acceptance Certificate for a Site following
                           Leasehold Improvements Acceptance Test;

                  b)       Provisional Acceptance Certificate (PAC) following
                           Provisional Acceptance Test;

                  c)       Pilot Acceptance Certificate (Pilot AC) following
                           Pilot Acceptance Test;

                  d)       Provisional Network Acceptance Certificate (PNAC)
                           following Provisional Network Acceptance Test;

                  e)       Final Acceptance Certificate (FAC) after the issuance
                           of the Provisional Acceptance Certificate; and

                  f)       Final Network Acceptance Certificate (FNAC) following
                           issuance of the Provisional Network Acceptance
                           Certificate;

         24.9     COMMERCIAL LAUNCH BEFORE PROVISIONAL NETWORK ACCEPTANCE

                  In the event of Commercial Launch being effected before
                  Provisional Network Acceptance, then in such event, the
                  Network Elements installed and commissioned shall be deemed as
                  having passed the Provisional Network Acceptance Test and the
                  Provisional Network Acceptance Certificate shall be issued in
                  accordance with CLAUSE 24.8 above.

         24.10    DEPLOYMENT BEFORE PROVISIONAL ACCEPTANCE

                  In the event of the Buyer deploying any Network Element by
                  carrying live traffic for more than one month, such Network
                  Element shall be deemed as having passed the Provisional
                  Acceptance Test and the Provisional Acceptance Certificate
                  shall be issued in accordance with CLAUSE 24.8 above.

         24.11    ACCEPTANCE BY THE END OF TERM

                  By the end of the Term, any Equipment which has been delivered
                  to Hong Kong under a Delivery Request but which has not yet
                  been installed shall be shipped to a warehouse designated by
                  the Buyer upon which the Buyer shall issue all acceptance
                  certificates as the Contractor may reasonably require for such
                  Equipment so delivered.

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<PAGE>

25.      TRAINING

         a)       During the Term, the Contractor shall provide Training to the
                  Buyer in accordance with the provisions of ANNEX 11 and such
                  training shall be extended to staff of the Buyer and or to the
                  staff any of its associated or subsidiary companies.

         b)       Following the earlier termination or expiry of the Term, the
                  Contractor shall make available such training to the Buyer for
                  a period of ten (10) years thereafter.

26.      CHANGES

         26.1     GENERAL

                  a)       The parties recognise that there may be a need to
                           alter, amend, add to or otherwise vary ("CHANGE") the
                           Contractor's Scope of Supply under this Agreement by
                           way of Change Order.

                           The Buyer may make a written Change request and the
                           Contractor may make a written Change proposal at any
                           time during the Term.

                  b)       No Change to the Contractor's Scope of Supply shall
                           be effective unless it is authorised and processed in
                           accordance with CLAUSES 27 and 28.

                  c)       In the event of a Change resulting in a price
                           increase or price reduction of Equipment and
                           Services, the parties shall consider and negotiate in
                           good faith the necessity of further Changes to cover
                           the price increase or reduction by future Change
                           Orders. Changes shall not in any event affect the
                           overall value of the Contract Price.

                  d)       Any Change to any part of the Contractor's Scope of
                           Supply other than one agreed in writing by the
                           parties, shall be the sole responsibility of the
                           Contractor and in such event no modification of the
                           Contract Price and/or no extension of time shall be
                           allowed to the Contractor by the Buyer. For the
                           avoidance of doubt, the Contractor shall not
                           implement any Change, which has not been agreed by
                           the Buyer in writing, unless such Change contains at
                           least the same functionality and does not cause any
                           additional operation costs.

27.      CHANGES BY THE BUYER

         27.1     CHANGE ORDERS

                  a)       At any time during the Term, the Buyer shall have the
                           right to request reasonable changes of the Contractor
                           in any aspect of

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<PAGE>

                           the Technical Specifications and Equipment and
                           Services by delivering to the Contractor a written
                           request (a "CHANGE REQUEST"), describing in
                           reasonable detail the desired changes. The Contractor
                           shall evaluate (i) the effect that the Change Request
                           will have on the resources required by the Contractor
                           to implement the requested changes, (ii) the
                           resultant effect, if any, to any of the Network
                           Element or to the overall Network as a result of such
                           proposed changes and (iii) the effect on the prices
                           and delivery times. The Contractor shall deliver to
                           the Buyer a written notice specifying the results of
                           such evaluation (the "CHANGE PROPOSAL") as soon as
                           reasonably feasible following receipt of a Change
                           Request.

                  b)       A Change Proposal shall not become effective unless
                           and until the terms and the extension of time and all
                           other terms as may be affected have been mutually
                           agreed upon by the parties (and the parties shall act
                           reasonably and in good faith in negotiating all such
                           terms) and such terms are reduced to writing and
                           signed by an authorised representative of each party
                           (a "CHANGE ORDER") using a form as shall be agreed by
                           both parties. Any Change Order shall be automatically
                           incorporated as an amendment to this Agreement.

28.      THE CONTRACTOR'S OBLIGATIONS TO PROPOSE CHANGES

         a)       The Contractor shall make reasonable efforts to propose such
                  Changes to the Contractor's Scope of Supply as are advisable
                  in order to:

                  (i)      achieve technical or economical improvements in the
                           Equipment and Services or to implement new
                           technology;

                  (ii)     obtain consents necessary from the authorities in
                           Hong Kong;

                  (iii)    minimise the cost of day to day operation and
                           maintenance of the Network.

         b)       The Contractor will not, without the prior written consent of
                  the Buyer, make any change in any part of the Contractor's
                  Scope of Supply even if the Equipment after the Change shall
                  still comply with the Technical Specifications if such a
                  Change would or might reasonably be expected to be
                  disadvantageous to the Buyer, for instance (but without
                  limitation) by causing an increase in the Contract Price or in
                  the costs of operation.

         c)       The Contractor shall inform the Buyer of any material change,
                  major improvement or development regarding the Equipment, the
                  Network Element and the overall Network as well as related
                  technology that come to the Contractor's knowledge during the
                  Term and the Warranty Period.

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         d)       In the event that improvements in the design of the Equipment
                  result in changes to the quantities of Equipment and/or the
                  substitution of Equipment (hereinafter called "SUBSTITUTE
                  EQUIPMENT"), the implementation of any such change in quantity
                  or the use of Substitute Equipment shall be proposed by the
                  Contractor in written form provided that the following
                  conditions are met:-

                  (i)      the Substitute Equipment shall meet the original
                           requirements as specified in ANNEX 1;

                  (ii)     the Substitute Equipment shall be at least
                           technologically equal or superior to and fully
                           compatible with the original Equipment;

                  (iii)    the Buyer shall not incur any additional cost in
                           agreeing to use the Substitute Equipment or in
                           implementing any change in the quantity of Equipment;
                           and

                  (iv)     the Substitute Equipment shall for all intents and
                           purposes be the Equipment as defined under this
                           Agreement.

         e)       Provided that a Change cannot reasonably be deemed to
                  adversely affect the operation, maintenance, capacity,
                  economic or technical lifetime of the Equipment, or the
                  Contractor's warranties, or the agreed date of delivery or
                  obligations of the Buyer, or any price or terms of payment set
                  out in this Agreement, the Buyer shall not unreasonably
                  withhold or delay its consent to such a Change. Upon
                  clarification of all technical and commercial issues, the
                  Buyer will decide whether it wishes to place the respective
                  Change Order.

29.      PROJECT MANAGEMENT

         a)       The Contractor shall develop and employ a set of techniques
                  that will comprehensively monitor the progress and measure the
                  performance of this Agreement.

         b)       If the Buyer so requires, the Contractor will issue weekly or
                  monthly reports on its project management, its production of
                  Equipment and/or its performance regarding Services.

         c)       The parties shall meet whenever called for by a party to solve
                  technical and/or commercial problems that may arise during the
                  Term. The parties shall as soon as practicable set a timetable
                  for meeting with each party having the right to call
                  additional meetings as may be reasonably required.

         d)       The parties shall establish technical and commercial working
                  groups with dedicated personnel within 28 days of this
                  Agreement coming into effect.

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         e)       The Contractor shall provide to the Buyer a Completion Report
                  with respect to each Network Element on or after the
                  completion date of Provisional Acceptance Test of each Network
                  Element.

30.      THE BUYER'S REVIEW AND APPROVAL

         To the extent that various provisions of this Agreement provide for the
         Buyer to review, comment, inspect, evaluate, recommend or approve, the
         Buyer may do so either (i) itself; or (ii) in conjunction and/or
         consultation with the Contractor. To the extent that this Agreement
         requires the Buyer to submit, furnish, provide or deliver to the
         Contractor any report, notice, Change Order, request or other item, the
         Buyer may in its sole discretion and upon written notice to the
         Contractor designate any engineers or Engineering firm engaged by the
         Buyer to submit, furnish, provide or deliver such items on the Buyer's
         behalf, provided, however, that the Buyer shall not designate any
         direct competitor of the Contractor without the Contractor's prior
         written consent.

31.      QUALITY ASSURANCE

         a)       The Contractor shall meet the quality requirements of ISO
                  9001-2000 and shall upon the written request of the Buyer
                  provide a detailed quality plan pertaining to its performance
                  under this Agreement in accordance with the requirements in
                  the Technical Specifications titled "Quality Assurance".

         b)       Subject to the prior written consent of the Contractor which
                  shall not be unreasonably withheld, the Buyer shall have the
                  right to inspect the Contractor's production of Equipment, the
                  Contractor's performance of the Services, the Contractor's
                  quality management system and its management of customer
                  relations.

         c)       Without prejudice to the Contractor's liability for the
                  negligent or willful acts and omissions of Subcontractors and
                  its suppliers, the Contractor shall use its best endeavours to
                  procure that, subject to the prior written consent of the
                  Contractor, the Buyer shall have the right to inspect all
                  Subcontractors' and all suppliers' production, quality
                  management systems and management of customer relations.

32.      WARRANTY OF EQUIPMENT AND SERVICES

         32.1     The Contractor warrants that:-

                  a)       all Equipment delivered to the Buyer under this
                           Agreement (including any media by means of which any
                           Software is delivered) shall be free and clear of all
                           trusts, liens, encumbrances and other interests of
                           whatever kind and good title shall vest in the Buyer
                           in accordance with the terms of this Agreement;

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                  b)       all Equipment supplied under this Agreement shall be
                           new and free from defective material and faulty
                           workmanship and will during the Warranty Period in
                           all material respects conform to and perform in
                           accordance with the Technical Specifications and all
                           relevant provisions of this Agreement;

                  c)       without limiting the generality of the foregoing, all
                           Equipment supplied hereunder shall during the Term
                           and Warranty Period when installed and commissioned
                           conform to and perform in all material respects in
                           accordance with Technical Specifications and all
                           relevant provisions of this Agreement;

                  d)       it has all necessary rights, licenses, powers,
                           permissions and authorities to enter into this
                           Agreement, to perform all of its obligations
                           hereunder and to grant the licenses herein and that
                           the use and possession of the Equipment by the Buyer
                           shall not infringe the intellectual property rights
                           of any third party in Hong Kong;

                  e)       in the event of the Buyer's 3G Network demands having
                           not reached the capacity "through put" by the end of
                           the Warranty Period, the Contractor's guarantee in
                           respect of capacity as stated in the Technical
                           Specifications shall be extended without additional
                           cost to the Buyer until the earlier of (i) the date
                           on which the Buyer's 3G Network demands reaches the
                           relevant capacity "through put" or (ii) two (2) years
                           after the Extended Warranty Period of Phase 1;
                           whichever is the sooner;

                  f)       all services including the Services performed by the
                           Contractor under this Agreement shall during the Term
                           and Warranty Period conform with the Technical
                           Specifications and shall be carried out in accordance
                           with best industry practice, all Applicable Laws and
                           the Buyer's reasonable directions using all
                           reasonable skill and care and shall be free from
                           defects in workmanship;

                  g)       during the Term and Warranty Period, any defects due
                           to the default of the Contractor of any Equipment or
                           Services of the same shall be replaced or repaired at
                           no additional cost, and in the event of replacement,
                           the replacement of Equipment shall be fully
                           functioning. In any event, during any of the above
                           periods, the Contractor shall replace any defective
                           Hardware with fully functioning Hardware within five
                           (5) business days of being notified by the Buyer to
                           do so notwithstanding that the defect may be
                           repaired;

                  h)       during the Term and Warranty Period, any Equipment
                           which is replaced due to evolution of technology
                           pursuant to CLAUSE 12, shall be new;

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                  i)       the commitment stated in the "Contractor's reply to
                           Buyer's System Requirement (June 2003 Version) and
                           subsequent clarification documents during
                           July/August/September 2003" ("JUNE 2003 COMMITMENT")
                           full details of which are set out in the Technical
                           Specifications ANNEX 1; and

                  j)       the comprehensive 3G features/functions of Core,
                           Access and Application/solution in accordance with
                           the package provided by the Contractor to the Buyer
                           in December 2003, full details of which are set out
                           in the Technical Specifications ANNEX 1.

                  Without prejudice to the terms and conditions of the
                  Maintenance Services set out in ANNEX 10, unless the
                  Contractor elects to repair or replace defective Equipment at
                  the Site at which it is installed or to be installed, all
                  Equipment to be repaired or replaced, whether in or out of
                  Warranty Period, shall be promptly collected by the Contractor
                  at its expense upon notification by the Buyer. Replacement
                  Equipment shall be returned to the Buyer and installed, if
                  required, at the Contractor's expense and risk of loss within
                  a reasonable period of time.

         32.2     SOFTWARE WARRANTY

                  The Contractor warrants that:-

                  a)       it has all necessary rights, licenses, powers and
                           authorities to enter into this Agreement to perform
                           all of its obligations hereunder and to grant the
                           licenses herein and that the use and possession of
                           the Software by the Buyer shall not infringe the
                           intellectual property rights of any third party in
                           the Territory;

                  b)       Software supplied by the Contractor under this
                           Agreement (whether developed by the Contractor or
                           procured by the Contractor from a third party
                           supplier), including all updates, upgrades and
                           revisions shall when delivered to the Buyer and
                           installed by the Contractor and operated in
                           accordance with the terms and conditions of this
                           Agreement be free from defects which materially
                           affect the use of such Software in accordance with
                           the Technical Specifications and other relevant
                           provisions of this Agreement. If during the Term and
                           Warranty Period any Software fails to function in
                           accordance with the Technical Specifications, the
                           Buyer's remedies shall be for the Contractor to
                           correct such failure either through the replacement
                           or modification of the Software or such other actions
                           as the Contractor reasonably determines to be
                           appropriate as soon as practicable after receiving
                           notice of the failure from the Buyer;

                  c)       during the Warranty Period of the Software, it shall
                           provide to the Buyer free of charge any Fixes
                           released by the Contractor to any of its other
                           customers worldwide; and

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                  e)       the Software shall not contain a lock-up programme
                           which is designed by the Contractor to deliberately
                           lock-up the Software in any way or which provides an
                           unauthorised third-party with access to the Software.
                           The Contractor further warrants that (i) during the
                           Installation of Software it shall take reasonable
                           steps to protect the Software against viruses, and
                           devices that could disrupt or disable a computer
                           system or any of its components, and (ii) it shall
                           not under any circumstances, including enforcement of
                           a valid contract right, install or trigger a lock-up
                           programme or device which in any manner interferes
                           with the Buyer's use of the Software or operation of
                           the Network, or any part thereof. The Buyer's
                           remedies under this clause shall include for the
                           Contractor to correct such failure or eliminate such
                           programme or device and to repair, replace or modify
                           the relevant Software.

         32.3     CIVIL WORKS WARRANTY

                  a)       The Contractor warrants that the Civil Works shall be
                           carried out with diligence in a workman like manner
                           and in accordance with industry best practice and
                           shall be free from defects and during the Term and
                           Warranty Period shall comply with the applicable
                           clauses of the Technical Specifications and all
                           relevant provisions of this Agreement.

                  b)       Where applicable, the Contractor shall make
                           reasonable efforts to obtain warranties from its
                           Subcontractors on the best possible terms, both in
                           terms of scope and length of coverage.

                  c)       The Buyer's remedies hereunder shall include the
                           repair, at the Contractor's cost, of any defective
                           Civil Works. If the Contractor is in material breach
                           in performing the Civil Works the Buyer shall be
                           entitled to engage its own subcontractor to complete
                           or repair the defective Civil Works at the cost and
                           liability of the Contractor, provided that the
                           Contractor has not commenced to cure or remedy the
                           defects within fourteen (14) days of receiving
                           written notice thereof from the Buyer or has not
                           continued diligently to attempt to cure or remedy
                           after so commencing.

                  d)       The warranties of the Contractor herein shall be
                           deemed to apply to all Works and Services performed
                           by any Subcontractor as though the Contractor had
                           itself performed such Works or Services.

         32.4     MAINTENANCE AND SUPPORT AND TRAINING (POST WARRANTY)

                  a)       The Contractor shall make available Maintenance and
                           Support services and training for all Phases for a
                           period of ten (10) years from the expiry of the
                           Warranty Period . Details and terms of the
                           Maintenance and Support services and training shall
                           be agreed

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                           between the parties, but in any event, such terms
                           shall not be less favourable than the level of
                           service standards and costs provided under this
                           Agreement and as set out in ANNEX 10 and ANNEX 11.

                  b)       The Buyer shall be entitled to align the periods of
                           Maintenance and Support for all Phases following the
                           expiry of the Warranty Period.

                  c)       For the avoidance of doubt, maintenance services
                           provided within the Warranty Period and the Extended
                           Warranty Period are fully included in the Contract
                           Price.

33.      WARRANTY PERIOD

         i)       The Contractor warrants that the Equipment and the Services
                  shall at all times during the Term and Warranty Period conform
                  to the Technical Specifications and all provisions of this
                  Agreement. The Warranty Period:-

                  -        other than for LHI Works, for Phase 1 shall be
                           eighteen (18) months from the date of the issue of
                           PNAC plus the Extended Warranty Period; and

                  -        other than for LHI Works, for Phases 2 and 3
                           respectively shall commence on 1st January following
                           the issue of PAC of each Network Element for a period
                           of twelve (12) months. The period between the actual
                           issuance of the PAC and the 1st January following
                           shall not be taken into account in the calculation of
                           the twelve (12) months warranty, but the Contractor
                           notwithstanding the same, shall provide the same
                           level of service as required of the Contractor during
                           the Warranty Period.

         ii)      for LHI Works shall be ninety (90) days from the issuance of
                  the LHI AC;

         iii)     Any lack of conformity with the Technical Specifications
                  during the Warranty Period, and any other defect, deficiency
                  or malfunction that is due to design, construction,
                  manufacture, workmanship or materials, and which appear during
                  the Warranty Period shall be rectified by the Contractor
                  without additional charge.

         iv)      During the Warranty Period and the Extended Warranty Period,
                  all maintenance services shall be provided by the Contractor
                  at the service level specified in ANNEX 10.

         v)       The Warranty Period of all Network Elements that pass the
                  Provisional Acceptance Test in year 2006 or later shall start
                  from the date of their respective PAC and shall end on
                  December 31st of the next calendar year.

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         vi)      The Warranty Period for one or more of the Phases may extend
                  beyond the Term.

         vii)     Performance of the Contractor's obligations under the Warranty
                  shall not extend the Warranty Period but any Equipment,
                  Services, Civil Works or Constructions Works repaired,
                  replaced or corrected during the Warranty Period shall
                  continue to be warranted for the remainder of the Warranty
                  Period.

34.      CORRECTIVE MEASURES DURING THE WARRANTY PERIOD

         34.1     HARDWARE

                  a)       If during the Warranty Period a defect appears in any
                           Hardware, the Contractor shall at its own cost and
                           expense correct such defect or otherwise repair or
                           replace the defective Hardware within a reasonable
                           time scale.

                  b)       Unless repaired at or replaced at the Site of the
                           Buyer, the Contractor shall collect at its own
                           expense the defective Hardware or parts thereof. The
                           Buyer shall provide a detailed failure report to the
                           Contractor together with the defective Hardware or
                           parts thereof. The Contractor shall return at its
                           cost and expense the repaired or replacement Hardware
                           to the address notified by the Buyer and to reinstall
                           the same if required by the Buyer.

         34.2     SOFTWARE

                  a)       During the Warranty Period, in the event that the
                           Software is found materially not to perform in
                           conformity with the Technical Specifications, the
                           Contractor shall at its own cost and expense correct
                           such defects or replace the defective Software,
                           provided that the Buyer notifies the Contractor of
                           the non-conformity promptly after becoming aware of
                           it. Any other failure of the Software to perform with
                           the Technical Specifications will during the Warranty
                           Period be rectified by the Contractor with the Fixes
                           to be provided by the Contractor to Buyer.

                  b)       During the Term and Warranty Period, Documentation
                           relating to Software corrections and replacement
                           Software will be furnished to the Buyer free of
                           charge.

         34.3     CIVIL WORKS

                  In the event of a breach of the Warranty in CLAUSE 32, the
                  Buyer shall immediately notify the Contractor in writing to
                  correct the deficiencies. The Contractor shall during the
                  Warranty Period as soon as practicable at its own cost take
                  corrective measures to eliminate such deficiencies

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                  by correcting and/or re-undertaking the respective parts of
                  the Services and Works.

         34.4     SYSTEMATIC FAULTS

                  If at any time during the Warranty Period a Systematic Fault
                  occurs in any Hardware, the Contractor shall replace as soon
                  as possible at its own expense not only the Hardware in which
                  the Systematic Fault occurred but also other Hardware of the
                  same type delivered and / or implemented in the respective
                  Network Element. For the purposes of this CLAUSE 34.4,
                  "SYSTEMATIC FAULT" means a defect with an identical root cause
                  which occurs in more than ten-percent (10%) of a specific type
                  of Hardware delivered. A Systematic Fault shall be a prima
                  facie indication of fault in the Contractor's design,
                  construction, manufacture, workmanship or materials.

         34.5     TIME FOR TESTING AND REPAIR DURING THE WARRANTY PERIOD

                  a)       The Contractor shall use its best efforts to minimise
                           the period of time that any part of the Equipment and
                           the Network Element is out of service for testing and
                           repair. The Buyer agrees to cooperate with the
                           Contractor to facilitate the Contractor's repair
                           activity.

                  b)       In connection with the Contractor's obligation under
                           CLAUSE 32, the Buyer shall:-

                           (i)      perform routine database backups to assist
                                    the Contractor with system recovery in the
                                    event of a system outage;

                           (ii)     shall notify the Contractor as soon as
                                    practicable of any defective Equipment
                                    and/or Software for repair or replacement
                                    and the Contractor shall immediately
                                    thereafter arrange for dispatch or
                                    collection of the same; and

                           (iii)    provide the Contractor upon request with a
                                    remote modem access port to the Buyer's
                                    System in order to facilitate system problem
                                    investigation.

                  c)       The obligations and remedies under CLAUSES 32 to 34
                           shall be conditional upon:-

                           (i)      the Equipment not having been altered or
                                    repaired;

                           (ii)     the Software not having been modified except
                                    as permitted under this Agreement;

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                           (iii)    the Equipment not having been installed
                                    outside Hong Kong;

                           (iv)     any defect or non-conformity not being the
                                    result of mishandling, abuse, misuse,
                                    improper storage, improper performance of
                                    Installation, other services, maintenance or
                                    operation by any party other than the
                                    Contractor (including use in conjunction
                                    with any product which is incompatible with
                                    the applicable Equipment or Software or of
                                    inferior performance), and/or any error, act
                                    or omission of the Buyer;

                           (v)      the Equipment not having been damaged by any
                                    Force Majeure Event;

                           (vi)     any defect or non-conformity not being the
                                    result of failure to comply with all
                                    applicable environmental requirements for
                                    the Network Element specified by the
                                    Contractor or any other applicable supplier,
                                    such as but not limited to temperature or
                                    humidity ranges; or

                           (vii)    performance not being prevented by a Force
                                    Majeure Event; and

                           (viii)   verbal notice of the defect followed
                                    promptly by written notice, including all
                                    pertinent details, test results, tapes and
                                    other evidence surrounding the occurrence of
                                    such defect, having been given to the
                                    Contractor within the Warranty Period.

                  d)       The Contractor shall make reasonable efforts to
                           obtain similar or like warranties from its
                           Subcontractors as those provided by the Contractor to
                           the Buyer for the duration of the Term and Warranty
                           Period.

                  e)       The Contractor shall bear all the costs of each
                           repair or replacement due to defect or deficiency (as
                           the case may be) required during the Warranty Period
                           with no additional cost or charge to the Buyer. Costs
                           shall include but not be limited to the costs of
                           making a repair, the cost of components, equipment or
                           materials requiring replacement, the cost of any
                           additional equipment necessary to effect the repair,
                           the cost of labour and Engineering assistance or
                           development required to make the repair and all
                           necessary associated costs such as, but not limited
                           to, taxes, shipping and customs and the costs of
                           services that may be required to make the repair.

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         34.6.    SPARES WARRANTY

                  a)       The Contractor warrants that it is able to supply and
                           shall supply upon the Buyer's request with spare
                           parts, or equivalent replacement parts, or substitute
                           parts with an equal or greater level of functionality
                           that maintains backwards compatibility for the repair
                           and maintenance of Equipment delivered for a period
                           up to ten (10) years from the expiration of the Term.
                           Such parts shall be provided at reasonable prices at
                           the time of delivery and the "Most Favoured Customer"
                           provision in CLAUSE 20.2 shall be applicable if after
                           the ten (10) year period above, the Contractor
                           intends to stop manufacturing any of the spare parts,
                           equivalent replacement parts, or substitute parts,
                           the Contractor shall inform the Buyer of its
                           intention at least twelve (12) months in advance.

                  b)       During the Warranty Period, the Contractor shall
                           maintain a "critical" spares pool, which shall
                           contain in the view of the Contractor and the Buyer
                           critical Spare Parts for the 3G Network, which shall
                           be agreed by both parties prior to the commencement
                           of the Warranty Period. Such critical spares pool
                           shall be located inside or in the proximity of the
                           Buyer's premises for easy and immediate access.

                  c)       During the Warranty Period, the Contractor shall
                           provide any Spare Part required by the Buyer
                           expeditiously upon such Spare Part being required.

         34.7     UPGRADE PRODUCT CREDIT

                  a)       *

                  b)       The product credit granted to the Buyer from the
                           Contractor shall be used exclusively for the purpose
                           of reducing the net

--------------------------------------------------------------------------------
[*]      Certain information on this page has been omitted and filed separately
         with the Securities and Exchange Commission. Confidential treatment has
         been requested with request to the omitted portions.

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                           price payable by the Buyer to the Contractor for
                           equipment and products. The Buyer shall use such
                           product credit in accordance with CLAUSE 22
                           (Application of Credit).

         34.8.    PRODUCT DEVELOPMENT PARTNERSHIP

                  a)       The Contractor and Buyer agrees to cooperate together
                           in the development and enhancement of products and
                           new services applications:

                  b)       The Contractor shall dedicate research and
                           development resources on Core, Access and
                           application/solution for the cooperation arrangement
                           and to assign a key person to interface with the
                           Buyer for the collecting of new service request
                           requirements and delivering solutions;

                  c)       The Contractor shall formulate a formal request
                           procedure for new services to be mutually agreed by
                           the Contractor and the Buyer; and

                  d)       The Contractor shall provide the UMTS laboratory with
                           testing platforms and handsets for new service
                           verification.

         34.9     GENERAL

                  a)       The Buyer shall notify the Contractor in writing of a
                           defect not later than fourteen (14) days from the
                           date on which the Buyer becomes aware of it. Notices
                           of defects and requests for Corrective Measures
                           shall, at the discretion of the Buyer be made by
                           facsimile, e-mail or letter.

                  b)       The Contractor shall have no liability or
                           responsibility arising out of:

                           (i)     damage to or loss of Hardware, Software,
                                   Civil Works caused by a Force Majeure Event
                                   which occurs after the time when the risk of
                                   loss and damage has passed to the Buyer or is
                                   caused by an act or omission of the Buyer; or

                           (ii)     deviations from the requirements of this
                                    Agreement that are caused by the Buyer or
                                    any third party acting on the express
                                    instructions of the Buyer, in particular, by
                                    changes, repairs or replacements contrary to
                                    instructions contained in Documentation; or

                           (iii)    breaches of warranties of which the Buyer
                                    has not notified the Contractor during the
                                    Warranty Period, or

                           (iv)     deviations from the requirements of this
                                    Agreement that are caused by non-fulfillment
                                    of the Buyer's obligations.

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                  c)       The Buyer shall during the Warranty Period keep
                           records of events that might be of importance for
                           determining the type of defect which arose, the time
                           of occurrence, the notification and the curing
                           thereof. The Buyer shall make such records available
                           to the Contractor on request.

                  d)       The Contractor warrants a continuous supply of the
                           same type and/or an up-to-date version of Equipment
                           and Software for future network expansion, spare
                           parts as well as the information and/or documents
                           necessary for the 3G Network for at least ten (10)
                           years after the expiration or earlier termination of
                           the Term.

35.      DELAY

         35.1     OF THE CONTRACTOR

                  a)       In the event of delay by the Contractor to perform
                           its obligations due solely to the default of the
                           Contractor, then upon notification by the Buyer, the
                           Contractor shall have a period of thirty (30) days
                           within which to cure or remedy the same failing
                           which, the Buyer shall be entitled to liquidated
                           damages subject to proof for each complete week of
                           delay in the amount of * of the price of the Network
                           Element affected and the associated Civil Works up to
                           a maximum of * of the said price. Such events of
                           delay shall include but shall not be limited to:-

                           i)       breach of the Contractor's obligations under
                                    CLAUSE 8 [other than breaches under CLAUSE
                                    8.1 e) IOT and 8.1 w) System Reliability];

                           ii)      where the agreed Ready for Provisional
                                    Acceptance dates are exceeded due to causes
                                    directly and solely attributable to a delay
                                    in the performance of any of the
                                    Contractor's obligations under this
                                    Agreement; and

                           iii)     where the Provisional Acceptance Test is
                                    unsuccessful due solely to the Contractor,
                                    the date for Ready for Provisional
                                    Acceptance shall be deemed not to have been
                                    met. In such circumstances, the delayed
                                    period shall be counted up to the actual
                                    date when the Network Element concerned has
                                    been again notified by the Contractor as
                                    being Ready for Provisional Acceptance.

                  b)       The Contractor's liability for liquidated damages for
                           delay shall not apply to any part of the 3G Network
                           which has been Commercially Launched and shall
                           continue only for those part(s) of the 3G Network not
                           Commercially Launched.

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                  c)       The liquidated damages shall be to the exclusion of
                           any other rights, remedies and damage claim of the
                           Buyer in respect of the Contractor's delay in the
                           performance of any of its obligations under this
                           Agreement. However, the Buyer shall be entitled to
                           terminate the Delivery Request if the maximum
                           liquidated damages under CLAUSE 35.1 have been
                           reached.

                  d)       The payment of liquidated damages shall not relieve
                           the Contractor from the obligations to install the
                           Network Elements or part thereof or from any other
                           liabilities arising from provisions of this
                           Agreement.

         35.2     OF THE BUYER

                  In the event of delay under this Agreement caused by the
                  Buyer, subject to proof by the Contractor, the Buyer shall be
                  responsible for any cost, direct loss or damage arising from
                  such delay. The remedy of such loss or damage shall not
                  relieve the Buyer from any other liabilities arising from
                  other provisions of this Agreement.

36.      INTELLECTUAL PROPERTY RIGHTS

         a)       Except as provided, and subject to the conditions and
                  limitations stated, in this Clause the Contractor shall have
                  the right to defend or, at its option, settle at its own
                  expense any claim, suit, action or proceeding brought against
                  the Buyer by a third party to the extent it is based on any
                  infringement or alleged infringement of intellectual property
                  rights owned by such third party such as, but not limited to,
                  patents, utility models, design patents, trade marks,
                  copyrights or mask work rights owned by third parties (but
                  excluding those patents or other Intellectual Property Rights
                  that relate to a Standard, as defined below), in any Equipment
                  supplied to the Buyer by the Contractor under this Agreement
                  ("CLAIMS").

                  "STANDARD" means any technical specification that is
                  distributed, published or otherwise made available by any
                  consortium, standards organization, special interest group or
                  similar entity, for the purpose of widespread industry
                  adoption.

         b)       The Contractor shall indemnify and keep fully indemnified the
                  Buyer and hold the Buyer harmless against all direct damages,
                  liabilities, costs and reasonable attorney fees finally
                  assessed by a court of competent jurisdiction against the
                  Buyer under any Claims or agreed upon in a settlement. The
                  Buyer shall use its best efforts to take all reasonable steps
                  to cooperate with the Contractor in the Contractor's efforts
                  to mitigate any potential damages, liabilities, costs and
                  expenses incurred by the Contractor.

         c)       The Contractor shall only be obliged to indemnify as set out
                  above if the Buyer has given the Contractor prompt written
                  notice of any alleged

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                  or threatened Claims, full and exclusive authority to defend
                  and settle such Claims and all reasonable assistance and
                  information as may be requested by the Contractor.

         d)       If, as a result of a Claim, the Buyer becomes enjoined or it
                  is likely, in the Contractor's opinion, that the Buyer shall
                  become enjoined from using the Equipment or any of it, the
                  Contractor shall:-

                  (i)      procure as soon as possible for the Buyer the right
                           to use the Equipment or if not possible;

                  (ii)     provide the Buyer as soon as possible with a
                           non-infringing replacement product or modify the
                           Equipment so that it becomes non-infringing, provided
                           that the replacement product or modified Equipment
                           meets substantially the same functional
                           specifications as the Equipment that has been
                           replaced or modified; or

                  (iii)    if none of the foregoing alternatives are available
                           upon return of the infringing Equipment at the
                           Contractor's request and without prejudice to the
                           Buyer's rights and remedies under law, refund to the
                           Buyer the Contract Price actually paid, less an
                           amount to be reasonably determined by the parties to
                           reflect the use of the infringing Equipment.

         e)       The Contractor shall have no obligation to indemnify the Buyer
                  with respect to any Claims arising out of or relating to
                  either:-

                  (i)      use or incorporation in any Equipment of any design,
                           technique, modification (including adaptations) or
                           specification furnished by the Buyer, or

                  (ii)     the combination with or incorporation into the
                           Equipment or elements thereof with any other
                           equipment, product, software or subassembly not
                           supplied by the Contractor if such infringement would
                           not have occurred without such combination or
                           incorporation.

         f)       The Buyer shall defend, indemnify and hold the Contractor
                  harmless against any and all claims arising out of the
                  infringement of any third party rights by the Buyer's designs,
                  techniques, modifications, specifications, combinations of
                  Equipment with other equipment, products and software.

         g)       The provisions in this Clause state the entire liability of
                  the Contractor and the remedy of the Buyer with respect to
                  infringement of any intellectual property rights, either
                  statutory or express or implied, including but not limited to
                  any patent rights, copyrights, moral rights, trade secrets,
                  trade names, service marks, know-how and any other similar
                  rights or intangible assets recognized under any laws or

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                  international conventions, and in any country or jurisdiction
                  in the world as intellectual creations to which rights of
                  ownership accrue, and all registrations, applications,
                  disclosures, renewals, extensions, continuations or reissues
                  of the same now or hereafter in force.

37.      SOFTWARE LICENSE & USAGE

         a)       The Contractor grants to the Buyer a non-exclusive,
                  non-transferable, perpetual license (except as otherwise
                  provided for herein) to use the Software for the operation of
                  the 3G Network in the Territory and to use the Documentation
                  relating to the Software for such above mentioned purposes for
                  as long as the 3G Network or any part thereof is being used
                  and operated by the Buyer or its Subsidiary.

         b)       The Buyer shall be entitled to make back-up copies of each
                  item of the Software. The back-up copies may only be used to
                  replace the original Software if the original Software is
                  inoperable. The Buyer shall keep records on the storage of
                  such back-up copies and present such records to the Contractor
                  on request. All copyright and other proprietary notices and
                  legends placed on the Software supplied by the Contractor
                  shall be maintained and reproduced by the Buyer on any full or
                  partial back-up copies produced by the Buyer.

         c)       The Buyer acknowledges that the Software and the Documentation
                  contain valuable confidential and proprietary information and
                  trade secrets of the Contractor or its licensors, which have
                  not been published or otherwise placed in the public domain.
                  The Buyer shall treat and protect the Software and the
                  Documentation in the same manner as it would treat and protect
                  its own confidential information and shall make it accessible
                  only to those of its employees who have a reasonable need to
                  know and who are bound to confidentiality by their employment
                  contracts or otherwise and shall not, without the Contractor's
                  prior written consent, disclose any details of the Software or
                  the Documentation to unauthorized third parties. The Buyer's
                  obligations hereunder shall not extend to any information or
                  data relating to the Software, which are now available to the
                  public or become available by reason of acts or omissions not
                  attributable to the Buyer.

         d)       Notwithstanding any other provision of this Agreement, title
                  in and to the Software and the Documentation, including but
                  not limited to, all copyright, patent, trade marks, trade
                  secrets and any other industrial or intellectual property
                  rights shall remain vested in the Contractor or its licensors.

         e)       The Buyer shall not be entitled to modify, reverse engineer,
                  reverse compile or disassemble the Software without prior
                  written approval of the Contractor.

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         f)       The Software may contain freeware, shareware or open source
                  software obtained by the Contractor from a third party source.
                  The Contractor has paid no license fee for the inclusion of
                  any such freeware, shareware or open source software, and no
                  license fee is charged to the Buyer for its use. The Buyer
                  acknowledges and agrees that the Contractor provides no
                  warranties and shall have no liability whatsoever in respect
                  of the Buyer's possession and/or use of the freeware,
                  shareware or open source software. Regarding such portions of
                  the Software, the Buyer hereby accepts the specific license
                  conditions either being part of the Documentation or
                  accompanying the Hardware ("OPEN SOURCE CONDITIONS"). Upon
                  request of the Buyer, the Contractor is prepared to provide
                  the Buyer with a copy of the source code of the open source
                  software. To the extent there is a conflict between this
                  Agreement and the Open Source Conditions, the terms of the
                  Open Source Conditions shall take precedence over the terms
                  and conditions of this Agreement with regard to the subject
                  matter of the Open Source Conditions.

         g)       The Buyer may, at no additional charge at any time, transfer
                  the right to use the Software together with the respective
                  designated Hardware for the operation of the 3G Network with
                  prior written consent from the Contractor, which shall not be
                  unreasonably withheld, provided the transferee shall be bound
                  by Software license provisions of this Agreement. For the
                  avoidance of doubt, the Buyer shall be entitled to transfer to
                  SUNDAY the right to use the Software as set out in this clause
                  WITHOUT the prior written consent of the Contractor.

         i)       The Contractor shall promptly inform the Buyer in writing of
                  new commercialized versions of the Software together with the
                  corresponding Documentation, which may be produced and be
                  available from time to time.

         j)       The Contractor shall promptly inform the Buyer in writing of
                  any facts or opinions of which the Contractor becomes aware
                  and which are likely to be relevant in relation to the
                  commercial exploitation of the Software and which are
                  advantageous or disadvantageous to the interests of the Buyer.

         k)       The Contractor shall promptly provide the Buyer with necessary
                  information and assistance hereunder in respect of any
                  modified, enhanced or replacement version of or addition to
                  the Software.

         l)       The Contractor shall provide training and support services for
                  the Software as particularised in ANNEX 11 (Training) and
                  ANNEX 10 (Maintenance Service Level During Warranty Period and
                  Extended Warranty Period).

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38.      ESCROW AGREEMENT

         The parties agree that within fourteen (14) days after the Buyer's
         written request, the Contractor shall execute, with the National
         Computing Centre in England (the "ESCROW AGENT"), the Escrow Agent's
         standard form escrow agreement (together with such amendments as the
         parties may agree and the Escrow Agent accepts) (the "ESCROW
         AGREEMENT") and that, in accordance with the terms of the Escrow
         Agreement, the Contractor shall deposit with the Escrow Agent a
         complete copy of the Source Code in the required format and with all
         relevant documentation and information within sixty (60) Business Days
         of execution of the Escrow Agreement. No later than sixty (60) Business
         Days following the release of any new version of the Software (or any
         part of it) to the Buyer, the Contractor shall deposit with the Escrow
         Agent a copy of the Source Code relating to such new version. The
         Contractor expressly agrees with the Buyer to comply with the
         provisions of the Escrow Agreement.

39.      CONFIDENTIALITY

         Both the Buyer and the Contractor undertake to keep confidential with
         respect to third parties with the same degree of care with which they
         treat and protect their own proprietary information, but no less than
         reasonable care, any Confidential Information whether disclosed
         verbally, in documentary or other material form by demonstration or
         otherwise, furnished and transmitted by one party to the other under
         this Agreement. The parties' undertakings of confidentiality apply both
         during the Term and for a period of five (5) years following the
         expiration of the Warranty Period.

40.      COMPLIANCE WITH LAW AND REGULATIONS

         a)       The Contractor represents that it and its employees will not
                  violate any Applicable Laws in the course of performing the
                  Contractor's obligations under this Agreement.

         b)       Without limiting the foregoing, the Contractor shall subject
                  to the work split as agreed in ANNEX 3 in particular:

                  (i)      give all notices required under any written law or
                           regulation in force in Hong Kong in relation to the
                           fulfillment of its obligations under this Agreement;

                  (ii)     ensure that implementation complies in all respects
                           with the requirements of:

                           (a)      any public or private utility to be
                                    involved;

                           (b)      any applicable labour law or regulation;

                           (c)      the environmental authorities of Hong Kong;

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                           (d)      the transportation and communications
                                    authorities of Hong Kong; and

                           (e)      any other competent government authorities.

41.      EXTENSION OF TIME

         If a Qualifying Cause of Delay occurs the Delivery Dates, Milestones or
         any other commercially relevant date for the performance of the
         Contractor's obligations under this Agreement shall be extended by a
         period equal to the duration of the delay caused by the Qualifying
         Cause of Delay.

         The Buyer shall pay the Contractor all extra costs, direct loss and
         damage, which are reasonably incurred by the Contractor subject to
         proof by the Contractor by reason of a Qualifying Cause of Delay.

42.      FORCE MAJEURE

         a)       If a party (the "AFFECTED PARTY") is prevented by a Force
                  Majeure Event from complying with any of its obligations under
                  this Agreement, the affected party shall be excused from
                  performance of those obligations and for all liability
                  associated with such non-performance for the duration of the
                  Force Majeure Event. The affected party shall:

                  (i)      notify the other party without delay in writing the
                           commencement of the Force Majeure Event;

                  (ii)     uses its best endeavours to mitigate and minimize the
                           effect of the Force Majeure Event; and

                  (iii)    notifiy the other party as soon as the Force Majeure
                           Event ceases.

         b)       If a Force Majeure Event continues without interruption for
                  more than six (6) months and such Force Majeure Event prevents
                  the affected party from complying with its material
                  obligations during that period, either party may terminate
                  this Agreement and/or any Delivery Request affected by the
                  Force Majeure Event. If this Agreement is terminated due to a
                  Force Majeure Event, the Buyer shall pay the Contractor for
                  the Equipment and Services supplied or performed up until the
                  date of termination together with all unavoidable costs
                  reasonably incurred by the Contractor subject to proof of the
                  same by the Contractor.

43.      LIABILITY FOR PERSONAL INJURY AND DAMAGE TO PROPERTY

         a)       Nothing in this Agreement shall limit or exclude either
                  party's liability for death or personal injury caused by its
                  negligence or by the negligence of its employees acting in the
                  course of their employment, or for fraud or fraudulent
                  misrepresentation by either of the parties.

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         b)       The Contractor shall be liable subject to the limitation of
                  liability in CLAUSE 44 (Limitation of Liability) for:-

                  (i)      loss of or damage to any property real or personal of
                           the Buyer or of a third party arising out of or in
                           the course of performing this Agreement and which is
                           due to intentional or negligent acts or omissions of
                           the Contractor or its employees, officers, directors,
                           agents, representatives or Subcontractors.;

                  (ii)     any breach of any of the Contractor's obligations,
                           representations or warranties set out herein;

                  (iii)    any breach of or failure to comply with any
                           Applicable Laws or permits by the Contractor or any
                           Subcontractor including payment of salary and
                           employee benefits;

                  (iv)     any claims of Contractor's Subcontractors with
                           respect to their relationship with the Contractor;
                           and

                  (v)      any willful misconduct or grossly negligent act or
                           failure to act by the Contractor or any Subcontractor
                           under this Agreement.

         c)       The Buyer shall be liable subject to the limitation of
                  liability in this CLAUSE 44 (Limitation and Liability) for:

                  (i)      loss of or damage to any property, real or personal,
                           of the Contractor arising out of or in the course of
                           performing this Agreement and which is due to
                           intentional or negligent acts or omissions of the
                           Buyer or the employees, officers, directors, agents
                           and representatives. ;

                  (ii)     any breach of or failure to comply with any
                           Applicable Laws; and

                  (iii)    any willful misconduct or grossly negligent act or
                           failure to act by the Buyer.

                  (iv)     any breach of any of the Buyer's obligations,
                           representations or warranties set out herein; and

                  (v)      any breach of or failure to comply with any
                           Applicable Laws or permits by the Buyer including
                           payment of salary and employee benefits.

44.      LIMITATION OF LIABILITY

         a)       Notwithstanding anything stated to the contrary in this
                  Agreement or any Delivery Request, neither party, whether as a
                  result of breach of Agreement, warranty, tort (including
                  negligence), patent infringement, copyright infringement or
                  otherwise, shall be liable for loss of profit or revenues,
                  loss of data or failure to collect data, loss of use of

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                  Equipment, cost of capital, cost of substitute products,
                  facilities or service, or downtime costs or for any incidental
                  or consequential damages caused by its default.

         b)       Notwithstanding anything stated to the contrary in this
                  Agreement , if the Contractor is obliged to make any payments
                  to the Buyer, including but not limited to payment of
                  liquidated damages, reimbursement of overpayments,
                  reimbursement for termination, any indemnification or any
                  other financial obligation of the Contractor with respect to
                  the Buyer under or in connection with this Agreement
                  ("FINANCIAL OBLIGATION"), the Contractor may, at its sole
                  discretion, either (i) set-off such Financial Obligation
                  against any financial claim of the Contractor against the
                  Buyer or (ii) as long as the Facilities to the Buyer under the
                  Facility Agreements are not fully repaid, pay any such
                  Financial Obligation of the Facilities directly to the Lenders
                  in order to reduce such unpaid Facilities of the Buyer.

45.      ARBITRATION

         a)       (i)      All disputes arising out of or in connection with
                           this Agreement, including any question regarding its
                           construction, application, existence, validity or
                           termination, the rights, duties and obligations of
                           either party or any other dispute whatsoever in
                           connection with this Agreement which cannot be
                           resolved by good faith discussions between the
                           parties shall be finally settled under the Rules of
                           Conciliation and Arbitration of the International
                           Chamber of Commerce (the "RULES"), Paris, by three
                           arbitrators in accordance with the Rules. The venue
                           of arbitration shall be Hong Kong.

                  (ii)     The party (the "INITIATING PARTY") wishing to submit
                           a dispute to arbitration shall deliver a notice (the
                           "NOTICE") to the other party setting out the issue to
                           be arbitrated and naming the Initiating Party's
                           proposed arbitrator. The other party shall have
                           thirty (30) days following the receipt of the Notice
                           to notify the Initiating Party of its chosen
                           arbitrator and if the other party fails to nominate
                           an arbitrator within such thirty (30) days, the
                           Initiating Party shall thereafter be entitled to
                           request the competent authority under the Rules (the
                           "APPOINTING AUTHORITY") to appoint an independent
                           arbitrator on behalf of the other party. The two
                           arbitrators so chosen shall then within thirty (30)
                           days of the last of their appointments select a third
                           arbitrator who shall also act as chairperson of the
                           arbitration hearing.

                           If the two arbitrators are unable within such thirty
                           (30) days to agree on a third arbitrator to act as
                           chairperson, then upon the written request of either
                           party after the expiry of the thirty (30) days, the
                           Appointing Authority shall appoint an independent
                           arbitrator to act as third arbitrator and
                           chairperson.

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                  (iii)    If there are two (2) or more defendants, any
                           nomination of an arbitrator by or on behalf of such
                           defendants must be by joint agreement between them.
                           If such defendants fail within the time limit fixed
                           by the Appointing Authority to agree on such joint
                           nomination, the proceedings against each of them must
                           be separated.

                  (iv)     Alternatively, if the parties agree on a single
                           arbitrator within thirty (30) days of the above
                           notice of arbitration being delivered, that
                           individual shall serve as arbitrator of that dispute
                           for all the purposes of this CLAUSE 45, which shall
                           be modified in its application accordingly.

                  (v)      The three (3) arbitrators selected to act hereunder
                           shall be qualified by education and training to
                           determine the particular question in dispute, must
                           not be related in any manner whatsoever to either of
                           the parties and must have no interest, direct or
                           indirect, in the outcome of the dispute.

                  (vi)     The three (3) arbitrators so chosen shall proceed
                           immediately to hear and determine the matter or
                           matters in dispute.

                           The arbitration shall be carried out in the English
                           language.

                  (vii)    The costs of the arbitration, including without
                           limitation the compensation and expenses of the
                           arbitrators, shall be borne by the parties as
                           determined by the arbitrators.

                  (viii)   A party shall not be deemed to be in default of any
                           matter being arbitrated until ten (10) days after the
                           decision of the arbitrators is delivered to the
                           parties.

                  (ix)     The seat of arbitration shall be Hong Kong, Special
                           Administrative Region (HKSAR). The procedural laws of
                           Hong Kong shall apply.

46.      TERMINATION FOR CAUSE

         BY THE BUYER

         a)       The Buyer may terminate this Agreement for cause as follows:-

                  (i)      subject to Force Majeure Events, in the event that
                           the Pilot Network fails to pass the Pilot Acceptance
                           Test within three (3) months from the date when the
                           Pilot Network first failed the Pilot Acceptance Test
                           for reasons not attributable to the Buyer, the Buyer
                           shall be entitled to reject the Pilot Network in its
                           entirety and shall have no further obligations to the
                           Contractor;

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                  (ii)     subject to Force Majeure Events , in the event that
                           the Provisional Network fails to pass the Provisional
                           Network Acceptance Test three (3) months from the
                           date when the Provisional Network first failed the
                           PNAT and for reasons not attributable to the Buyer,
                           and the Contractor has failed to correct and complete
                           its obligations within a reasonable period of time
                           (taking into account prevailing technical and
                           administrative circumstances) after receiving written
                           notice from the Buyer;

                  (iii)    in the event of delay caused by the Contractor
                           whereby the FNAC or FAC cannot be issued twelve (12)
                           months after the issue of the PNAC or PAC,
                           respectively as a result of outstanding issues or
                           defects set out in the Punch Lists which have not
                           been cured or remedied by the Contractor; and

                  (iv)     *

         BY THE CONTRACTOR

         b)       The Contractor may terminate this Agreement for cause as
                  follows:-

                  (i)      in the event of unjustified delay of payment by the
                           Borrower under the payment schedule in ANNEX 7 where
                           such breach has not been remedied within three (3)
                           months after notice has been given by the Contractor
                           and where the unpaid payment is not in dispute
                           between the parties. For the avoidance of doubt, the
                           Buyer shall not be held liable under this clause in
                           the event of delayed payment as a result of the
                           Lenders withholding, withdrawing or terminating
                           Facilities under the Facility Agreements where such
                           withholding, withdrawal or termination is not due to
                           the default of the Borrower thereunder.

         EITHER PARTY

         c)       Either party may terminate this Agreement for cause as
                  follows:-

                  (i)      if a party shall pass a resolution, or any competent
                           court shall make an order, that the affected party
                           shall be dissolved or if a trustee in bankruptcy,
                           liquidator, receiver, or manager on behalf of a
                           creditor shall be appointed, then the other party may
                           at any time by notice in writing to the affected
                           party terminate this Agreement or Delivery Request
                           without compensation to the affected party; and

                  (ii)     if a party has committed a substantial breach of this
                           Agreement, and either such breach cannot be cured or
                           such other party has

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                           not cured the breach within a time that is reasonable
                           taking into account technical and other relevant
                           circumstances, then the other party may by written
                           notice to the defaulting party terminate this
                           Agreement or a Delivery Request with immediate
                           effect.

47.      CONSEQUENCES OF TERMINATION

         a)       In the event of earlier termination of this Agreement as a
                  result of the default of the Contractor and without prejudice
                  to any other rights and remedies which the Buyer may have
                  under law, the following shall apply:

                  (i)      termination before the issue of the PNAC or at any
                           time in Phase 1, the Contractor *;

                  (ii)     termination at any time in Phase 2, the Contractor
                           shall forthwith repay * of all monies paid by the
                           Buyer for Equipment and Services to date after
                           deducting the price of any Equipment and Works , if
                           any, which the Buyer wishes to retain; and

                  (iii)    termination at any time in Phase 3, the Contractor
                           shall repay forthwith * of all monies paid by the
                           Buyer for Equipment and Services to date after
                           deducting the price of any Equipment and Works, if
                           any, which the Buyer wishes to retain.

         b)       Other than the Equipment/Works, which the Buyer wishes to
                  retain, the Contractor shall dismantle and removed at its sole
                  expense Equipment and Works from the Sites of the Buyer within
                  one (1) month of notice of termination being given by the
                  Buyer.

         c)       In the event of earlier termination of this Agreement at the
                  default of the Buyer (but not as a result of termination of
                  the Facilities under the Facilities Agreements due to no fault
                  of the Buyer), the Buyer shall make payment for:

                  (i)      all Works fully executed and completed prior to the
                           date of termination which have been delivered to the
                           Buyer according the provisions of the Agreement;

                  (ii)     the cost of materials or goods already ordered by the
                           Contractor and cannot be cancelled upon the payment
                           of which materials or goods shall become the property
                           of the Buyer; and

                  (iii)    any certified expenditure with proof of the same
                           reasonably incurred by the Contractor arising from
                           such termination,

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                           including but not limited to, the reasonable cost of
                           removal of all plant and equipment from Sites.

         d)       In either a) or b) above, where any Equipment or Services are
                  retained by the Buyer after termination, the Buyer shall have
                  the right to use the corresponding services together with the
                  corresponding Software License or other license, if any,
                  relating to such retained items as a perpetual license in
                  accordance with CLAUSE 37 above and to require the Contractor
                  to install the Equipment and Works, if necessary. In addition,
                  the Warranty Period referred to in CLAUSE 33 shall apply to
                  the Equipment and Services so retained by the Buyer.

         e)       Termination for cause shall not affect any other rights or
                  remedies the Buyer or the Contractor may have under this
                  Agreement. In the event of a dispute between the parties, the
                  matter shall be referred to and settled by arbitration
                  pursuant to CLAUSE 45.

48.      TERMINATION OF FACILITY AGREEMENTS

         In the event of the Facility Agreements being earlier terminated before
         the expiry of the Term due to the default of the Lenders, then without
         prejudice to its rights and remedies under law and subject to CLAUSE 46
         b) (i) above, the Buyer shall have the sole discretion to terminate the
         Supply Contract with immediate effect.

49.      SOLE SUPPLIER

         The Contractor shall be the sole supplier of the Buyer's 3G Core Access
         equipment (excluding IMS), and applications/solutions listed in CLAUSE
         8.1 u) i), in the Territory, for the Project.

50.      EFFECT OF TERMINATION

         Termination of this Agreement for any reason shall be without prejudice
         to the rights, obligations and liabilities of the parties under this
         Agreement as well as those rights, obligations and liabilities accrued
         prior to the date of termination.

51.      REMAINING EQUIPMENT AND SERVICES

         If by the end of the Term there are still Equipment and Services
         remaining to be purchased by the Buyer for the Project, then by prior
         mutual agreement in writing, the Term may be extended for a reasonable
         period to enable the Buyer to purchase the remaining Equipment and
         Services. For the avoidance of doubt, any purchases under this clause
         shall not be financed by the Facility Agreements.

52.      GOVERNING LAW

         This Agreement shall be governed by and construed in accordance with
         the laws Hong Kong, Special Administrative Region (HKSAR).

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53.      SURVIVAL OF OBLIGATIONS

         The parties' rights and obligations which by their nature would
         continue beyond the termination or expiration of this Agreement shall
         include, but shall not be limited to, those contained in CLAUSE 8.1 y)
         (User Terminals), CLAUSE 8.1 aa) (Custom Developed Item), CLAUSE 20.2
         (Most Favoured Customer), CLAUSE 21.3 (Taxes), CLAUSE 22 (Application
         of Credit), CLAUSE 25 (Training), CLAUSE 32 (Warranty of Equipment and
         Services), CLAUSE 33 (Warranty Period), CLAUSE 34 (Corrective Measures
         During the Warranty Period), CLAUSE 34.6 (Spares Warranty) CLAUSE 34.7
         (Upgrade Product Credit), CLAUSE 34.9 d) (same type Equipment
         Supply),CLAUSE 38 (Escrow Agreement), CLAUSE 39 (Confidentiality) and
         CLAUSE 44 (Limitation of Liability) which shall survive termination for
         any reason or expiration of this Agreement.

54.      ANNOUNCEMENTS

         Unless required by law, all media releases, circulars, public
         announcements and public disclosures relating to this Agreement or the
         subject matter of this Agreement, including promotional or marketing
         (except for internal distribution and use), shall be coordinated with
         and shall be subject to the approval of both parties prior to release.

55.      MISCELLANEOUS

         a)       This Agreement constitutes the entire agreement between the
                  Buyer and the Contractor with respect to its subject matter
                  and replaces and cancels any and all prior agreements,
                  arrangements, understandings, undertakings and collateral
                  contracts of any nature made by the parties, written or oral,
                  concerning the subject matter, and the terms and conditions,
                  of this Agreement. Each party acknowledges that it is not
                  relying on, and shall have no remedy in respect of, any
                  statements, warranties, undertakings or representations given
                  or made by the other party regarding the subject matter of
                  this Agreement, except for those expressly set out in this
                  Agreement.

         b)       If any provision contained in this Agreement is held by a
                  competent authority or court having final jurisdiction to be
                  illegal, invalid or unenforceable , and the provision in
                  question is not of a fundamental nature to this Agreement as
                  whole, the legality, validity and enforceability of the
                  remainder of this Agreement shall not be affected. If the
                  foregoing applies, the parties shall use all reasonable
                  endeavours to agree within a reasonable time upon any lawful
                  and reasonable variations to this Agreement which may be
                  necessary in order to achieve, to the greatest extent
                  possible, the same effect as would have been achieved by the
                  provision in question.

                                       79
<PAGE>

         c)       No variation of this Agreement (including its Annexes) shall
                  be effective unless made in writing signed by each of the
                  parties or by their duly authorised representatives.

         d)       Each party shall bear its own costs and expenses incurred in
                  connection with the preparation, negotiation and execution of
                  this Agreement and any other documents required to effect the
                  transactions contemplated hereby.

         e)       Nothing in this Agreement shall be deemed to constitute
                  (except as expressly provided) a partnership, or create a
                  relationship of principal and agent between the parties for
                  any purpose. This Agreement shall not be construed to create
                  any relationship, contractual or otherwise, between the Buyer
                  and any Subcontractor.

         f)       The failure to exercise, or delay in exercising, a right,
                  power or remedy provided by this Agreement or by law shall not
                  constitute a waiver of that right, power or remedy. If a party
                  waives a breach of any provision of this Agreement this shall
                  not operate as a waiver of a subsequent breach of that
                  provision, or as a waiver of a breach of any provision.

         g)       This Agreement shall bind, and inure to the benefit of the
                  parties, their successors and permitted assigns.

         h)       All notices required or permitted to be given under this
                  Agreement shall be either hand delivered, or sent by
                  registered post to the following addresses:

                  TO THE CONTRACTOR:

                  Huawei Tech. Investment Co. Ltd.
                  Room 3610-12, The Center
                  99 Queen's Road Central
                  Hong Kong
                  Telephone  No.: (852) 2588 1899
                  Fax No.: (852) 2127 7241

                  TO THE BUYER:

                  Mandarin Communications Limited
                  13th Floor, Warwick House
                  Taikoo Place, 979 King's Road
                  Hong Kong
                  Telephone No.: 2113 8118
                  Fax No.: 2113 8119

                  Delivery shall be deemed to have taken place in the case of
                  hand delivery when delivery actually occurs, in the case of
                  registered post [three (3)] Business Days after mailing, in
                  the case of facsimile on the date sent as supported by
                  facsimile confirmation.

                                       80
<PAGE>

         i)       This Agreement may be entered into by the parties in any
                  number of counterparts. Each counterpart shall, when executed
                  and delivered, be regarded as an original, and all the
                  counterparts shall together constitute one and the same
                  instrument. This Agreement shall not take effect until it has
                  been executed by both parties.

         j)       The English language shall be the language to be used in all
                  documents and correspondence relating to the execution of this
                  Agreement.

         k)       The rights, powers and remedies provided in this Agreement are
                  (except as expressly provided) non-cumulative and to the
                  exclusion of any rights, powers and remedies provided by law,
                  or otherwise.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
through their respective duly authorised representatives.

By:

For and on behalf of                )
HUAWEI TECH INVESTMENT CO. LIMITED  )
                                    )
                                    )

By:

For and  on behalf of               )
MANDARIN COMMUNICATIONS LIMITED     )
                                    )
                                    )

                                       81
<PAGE>

                                     Annex 1
                            Technical Specifications

                                        *

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         been requested with request to the omitted portions.

                                       82
<PAGE>

                                     Annex 2
                          Bill of Quantity of Equipment

                                        *

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         with the Securities and Exchange Commission. Confidential treatment has
         been requested with request to the omitted portions.

                                       83
<PAGE>

                                     Annex 3
                              Responsibility Matrix

                                       *

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         been requested with request to the omitted portions.

                                       84
<PAGE>

                                     Annex 4
                                  Key Employees

                                        *

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         with the Securities and Exchange Commission. Confidential treatment has
         been requested with request to the omitted portions.

                                       85
<PAGE>

                                     Annex 5
                       Forecasting Procedure and Lead Time

                                        *

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         with the Securities and Exchange Commission. Confidential treatment has
         been requested with request to the omitted portions.

                                       86
<PAGE>

                                     Annex 6
                                     Prices

                                       *

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         with the Securities and Exchange Commission. Confidential treatment has
         been requested with request to the omitted portions.

                                       87
<PAGE>

                                     Annex 7
                                     Payment

                                       *

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         with the Securities and Exchange Commission. Confidential treatment has
         been requested with request to the omitted portions.

                                       88
<PAGE>

                                     Annex 8
                            Implementation Milestones

                                        *

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         with the Securities and Exchange Commission. Confidential treatment has
         been requested with request to the omitted portions.

                                       89
<PAGE>

                                     Annex 9
                          Acceptance Tests Certificates

                                       90
<PAGE>

<TABLE>
<S>               <C>                            <C>              <C>       <C>                 <C>
[HUAWEI LOGO]         HUAWEI TECH. INVESTMENT
                      CO. LIMITED                Customer name    MCL       Project name        MCL UMTS Project
                  ---------------------------
                      FINAL ACCEPTANCE
                      CERTIFICATE (FAC)          Contract No.               Project Manager
</TABLE>

         HUAWEI TECH. INVESTMENT CO. LIMITED

         This is to certify that all outstanding items in Punch List which have
been detected during the Provisional Acceptance Test (PAT) are rectified.

<TABLE>
<CAPTION>
Item Number       Supplied Deliverables/Services    Descriptions    DR No.   Quantity
-----------       ------------------------------    ------------    ------   --------
<S>               <C>                               <C>             <C>      <C>
</TABLE>

                                       91
<PAGE>

<TABLE>
<S>             <C>                                      <C>            <C>   <C>              <C>
[HUAWEI LOGO]   HUAWEI TECH. INVESTMENT CO. LIMITED      Customer name  MCL   Project name     MCL UMTS Project
                -----------------------------------
                      FINAL NETWORK ACCEPTANCE           Contract No.         Project Manager
                        CERTIFICATE (FNAC)
</TABLE>

This is to certify that all outstanding items in Punch List which have been
detected during the Provisional Network Acceptance Test (PNAT) are rectified.

<TABLE>
<CAPTION>
Item Number       Supplied Deliverables/Services    Descriptions    DR No.   Quantity
-----------       ------------------------------    ------------    ------   --------
<S>               <C>                               <C>             <C>      <C>
</TABLE>


                      XXXXXXXX Representative     XXXXXXXX Representative
                      (Signature & Seal)          (Signature & Seal)
                      Date:                       Date:

                                       92
<PAGE>

<TABLE>
<S>             <C>                                      <C>            <C>   <C>              <C>
[HUAWEI LOGO]   HUAWEI TECH. INVESTMENT CO. LIMITED      Customer name  MCL   Project name     MCL UMTS Project
                -----------------------------------
                       LEASEHOLD IMPROVEMENTS            Contract No.         Project Manager
                  ACCEPTANCE CERTIFICATE (LHIAC)
</TABLE>

This is to certify that works and materials supplied by Huawei Tech. Investment
Co. Limited has passed the Leasehold Improvements Acceptance Test (LHIAT).

<TABLE>
<CAPTION>
Item Number       LHI Model       Descriptions    DR No.   Quantity
-----------       ---------       ------------    ------   --------
<S>               <C>             <C>             <C>      <C>
</TABLE>

                      XXXXXXXX Representative         XXXXXXXX Representative
                      (Signature & Seal)           (Signature & Seal)
                      Date:                      Date:

                                       93
<PAGE>

<TABLE>
<S>             <C>                            <C>             <C>       <C>             <C>
[HUAWEI LOGO]          HUAWEI TECH.
                   INVESTMENT CO. LIMITED      Customer name   MCL       Project name    MCL UMTS Project
                ---------------------------
                  PROVISIONAL ACCEPTANCE       Contract No.              Project Manager
                    CERTIFICATE (PAC)
</TABLE>

This is to certify that Deliverables/Services supplied by Huawei Tech.
Investment Co. Limited has passed the Provisional Acceptance Test (PAT).

<TABLE>
<CAPTION>
Item Number       Supplied Deliverables/Services    Descriptions    DR No.   Quantity
-----------       ------------------------------    ------------    ------   --------
<S>               <C>                               <C>             <C>      <C>
</TABLE>

                                       94
<PAGE>

<TABLE>
<S>             <C>                                      <C>            <C>   <C>              <C>
[HUAWEI LOGO]   HUAWEI TECH. INVESTMENT CO. LIMITED      Customer name  MCL   Project name     MCL UMTS Project
                -----------------------------------
                   PILOT ACCEPTANCE CERTIFICATE          Contract No.         Project Manager
                           (PILOT AC)
</TABLE>

This is to certify that Deliverables/Services Tech. Investment Co. Limited has
passed the Pilot Acceptance supplied by Huawei Test (Pilot AT). The scope of
test and Deliverables/Services involved are listed in the report of Pilot AT
attached.

                      XXXXXXXX Representative      XXXXXXXX Representative
                      (Signature & Seal)           (Signature & Seal)
                      Date:                        Date:

                                       95
<PAGE>

<TABLE>
<S>             <C>                            <C>             <C>       <C>             <C>
[HUAWEI LOGO]      HUAWEI TECH. INVESTMENT
                         CO. LIMITED           Customer name   MCL       Project name    MCL UMTS Project
                -----------------------------
                     PROVISIONAL NETWORK       Contract No.              Project Manager
                ACCEPTANCE CERTIFICATE (PNAC)
</TABLE>

This is to certify that Deliverables/Services supplied by Huawei Tech.
Investment Co. Limited has passed the Provisional Network Acceptance Test
(PNAT).

<TABLE>
<CAPTION>
Item Number       Supplied Deliverables/Services    Descriptions    DR No.   Quantity
-----------       ------------------------------    ------------    ------   --------
<S>               <C>                               <C>             <C>      <C>
</TABLE>

                                       96
<PAGE>

                                    Annex 10
  Maintenance Service Level During Warranty Period and Extended Warranty Period

                                        *

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         been requested with request to the omitted portions.

                                       97
<PAGE>

                                    Annex 11
                                    Training

                                        *

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         with the Securities and Exchange Commission. Confidential treatment has
         been requested with request to the omitted portions.

                                       98
<PAGE>

                                    Annex 12
                        IOTs and Multi-Vendor Integration

                                        *

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         with the Securities and Exchange Commission. Confidential treatment has
         been requested with request to the omitted portions.

                                       99
<PAGE>

                                    Annex 13
                            Delivery Request Template

                                       100
<PAGE>

DELIVERY REQUEST 1 (PART 1 OF PILOT NETWORK)

TO: HUAWEI TECH. INVESTMENT CO., LTD.          D.R NO.:SUNDAY 0003440401010A1
   RM 3610-12, 36/F, THE CENTRE,               D.R. DATE   11-Jan-04
   NO.99, QUEEN'S ROAD,                        CURRENCY       HKD
   CENTRAL, HONGKONG.                          Delivery Term: DDP HK
ATTN: VINCENT PANG
TEL: 00852-21277218

                                    SCHEDULE

PURCHASER                DELIVERY ADDRESS                      DELIVERY DATE
                     CORE NETWORK ELEMENTS AND             09/FEB/04
                     RNC: UNIT 1-8, 2/F PO HING
                     CENTRE, 18 WAN CHIU ROAD,
                     KOWLOON BAY, KOWLOON, HONG
                     KONG
MANDARIN             NODE B: WAREHOUSE OF HUAWEI   PAYMENT TERMS: REFER TO HOA
COMMUNICATIONS       IN HONG KONG
LIMITED                       BILL TO
                          NO APPLICABLE

<TABLE>
<CAPTION>
   DESCRIPTION             QUANTITY     UNIT PRICE      AMOUNT(HKD)
-------------------        --------     ----------      -----------
<S>                        <C>          <C>             <C>
3G CORE EQUIPMENT
  xxxxxxxxx
  xxxxxxxxx
  xxxxxxxxx
  xxxxxxxxx

3G ACCESS EQUIPMENT
  xxxxxxxxx
  xxxxxxxxx
  xxxxxxxxx
  xxxxxxxxx

OMC/NMS EQUIPMENT
  xxxxxxxxx
  xxxxxxxxx

SPARE PARTS
  xxxxxxxxx

MISCELLANEOUS
  xxxxxxxxx
  xxxxxxxxx

PROFESSIONAL FEES
  xxxxxxxxx

FREIGHT & INSURANCE
  xxxxxxxxx

SPECIAL DISCOUNT
  xxxxxxxxx

                            TOTAL:                          $0
</TABLE>

                                       101
<PAGE>
                                    Annex 14
                                   Model Sites

                                        *

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         with the Securities and Exchange Commission. Confidential treatment has
         been requested with request to the omitted portions.

                                       102