<PAGE>

                                                                   Exhibit 10.23

                              DATED  JULY 6, 2000











                            IASIAWORKS (HK) LIMITED


                                      AND


                              PILLER GmbH GERMANY

                 _____________________________________________

                           TURNKEY SYSTEM AGREEMENT
                 _____________________________________________




                           Squire, Sanders & Dempsey

                      Rooms 1101-4, St. George's Building
                              2 Ice House Street
                              Central, Hong Kong

<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<S>                                                                                       <C>
    1  DEFINITIONS AND INTERPRETATION                                                          4

    2  SCOPE OF AGREEMENT                                                                      7

    3  OBLIGATIONS AND REPRESENTATIONS OF THE CUSTOMER                                         8

    4  OBLIGATIONS AND REPRESENTATIONS OF THE SUPPLIER                                         9

    5  TITLE TO AND RISK IN THE SYSTEMS                                                       12

    6  SYSTEMS WARRANTYS                                                                      12

    7  PRICES AND TERMS OF PAYMENT                                                            13

    8  ASSIGNMENT                                                                             14

    9  INDEMNIFICATION & LIMITATION OF LIABILITY                                              14

   10  FORCE MAJEURE                                                                          14

   11  CONFIDENTIALITY                                                                        15

   12  TERM OF AGREEMENT                                                                      16

   13  DISPUTE RESOLUTION                                                                     16

   14  ENTIRE UNDERSTANDING                                                                   17

   15  FURTHER ASSURANCE                                                                      18

   16  GOVERNING LAW AND JURISDICTION                                                         18

   17  INCONSISTENCY                                                                          18

   18  TIME OF THE ESSENCE, INCENTIVES AND LIQUIDATED DAMAGES                                 18

   19  NOTICES                                                                                19

   20  PUBLIC ANNOUNCEMENTS                                                                   19

   21  SEVERABILITY                                                                           19

   22  TERMINATION                                                                            20

   23  VARIATION                                                                              22

   24  WAIVER                                                                                 22

   25  OTHER PROVISIONS                                                                       22
</TABLE>

                                       2
<PAGE>

ANNEXES
-------


I.     SPECIFICATIONS

II.    SYSTEMS AND PRICES

III.   DELIVERY SCHEDULE

IV.    DOCUMENTATION

V.     HONG KONG PREMISES

VI.    MAINTENANCE AGREEMENT

VII.   SCOPE OF WORK

VIII.  SYSTEM STANDARDS & STANDARD TESTING PROCEDURES CHECKLIST

                                       3
<PAGE>

THIS AGREEMENT is made July 6, 2000 (the "Execution Date").

BETWEEN


IASIAWORKS (HK) LIMITED a company organized under the laws of Hong Kong with
offices at 27th Floor, Hongkong Telecom Tower, 979 King's Road, Quarry Bay,
Hong Kong ("Customer", which term shall, unless excluded by or repugnant to the
subject or context, include its executors, administrators, successors and
permitted assigns);

AND

PILLER GmbH GERMANY, a company organized under the laws of Germany with offices
at Abgunst 24, 37520 Osterode, Germany.  ("Supplier", which term shall, unless
excluded by or repugnant to the subject or context, include its executors,
administrators, successors and permitted assigns).

RECITALS

(A)  The Supplier represents that it is fully experienced, properly qualified,
     duly registered, licensed, organized and equipped to design, sell, deliver,
     install, test, and service the Systems.

(B)  The Supplier desires to sell, and the Customer to purchase, nine (9)
     Systems which shall be designed, manufactured, delivered, installed, tested
     and thereafter serviced upon the Customer's request by the Supplier at the
     Designated Premises under the terms and conditions of this Agreement.

(C)  Each of the Systems to be installed in each of the Designated Premises will
     be delivered, installed and tested in accordance with conditions set forth
     in subcontracts with the Principal Contractors tasked with the construction
     of the buildings at the relevant Designated Premises, in respect of which
     the Customer may assign its rights and obligations under this Agreement on
     a System-by-System basis.

(D)  The Customer has agreed to assign the three (3) Systems destined for Hong
     Kong and more particularly described in Annex I ("Hong Kong Systems") and
     all rights, obligations and benefits under this Agreement relating to the
     Hong Kong Systems to Weelek Company Limited (the "Hong Kong Assignee"),
     such Systems to be installed at the Designated Premises in Hong Kong more
     particularly set out in Annex V ("the Hong Kong Premises"), and the
     Supplier has consented to such an assignment.

(E)  It is the intention of the Customer, the Supplier and the relevant assignee
     that such parties enter into a novation agreement (containing terms and
     conditions approved by the parties thereto) to effect any assignment
     contemplated under this Agreement ("Novation Agreement").

AGREEMENT

1.   DEFINITIONS AND INTERPRETATION



                                       4
<PAGE>

1.1  Definitions


     Unless the context otherwise requires, in this Agreement and the recitals:

     "Agreement"
          means this document, any Variation and any Annex to it;

     "Annex"
          means the initial Annexes attached to this Agreement and also any
          amendments thereto, any Annex substituted for an existing Annex or any
          new Annex expressly adopted by the parties in accordance with the
          provisions of this Agreement;

     "Business Day"
          means a day that is not a Saturday, Sunday or any other day which is a
          public holiday or a bank holiday in the place where an act is to be
          performed or a payment is to be made;

     "CIF Terms"
          means the terms for Cost, Insurance and Freight as contained in
          INCOTERMS 2000 (as published by the International Chamber of Commerce
          (the "ICC") in September, 1999) which, except as varied by this
          Agreement, are expressly deemed to be incorporated into this
          Agreement;

     "Confidential Information"
          means any information (whether in the form of audio, data, text,
          images or a combination thereof) that one party may disclose to
          another party during the term of this Agreement, whether orally (to be
          confirmed in writing within 24 hours) or in writing, regarding the
          structure, business, assets, liabilities, operations, budgets and/or
          strategies of the disclosing party;

     "Delivery Schedule"
          means the schedule for completion of production of the Systems ex
          works, shipping, placement and achieving operational status of the
          Systems as described Annex III;

     "Designated Premises"
          means such places in Hong Kong, South Korea (likely to be in Seoul),
          Taiwan (the Neihu  District of Taipei), and Melbourne, Australia as
          the Customer shall notify the Supplier at least ninety (90) days
          before the applicable scheduled Placement Dates as set forth in Annex
          III;

     "Dispute"
          means a dispute or disagreement arising out of this Agreement;

     "Documentation"
          means the documentation described in Annex IV as developed or to be
          supplied by the Supplier or third parties in respect of or incidental
          to the Systems;

     "Final Acceptance"

                                       5
<PAGE>

          means the date upon which the Customer or its duly authorized
          representative issues a written notice certifying that there are no
          reasonably identifiable deficiencies in the functionality of the
          Systems as such functionality is set forth in the Specifications, or
          that all deficiencies in functionality (which are not of a service or
          revenue affecting nature) identified in the course of Provisional
          Acceptance have been resolved to its reasonable satisfaction;

     "Hong Kong"
          means the Hong Kong Special Administrative Region of the People's
          Republic of China;

     "Maintenance Agreement"
          means the agreement contained in Annex VI setting forth the terms and
          conditions for the maintenance of the Systems by the Supplier;

     "Operational Dates"
          means the dates set forth in the Delivery Schedule on which the
          Customer shall issue Provisional Acceptance of the Systems;

     "Placement Dates"
          means the dates set forth in the Delivery Schedule by which the
          Supplier shall place the Systems within the relevant Designated
          Premises;

     "Principal Contractors"
          means the persons with primary control over the construction of the
          buildings at the relevant Designated Premises, or that are otherwise
          so designated, and to whom the Customer may assign its rights and
          obligations under this Agreement on a System-by-System basis;

     "Provisional Acceptance"
          means the completion of acceptance tests performed in a manner
          reasonably satisfactory to the Customer, during which the Systems
          shall be tested to ensure conformance with the applicable
          Specifications;

     "Scope of Work"
          means the general list of obligations to be performed by the Supplier
          as set forth in Annex VII.

     "Specifications"
          means the technical specifications and performance parameters of
          Systems as described in Annex I;

     "Standard Testing Procedures"
          means the Supplier's standard testing procedures for the Systems as
          described in detail in Annex VIII;

     "Systems"
          means the diesel rotary UPS systems described in the Specifications,
          including any corresponding software and programs as may be required
          for the diesel rotary UPS systems to function as required and/or
          represented; and

                                       6
<PAGE>

     "Variation"
          means a variation agreed in accordance with clause 23.

     "Warranty Period"
          means the period of eighteen (18) months from the Shipping Dates (as
          defined in the Delivery Schedule) or twelve (12) months from
          Provisional Acceptance of the relevant Systems, whichever is later,
          during which the Supplier shall provide a warranty to repair or
          replace free of charge any defective components of the Systems at the
          sole cost of the Supplier, including any incidental costs related
          thereto.

1.2  Interpretation


     In this Agreement, reference to:

     (a)  one gender includes the other genders;

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

     (c)  a person includes individuals, bodies corporate (wherever
          incorporated), unincorporated associations and partnerships; and

     (d)  a statute, regulation or provision of a statute or regulation
          ("Statutory Provision") includes:

          (i)  that Statutory Provision as amended or re-enacted from time to
               time;

          (ii) a statute, regulation or provision enacted in replacement of that
               Statutory Provision.

1.3  All monetary amounts are in US Dollars unless otherwise stated and all
     payments are to be paid in US Dollars.

1.4  "Including" and similar expressions are not words of limitation.

1.5  Where a word or expression is given a particular meaning, other parts of
     speech and grammatical forms of that word or expression have a
     corresponding meaning.

1.6  Headings are for convenience only and do not affect the interpretation or
     form part of this Agreement.

1.7  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.

1.8  All references to days and months mean calendar days and calendar months
     unless otherwise specified.

                                       7
<PAGE>

1.9  If any agreement, approval or consent is required or to be given or
     obtained under or pursuant to this Agreement, such agreement, approval or
     consent must not be unreasonably conditioned, delayed or withheld.

2.   SCOPE OF AGREEMENT


     The Supplier agrees to sell and the Customer to purchase nine (9) Systems
     which the Supplier shall design, manufacture, deliver, install and test at
     the Designated Premises, pursuant to the terms and conditions of this
     Agreement.

3.   OBLIGATIONS AND REPRESENTATIONS OF THE CUSTOMER


     The Customer shall:

3.1  make payment to the Supplier in accordance with clause 7, upon the Supplier
     performing its corresponding obligations as set forth therein or otherwise
     provided in this Agreement.

3.2  bear its own costs and charges of complying with its obligations under this
     Agreement.

3.3  give to the Supplier such information that the Supplier may reasonably
     require or request so as to enable the Supplier to perform its obligations
     under this Agreement, including the provision of information regarding the
     locations of the Designated Premises.

     The Customer represents and warrants to the Supplier that:

3.4  the Customer shall give Provisional Acceptance upon the completion of
     acceptance tests confirming performance of the relevant Systems in
     accordance with the Specifications, and shall give Final Acceptance upon
     the satisfaction of conditions contained in the definition of Final
     Acceptance.

3.5  (a)  (i) the area within the Designated Premises will have suitable access
          through December 5, 2000, and after the completion of the occupation
          permit inspection process, so as to enable the entry of and placing of
          the relevant Systems therein, including any temporary structures
          starting from the exterior wall and including the interior of the
          Designated Premises necessary therefor, and for the avoidance of
          doubt, if the Supplier fails to place the Systems on site by the
          relevant Placement Date, the Customer shall have the right to deny
          access until after the completion of the occupation permit inspection
          process, (ii) the building will sustain the weight of the relevant
          Systems and strengthening beams and the like are in the proper
          position to support the relevant Systems,  (iii) the Designated
          Premises are large enough in height and area to accommodate the
          relevant Systems, (iv) sufficient electrical power is provided to
          operate the relevant Systems and  the electrical supply is of the
          correct voltage and frequency for the relevant Systems at the input
          and can easily be connected to the Systems, and (v) the correct
          environmental conditions exist to enable the relevant Systems to
          operate properly in accordance with the Specifications.  For the Hong
          Kong Systems, the Supplier acknowledges that the height of 2.7 meters
          from the supporting structure to the underside of the




                                       8
<PAGE>

          overhead beam is sufficient to accommodate the Hong Kong Systems; and
          Weelek Company Limited shall bear the cost of any temporary structure
          that may be required to support the weight of the Hong Kong Systems
          during off-loading at or in the vicinity of the Designated Premises;


     (b)  there will be sufficient temporary lighting and power to enable the
          relevant Systems to be properly installed. A sufficient and proper
          site load will be available for testing or a suitable dummy load will
          be provided;

     (c)  the outputs required for the relevant Systems will be indicated in a
          timely manner so as to be incorporated into the design of the Systems;
          and

     (d)  upon placement on site and completion of the inventory checklist, the
          Customer, its assignees or Principal Contractors shall provide
          reasonable security and safety measures, including a locked secure
          area for the relevant Systems at the site of the Designated Premises.
          For the avoidance of doubt, the ultimate responsibility for the safety
          and security of the relevant Systems shall rests on the Supplier until
          Provisional Acceptance and the ultimate responsibility to resolve any
          deficiencies in the functionality of the Systems identified upon
          Provisional Acceptance shall remain with the Supplier until Final
          Acceptance.

3.5  it will ensure that the area allocated for the Systems within the relevant
     Designated Premises is complete and ready for the placing and installation
     of the relevant Systems equipment in accordance with item 3.4 by the
     relevant delivery dates of the Systems on site.


3.6  it has obtained all necessary approvals, consents and authorizations to
     enter into this Agreement and to perform and carry out its obligations
     hereunder.

3.7  the persons executing this Agreement on its behalf have express authority
     to do so.

3.8  the execution, delivery and performance of this Agreement does not violate
     any provision of any bylaw, charter, regulation, or any other governing
     authority of the Customer; nor does it violate any obligation pursuant to
     any contractual agreement between the Customer and a third party to which
     the Customer is bound at the time of the Execution Date.

4.   OBLIGATIONS AND REPRESENTATIONS OF THE SUPPLIER

     The Supplier shall:

4.1  deliver the relevant Systems to the address notified by the Customer for
     cranage into and placement in position within the respective Designated
     Premises (including, without limitation, the provision of any necessary
     temporary structures outside the exterior wall of the Designated Premises)
     by the relevant Placement Dates and the achievement of full functionality
     by the relevant Operational Dates, assume full responsibility and all
     related costs for the storage and protection of the Systems while the
     Systems are in the vicinity of the Designated Premises and awaiting
     installation in the Premises, and install, commission and ensure the full
     functionality and servicing of the Systems in accordance with the
     Specifications and the Maintenance Agreement.

                                       9
<PAGE>

4.2  use best practices as currently exist in the Supplier's area of
     specialization and all reasonable care, professional skill and diligence to
     perform its obligations under this Agreement, including compliance with the
     CIF Terms, the Specifications and the Delivery Schedule.

4.3  conduct at its own cost, such reviews, inspections and tests in accordance
     with the Supplier's Standard Testing Procedures, described in detail in
     Annex VIII, so as to allow the Customer to issue Provisional Acceptance and
     Final Acceptance in respect of each System.

4.4  give the Customer reasonable prior notice of the expected delivery dates of
     the Systems to the Designated Premises.  In the event the Supplier, at any
     time, anticipates that it shall not be able to comply with the Delivery
     Schedule, it shall immediately so notify the Customer, submit proposed
     revisions to the Delivery Schedule which reflect its best estimates of what
     can be realistically achieved and continue to work under the original
     Delivery Schedule until otherwise agreed in writing with the Customer.  For
     the avoidance of doubt, such notification does not relieve the Supplier of
     its obligations under this Agreement.

4.5  promptly supply to Customer, throughout the term of this Agreement, design
     support to the Customer's nominated engineering representatives and/or
     contractors.

4.6  promptly supply to the Customer sufficient electrical control and
     synchronization panels and other spare parts pursuant to the Maintenance
     Agreement so as to enable the Customer to exploit the full potential of the
     Systems.

4.7  supply to the Customer upon request, from time to time and throughout the
     term of this Agreement, the number of copies of the Documentation
     designated in Annex IV.  All Documentation must be in the English language,
     unless otherwise agreed between the Supplier and the Customer.  The
     Documentation supplied to the Customer shall be the property of the
     Customer upon Provisional Acceptance.

4.8  grant to the Customer a royalty-free license, in perpetuity and on a non-
     transferable basis (except as qualified in clauses 8.1 and 8.2
     hereinafter), to use the Documentation (which grant shall be deemed to have
     occurred and become effective upon Provisional Acceptance) and shall:

     (a)  provide at a nominal and reasonable price such further copies of the
          Documentation as the Customer may reasonably request from time to
          time; and

     (b)  during its warranty obligations promptly provide, free of charge to
          the Customer, such revised and/or updated versions of the
          Documentation that are made from time to time, and at a reasonable
          price upon the expiration of its warranty obligations.

4.9  diligently and promptly furnish such information which the Customer may
     reasonably request from time to time in respect of and concerning the
     timely performance of the Supplier's obligations and responsibilities under
     this Agreement, including (i) compliance with the Delivery Schedule, (ii) a
     detailed methods statement setting forth

                                       10
<PAGE>

     the manner in which the Systems will be delivered to site, offloaded,
     craned and positioned within the relevant Designated Premises, and (iii) by
     August 15, 2000 for the Hong Kong Systems and six (6) weeks after
     confirmation of the location of the Designated Premises for the Taiwan,
     South Korea and Australia Systems, furnish detailed engineering and layout
     drawings for the installation.


4.10 diligently and promptly provide the Customer with responses to technical
     queries within two (2) Business Days.

4.11 diligently and promptly inform the Customer of any relevant defects,
     modifications, or future product development or enhancements which may be
     or may have been discovered in or made to or in respect of the Systems from
     time to time, after the Execution Date.

4.12 ensure that all the Systems shall be manufactured, stored and tested in
     accordance with the Specifications and properly packed and secured for
     delivery to the Customer at the specified locations in the Designated
     Premises in an undamaged condition.

4.13 upon receiving notice to such effect from the Customer, repair or replace
     free of charge any part of the Systems damaged or lost in transit. Due
     delivery of the Systems shall not be deemed to have taken place until
     replacement or repaired Systems have been delivered by the Supplier to the
     Customer. The Customer reserves the right to hold such damaged Systems at
     the Supplier's risk or to return them at the risk and expense of the
     Supplier.

4.14 procure a contract of carriage and insure the Systems from dispatch until
     delivery on terms currently in the trade to the benefit of the Customer,
     and promptly tender to the Customer a clean bill of lading, the insurance
     policy and invoice in respect of each part of the Systems to each of the
     Designated Premises; and maintain general liability insurance that is
     satisfactory to the Customer.

4.15 abide by all safety regulations and reasonable instructions or directions
     given by the Customer or its assignees, their site supervisors or
     authorized representatives, at the relevant Designated Premises, and shall
     not do anything that may affect the issuance of the occupation permit or
     such other permits, approvals or consents relating to, or other
     construction works in, the relevant Designated Premises.

4.16 pay all withholding taxes, other taxes, levies, duties and assessments of
     every nature due in connection with this Agreement required by applicable
     law, in accordance with Annex II.

4.17 execute and deliver to the Customer the Novation Agreement, as and when the
     Customer reasonably requires.

     The Supplier represents and warrants to the Customer that:

4.18 unless agreed to the contrary, all Systems shall be new, of merchantable
     quality, fit for the purposes notified by the Customer or set out in the
     Specifications, comply with best and current international standards, and
     will be delivered, installed, made operational

                                       11
<PAGE>

     and serviced in accordance with this Agreement, including the
     Specifications, the Delivery Schedule, and the Maintenance Agreement.

4.19 it has title to the Systems consistent with the rights granted to the
     Customer under the terms and conditions of this Agreement.

4.20 the title to the Systems shall be free and unencumbered and, where the
     Customer has complied with its material obligations hereunder, the Customer
     shall enjoy the unencumbered title to and quiet possession of all Systems.

4.21 the Documentation shall, by itself, be sufficiently comprehensive to
     enable relevant persons, suitably trained and certified by the Supplier or
     such other parties which the Supplier may approve, to operate and maintain
     the same (including first-level diagnosis and rectification of problems).

4.22 it is (and its employees, agents and permitted subcontractors are) fully
     experienced, properly qualified, registered, licensed, equipped, organized,
     and financed to perform the Supplier's obligations under this Agreement.
     The Supplier shall act as an independent contractor and not as the agent of
     the Customer in performing its obligations under this Agreement,
     maintaining complete control over its employees and all of its suppliers.

4.23 it will fulfill all applicable requirements from all relevant governing
     authorities, and will obtain and maintain all necessary approvals, permits,
     licenses, consents or authorizations:

     (a)  which may be required to export the Systems from the point of origin
          or manufacture;

     (b)  which may be required to import the Systems to the jurisdictions in
          which the Designated Premises are located and to deliver and install
          the same; and

     (c)  to enter into this Agreement and to perform and carry out its
          obligations hereunder.

4.24 the persons executing this Agreement on its behalf have express authority
     to do so.

4.25 the execution, delivery and performance of this Agreement does not violate
     any provision of any of its bylaws, charters, regulations or any other
     governing authority; nor does it violate any obligation pursuant to any
     contractual agreement between the Supplier and a third party to which the
     Supplier is bound at the time of the Execution Date.

4.26 the Systems and all related goods and services provided hereunder do not
     violate or in any way infringe upon the intellectual property rights of
     third parties.

4.27 it will immediately notify the Customer of any developments and reasons
     that might affect the Supplier's ability to fully perform and carry out its
     obligations under this Agreement.

                                       12
<PAGE>

4.28 it will notify the Customer in writing, before November 31, 2000, of the
     name and address of its local agents who will provide services in Hong
     Kong.

5.   TITLE TO AND RISK IN THE SYSTEMS


     Title to all Systems to be supplied under this Agreement shall pass to the
     Customer at the same time that risk passes under the CIF Terms. For the
     purposes of this Agreement the CIF Terms are hereby varied to the extent
     that risk shall pass to the Customer upon delivery to each of the
     Designated Premises.

6.   SYSTEMS WARRANTYS

6.1  The Supplier warrants that the Systems shall perform in accordance with the
     relevant Specifications during the Warranty Period.

6.2  In the event of any breach of clause 6.1, the Supplier shall, at its own
     cost, promptly do such things as may be necessary (including redesign,
     modification and/or replacement) to ensure compliance with the relevant
     Specifications.  In addition, the Customer has the right to request and
     obtain specific performance.  Any further rights and remedies beyond to the
     scope of clause 6.1 shall be excluded.

6.3  In the event that any System (or any component thereof) is repaired,
     replaced or modified during the Warranty Period, the System or component
     thereof which is repaired, replaced or modified shall be warranted for a
     further period of six (6) months from the date of repair, replacement or
     modification; provided, however, that under no circumstance shall the
     additional warranty period exceed the initial Warranty Period by more than
     six (6) months. The termination of this Agreement shall not adversely
     affect any Systems warranty which has been activated, and such warranty
     shall continue for such period as may be specified in this clause 6.

6.4  The Supplier acknowledges that the Customer shall not be deemed to have
     accepted any part of the Systems until after the Customer (or its nominated
     contractor) has actually inspected and tested the Systems and ascertained
     that they are in accordance with the Specifications; provided, however,
     that if the Customer puts the Systems into operation without the prior
     permission of the Supplier, such permission not to be unreasonably
     withheld, any such Systems shall be deemed to have been given Final
     Acceptance.  Further, the Customer may reject, by notice to the Supplier,
     any part of the Systems which is not in accordance with the Specifications
     within a reasonable time after inspection and testing in accordance with
     the Standard Testing Procedures.  Unless within a reasonable time of
     receipt of notice of rejection the Supplier collects such System, or any
     relevant part thereof, the Customer may dispose of such rejected System, or
     any part thereof, as the Customer shall think fit without prejudice to the
     Customer's right to claim for breach of this Agreement.  If any of the
     Systems supplied to the Customer are not in accordance with the
     Specifications, the Supplier shall at the option of the Customer forthwith
     upon notice being given either repair or replace such Systems.  If it is
     necessary to open up or dismantle any of the works or assemblies to permit
     such repair or replacement then the Supplier shall bear the costs of such
     opening

                                       13
<PAGE>

     up or dismantling, reassembly and making good after repairs, replacements
     and testing of such Systems to the Customer's reasonable satisfaction.

7.   PRICES AND TERMS OF PAYMENT

7.1  The Customer shall pay promptly the amounts set out in Annex II, upon each
     of the corresponding events therein and upon the Supplier complying with
     its material obligations under this Agreement.

7.2  Any invoices to be delivered shall be delivered by the Supplier to the
     Customer and be supported by such standard delivery and order documents
     (including bills of lading, airway bills or dispatch notes) as may be
     reasonably requested by the Customer and/or customary in Hong Kong, South
     Korea, Taiwan, or Australia as applicable to the given shipment.

7.3  If the Customer objects to an invoice and/or any of the supporting
     documents provided therewith, the Customer shall raise an objection within
     twenty (20) days of receipt of the relevant documents; otherwise the
     invoice shall be deemed as accepted by the Customer and the Customer shall
     pay the amount of such invoice within thirty (30) days from receipt of such
     invoice.

8.   ASSIGNMENT

8.1  Except as expressly provided in this Agreement, a party may not assign its
     rights or delegate its obligations under any part of this Agreement except
     with the prior consent of the other party.

8.2  Notwithstanding clause 8.1, the Customer may assign its rights and
     obligations under this Agreement  (a) on a System-by-System basis to the
     Principal Contractors and (b) in the case of merger, acquisition, or sale
     of all, or substantially all of the Customer's equity securities or assets,
     the Customer may assign this Agreement, provided, however, that such
     acquiring party or resultant entity shall agree to unconditionally accept
     all rights and obligations hereunder.  The Customer may also at any time
     assign this Agreement to any entity controlled by, controlling or under
     common control with the Customer.  The Supplier may transfer this Agreement
     to any third party who acquires all or substantially all of the Supplier's
     assets or equity securities provided that such acquiring party agrees to
     unconditionally accept all rights and obligations hereunder.

8.3  Upon the Customer assigning any of its rights and obligations under this
     Agreement, the Supplier will promptly and in good faith negotiate any
     Variation of this Agreement that is reasonably required by the assignee
     that has been entered into in respect of the Designated Premises, including
     insurance requirements, safety procedures, and security measures.

9.   INDEMNIFICATION & LIMITATION OF LIABILITY

9.1  Each party shall fully indemnify, defend and hold harmless the other party
     and its subsidiaries and affiliates, and the officers, agents, employees,
     successors and assigns

                                       14
<PAGE>

     and authorized representatives of all the foregoing, from and against any
     and all suits, actions, legal or administrative proceedings, claims,
     demands, damages, liabilities, interest, attorney's fees, costs, expenses,
     and losses of whatsoever kind or nature in connection with or incidental to
     any material breach of this Agreement by such party, whether arising before
     or after Final Acceptance of all the Systems hereunder.

9.2  Notwithstanding clause 9.1, neither party shall be liable for any indirect
     and/or consequential damages including, but not limited to, loss of profit,
     loss of production or loss of interest.

10.  FORCE MAJEURE

     Outbreak of war, whether declared or not, revolutions, general strikes,
     lockouts, labor disputes, governmental acts, outbreak of epidemics,
     earthquakes, inundations and unusual floods, unprecedented droughts and
     raging fires not due to the Supplier and in general any event the removal
     or prevention of which is (i) beyond the Supplier's control and (ii) beyond
     the ability of a prudent and experienced seller to control, shall be
     regarded as Force Majeure, and the Supplier shall not be responsible for
     delays arising out of the foregoing events.

11.  CONFIDENTIALITY

11.1 From time to time during the performance of this Agreement, the parties
     may deem it necessary to provide each other with Confidential Information.
     The parties each agree:

     (a)  to maintain the confidentiality of such Confidential Information and
          not to disclose the same to any third party, except as authorized by
          the original disclosing party in writing;

     (b)  to restrict disclosure of Confidential Information to employees who
          have a "need to know".  Such Confidential Information shall be
          maintained in strict confidence;

     (c)  to take precautions necessary and appropriate to guard the
          confidentiality of Confidential Information, including requiring its
          employees who handle such Confidential Information to enter into
          confidentiality agreements having terms substantially similar to those
          contained herein;

     (d)  that Confidential Information is and shall at all times remain the
          property of the disclosing party.  No use of any Confidential
          Information is permitted except as otherwise expressly provided herein
          and no grant of any proprietary rights is hereby given or intended,
          including any licence implied or otherwise; and

     (e)  to use such Confidential Information solely as required in performance
          of its obligations under this Agreement.

                                       15
<PAGE>

11.2 Except for necessary disclosures to professional advisers and bankers,
     neither party shall disclose to any third party the contents of this
     Agreement without the prior written consent of the other party.

11.3 Confidential Information will not include information that:


     (a)  is now, or hereafter becomes, through no act or failure to act on the
          part of the receiving party, generally known or available to the
          public;

     (b)  was acquired by the receiving party before receiving such information
          from the disclosing party and without restriction as to use or
          disclosure;

     (c)  is hereafter rightfully furnished to the receiving party by a third
          party, without restriction as to use or disclosure;

     (d)  is information which the receiving party can prove was independently
          developed by the receiving party;

     (e)  is required to be disclosed pursuant to law, provided the receiving
          party provides the other party, to the extent legally permissible,
          with prompt written notice of such requirement so that the other party
          may seek an appropriate protective order with respect thereto; or

     (f)  is disclosed with the prior written consent of the disclosing party.

11.4 Upon the expiration or earlier termination of this Agreement, the affected
     party shall immediately return all Confidential Information furnished
     hereunder and further agree to either destroy and certify the destruction
     of, or return to the other party within thirty (30) days following the
     expiration or termination date, all complete or partial copies of
     Confidential Information in the receiving party's possession or control,
     including any copies such party may have photocopied or otherwise
     duplicated on its own.

11.5 Notwithstanding any other provision in this Agreement, persons authorized
     to access Confidential Information may develop their general knowledge,
     skills and experience in respect of and concerning the other party's
     business and this, in itself, shall not constitute a breach of this clause
     11.

11.6 This clause shall survive the expiration or termination of this Agreement
     for a period of three (3) years.

12.  TERM OF AGREEMENT

     This Agreement shall be effective from the Execution Date until the
     expiration of System warranties given under this Agreement, or sooner if
     validly terminated pursuant to other provisions in this Agreement.

13.  DISPUTE RESOLUTION

13.1 A party shall not move to commence arbitration or court proceedings
     (except proceedings seeking interlocutory or injunctive relief) in respect
     of a Dispute unless it has first complied with this clause 13.

                                       16
<PAGE>

13.2 The party claiming that a Dispute has arisen shall notify the other party
     with a brief description of the size and nature of the Dispute.

13.3 Within seven (7) days after a notice is given under clause 13.2 the
     parties shall each nominate representative authorized to settle the Dispute
     on their behalf, and promptly notify the other party accordingly.

13.4 The parties shall ensure that, during the twenty (20) day period after
     notice is given under clause 13.2, their respective representatives use
     their best efforts with the other nominated representative:

     (a)  to resolve the Dispute; or

     (b)  to agree on:

          (i)       a process to resolve all or at least part of the Dispute
                    without arbitration or court proceedings (including
                    mediation, conciliation, executive appraisal or independent
                    expert determinations);

          (ii)      the selection and payment of any third party to be engaged
                    by the parties and the involvement of any dispute resolution
                    organization;

          (iii)     any procedural rules;

          (iv)      the timetable, including any exchange of relevant
                    information and documents; and

          (v)       the place where the meetings shall be held.

13.5 The role of any third party shall be to assist in negotiating a resolution
     of the Dispute. A third party may not make a decision that is binding on
     the parties unless the parties' respective representatives have so agreed
     in writing.

13.6 Any information or documents disclosed by a representative under this
     clause shall be kept confidential and may not be used by the parties or any
     third party except to attempt to settle the Dispute.

13.7 Each party shall bear its own administration costs of resolving the same
     under this clause and unless the parties otherwise agree in accordance with
     clause 13.4, they must bear equally the costs of any agreed third party
     that has been engaged.

13.8 After the twenty (20) day period referred to in clause 13.4, a party that
     has complied with clauses 13.2-13.4 may terminate the dispute resolution
     process and proceed to arbitration proceedings by giving notice to the
     other party.

13.9 Unless the parties otherwise agree in writing, all disputes arising out of
     or in connection with this Agreement will be referred to and resolved by
     final and binding arbitration in London in the English language in
     accordance with the Rules of the ICC, Paris. The party initiating
     arbitration proceedings will pay for the related expenses of the other
     party, excluding incidental business losses due to the arbitration
     proceedings, to the extent that such other party obtains a favorable final
     ruling. Any arbitration will be

                                       17
<PAGE>

           conducted by three arbitrators, two of which shall be appointed by
           the parties, respectively, and the third of which shall be jointly
           appointed by the other two arbitrators, and failing agreement to be
           nominated by the ICC. The arbitrators shall be experienced in
           conducting arbitration in the engineering sector. The parties agree
           that, except as required by applicable law or regulation, they will
           keep confidential the existence and outcome of any arbitration
           proceeding, as well as the contents thereof, and will require the
           arbitrators to adhere to the same obligation of confidentiality. Such
           obligations of confidentiality shall survive the termination or
           expiration of this Agreement.

     13.10 Prior to the settlement of any Dispute in accordance with this
           clause, the parties shall abide by their obligations under this
           Agreement without prejudice to a final adjustment in accordance with
           an award rendered in an arbitration or conciliation settling the
           Dispute.

     14.   ENTIRE UNDERSTANDING
           This Agreement:

           (a)  contains the entire agreement and understanding between the
                parties on everything connected with the subject matter of this
                Agreement; and

           (b)  except where provided to the contrary in this Agreement,
                supersedes any prior agreement or understanding, whether written
                or oral, express or implied, on anything connected with the
                subject matter of this Agreement.

     15.   FURTHER ASSURANCE

           Each party agrees that it shall at its own cost do all things
           (including executing all documents) necessary to give full effect to
           this Agreement, although not specifically provided for.

     16.   GOVERNING LAW AND JURISDICTION

           Unless otherwise agreed between the relevant parties in writing, this
           Agreement shall be governed by the laws of Hong Kong.

     17.   INCONSISTENCY

                                       18
<PAGE>

     To the extent there is any inconsistency between a provision of this
     document, another provision in any Annex of this document and any other
     document referred to in this Agreement:

     (a)  a specific provision takes precedence over a general provision; and

     (b)  the following order of precedence shall apply:

          (i)       this document;

          (ii)      Annexes.

18.  TIME OF THE ESSENCE, INCENTIVES AND LIQUIDATED DAMAGES

18.1 Time is of the essence of this Agreement.

18.2 If the parties agree to vary a time requirement, the time requirement so
     varied is of the essence of this Agreement.

18.3 An agreement to vary a time requirement contained in this Agreement shall
     be in writing.

18.4 In the event that a System achieves Provisional Acceptance prior to the
     scheduled Operational Date (as defined and specified in Annex III),
     Customer shall make an incentive payment of up to one half of one percent
     (0.5%) of the contract price of the System per week that qualifies for such
     payment (as provided for in Annex II) to the Supplier or, in the event of
     early achievement of Provisional Acceptance the number of days of which is
     not divisible by seven (7), the product of (i) one half of one percent
     (0.5%) and (ii) the number of days of the delay divided by seven (7).

18.5 In the event of any delay in the Operational Dates, the Supplier shall pay
     liquidated damages to the Customer, which shall be one half of one percent
     (0.5%) of the total contracted prices (as specified in Annex II) of the
     relevant Systems delayed per week or, in the event of a delay the number of
     days of which is not divisible by seven (7), the product of (i) one half of
     one percent (0.5%) and (ii) the number of days of the delay divided by
     seven (7).  The liquidated damages provided for herein shall be in lieu of
     any other rights or remedies that the Customer may have for damages against
     the Supplier in connection with any delay.  Liquidated damages shall not
     exceed five percent (5%) of the total contracted prices of the relevant
     Systems.  The Supplier hereby acknowledges and agrees that the liquidated
     damages the Supplier may be required to pay pursuant to this clause are a
     fair and reasonable pre-estimate of damages that the Customer would suffer
     in the event of delay of the Operational Dates, and permanently waives any
     rights it may have to argue, claim and/or plead that the liquidated damages
     that are payable under this clause constitute a penalty or are otherwise
     unenforceable for any reason whatsoever.

19.  NOTICES

                                       19
<PAGE>

     Notices required to be given by one party to another (including invoices)
     shall be in the English language unless expressly agreed otherwise, must be
     reduced to writing and personally delivered or transmitted by registered or
     certified post or electronic mail to the corresponding addresses specified
     below, and shall be effective upon receipt.

     (a)  The Supplier shall send notices to the Customer at the address first
          above written, or as may be advised by Customer in writing from time
          to time.

     (b)  The Supplier shall send notices to the Hong Kong Assignee as follows:


          Weelek Company Limited
          45th Floor, Sun Hung Kai Centre
          30 Harbour Road, Wan Chai
          Hong Kong
          Attn: Mr. Simon Kwok

     (c)  Customer shall send notices to the Supplier as follows:


          Piller GmbH
          Abgunst 24
          37520 Osterode
          Germany

     A party may change the addresses for giving notice from time to time by
     written instructions to the other of such change of address.

20.  PUBLIC ANNOUNCEMENTS


     Unless required by law, an announcement, circular or other public
     disclosure of the contents of this Agreement must not be made or permitted
     by a party without the prior written approval of the other party.

21.  SEVERABILITY

     If any term of this Agreement, or the application of such term to any
     person or circumstance, shall be held invalid, the remainder of this
     Agreement, or the application of such term to person or circumstances other
     than those to which it is held invalid, shall not be affected thereby.

22.  TERMINATION

22.1 The Customer may terminate this Agreement at any time by written notice to
     the Supplier if any of the following occurs:

     (a)  the Supplier fails to carry out any obligation under this Agreement,
          the failure or breach is capable of remedy and the Supplier does not
          remedy that failure or breach within fourteen (14) days after written
          notice to the Supplier requiring it to be remedied, including without
          limitation the Supplier's failure to achieve the full functionality of
          the Hong Kong Systems within ten (10) weeks of the relevant
          Operational Date;

                                       20
<PAGE>

     (b)  the Supplier convenes a meeting of its creditors or proposes or enters
          into a scheme of arrangement (except for the purpose of reconstruction
          or amalgamation) or a composition with any of its creditors;

     (c)  an application or order is made to or by a court or a resolution is
          passed for the winding up of the Supplier or notice of intention to
          propose such a resolution is given and such application or notice is
          not dismissed or rescinded within sixty (60) days thereafter;

     (d)  a receiver, or receiver and manager, or other similar controller or
          administrator is appointed in respect of the Supplier or the whole or
          any part of its undertaking, property or assets or any steps are taken
          for the appointment of such person;

     (e)  an entity holding a security interest in the assets of the Supplier
          enters into possession of or takes control of any of those assets or
          takes any steps to enter into possession of or take control of any of
          those assets;

     (f)  one or more of the representations made by the Supplier in subclauses
          4.19, 4.20, 4.23, 4.24, 4.25 and 4.26 of this Agreement is materially
          incorrect and any such representation is not made correct within
          fourteen (14) days after written notice to the Supplier requiring it
          to be made correct;

     (g)  a breach of any collateral agreements has occurred which gives rise to
          a right of termination of this Agreement thereunder; or

     (h)  if it becomes unlawful for the Supplier to perform its obligations
          under this Agreement.

22.2 The Supplier may terminate this Agreement at any time by written notice to
     the Customer if any of the following occurs:

     (a)  The Customer does not pay the Supplier the amounts due at stage
          payments according to the Payment Schedule within twenty-one (21) days
          after receipt of written notice.

     (b)  the Customer fails to carry out any obligation under this Agreement,
          the failure or breach is capable of remedy and the Customer does not
          remedy that failure or breach within fourteen (14) days after written
          notice to the Customer requiring it to be remedied;

     (c)  the Customer convenes a meeting of its creditors or proposes or enters
          into a scheme of arrangement (except for the purpose of reconstruction
          or amalgamation) or a composition with any of its creditors;

     (d)  an application or order is made to or by a court or a resolution is
          passed for the winding up of Customer or notice of intention to
          propose such a resolution is given and such application or notice is
          not dismissed or rescinded within sixty (60) days thereafter;

                                       21
<PAGE>

     (e)  a receiver, or receiver and manager, or other similar controller or
          administrator is appointed in respect of the Customer or the whole or
          any part of its undertaking, property or assets or any steps are taken
          for the appointment of such person;

     (f)  an entity holding a security interest in the assets of the Customer
          enters into possession of or takes control of any of those assets or
          takes any steps to enter into possession of or take control of any of
          those assets;

     (g)  one or more of the representations made by the Customer in subclauses
          3.6, 3.7 or 3.8 of this Agreement is materially incorrect and such
          representation is not made correct within fourteen (14) days after
          written notice to the Customer requiring it to be made correct;

     (h)  a breach of any collateral agreements has occurred which gives rise to
          a right of termination of this Agreement thereunder; or

     (i)  if it becomes unlawful for the Customer to perform its obligations
          under this Agreement.

22.3 Upon termination of this Agreement under clause 22.1, the Supplier shall
     return forthwith to the Customer such part of the price or other
     considerations paid by the Customer to the Supplier pursuant to clause 7
     without prejudice against any rights the Customer may have against the
     Supplier.

22.4 Termination of this Agreement under clauses 22.1 or 22.2 does not affect
     any claim either party may have against the other under this Agreement at
     the date of the termination.

22.5 The parties may by mutual written agreement terminate this Agreement.


22.6 In the event a Force Majeure Event should last more than six (6)
     consecutive months or one hundred eighty (180) days, either party shall be
     entitled to terminate the Agreement.

22.7 In the event that any part of this Agreement is assigned to an assignee,
     the right of termination of a party under this clause shall only apply to
     the extent defined in this Agreement and to such party that is affected by
     the events specified in this clause.  This Agreement shall remain in full
     force and effect between the other relevant parties hereto to the extent
     that a right of termination under this clause does not arise in relation to
     such other relevant parties.

23.  VARIATION

23.1 No amendment or Variation shall be effective unless it is in writing and
     signed by the parties.

23.2 In the event a Variation is reasonably requested by the Customer and the
     parties are unable to agree to all relevant modifications to this Agreement
     within thirty (30) days

                                       22
<PAGE>

     of the date that the Customer submits a request for Variation, the parties
     shall negotiate in good faith the necessary modifications to this
     Agreement. The Supplier shall use its best efforts to minimize any adverse
     effects a Variation may have upon the Supplier's obligations under this
     Agreement. Any additional expenditure the Supplier may incur pursuant to a
     Variation shall be reasonable and equitable, taking into account all
     relevant facts, matters and circumstances, and shall be paid for by the
     Customer within the times specified in Annex II, or within thirty (30) days
     after Final Acceptance of the Variation, whichever is later. Where a
     Variation shall result in a cost saving, that saving shall be fully passed
     on to the Customer, by way of a corresponding reduction of the Customer's
     payment obligations under this Agreement. If such Variation causes a delay
     in time, such delay shall be taken into consideration by the Customer, but
     only to the extent that such Variation is performed in a timely manner.

24.  WAIVER

24.1 A party's failure or delay to exercise a power or right does not operate
     as a waiver of that power or right.

24.2 The exercise of a power or right does not preclude either its exercise in
     the future or the exercise of any other power or right.

24.3 A waiver is not effective unless it is in writing.

24.4 Waiver of a power or right is effective only in respect of the specific
     instance to which it relates and for the specific purpose for which it is
     given.

25.  OTHER PROVISIONS

25.1 This Agreement has been created jointly by the parties, and no rule of
     construction requiring interpretation against the drafter of this Agreement
     shall apply in its interpretation.

25.2 If anything in this Agreement is unenforceable, illegal or void then it
     shall be severed from this Agreement and the rest of this Agreement shall
     remain in full force and effect.

25.3 This Agreement shall be signed in two original copies.  One shall be
     provided to each party.

                                       23
<PAGE>

EXECUTED as an agreement on the date set out at the commencement of the
Agreement.



SIGNED by                        )
                                 )
on behalf of                     )
                                 )
IASIAWORKS (HK) LIMITED          )


SIGNED by                        )
                                 )
on behalf of                     )
                                 )
PILLER GmbH Germany              )

                                       24
<PAGE>

                                    Annex I
                                    -------

                                 SPECIFICATIONS

1.   A PILLER UNIBLOCK T Diesel System, either Type A or Type B below. Three (3)
     sets of Type A are destined for Hong Kong, two (2) sets of Type B are
     destined for Taiwan, two (2) sets of Type B are destined for South Korea,
     and two (2) sets of Type B are destined for Melbourne, Australia.

(a)  HONG KONG SYSTEMS
     -----------------

     Type A Diesel System - PILLER UNIBLOCK T Diesel System - 3 Units

     Model No.:          PILLER Dynamic UPS Standard model 1600 LV, 380V, 50 Hz
                         (isolated redundancy configuration)
     UPS Type:           UNIBLOCK 1600TD including POWERBRIDGE
     Capacity:           16.5 MWs
     Autonomy:           12 seconds
                         Clutch SSS46 for Diesel UPS 1600 kVA
     Diesel Engine Type: Caterpillar 3512 B HD DI-TA, 1500 rpm (50Hz)
                         (suitable for the supply of 1600 kVA UBTD)
     Other remarks:      - Mounted on a rigid base frame on vibration dampers
                         together with the Uniblock-Machine SSS overhaul clutch
                         and SAE flange
                         - Electrical or mechanical driver radiators in front of
                         the diesel engine
                         - Electrical starting device including battery charger
                         - Diesel control cubicle

(b)  SYSTEMS DESTINED FOR TAIWAN
     ---------------------------


     Type B Diesel System - PILLER UNIBLOCK T Diesel System - 2 Units

     Model No.:          PILLER Dynamic UPS Standard model 1300 LV, 480V, 60 Hz
                         (isolated redundancy configuration for the supply of
                         1300 kVA critical load and 1000 kVA essential load)
     UPS Type:           UNIBLOCK 1300/1000TD including POWERBRIDGE
     Capacity:           16.5 MWs
     Autonomy:           12 seconds
                         Clutch SSS46 for Diesel UPS 1300 kVA
     Diesel Engine Type: Caterpillar 3516 B-DI TA, 1800 rpm (60Hz)
                         (suitable for the supply of 1600 kVA UBTD)
     Other remarks:      - Mounted on a rigid base frame on vibration dampers
                         together with the Uniblock-Machine SSS overhaul clutch
                         and SAE flange
                         - Electrical or mechanical driver radiators in front of
                         the diesel engine
                         - Electrical starting device including battery charger
                         - Diesel control cubicle


                                       25
<PAGE>

(c)  SYSTEMS DESTINED FOR SOUTH KOREA
     --------------------------------

     Type B Diesel System - PILLER UNIBLOCK T Diesel System - 2 Units

     Model No.:          PILLER Dynamic UPS Standard model 1300 LV, 380V, 60 Hz
                         (isolated redundancy configuration for the supply of
                         1300 kVA critical load and 1000 kVA essential load)
     UPS Type:           UNIBLOCK 1300/1000TD including POWERBRIDGE
     Capacity:           16.5 MWs
     Autonomy:           12 seconds
                         Clutch SSS46 for Diesel UPS 1300 kVA
     Diesel Engine Type: Caterpillar 3516 B-DI TA, 1800 rpm (60Hz)
                         (suitable for the supply of 1600 kVA UBTD)
     Other remarks:      - Mounted on a rigid base frame on vibration dampers
                         together with the Uniblock-Machine SSS overhaul clutch
                         and SAE flange
                         - Electrical or mechanical driver radiators in front of
                         the diesel engine
                         - Electrical starting device including battery charger
                         - Diesel control cubicle

2.   Exhaust Silencers
     Diesel engine exhaust silencer.  Outdoor noise level 85dB(A) at 1.5 meter
     distance.

3.   Fuel for Commissioning
     Estimated 30,000 liters of fuel, first fill is included in the cost.

4.   Offloading, cranage, positioning and installation
     Operations must be efficient, non-disruptive, and risk free, using industry
     best standards.

5.   Supervisory engineers from Piller Germany
     Sufficiently qualified engineers to supervise and ensure that all
     operations on site, including construction, installation, testing,
     commissioning and handover, are carried out smoothly, efficiently, error-
     free and on schedule using industry best standards for each location.


                                       26
<PAGE>

                                   Annex II
                                   --------

                              SYSTEMS AND PRICES

Among other things, this Annex II sets out prices for items listed in Annex I.

1.  The Hong Kong System

Fixed Costs items:
-----------------
SUPPLY ONLY CIF (ex-shipside, packing extra at cost)
1.  Type A - PILLER UNIBLOCK T Diesel System   3 Units    $ 2,550,168.60

The above cost includes all interconnection components, wiring fixtures and
fittings required to provide fully operation Systems at each Designated
Premises.  Apart from non-fixed items below, all other costs are inclusive in
the fixed cost above.

Non-Fixed items (inclusive for three units):
-------------------------------------------
The following non-fixed items are not included in price above. The payable
prices shall be finalized and priced when full parameters become known, subject
to assessment by independent third party jointly appointed by the Customer and
the Hong Kong Assignee. The Supplier shall not in any event charge actual prices
above those of the prices indicated below (if any), and shall provide the
Customer with an itemized list of cost components upon request.  The items
listed below are only to be ordered at the sole option of the Customer.

                                                                Price
                                                                -----
1.  Import taxes charges, duties, etc. (if any)           At cost, if
    required by local government or other competent       any
    regulatory authorities of Customer

2.  Offloading, cranage, insurance, delivery and          $   136,805.60
    placing of units in Designated Premises

3.  Exhaust Silencers                                     $   183,221.80

4.  Output Distribution Unit                              $   180,778.80

5.  Upper Transfer Switches                               $    24,427.20
                                                               per unit,
                                                               including
                                                           installation costs

6.  Installation (mechanical and electrical) and          $   244,295.70
    coolant

7.  Fuel for Commissioning                                $    14,657.70

8.  Supervisory engineers from Piller Germany (at         $    83,060.50
    competitive market rates), commissioning and
    testing

9.  Training Courses                                      $    39,087.30
                                                               excluding
                                                              travel and
                                                             accomodations


                                       27
<PAGE>

10 Maintenance Fee                                   $ 151,700 per year

11 Spare Parts                                       $  12,200 per year

2.    Systems destined for Taiwan
      ---------------------------

Fixed Costs items:
------------------
SUPPLY ONLY CIF (ex-shipside, packing extra at cost)
1.    Type B - PILLER UNIBLOCK T Diesel System   2 Units $ 1,872,462.65
                                                 Further units will be priced at
                                                 the same fixed unit price,
                                                 unless varied by a subsequent
                                                 term contract.

The above cost includes all interconnection components, wiring fixtures and
fittings required to provide fully operation Systems at each Designated
Premises.  Apart from non-fixed items below, all other costs are inclusive in
the fixed cost above.

Non-Fixed items (inclusive for two units):
------------------------------------------

The following non-fixed items are not included in price above. The payable
prices shall be finalized and priced when full parameters become known, subject
to assessment by an independent third party appointed by the Customer.  The
Supplier shall not in any event charge actual prices above the prices indicated
below (if any), and shall provide the Customer with an itemized list of cost
components upon request.  The items listed below are only to be ordered at the
sole option of the Customer.

                                                                Price
                                                                -----
1.  Import taxes charges or duties etc. (if any)              At cost
    required by local government or other competent
    authority of the Customer

2.  Offloading, cranage, insurance, delivery and                To be
    placing of units in Designated Premises                 confirmed

3.  Exhaust Silencers                                     $280,940.00

4.  Low Voltage Distribution Cubicles                     $112,376.00

5.  Installation (electrical and mechanical) and                To be
    coolant                                                 confirmed

6.  Fuel for Commissioning                                $ 11,237.60

7.  Supervisory engineers from Piller Germany (at         $ 84,282.00
    competitive market rates), commissioning and
    testing

8.  Training Courses                                      $ 39,087.30
                                                            excluding
                                                           travel and
                                                        accomodations

9.  Maintenance Fee                                       $165,000.00
                                                             per year


                                       28
<PAGE>

10  Spare Parts                                           $12,200 per
                                                                 year

11  Soot Filter                                                 To be
                                                            confirmed

12  Transfer Switches                                           To be
                                                            confirmed

    Within eight (8) weeks of the Execution Date of the Turnkey System
    Agreement, the Supplier shall submit a lump sum price and detailed price
    breakdowns for the works contained in items (2) and (5) above.

3.  Systems destined for South Korea
    --------------------------------

Fixed Costs items:
-----------------
SUPPLY ONLY CIF (ex-shipside, packing extra at cost)
1.  Type B - PILLER UNIBLOCK T Diesel System  2 units    $1,872,462.65
                                              Further units will be priced at
                                              the same fixed unit price, unless
                                              varied by a subsequent term
                                              contract.

The above cost includes all interconnection components, wiring fixtures and
fittings required to provide fully operation Systems at each Designated
Premises.  Apart from non-fixed items below, all other costs are inclusive in
the fixed cost above.

Non-Fixed items (inclusive for two units):
------------------------------------------
The following non-fixed items are not included in price above. The provisional
prices are estimates only and shall be finalized and priced when full parameters
become known, subject to assessment by independent third party appointed by the
Customer.  The Supplier shall not in any event charge actual prices above those
of the prices indicated below (if any), and shall provide the Customer with an
itemized list of cost components upon request.  The items listed below are only
to be ordered at the sole option of the Customer.

                                                                Price
                                                                -----
1.  Import taxes charges or duties etc. (if any)              At cost
    required by local government or other competent
    regulatory authority of the Customer

2.  Offloading, cranage, insurance, delivery and                To be
    placing of units in Designated Premises                 confirmed

3.  Exhaust Silencers                                     $280,940.00

4.  Low Voltage Distribution Cubicles                     $112,376.00

5.  Installation (electrical and mechanical) and                To be
    coolant                                                 confirmed

6.  Fuel for Commissioning                                $ 11,237.60

7.  Supervisory engineers from Piller Germany (at         $ 84,282.00
    competitive market rates), commissioning and
    testing

                                       29
<PAGE>

8.  Training Course                                       $ 39,087.30
                                                            excluding
                                                           travel and
                                                        accomodations

9.  Maintenance Fee                                      $165,000 per
                                                         year

10  Spare Parts                                          $ 12,200 per
                                                         year

10  Soot Filter                                                 To be
                                                            confirmed

11  Transfer Switches                                           To be
                                                            confirmed

Within six (6) weeks after notification to the Supplier of the Korea Designated
Premises, the Supplier shall submit a lump sum price and detailed price
breakdowns for the works contained in items (2) and (5) above.

Payment Schedule
----------------

Payments by Customer under this Agreement shall be made by stages in accordance
with the following schedule:

(a)  twenty-five percent (25%) of the Fixed Costs Items within seven (7) days of
     the Execution Date;

(b)  a further twenty-five percent (25%) of the Fixed Costs Items when all the
     goods are ex works ready for collection as certified by the Customer in
     writing following testing on the Supplier's premises; provided, however,
     that the Supplier shall notify the Customer in writing thirty (30) days in
     advance of such testing of the relevant Systems so as to enable the
     Customer to send a representative to observe testing at the Supplier's
     facilities and certify in writing at the Supplier's facilities that the
     goods are ex works ready for collection.  If the Customer does not send a
     representative to observe testing, then the Supplier shall certify in
     writing that all the goods are ex works ready for collection;

(c)  a further thirty percent (30%) of the Fixed Costs Items upon confirmation
     and acknowledgement by the Customer's nominated representative of
     successful delivery of all the relevant ordered Systems to the relevant
     Designated Premises;

(d)  a further ten percent (10%) of the Fixed Costs Items after achieving Final
     Acceptance of all the relevant Systems for a Designated Premise;

(e)  a further five percent (5%) of the Fixed Costs Items upon delivery of all
     final version of Documentation after Final Acceptance; and

(f)  the final five percent (5%) of the Fixed Costs Items at the expiration of
     the Warranty Period as may be extended by virtue of Clause 6.3 of this
     Agreement.

The Customer shall take out two letters of credit, one for the payment described
in (b) above and one for the payments described in (c) and (d) above, with a
bank acceptable to both parties.

                                       30
<PAGE>

Letters of credit shall be established within four (4) weeks of receipt of a pro
forma invoice from the Supplier.

                                       31
<PAGE>

                                   Annex III
                                   ---------

                               DELIVERY SCHEDULE

<TABLE>
<CAPTION>
                   # of    Ex Works       Shipment      Arrival      Placement     Operational
Destination       Systems    Dates         Dates         Dates         Dates         Dates
-----------       -------    -----         -----         -----         -----         -----
<S>               <C>     <C>         <C>           <C>           <C>           <C>
Hong Kong            3    10/24/2000    10/31/2000    11/24/2000     12/5/2000       1/5/2001
Taiwan               1     11/2/2000     11/7/2000     12/4/2000    12/12/2000      1/24/2001
Taiwan               1     11/9/2000    11/14/2000    12/11/2000    12/19/2000      1/24/2001
South Korea          2    11/16/2000    11/21/2000    12/23/2000      1/2/2001       2/6/2001
Australia            2    11/23/2000    11/28/2000      1/4/2001     1/11/2001      2/15/2001
</TABLE>

Nine (9) Systems are to be supplied in total: three (3) to the Designated
Premises in Hong Kong, two (2) to the Designated Premises in South Korea, two
(2) to the Designated Premises in Taiwan, and two (2) to the Designated Premises
in Melbourne, Australia.

Unless otherwise agreed by the parties, all Systems are to be supplied by sea
freight.

For the Hong Kong Systems, in the event that the Supplier is unable to ship the
Systems by the relevant Shipping Dates listed above, the Customer, at its sole
discretion, may demand that the Supplier provide air freight schedules and may
further demand that the Supplier air freight the Systems to Hong Kong.  If the
Supplier reasonably believes that air freight is impracticable, a final
determination shall be subject to assessment by an independent third party
appointed by the Customer.  The Supplier shall arrange for and pay the cost of
air freight, but only to the extent that such cost does not exceed three and
one-half percent (3.5%) of the total contracted price of the Hong Kong systems
as specified in Annex II, and the Customer shall waive its right to liquidated
damages pursuant to this Agreement.  If the Customer chooses not to exercise its
right to air freight the Hong Kong Systems, then the Customer's right to
liquidated damages under this Agreement will not be waived.  Weelek Company
Limited and iAdvantage Limited shall still be entitled to extend the February
14, 2001 commencement date for liquidated damages as set forth under the service
agreement, dated June 10, 2000 in respect of and concerning the property
described therein (the "Service Agreement"), if the placement of the Hong Kong
Systems occurs after the Placement Date (and is hence deemed a Force Majeure
event under the Service Agreement), regardless of whether the Hong Kong Systems
could have been placed by the Placement Date were Weelek to exercise its option
to air freight the Hong Kong Systems.

For the South Korea and Taiwan Systems, in the event that the Supplier
reasonably anticipates a delay ex works of eighteen (18) days or more, then the
Customer, at its sole discretion, may demand that the Supplier provide air
freight schedules and may further demand that the Supplier air freight the
Systems to South Korea and/or Taiwan, as the case may be.  If the Supplier
reasonably believes that air freight is impracticable, a final determination
shall be subject to assessment by an independent third party appointed by the
Customer.  In such event, the Supplier shall arrange for and pay the cost of air
freight, but only to the extent that such cost does not exceed three and one-
half percent (3.5%) of the total contracted price of the relevant Systems as
such prices are specified in Annex II, and the Customer shall waive its right to
liquidated damages pursuant to this Agreement.  If the Customer chooses not to
exercise its right to air freight the Taiwan and/or South Korea Systems, the
Customer's right to liquidated damages under this Agreement shall not be waived.

                                       32
<PAGE>

In the event that the Customer exercises its right to air freight the Systems
even though the Supplier is able to ship the Systems on time, and as a result
the new Arrival Date is earlier than the Arrival Date specified above, then the
Placement Date and Operational Date for the relevant System shall be moved
forward by the same number of days as the Arrival Date is moved forward.

A System will satisfy its Operational Date only after the Customer has issued
its Provisional Acceptance.  The Supplier undertakes to supply adequate numbers
of professionally qualified full-time staff to be placed on the Designated
Premises to ensure that the proper site preparations, equipment installation,
and the subsequent testing, commissioning and handover of all the Systems to be
supplied and installed under this Agreement are supplied and installed in
accordance with this Agreement.

In the event that the Supplier incurs delays due to instruction from the
Customer to suspend work for the occupation permit process, and such delays in
the aggregate exceed ten (10) hours, then the Supplier shall be allowed to claim
an extension to the Operational Date that is equivalent to the additional time
required to make up for interrupted tasks, so that the Supplier is put in the
same position as if the interruption had not occurred.  The Supplier shall
record all interruptions in writing, promptly provide the Customer written
notice along with its record of interruptions after the sum total of such
interruptions exceeds ten (10) hours, and thereafter provide the Customer with
prompt written notice after the occurrence of additional interruptions; such
notice shall include (i) the date of the relevant interruption, (ii) the length
of the relevant interruption, and (iii) in the event that the requested
extension to the Operational Date exceeds the length of the relevant
interruption, an explanation for such excess.  The parties shall mutually agree
on the length of all such interruptions.

Upon written request of the Customer made at least twenty-four (24) hours in
advance, the Supplier shall perform testing and commissioning outside of normal
working hours, and the Customer shall pay the Supplier any resulting actual
overtime costs that result from such requests.  The Supplier confirms that the
overtime premium above normal wages shall not exceed the following rates: DM
107.5 per hour per worker during weekdays; and DM 215 per hour per worker on
Saturdays, Sundays and German public holidays.

                                       33
<PAGE>

                                   Annex IV
                                   --------

                                 DOCUMENTATION

All documents (whether in electronic format or otherwise):

1.   identifying specific design criteria relating to Systems that are to be
     installed in the Designated Premises: ten (10);

2.   comprising working drawings (including but not limited to all equipment
     layout showing interconnecting cabling works, interconnecting ducting works
     and interfacing e&m connection points and interfacing point schedule to
     integrate with the Customer's building management system) and design
     specifications to enable Customer to carry out all necessary design work to
     accommodate the Systems within the Designated Premises;

3.   containing specific lists of recommended spares with recommendations on the
     level of spares to be held for each Site: ten (10);

4.   describing the performance, operations, usage, design and maintenance of
     the Systems that ought to be in the possession, control or custody of the
     Customer, to permit the Customer to commercially utilize the Systems in the
     manner notified to the Supplier or as may be reasonably expected, having
     regard to all relevant facts, matters and circumstances: ten (10);

5.   other matters that may be of relevance to this Agreement, including as-
     built drawings, operating, maintenance and training manuals and other
     training documents: ten (10); and

6.   Sufficient technical parameters to enable the Customer to obtain all
     requisite consents, permits, approvals and licences from the relevant
     competent authorities.

                                       34
<PAGE>

                                    Annex V
                                    -------

                              HONG KONG PREMISES

The Hong Kong Systems shall be delivered to the Hong Kong premises as follows:

The Hong Kong Assignee's designated location on the 6th Floor of the building
erected on All That piece or parcel of ground situate in Hong Kong and
registered at the Urban Land Registry as the Remaining Portion of Chai Wan
Inland Lot No. 30 (the "Hong Kong Premises").

                                       35
<PAGE>

                                   Annex VI
                                   --------

                      ALL-INCLUSIVE MAINTENANCE AGREEMENT
                  (based on our sales and delivery conditions)

Clause 1: Purpose of the Agreement
----------------------------------

     The purpose of this All-Inclusive Maintenance Agreement (the "Maintenance
Agreement") is the preventive and emergency maintenance of the Systems described
in the Turnkey System Agreement between iAsiaWorks (HK) Limited ("Customer",
which term shall, unless excluded by or repugnant to the subject or context,
include its executors, administrators, successors and permitted assigns) and
Piller GmbH Germany ("Supplier", which term shall, unless excluded by or
repugnant to the subject or context, include its executors, administrators,
successors and permitted assigns), dated July 6, 2000.  This Maintenance
Agreement shall become valid immediately upon Provisional Acceptance as such
term is defined in the Turnkey System Agreement.  The Maintenance Agreement
consists of these contract conditions, the Maintenance Agreement Schedule, and
the Standard Testing Procedures Checklist attached to the Turnkey System
Agreement as Annex VIII.

Clause 2: Scope of Work
-----------------------

     The scope of work is fixed by the Maintenance Agreement Schedule and the
Standard Testing Procedures Checklist which are incorporated herein and integral
to this Maintenance Agreement.  Work will be carried out at the times specified
therein.

All labor and spare parts costs shall be included in the contracted price for
this Maintenance Agreement.  Replacement parts may be new or exchanged parts,
but exchanged parts shall be used only with the prior written consent of the
Customer.

This Maintenance Agreement will be valid for the Systems described in the
Turnkey System Agreement.  This Maintenance Agreement may be extended to cover
additional equipment by negotiating and signing further Maintenance Agreement
Schedules.

Clause 3: Obligations of the Supplier
-------------------------------------

     The Supplier is obligated to make available all necessary tools, assistance
and test equipment for carrying out the inspections in a proper manner.  Any
faults discovered during a given inspection will be rectified during such
inspection if practicable.

Clause 4: Customer's Obligations
--------------------------------

     The Customer shall be obligated to afford unhindered and safe access at the
agreed times to the staff of the Supplier.  The Customer shall further ensure
that the relevant Systems are made available for the necessary work.  Safety
regulations and other rules are only effective if the Supplier is advised of
them at the time of this Maintenance Agreement or if they are later incorporated
into the Maintenance Agreement as an attachment thereto.

Clause 5: Assignment and Subcontracting
---------------------------------------

  Except as expressly provided in this Maintenance Agreement, a party may not
assign its rights or delegate its obligations under any part of this Maintenance
Agreement except with the prior consent of the other party.

                                       36
<PAGE>

  Notwithstanding the foregoing, the Customer may assign its rights and
obligations under this Agreement  (i) to Weelek Limited or (ii) in the case of
merger, acquisition, or sale of all, or substantially all of the Customer's
equity securities or assets, the Customer may assign this Agreement, provided,
however, that such acquiring party or resultant entity shall agree to
unconditionally accept all rights and obligations hereunder.  The Customer may
also at any time assign this Agreement to any entity controlled by, controlling
or under common control with the Customer.  The Supplier may transfer this
Agreement to any third party who acquires all or substantially all of the
Supplier's assets or equity securities provided that such acquiring party agrees
to unconditionally accept all rights and obligations hereunder.


Clause 6: Inspection Appointments
---------------------------------

  If no fixed dates for inspection have been agreed, inspection dates are to be
agreed upon in writing at least ten (10) Business Days (as such term is defined
in the Turnkey Systems Agreement) in advance.  Postponement of inspection dates
may be made by either party up to three (3) Business Days in advance.
Agreements and postponements in regard to inspection dates shall be made between
the parties in writing.

Clause 7: Alteration and Interruption
-------------------------------------

  If the work cannot be carried out on site for reasons under the control of the
Customer, the Supplier may charge half of the contracted price.  In the event
that delays are caused by the Customer, the Supplier shall notify the Customer
of such delays in writing and charge the Customer according to the expenses
incurred by the Supplier under the Supplier's service price list.  If the work
is interrupted because of circumstances under the control of the Customer, the
entire maintenance price will be charged.

Clause 8: Special Conditions for All-In Agreements
--------------------------------------------------

  This Maintenance Agreement is an all-in contract, and therefore includes
necessary costs, including without limitation labor, travel, and spare parts.

Clause 9: Reimbursement, Terms of Payment, Changes
--------------------------------------------------

  The contracted price is an annual charge as described in further detail in
the Maintenance Agreement Schedule.

  Twenty-five percent (25%) of the contracted price shall be paid at each of the
payment dates set forth in the Maintenance Agreement Schedule.  Payment shall be
due within thirty (30) days of the date of the receipt of the relevant invoice
by the Customer.  In the event that the Customer does not make timely payment,
the Supplier shall be entitled to claim interest on such late payment of five
percent (5%) above the then current reference interest rate of the European
Central Bank.

  The Customer shall only be entitled to balancing of accounts or retention if
counterclaims or notification of defects are agreed between the parties in
writing.

Clause 10: Validity of Agreement, Termination, Amendments
---------------------------------------------------------

  This Agreement is valid for a period of five (5) years, and shall expire at
the end of five (5) years after its date of execution unless the parties
negotiate an extension at least two (2) months before the date of expiration.

  Either party may terminate this Agreement if the other party commits a
material breach of this Maintenance Agreement and fails to remedy such breach
within fifteen (15) days

                                       37
<PAGE>

following written notification thereof.

  Termination shall be made in writing.

Clause 11: Liability
--------------------

  The Supplier will accept liability for damage to any of the Systems to be
inspected under this Maintenance Agreement which is caused by the Supplier's
staff or by personnel acting on behalf of the Supplier.

  The Supplier shall not be liable for any loss or damage to equipment not
included under the definition of Systems as such term is defined in the Turnkey
Systems Agreement.

  The Supplier shall not be liable for any damages or loss arising after the
termination of this Maintenance Agreement, or for any damages or loss arising
from any illegal acts of other parties.

  Neither party shall be liable to the other for any indirect or consequential
damages, including without limitation loss of profit, loss of production, loss
of interest and loss of performance.

  The Supplier shall not be liable for any damages or loss as a result of faulty
installation or commissioning carried out by the Customer or third parties, or
the use of improper materials which do not meet the original specifications of
the Systems, or non-observance of the operation and maintenance instructions
supplied to the Customer by the Supplier, or improper or excessive use of
chemical, electrical or electro-chemical influences on the Systems outside the
control of the Supplier.

Clause 12: Guarantee
--------------------

  All work performed by the Supplier under this Maintenance Agreement is
guaranteed for a period of six (6) months.  Spare parts supplied under this
Maintenance Agreement are subject to the Supplier's guarantee.

Clause 13: Miscellaneous
------------------------

  Employees of the Supplier are not permitted to make any amendments to this
Maintenance Agreement or any promises which differ from the terms and conditions
contained herein.  Clauses 8, 10, 11, 13, 14, 15, 16, 17, 19, 21, 24 and 25 of
the Turnkey System Agreement are hereby incorporated in this Agreement by
reference.

                                       38
<PAGE>

                        MAINTENANCE AGREEMENT SCHEDULE

For 3 off Uniblock T 1670 D

     Serial numbers:  ___________ to be determined
                      ___________ to be determined
                      ___________ to be determined

     including these elements:


     1.   Preventive Maintenance for 3 x UB T 1670 D excluding
          diesel engine.
          Annual Maintenance
          Semiannual Maintenance
          Carried out by Piller according to our checklist.
          Including travel Time, daily allowance, hotel
          accommodations.

     2.   Preventive Maintenance for the diesel engines
          Annual inspection
          Carried out by Piller certified personnel according to
          manufacturer specification (depending on diesel engine).
          Including travel time, daily allowance, hotel accommodation.
          (Assumes preventive maintenance to be conducted at all three sites on
          single trips.)

     3.   Spare parts (Piller parts)
          Piller will keep x Level III spare part kits on site
          Customer has to provide required stock room

     4.   Spare parts (diesel kit)

     5.   Monthly diesel test (12/year)
          (refill of diesel fuel to be done by Customer's local personnel)

     6.   Remote Diagnostic (Apoconnect)
          within 24-hour Emergency Availability
          including 2 x remote diagnostic checks/year

     7.   Emergency Support

          a)  Local Support
          within 4 hours on-site response with Piller Level II certified service
          personnel with remote backup from Piller Germany, who shall repair the
          relevant System within 24 hours, failing which
          Piller Germany shall carry out work as soon as possible and on the
          next available flight.

                                       39
<PAGE>

          b)  Piller Germany Support with next available flight out of Germany
          after 24 hours of local repair with telephone support from Piller GmbH

     8.   Extended Warranty includes necessary costs for working time, travel
          costs and materials or trouble-shooting; batteries for the diesel
          engine are covered as consumable parts.

     9.   Consumable Parts

          Diesel engine
          Oil (depending on usage)

     10.  Insurance premium paid by the Supplier.


TOTAL SUM                               $151,700
                                        Plus $12,200 for spare parts

Prices:   all prices are on an annual basis for this specific equipment and are
          based upon a 5-year contract period commencing from Provisional
          Acceptance by the Customer.

Payment:  4 quarterly installments, to be paid at the end of each quarter,
          starting at Provisional Acceptance 30 days after date of invoice net

In the event that the Customer purchases additional Systems for any of the
Designated Premises, the following items shall be repriced to reflect any
additional costs to the Supplier: preventive maintenance; maintenance for the
diesel engines; monthly diesel test; consumable parts; insurance; and local
support.

After five years from the commencement of the warranty, the parties shall
negotiate in good faith to extend such warranty as required by the Customer,
subject to assessment by independent third party appointed by the Customer.

In the event of any conflict between this Maintenance Agreement  Schedule and
the conditions in the All-Inclusive Maintenance Agreement, the Maintenance
Agreement  Schedule shall prevail.

                                      40
<PAGE>

                                   Annex VII
                                   ---------

                       SCOPE OF WORK (HONG KONG SYSTEMS)

1.0  3 sets    Rotary Diesel UPS
     .    UBTD 1600, 380V/50 Hz, with internal automatic bypass
     .    Powerbridge 16.5 MWs
     .    Diesel engine CAT 3512, mounted on a common base-frame together with
          Piller rotary UB-machine via SSS overhaul-clutch.
     .    Noise and emissions as already specified by Piller GmbH, which has to
          be confirmed by the customer
          Electrical driven radiator for cooling of the diesel engine
     .    Exhaust-silencer for an exhaust noise-level of 85 dB(A) in 1.5 meters
          distance outdoor
     .    Delivery, off-loading, cranage and placing into position on site.

2.0  24 sets   Automatic Transfer-switches APOTRANS (as an option and priced
separately)
               AT 630, 3-pole

3.0  1    Electrical installation, incl.
     .    Cable-works between UPS output and Transfer switch input, incl. the
          required switchboards
     .    Interconnection between UPS's, transfer switches and diesel-
          engine/diesel-control cubicle and for the internal communication of
          our units.
     .    The supply of the cable length will be up to 10 meters each.

4.0  1         Mechanical installation, incl.
     .    Erection on site for UPS, switchboards, base-frames, transfer
          switches, exhaust silencer and radiators
     .    Air ducts between UPS cubicles and UPS-machine, as well as air ducts
          between UPS machine and outlet. This supply is based on a distance
          between UPS-cubicle and the rotary converter of up to 7 meters.
          Water-pipe work between radiator and diesel engine.
     .    Fuel-pipe work between day tank and diesel engines. These pipe works
          will be supplied until a length of 20 meters each.

5.0  3 sets    Diesel-engine silencer
     .    The exhaust silencer will be provided for an outdoor noise-level of 85
          dB(A) in 1.5 meters.
     .    The delivery of these includes all pipes between diesel engine and
          muffler and ends on the flange at the muffler exhaust outlet.

6.0  1         Fuel for commissioning

               The fuel will be provided to the bulk storage tank.

7.0  1         Supervision for the erection, commissioning and testing-phase

                                      41
<PAGE>

           For a.m. works it is planned to send Piller GmbH's engineers on site
           for the duration of the installation, commissioning and hand over.


8.0  5 sets    Documentation

           Including engineering drawings and manuals for the equipment and
           maintenance.


The scope of supply also describes equipment and services to be provided by
Piller GmbH to include the design, manufacture, delivery to site, clearing of
customs, cranage, installation, off site and on-site testing, commissioning, and
demonstration to the Customer.

All interconnecting pipe work, support brackets, fixtures and fittings, cabling,
and ancillary equipment  required to supply a fully operational system will be
included.

In addition to the a.m. items, the scope of supply is also shown in the attached
drawing (drw. No. 42.8.095.8354)

All Piller equipment will be delivered in accordance with the standards set
forth in Annex I.

Only for clarification, the following items are not included in the scope of
----------------------------------------------------------------------------
works.
------


1.0  The day tanks will be supplied and installed by the customer

2.0  All components/facilities/devices upstream of the UPS and downstream the
     transfer switches will be provided by the customer. Transfer switches-
     supply to be confirmed by the customer and given as a separate line-priced
     item in the Turnkey System Agreement.

3.0  All cable work to feed to UPS and downstream the Transfer switches will be
     provided by the customer.

4.0  Louvers and noise damping-equipment on the front walls of building to cover
     the attenuator will be completely supplied and installed by the Customer.
     The Customer shall remove and replace these louvers to allow access for
     installation as required and agreed by both parties.

5.0  All required test loads, including the cable works, will be provided by the
     Customer.

6.0  All cableways, traces and apertures in the existing structure and making
     good, to allow for the installation of cable support systems and cable,
     shall be provided by the customer.

7.0  The supply and preparation include free access to the cableways, which the
     Customer must provide.

8.0  All reinforcements within the building to carry the load of the Piller
     equipment shall be provided by the Customer. This shall also include all
     access ways inside the building.

9.0  The Customer shall insure that side conditions e.g. temperature, humidity
     and cleanness are in accordance with the requirements of the Piller
     specifications. The figures shall not exceed:

                                       42
<PAGE>

           Temperature:     0-40C
           Humidity:      0-95%

10.  The Customer shall confirm and ensure that all external access points,
     roads and standing areas to be used during off-loading and craning of the
     equipment are all capable of withstanding the imposed loads of the
     transportation equipment, cranage and Piller equipment during the delivery
     period.

11.  Exhaust pipe work downstream to the exhaust silencer.

12.  Any further airducts as mentioned in item 4.0 in the scope of supply will
     be supplied by the client.

13.  If any Hong Kong government approvals or permissions are required, this has
     to be handled by the Customer, except those approvals and permissions
     related or incidental to the import, delivery and installation of the Hong
     Kong Systems and the Supplier's staff. All required information concerning
     the Piller equipment shall be provided within five (5) working days after
     signing the Turnkey Systems Agreement.

14.  The cost for flights, hotel and accommodation are not included in the
     prices for the Piller supervisor and commissioning engineers, nor are they
     included in the cost of customer training.

                                       43
<PAGE>

                                  Annex VIII
                                  ----------

           SYSTEMS STANDARDS & STANDARD TESTING PROCEDURES CHECKLIST

                                       44
<PAGE>

                         Dated the day of July 6, 2000
                         -----------------------------

                            IASIAWORKS (HK) LIMITED


                                      and

                            WEELEK COMPANY LIMITED


                                      and

                              PILLER GmbH GERMANY

               ________________________________________________

                              NOVATION AGREEMENT

               ________________________________________________



                             Woo, Kwan, Lee & Lo,
                               Solicitors & c.,
                           26th Floor Jardine House,
                              1 Connaught Place,
                              Central, Hong Kong
<PAGE>

THIS NOVATION AGREEMENT is made the       day of July 6, 2000

BETWEEN

IASIAWORKS (HK) LIMITED a company organized under the laws of Hong Kong with
offices at 27/th/ Floor, Hongkong Telecom Tower, 979 King's Road, Quarry Bay,
Hong Kong ("the Assignor", which term shall, where the context so admits,
include its successors and assigns); and

WEELEK COMPANY LIMITED, a company incorporated in Hong Kong with offices at
45/th/ Floor, Sun Hung Kai Centre, 30 Harbour Road, Hong Kong ("the Assignee",
which term shall, where the context so admits, include its successors and
assigns); and

PILLER GmbH GERMANY, a company organized under the laws of Germany with offices
at Abgunst 24, 37520 Osterode, Germany ("the Supplier", which term shall, where
the context so admits, include its successors and assigns)

WHEREAS

(1)  The Assignor, iAdvantage and the Assignee have entered into a services
     agreement dated June 10, 2000 ("Controlling Agreement") in respect of and
     concerning the long-term lease of the property described therein from the
     Assignee to the Assignor.

(2)  The Assignor and the Supplier have entered into a turn-key system agreement
     of even date herewith ("the Turnkey Agreement") whereby the Supplier agreed
     to supply, deliver and install three sets of PILLER UNIBLOCK T Diesel
     Systems more particularly described in the Turnkey Agreement ("the
     Systems") in Hong Kong. The Premises are more particularly described in
     Annex V of the Turnkey Agreement ("the Premises").

(3)  Pursuant to the Controlling Agreement and an amendment thereto, the
     Assignor has agreed to assign to Weelek all the rights, obligations and
     benefits of the Turnkey Agreement in so far as they relate to the Hong Kong
     Systems and Weelek has agreed to accept such assignment and all
     corresponding rights, obligations and benefits ("Rights").


NOW, THEREFORE, for good and valuable consideration and in consideration of the
mutual covenants and conditions hereby contained, the parties hereby agree as
follows:

THIS AGREEMENT WITNESSETH AS FOLLOWS:-

1.   Interpretation
     --------------

     Words denoted the singular shall include the plural and vice versa, and
     words denoting one gender shall include all other genders;

     Words and expressions defined in the Turnkey Agreement shall, unless
     otherwise defined, have the same meaning in this Agreement;

                                       1
<PAGE>

     Marginal notes and headings are intended for guidance only and the
     provisions herein shall not be in any way affected or limited thereby;


     All references to "Hong Kong" shall mean the Hong Kong Special
     Administrative Region, of the People's Republic of China and reference to
     "the Government" shall mean the Government of Hong Kong.

2.   Assignment
     ----------

2.1  In consideration of the Assignee's undertakings herein, the Assignor HEREBY
     ASSIGNS unto the Assignee the full benefit of the Turnkey Agreement in
     respect of the Hong Kong Systems and all rights, titles, benefits,
     advantages, claims and demands whatsoever relating to the same to which the
     Assignor is thereby or otherwise in any manner entitled TO HOLD the same to
     the Assignee absolutely.

2.2  The Assignor shall perform all such lawful acts, assurances and things for
     further or more perfectly assuring the Turnkey Agreement, or any part
     thereof which may be still vested or may at any later date be vested in the
     Assignor in so far as it relates to the Hong Kong Systems, to the Assignee
     and to those deriving all rights, titles, benefits, advantages, claims and
     demands whatsoever relating to the same under the Assignee, as shall from
     time to time and at all times be reasonably requested by the Assignee, or
     any person deriving title under it, to be executed and done at the costs of
     the Assignee.

2.3  The Assignor represents and warrants to the Assignee that:

(a)  it has not committed and shall not commit any breach of the Turnkey
     Agreement;

(b)  it has obtained all necessary approvals, consents and authorizations to
     enter into this Agreement and to perform and carry out its obligations
     hereunder;

(c)  the persons executing this Agreement on its behalf have express authority
     to do so;

(d)  the execution, delivery and performance of this Agreement do not violate
     any provision of any bylaw, charter, regulation, or any other governing
     authority of the Assignor; nor do they violate any obligation pursuant to
     any contractual agreement between the Assignor and a third party to which
     the Assignor is bound as of the date hereof.

3.   Supplier's consent and covenants
     --------------------------------

3.1  In consideration of the Assignee's undertaking herein, the Supplier
     consents to the assignment by the Assignor to the Assignee of the
     Assignor's rights and obligations under the Turnkey Agreement in relation
     to the Hong Kong Systems and covenants with the Assignee to perform the
     obligations and comply with the terms and conditions of the Turnkey
     Agreement as far as it relates to the Hong Kong Systems.  The Supplier
     shall exercise the same standard of skill and owe the same duty of care to
     the Assignee in respect of the Hong Kong Systems to the same extent and in
     like manner as to the Assignor under the Turnkey Agreement.

                                       2
<PAGE>

3.2  The Supplier confirms that all indemnities, representations, guarantees and
     warranties given by the Supplier to the Assignor under the Turnkey
     Agreement shall extend to the Assignee to the extent of the Hong Kong
     Systems.

3.3  To the extent that any copyright or any other property relating to the
     Hong Kong Systems is now or at any later date vested in the Supplier, the
     Supplier grants to the Assignee full and irrevocable licence to use the
     same for all purposes in respect of the Hong Kong Systems.

3.4  In consideration of the Assignee's undertakings given in substitution of
     the Assignor under this Agreement, the Supplier hereby releases and
     discharges the Assignor unconditionally from all claims and demands in
     respect of the Assignor's obligations under the Turnkey Agreement in so far
     as such obligations relate to the Hong Kong Systems.

3.5  The Supplier represents and warrants to the Assignee that:

(a)  it has not committed and shall not commit any breach of the Turnkey
     Agreement so far as it relates to the Hong Kong Systems;

(b)  it has obtained all necessary approvals, consents and authorizations to
     enter into this Agreement and to perform and carry out its obligations
     hereunder;

(c)  the persons executing this Agreement on its behalf have express authority
     to do so;

(d)  the execution, delivery and performance of this Agreement does not violate
     any provision of any bylaw, charter, regulation, or any other governing
     authority of the Supplier; nor does it violate any obligation pursuant to
     any contractual agreement between the Supplier and a third party to which
     the Supplier is bound at the date hereof.

4.   Assignee's covenants
     --------------------

4.1  In consideration of the assignment under clause 2, and the Supplier's
     consent and covenants under clause 3, the Assignee covenants with the
     Supplier that it hereby accepts and agrees to perform the Turnkey Agreement
     and be bound by the terms of the Turnkey Agreement as if the Assignee were
     a party to the Turnkey Agreement in lieu of the Assignor but only to the
     extent it relates to the Hong Kong Systems.

4.2  The Assignee agrees to reimburse the Assignor for any part of the Price in
     respect of the Hong Kong Systems previously paid by the Assignor to the
     Supplier pursuant to the Turnkey Agreement, free of interest, within
     fourteen (14) days of receipt of a written demand of the Assignor.

4.3  The Assignee represents and warrants to the Assignor and the Supplier
     that:-

(a)  it shall not commit any breach of the Turnkey Agreement;

                                       3
<PAGE>

(b)  it has obtained all necessary approvals, consents and authorizations to
     enter into this Agreement and to perform and carry out its obligations
     hereunder;

(c)  the persons executing this Agreement on its behalf have express authority
     to do so;

(d)  the execution, delivery and performance of this Agreement does not violate
     any provision of any bylaw, charter, regulation, or any other governing
     authority of the Assignee; nor does it violate any obligation pursuant to
     any contractual agreement between the Assignee and a third party to which
     the Assignee is bound at the date hereof.


5.   Variation and inconsistency
     ---------------------------

5.1  Any amendment or variation of this Agreement is not effective unless it is
     in writing and signed by the parties.

5.2  This Agreement shall be governed by the laws of Hong Kong.  With respect to
     dispute resolution, Clause 13 of the Turnkey Agreement, which is fully
     known to the parties and of which a copy is attached to this Agreement,
     shall apply accordingly.  In the event that more than two parties are
     involved in any arbitration, all three arbitrators shall be nominated by
     the International Chamber of Commerce, Paris.

5.3  Notice required to be given by any party to another shall be in the English
     language and shall be in writing and personally delivered or transmitted by
     post to the corresponding address stated herein or as may otherwise be
     notified by the party concerned.  Notices relating to the Hong Kong Systems
     to the Customer in the Turnkey Agreement shall be served to the Assignee
     with a copy to Assignor at the address first above written.  In particular,
     unless the parties otherwise notify the other:

          (a)  The Supplier shall send notices to the Assignee as follows:
               Weelek Company Limited
               45 th Floor, Sun Hung Kai Centre
               30 Harbour Road, Wan Chai
               Hong Kong
               Attn: Mr. Simon Kwok

          (b)  the Assignee shall send notices to the Supplier as follows:
               Piller GmbH
               Abgunst 24
               37520 Osterode
               Germany

5.4  For the avoidance of doubt, this Agreement shall apply to the Hong Kong
     Systems in the Turnkey Agreement but no other Systems therein, and all
     terms and conditions in respect of other Systems provided for in the
     Turnkey Agreement shall remain unchanged and in full force and effect
     between the Assignor and the Supplier.  Any failure on the part of the
     Assignor or the Supplier in performing their respective obligations and in
     complying with the terms of the Turnkey Agreement in respect of other
     Systems shall not affect the Assignee's rights and benefits in relation to
     the

                                       4
<PAGE>

     Hong Kong Systems and the Turnkey Agreement, in so far as they relate to
     the Hong Kong Systems and this Agreement, shall remain in full force and
     effect.

5.5  If anything in this Agreement is unenforceable, illegal or void then it is
     severed from this Agreement and the rest of this Agreement and the Turnkey
     Agreement shall remain in force.

6.   Limitation of Liability
     -----------------------

6.1  The parties to this Agreement acknowledge and agree that the warranties and
     liabilities of the Supplier are finally stipulated in the Turnkey
     Agreement. Therefore, the Supplier does not undertake and shall not have
     any additional liabilities under this Agreement.

6.2  None of the parties shall be liable towards the others for any indirect
     and/or consequential damages, including but not limited to loss of profit,
     loss of interest and loss of production.

                                       5
<PAGE>

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement as of the
day and year first above written.


SIGNED by          )
                                     )
for and on behalf of the Assignor    )

in the presence of                   )



SIGNED by          )
                                     )
for and on behalf of the Assignee    )

in the presence of                   )



SIGNED by          )
                                     )
for and on behalf of the Supplier    )

in the presence of                   )

                                       6