<PAGE>

                                                                   EXHIBIT 10.37

                                                                  Execution Copy

                               Dated 29 July 2004

                        THE COMPANIES NAMED IN SCHEDULE 7
                                 (as Mortgagors)

                                  in favour of

           THE INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED
                              (as Security Trustee)

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

                              GROUP SHARE MORTGAGE
               IN EACH OF THE COMPANIES NAMED IN SCHEDULE 1 HEREIN

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

                                 RICHARDS BUTLER
                                    HONG KONG

<PAGE>

                                                          [Group Share Mortgage]

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSE NO.                                              CLAUSE HEADING                                         PAGE NO.
---------                                               --------------                                         -------
<S>         <C>                                                                                                <C>
1.          DEFINITIONS AND CONSTRUCTION....................................................................         1

2.          COVENANT TO PAY.................................................................................         3

3.          MORTGAGE AND ASSIGNMENT.........................................................................         4

4.          CONTINUING AND INDEPENDENT SECURITY.............................................................         6

5.          REPRESENTATIONS AND WARRANTIES..................................................................         8

6.          TAXES AND OTHER DEDUCTIONS......................................................................        11

7.          COSTS, CHARGES AND EXPENSES.....................................................................        12

8.          UNDERTAKINGS....................................................................................        13

9.          ENFORCEMENT.....................................................................................        14

10.         DIVIDENDS AND VOTING RIGHTS.....................................................................        17

11.         APPLICATION OF PROCEEDS.........................................................................        18

12.         INDEMNITY.......................................................................................        18

13.         SUSPENSE ACCOUNT................................................................................        19

14.         SET-OFF.........................................................................................        20

15.         POWER OF ATTORNEY...............................................................................        20

16.         FURTHER ASSURANCE...............................................................................        21

17.         NOTICES.........................................................................................        21

18.         WAIVERS, AMENDMENTS AND CONSENTS, REMEDIES, SEVERABILITY, ASSIGNMENT AND COUNTERPARTS...........        22

19.         GOVERNING LAW AND JURISDICTION..................................................................        23

20.         AVOIDANCE OF PAYMENTS...........................................................................        24

21.         THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT, CAP 53B............................................        25

22.         MISCELLANEOUS...................................................................................        25

SCHEDULE 1   PARTICULARS OF THE SHARES......................................................................        27

SCHEDULE 2   FORM OF INSTRUMENT OF TRANSFER.................................................................        28
</TABLE>

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                                                          [Group Share Mortgage]

<TABLE>
<S>          <C>                                                                                                    <C>
SCHEDULE 3   FORM OF LETTER OF RESIGNATION..................................................................        30

SCHEDULE 4   FORM OF WRITTEN RESOLUTION.....................................................................        31

SCHEDULE 5   FORM OF AUTHORISATION FROM DIRECTORS/SECRETARY.................................................        32

SCHEDULE 6   FORM OF LETTER OF UNDERTAKING..................................................................        33

SCHEDULE 7   MORTGAGORS.....................................................................................        34

SCHEDULE 8   FORM OF ACKNOWLEDGEMENT OF NOMINEE.............................................................        35

EXECUTION PAGE .............................................................................................        36
</TABLE>

                                     - ii -
<PAGE>
                                                          [Group Share Mortgage]

THIS DEED OF GROUP SHARE MORTGAGE is made on 29 July 2004

BETWEEN:-

(1)   THE COMPANIES NAMED AND PARTICULARS OF WHICH ARE SET OUT IN SCHEDULE 7
      (each a "MORTGAGOR" and together the "MORTGAGORS"); and

(2)   INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED, a company
      incorporated under the laws of Hong Kong acting through its head office at
      ICBC Asia Building, 122-126 Queen's Road Central, Hong Kong acting on its
      own behalf and as facility agent and trustee for and on behalf of the
      Finance Parties (the "SECURITY TRUSTEE").

WHEREAS:-

(A)   By a facility agreement dated signed on 2nd December, 2003 (but held
      undated in escrow), as released from escrow and amended and restated by
      the Supplemental Amendment and Restatement Deed (the "FACILITY
      AGREEMENT"), entered into by (1) Asia Netcom International Limited, as
      borrower (the "BORROWER"); (2) the banks and financial institutions named
      therein as lenders (the "LENDERS"); (3) Industrial and Commercial Bank of
      China (Asia) Limited as arranger; and (4) the Security Trustee as facility
      agent, the Lenders have agreed, upon and subject to the terms of the
      Facility Agreement, to make available to the Borrower a term loan facility
      of up to US$150,000,000 (the "FACILITY") for the purposes more
      particularly specified therein.

(B)   The Security Trustee is acting as facility agent for the Finance Parties
      pursuant to the Facility Agreement and as security trustee for the Finance
      Parties pursuant to this Deed and the other Finance Documents.

(C)   It is a condition precedent to the availability of the Facility under the
      Facility Agreement that the Mortgagors shall each have executed and
      delivered this Deed to the Security Trustee.

NOW THIS DEED WITNESSES as follows:-

1.    DEFINITIONS AND CONSTRUCTION

1.1   TERMS DEFINED

      In this Deed, unless the context otherwise requires, terms used or defined
      in the Facility Agreement shall have the same meaning or construction
      and:-

      "COLLATERAL" means the assets of each Mortgagor from time to time subject,
      or expressed to be subject to the Security Interest constituted or
      expressed to be constituted by this Deed or any part of those assets and
      includes:-

      (i)   the Shares;

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                                                          [Group Share Mortgage]

      (ii)  all stocks, shares or other securities, rights, monies or other
            assets (the "RELATED ASSETS") accruing, offered or issued at any
            time by way of bonus, redemption, exchange, purchase, substitution,
            conversion, preference, option or otherwise in respect of the Shares
            or the above mentioned Related Assets; and

      (iii) all Dividends;

      (iv)  allotments, offers and rights accruing or offered in respect of any
            Shares or the above mentioned Related Assets

      (v)   other rights and assets attaching to or deriving from or exercisable
            by virtue of any right title or interest in or to any Shares or the
            above mentioned Related Assets.

      "COMPANY" means each and any of the companies listed in Schedule 1, being
      direct or indirect wholly owned subsidiaries of the Borrower, whose Shares
      are the subject of this Deed (and "COMPANIES" means any or all of them).

      "DELEGATE" means a delegate or sub-delegate appointed under Clause 15.2.

      "DIVIDENDS" means all dividends, interest and other sums received or
      receivable by any person in its capacity as shareholder of that Company
      and includes:

      (i)   the right to receive any and all such sums and all claims in respect
            of any default in paying such sums; and

      (ii)  all forms of remittance of such sums.

      "NOMINEE" means in respect of any Share held by a person as nominee or on
      trust for the Mortgagor and who is described as "REGISTERED SHAREHOLDER IN
      SCHEDULE 1".

      "RECEIVER" means any receiver, manager, receiver and manager or other
      similar officer appointed by the Security Trustee in respect of the
      security hereby granted.

      "SECURED OBLIGATIONS" means any and all moneys, liabilities and
      obligations of the Borrower (whether actual or contingent, whether now
      existing or hereafter arising, whether or not for the payment of money,
      and including, without limitation, any obligation or liability to pay
      damages) which are or may become due, owing or incurred by the Borrower or
      any other Security Party which is a member of the CNC HK Group to any
      Finance Party under or in connection with any Finance Document and/or all
      other obligations hereby secured.

      "SHARES" means in respect of the relevant Mortgagor:

      (a)   all present and future shares in the Companies described in Schedule
            1 against that Mortgagor's name, including the shares issued and
            outstanding at the date of this Deed as described in Schedule 1
            (including any shares held by any Nominee for and on behalf of that
            Mortgagor);

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                                                          [Group Share Mortgage]

      (b)   all warrants, options or other rights to subscribe for, purchase or
            otherwise acquire those shares; and

      (c)   all rights relating to any of those shares which are deposited with,
            or registered in the name of, any depositary, custodian, nominee or
            other similar person (including rights against any such person).

1.2   TRUST

      All rights, benefits, interests, powers and discretions granted to or
      conferred on the Security Trustee pursuant to this Deed shall be held by
      the Security Trustee on trust for the benefit of itself as Security
      Trustee and each Lender from time to time. The Security Trustee may do all
      acts within its powers to administer and manage the trust constituted by
      this Clause including any full or partial release by deed of the rights,
      benefits and interests conferred by Clause 3.1 (Mortgage) or the release
      of all or any part of the Collateral from this Deed. The trust constituted
      by this Clause shall come into existence on the date of this Deed and
      shall last for so long as any of the Secured Obligations remain
      outstanding provided that for the purposes of the rule against
      perpetuities, the perpetuity period applicable to the trust and any
      dispositions made or to be made pursuant to this Deed and this trust, is
      hereby specified as a period of twenty one (21) years less one (1) day
      from the date of this Deed.

1.3   CLAUSE HEADINGS

      Clause headings and the table of contents are for ease of reference only
      and shall be ignored in the interpretation of this Deed.

1.4   CONSTRUCTION

      In this Deed, unless the context otherwise requires:-

      (a)   Clause 1.3 of the Facility Agreement shall be deemed incorporated in
            this Deed mutatis mutandis as if set out separately in this Deed;
            and

      (b)   references to the "MORTGAGOR", the "BORROWER", the "SECURITY
            TRUSTEE", any "FINANCE PARTY" or any "LENDER" include, where the
            context permits, their respective successors and permitted
            transferees and permitted assigns in accordance with their
            respective interests.

2.    COVENANT TO PAY

      Each Mortgagor hereby covenants that it will on demand pay to the Security
      Trustee and the other Finance Parties, the Secured Obligations when the
      same become due for payment or discharge in accordance with the Finance
      Documents.

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                                                          [Group Share Mortgage]

3.    MORTGAGE AND ASSIGNMENT

3.1   MORTGAGE

      In consideration of the Security Trustee and the Lenders agreeing to make
      the Facility available to the Borrower upon the terms and conditions of
      the Facility Agreement and as a continuing security for the due and
      punctual performance and discharge of the Secured Obligations, each
      Mortgagor as sole legal and beneficial owner of the Shares not held by a
      Nominee and as beneficial owner of the Shares held by a Nominee hereby:

      (a)   mortgages and charges by way of first fixed charge to the Security
            Trustee (as trustee for the Finance Parties) all its right title and
            interest present and future in and to, the Collateral; and

      (b)   assigns, and agrees to assign absolutely to the Security Trustee (as
            trustee for the Finance Parties) all its rights (including those
            rights it may have against a Nominee), present and future, relating
            to any of the Shares, including:

            (i)   its rights relating to or against any depositary, nominee or
                  similar person with whom any of the Shares may be deposited to
                  the extent of those Shares;

            (ii)  rights that it may have against any person to require delivery
                  to it of any of the Shares;

            (iii) rights (contractually or otherwise) to give instructions
                  relating to the Shares; and

            (iv)  all claims for damages and rights to receive moneys due or to
                  become due for any reason whatsoever in respect of any of the
                  Shares;

            including those rights it may have against a Nominee or Delegate.

3.2   DELIVERY OF DOCUMENTS

      Each Mortgagor shall forthwith upon execution of this Deed deliver or
      procure to be delivered (as the case may be) to the Security Trustee each
      of the following documents:-

            (i)   all original share certificates or such other documents
                  evidencing title in respect of the Shares;

            (ii)  instruments of transfer in the form of Schedule 2 duly
                  executed by each Mortgagor and/or its Nominee (as the case may
                  be) in respect of the Shares with the name(s) of the
                  transferee(s), date and consideration left blank;

            (iii) undated letters of resignation in the form of Schedule 3 duly
                  executed by each of the directors and the secretary of each
                  Company as at the date of this Deed;

            (iv)  signed but undated resolutions of the directors of each
                  Company

                                     - 4 -
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                                                          [Group Share Mortgage]

                  approving the resignation of the directors and secretary
                  referred to in sub-paragraph (iii) above in the form set out
                  in Schedule 4;

            (v)   letter of authority to date the letters of resignation and
                  board resolutions respectively referred to in sub-paragraphs
                  (iii) and (iv) above in the form set out in Schedule 5 signed
                  by all the directors and the secretary of each Company;

            (vi)  letter of undertaking not to appoint any additional or
                  substitute directors in the form set out in Schedule 6 signed
                  by all the directors of each Company; and

            (vii) letter of acknowledgement in the form set out in Schedule 8
                  from the Nominees acknowledging the Security Interests
                  constituted by this Deed and agreeing to act in accordance
                  with the instructions of the Security Trustee.

3.3   PERFORMANCE AND INDEMNITY

      Notwithstanding the foregoing, each of the Mortgagors shall remain liable
      to perform all the obligations to be performed by it in respect of the
      Collateral and shall discharge fully its respective obligations thereunder
      as they become due and neither the Security Trustee nor any other Finance
      Party shall have any obligation of any kind whatsoever thereunder or be
      under any liabilities whatsoever in the event of any failure to perform
      their obligations thereunder, and each Mortgagor hereby jointly and
      severally indemnifies and agrees to keep indemnified the Security Trustee
      and the other Finance Parties and each of them from and against any such
      liability.

3.4   RELEASE AND TRANSFER

      (a)   The Security Trustee shall, upon the full performance and discharge
            of the Secured Obligations to the satisfaction of the Security
            Trustee and the Lenders, at the request and cost of the Mortgagors
            and in such form as the Security Trustee shall reasonably approve,
            release and transfer and reassign (as appropriate) to the Mortgagors
            the Collateral.

      (b)   Notwithstanding any discharge, release or settlement from time to
            time between the Security Trustee and any Mortgagor, if any
            security, disposition or payment granted or made to the Security
            Trustee in respect of the Secured Obligations by any Mortgagor or
            any other person is avoided or set aside or ordered to be
            surrendered, paid away, refunded or reduced by virtue of any
            provision, law or enactment relating to bankruptcy, insolvency,
            liquidation, winding-up, composition or arrangement for the time
            being in force or for any other reason, the Security Trustee shall
            be entitled thereafter to enforce this Deed as if no such discharge,
            release or settlement had occurred.

      (c)   For that Collateral which has been transferred and registered under
            the name of the Security Trustee (as trustee for the Finance
            Parties) or its nominee, the Security Trustee shall only be obliged
            to return the share certificate(s) then representing the Collateral
            not yet disposed of or realised by the Security Trustee pursuant to
            its powers under this Deed (but not the original share certificates

                                     - 5 -
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                                                          [Group Share Mortgage]

            originally delivered to the Security Trustee by the relevant
            Mortgagor) with the instruments of transfer duly executed in favour
            of the relevant Mortgagor or such other person as that Mortgagor may
            direct.

3.5   CALLS

      Each Mortgagor shall during the continuance of this security pay all calls
      or other payments which may become due in respect of any part of the
      Collateral and the Security Trustee may, if it thinks fit, make such
      payments on behalf of a Mortgagor. Any sums so paid by the Security
      Trustee shall be repayable by that Mortgagor to the Security Trustee on
      demand together with interest at the Default Rate from the date of such
      payment by the Security Trustee and pending such repayment shall
      constitute part of the Secured Obligations.

3.6   REGISTRATION OF TITLE TO THE SHARES

      Each Mortgagor hereby agrees and authorises the Security Trustee to
      arrange for the Shares and any other Collateral to be registered at any
      time following the security constituted by this Deed becoming enforceable
      in the name of the Security Trustee or its nominee and (under the powers
      of enforcement contained herein) to transfer or cause the Collateral to be
      transferred to and registered in the name of any purchasers or transferees
      from the Security Trustee or its nominee and each Mortgagor undertakes
      from time to time to execute and sign all transfers, powers of attorney
      and other documents which the Security Trustee may require for perfecting
      its title to or, otherwise registering and transferring any part of the
      Collateral or for vesting the same in itself or its nominee or in any
      purchasers or transferees.

4.    CONTINUING AND INDEPENDENT SECURITY

4.1   CONTINUING SECURITY

      This Deed and the security hereby created shall remain in full force and
      effect by way of a continuing security notwithstanding the insolvency or
      liquidation or any incapacity or change in the constitution or status of
      any Mortgagor, the Borrower or any other person and in particular but
      without limitation shall not be, nor be considered as, satisfied by any
      intermediate discharge or payment on account of any liabilities or any
      settlement of accounts between any Mortgagor and the Security Trustee or
      any other person.

4.2   ADDITIONAL SECURITY

      This Deed and the security hereby created shall be in addition to and not
      in substitution for or derogation of any other Security Interest,
      guarantee or other security (whether given by any Mortgagor or otherwise)
      now or from time to time hereafter held by the Security Trustee or any
      Finance Party in respect of or in connection with the Secured Obligations.

4.3   UNRESTRICTED ENFORCEMENT

      The Security Trustee need not before exercising any of the rights, powers
      or remedies conferred upon it by this Deed or by law (i) take action or
      obtain judgment against any

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                                                          [Group Share Mortgage]

      Mortgagor or any other person in any court, (ii) make or file any claim or
      prove in a winding-up or liquidation of any Mortgagor or of any other
      person or (iii) enforce or seek to enforce the recovery of the moneys and
      liabilities hereby secured by any other security or other rights all of
      which the Mortgagors hereby waive and may be enforced for any balance due
      after resorting to any one or more other means of obtaining payment or
      discharge of the monies, obligations and liabilities hereby secured.

4.4   NO DISCHARGE

      The liabilities and obligations of each Mortgagor under this Deed and the
      security constituted by this Deed shall remain in force notwithstanding
      any act, omission, event or circumstance whatsoever until full, proper and
      valid payment and discharge of the Secured Obligations and without
      limiting the foregoing, neither the liabilities of any Mortgagor under
      this Deed nor the validity or enforceability of this Deed shall be
      prejudiced, affected or discharged by:-

      (a)   the granting of any time or indulgence to the Borrower or any
            Mortgagor or any other Security Party or any other person in respect
            of the Secured Obligations;

      (b)   any variation or modification of the Facility Agreement, any of the
            other Finance Documents or any other documents referred to therein
            or related thereto;

      (c)   the invalidity or unenforceability of any obligation or liability of
            any party under the Facility Agreement, any of the other Finance
            Documents or any other documents referred to therein or related
            thereto;

      (d)   any invalidity or irregularity in the execution of the Facility
            Agreement, any of the other Finance Documents or any other documents
            referred to therein or relating thereto;

      (e)   any lack of capacity or deficiency in the powers of the Borrower or
            any Mortgagor or any other Security Party or any other person to
            enter into or perform any of its obligations under the Facility
            Agreement or any of the other Finance Documents to which it is party
            or any other documents referred to therein or related thereto or any
            irregularity in the exercise thereof or any lack of authority by any
            person purporting to act on behalf of the Borrower or any such
            Mortgagor or such Security Party or such other person;

      (f)   the insolvency, bankruptcy or liquidation or any incapacity,
            disability, death or limitation or any change in the constitution or
            status of the Borrower or any Mortgagor or any other Security Party
            or any other person;

      (g)   any other Finance Document, Security Interest, guarantee or other
            security or right or remedy being or becoming held by or available
            to the Security Trustee and/or the Lenders or by any other person or
            by any of the same being or becoming wholly or partly void, voidable
            or unenforceable or impaired or by the Security Trustee and/or the
            Lenders at any time releasing, refraining from enforcing, varying or
            in any other way dealing with any of the same or any power, right or
            remedy the Security Trustee and/or the Lenders may now or hereafter
            have from or against any Mortgagor or any other Security Party or
            any other person;

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                                                          [Group Share Mortgage]

      (h)   any waiver, exercise, omission to exercise, compromise, renewal or
            release of any rights against any Mortgagor or any other Security
            Party or any other person or any compromise, arrangement or
            settlement with any of the same;

      (i)   any act, omission, event or circumstance which would or may but for
            this provision operate to prejudice, affect or discharge this Deed
            or the liability of any Mortgagor hereunder.

4.5   NO SUBROGATION

      (a)   None of the Mortgagors shall exercise any right of subrogation,
            contribution or any other rights of a surety or enforce any security
            or other right or claim against the Borrower or any of the other
            Mortgagors (whether in respect of its liability under this Deed or
            otherwise) or any other person who has guaranteed or given any
            security in respect of the Secured Obligations or claim in the
            insolvency or liquidation of the Borrower or any Mortgagor or any
            such other person in competition with the Security Trustee and/or
            the Lenders.

      (b)   If any Mortgagor receives any payment or benefit in breach of this
            Clause 4.5, it shall hold the same upon trust for the Security
            Trustee as a continuing security for the Secured Obligations. For
            the purpose of the rule against perpetuities, the perpetuity period
            applicable to the trust constituted under this Clause is hereby
            specified as a period of twenty-one (21) years less one day from the
            date of this Mortgage.

5.    REPRESENTATIONS AND WARRANTIES

5.1   REPRESENTATIONS AND WARRANTIES

      Each of the Mortgagors hereby severally represents and warrants to the
      Security Trustee and each of the other Finance Parties for itself that:-

      (a)   STATUS: it is a company duly incorporated and validly existing under
            the laws of its respective place of incorporation and has full
            power, authority and legal right to own its property and assets, to
            carry on its business as such business is now being conducted;

      (b)   POWER AND AUTHORITY: it has all legal power and authority to enter
            into this Deed and perform its obligations under this Deed and all
            actions (including any corporate actions) required to authorise the
            execution and delivery of this Deed and the performance of its
            obligations under this Deed have been duly taken;

      (c)   LEGAL VALIDITY: this Deed constitutes or, when so executed and
            delivered, will constitute its legal, valid and binding obligations
            enforceable in accordance with its terms;

      (d)   NON-CONFLICT WITH LAWS: the entry into and performance of this Deed
            and the transactions contemplated by this Deed do not and will not
            conflict with or result in (i) a breach of any law, judgment or
            regulation or any official or judicial order,

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                                                          [Group Share Mortgage]

            or (ii) a breach of the constitutional documents of that Mortgagor,
            or (iii) a material breach of any agreement or document to which
            that Mortgagor is a party or which is binding upon it or any of its
            assets or revenues with a monetary value greater than US$500,000,
            nor cause any limitation placed on it or the powers of its directors
            to be exceeded or result in the creation or imposition of any
            Security Interest on any of its assets or revenues pursuant to the
            provisions of any such agreement or document;

      (e)   NO CONSENTS: save for the lodgment of the Statement Containing
            Particulars of Charge with the Accounting and Corporate Regulatory
            Authority of Singapore within 30 days from the date hereof (or 37
            days, if executed outside Singapore) and stamping of this Deed with
            the Inland Revenue Authority of Singapore, other than the Consents,
            no consent, authorisation, licence or approval of, or registration
            with or declaration to, any governmental or public bodies or
            authorities or courts in Singapore or in any relevant jurisdiction
            is required for or in connection with the execution, delivery,
            validity, enforceability and admissibility in evidence in
            proceedings of this Deed, or the performance by that Mortgagor of
            any of its respective obligations under this Deed;

      (f)   NO REGISTRATION: save for the lodgment of the Statement Containing
            Particulars of Charge with the Accounting and Corporate Regulatory
            Authority of Singapore within 30 days from the date hereof (or 37
            days, if executed outside Singapore) and stamping of this Deed with
            the Inland Revenue Authority of Singapore, it is not necessary in
            order to ensure the legality, validity, enforceability or
            admissibility in evidence of this Deed that it or any other
            instrument be notarised, filed, recorded, registered or enrolled in
            any court or other authority or that any stamp, registration or
            similar tax or charge be paid on or in relation to this Deed and
            this Deed is in proper form for its enforcement in the courts of
            Singapore and all jurisdictions which are the subject of any legal
            opinion referred to in paragraph 4 of Schedule 3 of the Facility
            Agreement;

      (g)   LITIGATION: except as disclosed in a letter of even date from the
            Borrower to the Security Trustee, no litigation, arbitration or
            administrative proceeding is currently taking place or pending or,
            to the knowledge of the officers of that Mortgagor, threatened
            against that Mortgagor or any of its respective assets which could,
            in the reasonable opinion of the Security Trustee, materially and
            adversely affect its business, assets or financial condition or its
            respective ability to perform its obligations under this Deed;

      (h)   WINDING UP AND STRIKING OFF: it has not taken any corporate action
            or no other step has been taken or legal proceedings have been
            commenced or threatened against it for its winding-up, dissolution,
            administration or reorganisation or for the appointment of a
            receiver, administrator, trustee or similar officer of it or all or
            any of its assets or revenues, except as permitted by clause 17.1(g)
            (Winding-up) of the Facility Agreement, and no demand under Section
            254(1), and no enquiry under Section 344(1), of the Companies Act,
            Cap 50, has been received by the Mortgagor;

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                                                          [Group Share Mortgage]

      (i)   TAXES ON PAYMENTS: all payments to be made by it under this Deed may
            be made by it free and clear of, and without deduction for, Taxes
            and no deductions or withholdings are required to be made therefrom
            save as specified in any legal opinion referred to in paragraphs 2,
            3 and 4 of Schedule 3 to the Facility Agreement; and no Taxes are
            imposed on or by virtue of the execution or delivery by that
            Mortgagor of this Deed or any document to be executed or delivered
            under this Deed;

      (j)   TAX LIABILITIES: it has complied with all Taxation laws in all
            jurisdictions in all material respects in which it is subject to
            Taxation and has paid all Taxes due and payable by it and no
            material claims are being asserted against it with respect to Taxes;

      (k)   NO DEFAULT:

            (i)   no Default has occurred and is continuing;

            (ii)  it is not, or with the giving of notice or lapse of time or
                  satisfaction of any other condition or any combination
                  thereof, would not be in material breach of or in default
                  under any agreement relating to Financial Indebtedness to
                  which it is a party or by which it may be bound;

      (l)   NO IMMUNITY: it is generally subject to civil and commercial law and
            to legal proceedings and neither it nor any of its assets or
            revenues is entitled to any immunity or privilege (sovereign or
            otherwise) from any set-off, judgment, execution, attachment or
            other legal process;

      (m)   COMPLIANCE, WITH CONSENTS AND LICENSES: every consent,
            authorisation, licence or approval required for the time being by it
            in connection with the conduct of its business and the ownership,
            use, exploitation or occupation of its property and assets has been
            applied for and not refused or has been obtained and is in full
            force and effect and there has been no material default in the
            observance of the conditions and restrictions (if any) imposed on,
            or in connection with, any of the same which may have a material
            adverse effect on its ability to perform its obligations under this
            Deed and, to the knowledge of its officers, no circumstances have
            arisen whereby any remedial action is likely to be required to be
            taken by it, or at its expense under or pursuant to any law or
            regulation applicable to its business, property or assets;

      (n)   NO FINANCIAL INDEBTEDNESS: it does not have any Financial
            Indebtedness other than as permitted by Clause 16.17 of the Facility
            Agreement;

      (o)   ISSUED AND PAID-UP SHARES: the Shares represent all the shares in
            the relevant Company and all the Shares have been validly issued and
            are fully paid up;

      (p)   SOLE AND BENEFICIAL OWNER: other than the Shares held by any
            Nominee, it is or will be the sole, absolute, direct legal and
            beneficial owner of the Collateral and it has good and marketable
            title thereto;

      (q)   SECURITY INTEREST: no Security Interest exists over all or any of
            its right, title,

                                     - 10 -
<PAGE>

                                                          [Group Share Mortgage]

            interest or benefit in its Collateral (other than as created by this
            Deed);

      (r)   THIRD PARTY RIGHT: it has not sold or otherwise disposed of any of
            its Collateral or granted in favour of any other person any interest
            in or any option or other rights in respect of any of its
            Collateral; and

      (s)   COMPANY: each Company is validly incorporated under the laws of
            Singapore.

5.2   CONTINUING REPRESENTATION AND WARRANTY

      Each of the Mortgagors severally represents and warrants to and undertakes
      with the Security Trustee that the foregoing representations and
      warranties in Clause 5.1(a) to (n) inclusive are deemed to be made by the
      Mortgagor on each Drawdown Date and on each Interest Payment Date with
      reference to the facts and circumstances then existing and that the
      foregoing representations in Clause 5.1(o) and (s) will be true and
      accurate throughout the continuance of this Deed with reference to the
      facts and circumstances from time to time.

6.    TAXES AND OTHER DEDUCTIONS

6.1   TAX GROSS-UP

      (a)   All sums payable by any Mortgagor or any other person under this
            Deed shall be paid in full without any restriction or condition and
            free and clear of any Tax or other deductions or withholdings of any
            nature.

      (b)   If at any time any Mortgagor or any other person is required in any
            jurisdiction to make any deduction or withholding in respect of
            Taxes or otherwise from any payment due under this Deed for the
            account of the Security Trustee or any other Finance Party (or if
            the Security Trustee is required to make any such deduction or
            withholding from a payment to other Finance Party), the sum due from
            that Mortgagor in respect of such payment shall be increased to the
            extent necessary to ensure that, after the making of such deduction
            or withholding, the Security Trustee and each other Finance Party
            receives on the due date for such payment (and retains, free from
            any liability in respect of such deduction or withholding) a net sum
            equal to the sum which it would have received had no such deduction
            or withholding been required to be made.

      (c)   The Mortgagor's obligations under Clause 6.1(a) and (b) shall not
            apply in respect of any Tax on Overall Net Income levied on a
            Finance Party.

      (d)   All Taxes required by law to be deducted or withheld by any
            Mortgagor from any amounts paid or payable under this Deed shall be
            paid by such Mortgagor when due (except for such amounts being
            disputed by such Mortgagor in good faith) to the relevant taxing
            authority.

6.2   TAX INDEMNITY

      Each Mortgagor shall indemnify the Security Trustee and each other Finance
      Party against any losses or costs incurred by any of them by reason of:

                                     - 11 -
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                                                          [Group Share Mortgage]

      (a)   any failure of any Mortgagor or any other person to make any such
            deduction or withholding referred to in Clause 6.1; or

      (b)   any increased payment referred to in Clause 6.1 not being made on
            the due date for such payment; or

      (c)   any Taxes which are being disputed by any Mortgagor and remaining
            unpaid; and

      (d)   any liability suffered (directly or indirectly) for or on account of
            Tax by that Finance Party in respect of any payment received or
            receivable or deemed to be received or receivable under this Deed.

6.3   EVIDENCE OF PROOF

      Each Mortgagor shall promptly deliver to the Security Trustee any
      receipts, certificates or other proof evidencing the amounts (if any) paid
      or payable in respect of any deduction or withholding as aforesaid.

6.4   TAX CREDIT

      If any Mortgagor makes a Tax Payment and the Security Trustee determines
      that:-

      (a)   a Tax Credit is attributable either to an increased payment of which
            that Tax Payment forms part, or to that Tax Payment; and

      (b)   it has obtained, utilised and retained that Tax Credit,

      the Security Trustee shall, promptly after obtaining the benefit of that
      Tax Credit, pay an amount to that Mortgagor which will leave it (after
      that payment) in the same after-Tax position as it would have been in had
      the Tax Payment not been required to be made by that Mortgagor. Any
      certificate or determination of the Security Trustee showing in reasonable
      details the calculations made by the Security Trustee as to any amount for
      the purposes of this Clause 6 shall, in the absence of manifest error, be
      conclusive and binding on each Mortgagor.

7.    COSTS, CHARGES AND EXPENSES

7.1   EXPENSES

      Each Mortgagor shall pay to the Security Trustee on demand and in the
      currency specified by the Security Trustee.

      (a)   irrespective as to whether any Advance is made, all expenses
            (including legal, printing and out-of-pocket expenses) reasonably
            incurred by the Security Trustee or any other Finance Party in
            connection with the negotiation, preparation and execution of this
            Deed and any amendment or extension of or the granting of any waiver
            or consent under this Deed; and

      (b)   all expenses on a full indemnity basis (including legal and
            out-of-pocket

                                     - 12 -
<PAGE>

                                                          [Group Share Mortgage]

            expenses) properly incurred by the Security Trustee or any other
            Finance Party in connection with the enforcement of or preservation
            of any rights under this Deed, or otherwise in respect of the monies
            owing under this Deed together with interest at the Default Rate
            from the date on which such expenses were incurred to the date of
            payment (both before and after judgment).

7.2   STAMP DUTY

      Each Mortgagor shall pay all stamp, documentary, registration or other
      like duties or taxes (including any duties or taxes payable by the
      Security Trustee or any Finance Party) imposed on or in connection with
      this Deed and shall indemnify each of the Security Trustee and the other
      Finance Parties against any liability arising by reason of any delay or
      omission by any Mortgagor to pay such duties or taxes.

8.    UNDERTAKINGS

      Each Mortgagor hereby undertakes and agrees with the Security Trustee, for
      the benefit of the Finance Parties, throughout the continuance of this
      Deed and so long as the Secured Obligations or any part thereof remains
      owing that, unless the Security Trustee otherwise agrees in writing, it
      will:-

      (a)   not create or attempt or agree to create or permit to exist
            (conditionally or unconditionally) any Security Interest over all or
            any part of its Collateral or any interest therein or otherwise
            sell, transfer, assign, deal with or dispose of all or any part of
            its Collateral or attempt or agree to do any of the same (except
            under or pursuant to this Deed);

      (b)   not grant or attempt or agree to grant (conditionally or
            unconditionally) in favour of any other person any interest in or
            any option or other rights in respect of any of its Collateral;

      (c)   ensure that no person holding any of its Collateral as its Nominee
            for the time being does any of the acts prohibited in this Deed;

      (d)   at all times remain the sole, direct absolute legal and beneficial
            owner of its Collateral;

      (e)   procure that no material amendment or supplement is made to the
            memorandum or articles of association of the relevant Company other
            than pursuant to Clause 16.15 of the Facility Agreement without the
            prior written consent of the Security Trustee;

      (f)   immediately upon the appointment of any new director of the relevant
            Company, deposit or procure that there be deposited with the
            Security Trustee, the equivalent documents mutatis mutandis with
            respect to such director in the forms set out in Schedules 3, 4, 5
            and 6;

      (g)   not take or permit any action whereby the rights attaching to the
            Collateral and/or any other shares in the relevant Company are
            altered or any further shares in the relevant Company are issued;

                                     - 13 -
<PAGE>

                                                          [Group Share Mortgage]

      (h)   give to the Security Trustee upon receipt copies of all notices,
            requests and other documents sent or received with respect to its
            Collateral;

      (i)   give to the Security Trustee such information regarding its
            Collateral as the Security Trustee shall reasonably require;

      (j)   do or permit to be done every act or thing which the Security
            Trustee may from time to time require for the purpose of enforcing
            the rights of the Security Trustee hereunder and will allow its name
            to be used as and when required for that purpose;

      (k)   not do or cause or permit to be done anything which may in any way
            depreciate, jeopardise or otherwise prejudice the value of the
            Security Trustee's security hereunder and will at its own expense
            promptly take all action which is at any time necessary or desirable
            to protect its and the Security Trustee's interests in and rights to
            its Collateral;

      (l)   procure that the relevant Company will forthwith on presentation by
            the Security Trustee or its nominee following the security
            constituted by this Deed becoming enforceable, duly register all
            transfers of the Collateral;

      (m)   if it shall acquire any such other stocks or shares as referred to
            in the definition of Collateral, it shall forthwith deliver or
            procure that there be delivered to the Security Trustee the
            certificates in respect thereof together with instruments of
            transfer in respect thereof duly executed in blank to enable the
            same to be registered in the name of the Security Trustee or its
            nominee following the security constituted by this Deed becoming
            enforceable; and

      (n)   from time to time duly execute and lodge for registration or procure
            the due execution and lodgement for registration with the Accounting
            and Corporate Regulatory Authority or any other companies registry
            or other authority of all such forms and documents as may be
            required under all applicable laws and regulations with respect to
            the security created or intended to be created by this Deed.

9.    ENFORCEMENT

9.1   EVENTS OF DEFAULT

      The security created by this Deed shall become enforceable immediately
      upon the occurrence of an Event of Default which is continuing. For the
      purposes of this Clause, each of the following events and circumstances
      shall be an Event of Default:-

      (a)   any Event of Default as that term is defined in the Facility
            Agreement;

      (b)   if any Mortgagor is declared by the Minister (as defined in the
            Companies Act, Chapter 50), to be a declared company under the
            provisions of Part IX of the Companies Act, Chapter 50;

                                     - 14 -
<PAGE>

                                                          [Group Share Mortgage]

      (c)   if any Mortgagor purports or attempts to create any Security
            Interest (except under or as permitted by this Deed) over all or any
            part of the Collateral or any third party asserts a claim in respect
            thereof, and

      the Security Trustee shall be entitled, without prior or further notice
      and whether or not it shall have appointed a Receiver, to exercise the
      power to sell or otherwise dispose of the whole or any part of the
      Collateral.

9.2   EXCLUSION OF LIMITATION

      No restrictions imposed by any ordinance or other statutory provision in
      relation to the exercise of any power of sale or consolidation, including
      without limitation, section 25 of the Conveyancing and Law of Property
      Act, Chapter 61, shall apply to this Deed.

9.3   APPOINTMENT AND POWERS OF RECEIVER

      (a)   At any time after the security hereby created has become
            enforceable, or if requested by any Mortgagor, the Security Trustee
            may in writing either under seal or under the hand of a duly
            authorised officer of the Security Trustee, appoint any person or
            persons to be a Receiver of the Collateral and may from time to time
            fix its or their remunerations and may remove any Receiver so
            appointed and appoint another in its place. Where more than one
            Receiver is so appointed, any reference in this Deed to a Receiver
            shall apply to both or all of the Receivers so appointed and the
            appointment shall be deemed to be a joint and several appointment so
            that the rights, powers, duties and discretions vested in the
            Receiver may be exercised jointly by the Receivers so appointed or
            severally by each of them.

      (b)   The Receiver shall be the agent of each Mortgagor and each Mortgagor
            shall be solely responsible for the Receiver's acts or defaults and
            for the Receiver's remuneration and the Receiver shall have all the
            powers (save for his wilful default or gross negligence) conferred
            from time to time on mortgagees or receivers by law or otherwise
            (but without the restrictions imposed by law or any ordinance or
            other statutory provision in relation to the exercise of any power
            of sale or consolidation) and power on behalf and at the cost of any
            Mortgagor (notwithstanding any liquidation of any Mortgagor) to do
            or omit to do anything which any Mortgagor could do or omit to do in
            relation to the Collateral or any part thereof.

      (c)   The Receiver shall in the exercise of the Receiver's powers,
            authorities and discretions conform to the directions and
            regulations from time to time given or made by the Security Trustee.

9.4   POWERS TO BE GIVEN WIDE CONSTRUCTION

      The powers of the Security Trustee and the Receiver hereunder shall be
      construed in the widest possible sense to the intent that the Security
      Trustee and the Receiver shall be afforded as wide and flexible a range of
      powers as possible.

                                     - 15 -
<PAGE>

                                                          [Group Share Mortgage]

9.5   NO LIABILITY TO ACCOUNT AS MORTGAGEE IN POSSESSION

      Nothing that shall be done by or on behalf of the Security Trustee shall
      render it liable to account as a mortgagee in possession for any sums
      other than actual receipts.

9.6   AMENDMENT

      Any amendment or waiver of any provision of this Deed and any waiver of
      any default under this Deed shall only be effective if made in writing and
      signed by the Security Trustee.

9.7   EVIDENCE OF DEBT

      Any statement of account signed as correct by the Security Trustee showing
      any amount due under the Facility Agreement or under this Deed or under
      any other Security Document shall, in the absence of manifest error, be
      conclusive evidence of the amount so due.

9.8   SALE OF COLLATERAL

      (a)   Section 21 of the Conveyancing and Law of Property Act, Chapter 61,
            (the "ACT") shall not apply to the security created by this Deed.
            The Security Trustee may exercise the power of sale conferred on
            mortagees by the Act (as varied and extended by this Deed) free from
            the restrictions imposed by Section 25 of the Act.

      (b)   Each of the Security Trustee and the Receiver shall be entitled to
            exercise such power of sale in such manner and at such time or times
            and for such consideration (whether payable immediately or by
            instalments) as it shall in its absolute discretion think fit
            (whether by private sale or otherwise) and so that the Collateral
            (or any relevant part thereof) may be sold (i) subject to any
            conditions which the Security Trustee or the Receiver may think fit
            to impose, (ii) to any person (including, without limitation, any
            person connected with any Mortgagor or the Security Trustee) and
            (iii) at any price which the Security Trustee or the Receiver in its
            absolute discretion considers to be the best obtainable in the
            circumstances.

      (c)   The powers conferred by this Deed in relation to the Collateral or
            any part thereof on the Security Trustee shall be in addition to and
            not in substitution for the powers conferred on Security Trustees
            under the Act, which shall apply to the security created by the
            Security Trustee except insofar as they are expressly or impliedly
            excluded. Where there is any ambiguity or conflict between the
            powers contained in the Act and those conferred by this Security
            Trustee, the terms of this Deed shall prevail.

      (d)   If the Security Trustee exercises the rights conferred on it by this
            Clause 9 any sale or disposal of any of the Collateral pursuant to
            those rights shall not be treated as an absolute appropriation of or
            foreclosure on the Collateral to the exclusion of any Mortgagor and
            in extinguishment of its interest therein, unless the Security
            Trustee shall otherwise notify the Mortgagors (whether before or
            after the relevant appropriation or foreclosure has been effected),
            in which latter

                                     - 16 -
<PAGE>

                                                          [Group Share Mortgage]

            event any such appropriation or foreclosure shall be treated as a
            sale of the Collateral at a fair market value and the Secured
            Obligations shall be reduced by an equivalent amount.

      (e)   In any disposal pursuant to this Clause 9, the Security Trustee or
            the Finance Parties may, provided that they shall first have used
            reasonable efforts to dispose of the relevant Collateral or rights
            to third parties subject to compliance with any rules or regulations
            laid down by any governmental or other agency or authority,
            themselves purchase the whole or any part of the Collateral or
            rights disposed of free from any rights of redemption on the part of
            the Mortgagors which are hereby waived and released.

9.9   DIVIDENDS

      At any time after the power of sale has arisen, any Dividends which have
      been or may be received or receivable by the Security Trustee or the
      Receiver may be applied by the Security Trustee or the Receiver as though
      they were proceeds of sale hereunder.

9.10  PURCHASER NOT BOUND TO ENQUIRE

      Each of the Security Trustee and the Receiver is authorised to give a good
      discharge for any monies received by it pursuant to the exercise of its
      power of sale and no purchaser or other person shall be bound to enquire
      whether the power of sale has arisen as herein provided nor be concerned
      with the manner of application of the proceeds of sale.

9.11  NO LIABILITY FOR LOSSES

      None of the Mortgagors shall have any claim against the Receiver or the
      Security Trustee in respect of any loss arising out of the exercise by the
      Security Trustee or the Receiver of their respective powers hereunder
      including without limitation out of any such sale or any postponement
      thereof howsoever caused and whether or not a better price could or might
      have been obtained upon the sale of the Collateral or any part thereof by
      deferring or advancing the date of such sale or otherwise howsoever unless
      caused by the negligence or wilful default of the Security Trustee or the
      Receiver.

9.12  WAIVER OF PRE-EMPTION RIGHTS

      Each Mortgagor hereby irrevocably and unconditionally waives any rights it
      may have under the constitutional documents of the Companies or otherwise
      to purchase the Shares or Related Assets or other Collateral in the event
      that they are or are proposed to be transferred, sold or otherwise
      disposed of pursuant to the provisions of this Deed.

10.   DIVIDENDS AND VOTING RIGHTS

10.1  After the security under this Deed has become enforceable and subject to
      Clause 10.2, the Security Trustee shall have complete discretion to retain
      the dividends, interest and other moneys received by the Security Trustee
      in respect of the Collateral and to exercise or abstain from exercising
      all voting and other rights and powers attaching to the Collateral as the
      Security Trustee in its absolute discretion thinks fit without being
      liable for any losses which the Mortgagors may suffer as a result thereof
      (except in case

                                     - 17 -
<PAGE>

                                                          [Group Share Mortgage]

      of gross negligence or wilful default on the part of the Security Trustee)
      and in this respect each Mortgagor will, or will procure its Nominee to
      act or refrain from acting in accordance with the directions given by the
      Security Trustee from time to time.

10.2  The Security Trustee agrees with the Mortgagor that until the security
      under this Deed shall have become enforceable:

      (a)   the Mortgagor shall be entitled to receive and retain all Dividends,
            interest or other distributions or payments paid to and received by
            the Mortgagor in respect of the Collateral; and

      (b)   the Mortgagor shall be entitled to exercise all voting and other
            rights and powers attaching to the Collateral or any part thereof
            for all purposes, including but not limited to, exercising any
            option, warrant, conversion right or any other right, power or other
            privilege attaching to the Collateral provided that the same does
            not adversely affect or prejudice the rights of the Finance Parties
            or the security hereby created.

11.   APPLICATION OF PROCEEDS

      All monies received by the Security Trustee or the Receiver hereunder
      shall be applied in or towards satisfaction of the Secured Obligations
      (subject to the prior discharge of all liabilities having priority thereto
      by law) in the following order of priority:-

      (a)   in payment or satisfaction of all costs, charges, expenses and
            liabilities properly incurred and payments made by or on behalf of
            the Security Trustee or the Receiver in connection with the exercise
            of any powers hereunder and in preserving or attempting to preserve
            this security or the Collateral and of all outgoings in respect of
            the Collateral paid by the Security Trustee or the Receiver pursuant
            to this Deed;

      (b)   in payment to the Receiver of all remuneration as may be agreed
            between it and the Security Trustee to be paid to it at, or at any
            time after, its appointment;

      (c)   in or towards reduction of the remaining Secured Obligations in such
            manner as is provided in the Facility Agreement; and

      (d)   surplus (if any) to the Mortgagors.

12.   INDEMNITY

12.1  GENERAL INDEMNITY

      Each of the Mortgagors hereby jointly and severally undertakes with the
      Security Trustee to indemnify and keep indemnified the Security Trustee
      and each other Finance party, any nominee, agent, officer or employer
      thereof for whose liability the Security Trustee may be answerable, the
      Receiver and each of them (each an "INDEMNITEE") from and against all
      costs, charges and expenses which the Security Trustee or such Lender
      shall properly incur in connection with the exercise of any powers
      conferred by this

                                     - 18 -
<PAGE>

                                                          [Group Share Mortgage]

      Deed or the perfection, preservation or enforcement of the security
      created by this Deed (unless and to the extent that any of the foregoing
      results directly from the fraud, gross negligence or wilful misconduct of
      that indemnitee).

12.2  CURRENCY INDEMNITY

      (a)   If an amount due to the Security Trustee or any Lender from any
            Mortgagor under this Deed (a "SUM"), or any order, judgment or award
            given or made in relation to a sum, has to be converted from the
            currency (the "FIRST CURRENCY") in which that sum is payable into
            another currency (the "SECOND CURRENCY") for the purpose of:

            (i)   making or filing a claim or proof against any Mortgagor;

            (ii)  obtaining or enforcing an order, judgment or award in relation
                  to any litigation or arbitration proceedings,

            that Mortgagor shall, as an independent obligation to the Security
            Trustee or such Lender, indemnify the Security Trustee or such
            Lender to whom that sum is due against any cost, loss or liability
            arising out of or as a result of the conversion including any
            discrepancy between (A) the rate of exchange used to convert that
            sum from the first currency into the second currency and (B) the
            rate or rates of exchange available to that person at the time of
            its receipt of that sum.

      (b)   Each Mortgagor waives any right it may have in any jurisdiction to
            pay any amount under this Deed in a currency or currency unit other
            than that in which it is expressed to be payable.

12.3  PAYMENT AND SECURITY

      The Security Trustee or the Receiver may retain and pay out of any money
      in the hands of the Security Trustee or the Receiver all sums necessary to
      effect the indemnity contained in this Clause and all sums payable by the
      Mortgagor under this Clause shall form part of the monies hereby secured.

13.   SUSPENSE ACCOUNT

      Notwithstanding Clause 11 (Application of Proceeds), in the event of the
      commencement at any time of the insolvency, bankruptcy winding-up or
      analogous proceedings of any Mortgagor, or of the security created under
      or pursuant to this Deed ceasing for any reason to be binding on the
      Mortgagor or if the Security Trustee should receive notice (either actual
      or otherwise) of any other security or interest affecting any of the
      Collateral, the Security Trustee may at any time open a new account or
      continue any then existing account in the name of the Mortgagor. No moneys
      paid into any such new account or continued account thereafter shall
      discharge or reduce the amount recoverable pursuant to this Deed. If the
      Security Trustee does not open a new account for such purposes, each
      Mortgagor shall nevertheless be treated as if it had done so at such time
      and as from that time all payments made by or on that Mortgagor's behalf
      for the account of the Security

                                     - 19 -
<PAGE>

                                                          [Group Share Mortgage]

      Trustee shall be treated as having been credited to the new account and
      shall not operate to reduce the Secured Obligations at such time.

14.   SET-OFF

      (a)   Without prejudice to any right of set-off, combination of accounts,
            lien or other rights which the Security Trustee or any Lender is at
            any time entitled whether by operation of law or contract or
            otherwise, the Security Trustee and each Lender may (but shall not
            be obliged to) set off against any obligation of any Mortgagor due
            and payable by it hereunder without prior notice any moneys held by
            the Security Trustee or such Lender for the account of such
            Mortgagorat any office of the Security Trustee or such Lender
            anywhere and in any currency. The Security Trustee or such Lender
            may effect such currency exchanges as are appropriate to implement
            such set-off.

      (b)   If the obligations are in different currencies, the Security Trustee
            or any Lender may convert either obligation at a market rate of
            exchange in its usual course of business for the purpose of the
            set-off.

15.   POWER OF ATTORNEY

15.1  POWER OF ATTORNEY

      (a)   Each Mortgagor irrevocably appoints the Security Trustee, the
            Receiver and any persons deriving title under either of them by way
            of security jointly and severally to be his attorney (hereinafter
            referred to as the "ATTORNEY", which expression shall include any
            substitute attorney appointed hereunder and for the time being
            acting) (with full power of substitution) and in its name or
            otherwise on its behalf and as its act and deed to sign, seal,
            execute, deliver, perfect and do all deeds, instruments, acts and
            things which may be required or which the Security Trustee or the
            Receiver shall think proper or reasonably expedient for carrying out
            any obligations imposed on each Mortgagor hereunder or for
            exercising, following the security constituted by this Deed becoming
            enforceable, any of the powers conferred by this Deed or in
            connection with any sale or disposition of the Collateral or the
            exercise of any rights in respect thereof or for giving to the
            Security Trustee and the Receiver the full benefit of this security
            and so that this appointment shall operate to authorise the Security
            Trustee and the Receiver to do on behalf of each Mortgagor anything
            it can lawfully do by an attorney.

      (b)   Each Mortgagor hereby declare that all acts and things done and all
            deeds, instruments and documents executed by the Attorney by virtue
            of the provisions hereof on behalf of the Mortgagor shall be as
            good, valid and effectual to all intents and purposes whatsoever as
            if the same had been duly and properly done or lawfully executed by
            itself and each Mortgagor hereby undertakes to ratify and confirm
            all such acts and things done and all such deeds, instruments and
            documents lawfully executed by virtue of the powers and authority
            hereby conferred.

                                     - 20 -
<PAGE>

                                                          [Group Share Mortgage]

      (c)   Each Mortgagor hereby further declares that the powers and authority
            conferred by this clause 14.1 are given for valuable consideration
            and shall be and remain irrevocable until payment and discharge of
            all of the Secured Obligations.

      (d)   None of the Security Trustee and the Attorney shall be liable to the
            Mortgagor for any loss suffered by any Mortgagor as a result of the
            exercise by the Attorney in good faith of the powers conferred by
            this clause 8.1.

15.2  DELEGATION

      The Security Trustee and the Receiver may delegate to any person all or
      any of the rights or powers conferred on it by this Deed or by law and any
      such delegation may be made upon such terms and conditions (including
      power to sub-delegate) and subject to such regulations as the Security
      Trustee may think fit and the Security Trustee shall not be in any way
      liable or responsible to the Mortgagors for any loss or damage arising
      from any act, default, omission or misconduct on the part of any such
      delegate or sub-delegate.

16.   FURTHER ASSURANCE

      The Mortgagor agrees that at any time and from time to time upon the
      written request of the Security Trustee it will promptly and duly execute
      and deliver any and all such further instruments and documents as the
      Security Trustee may reasonably require for the purpose of obtaining the
      full benefit of this Deed and of the rights and powers herein granted.

17.   NOTICES

17.1  NOTICES

      Any notice or communication under or in connection with this Deed shall be
      in writing and shall be delivered personally or by prepaid letter (airmail
      if available) or facsimile transmission to the addresses or facsimile
      numbers set out below or at such other address as the recipient may have
      notified to the other party in writing. Proof of posting or despatch of
      any notice or communication to any party hereto shall be deemed to be
      proof of receipt:-

      (a)   in the case of a letter, on the fifth Business Day after posting if
            airmail or second Business Day if local mail;

      (b)   in the case of a facsimile transmission, on the Business Day
            immediately following the date of despatch with confirmed facsimile
            report.

      All communications or other correspondence between any of the Mortgagors
      and any of the Lenders in connection with this Deed shall be made through
      the Security Trustee

17.2  ADDRESSES

      Notices or communications shall be sent to the following addresses:-

                                     - 21 -
<PAGE>

                                                          [Group Share Mortgage]

      To any Mortgagor:-

      Address          c/o Asia Netcom Corporation Limited
                       46/F Cheung Kong Center
                       2 Queen's Road Central
                       Hong Kong
      Fax              (852) 2121 2929
      Attention        Gregory Freiberg/Wenlong Sun

      With a copy to:  Asia Netcom Singapore Pte Limited
                       2 Shenton Way #11-01
                       SGX Centre 1
                       Singapore 068804.
      Fax              (65) 6233 6390
      Attention        Oliver Ao

      To the Security Trustee:-

      Address             Industrial and Commercial Bank of China (Asia) Limited
                          10/F., ICBC Asia Building
                          122-126 Queen's Road Central
                          Hong Kong
      Fax                 (852) 2851 9361
      Attention           Ms. Esther Cheng/Ms Amy Wong

17.3  LANGUAGE

      Each notice or document referred to in this Deed or to be delivered under
      this Deed shall be in the English language.

18.   WAIVERS, AMENDMENTS AND CONSENTS, REMEDIES, SEVERABILITY, ASSIGNMENT AND
      COUNTERPARTS

18.1  WAIVERS

      No failure or delay on the part of the Security Trustee or any Lender to
      exercise any power, right or remedy under this Deed shall operate as a
      waiver thereof, nor shall any single or partial exercise by the Security
      Trustee or any Lender of any power, right or remedy preclude any other or
      further exercise thereof or the exercise of any other power, right or
      remedy.

18.2  AMENDMENTS AND CONSENTS

      (a)   Any amendment of any provision of this Deed shall only be effective
            if made in accordance with the provisions of this Deed and each
            Mortgagor and the Security Trustee so agree in writing and any
            waiver of any breach or default under this Deed shall only be
            effective if the Security Trustee acting on the instructions of the
            Lenders or the Majority Lenders (as the case may be) agrees in
            writing. Any consent by the Security Trustee under this Deed must be
            made

                                     - 22 -
<PAGE>

                                                          [Group Share Mortgage]

            in writing.

      (b)   Any such waiver or consent may be given subject to any conditions
            thought fit by the Security Trustee acting on the instructions of
            the Lenders or the Majority Lenders, as the case may be, and shall
            be effective only in the instance and for the purpose for which it
            is given.

18.3  REMEDIES

      The remedies provided in this Deed are cumulative and are not exclusive of
      any remedies provided by law.

18.4  SEVERABILITY

      If any provision of this Deed is prohibited or unenforceable in any
      jurisdiction such prohibition or unenforceability shall not invalidate the
      remaining provisions hereof or affect the validity or enforceability of
      such provision in any other jurisdiction.

18.5  ASSIGNMENT

      The Security Trustee may assign its rights under this Deed in accordance
      with the provisions of the Facility Agreement. None of the Mortgagors may
      assign any of their respective rights hereunder without the prior written
      consent of the Security Trustee.

18.6  COUNTERPARTS

      This Deed may be executed in any number of counterparts including by
      facsimile and all of which taken together shall constitute one and the
      same instrument, and any party hereto may execute this Deed by signing any
      such counterpart.

18.7  It is intended that this document takes effect as a deed notwithstanding
      the fact that a party may only execute this document under hand.


19.   GOVERNING LAW AND JURISDICTION

19.1  GOVERNING LAW

      This Deed shall be governed by and construed in accordance with the laws
      of Singapore.

19.2  SUBMISSION TO JURISDICTION

      For the benefit of the Security Trustee, each Mortgagor irrevocably agrees
      that the courts of the Singapore are to have jurisdiction to settle any
      disputes which may arise out of or in connection with this Deed and that,
      accordingly, any legal action or proceedings arising out of or in
      connection with this Deed ("PROCEEDINGS") may be brought in those courts
      and each Mortgagor irrevocably submits to the jurisdiction of those
      courts.

                                     - 23 -
<PAGE>

                                                          [Group Share Mortgage]

19.3  OTHER JURISDICTIONS

      Nothing in this Clause 18 (Governing Law and Jurisdiction) shall limit the
      right of the Security Trustee to take Proceedings against any Mortgagor in
      any other court of competent jurisdiction nor shall the taking of
      Proceedings in one or more jurisdictions preclude the Security Trustee
      from taking Proceedings in any other jurisdiction, whether concurrently or
      not.

19.4  WAIVER OF INCONVENIENT FORUM

      Each Mortgagor irrevocably waives any objection which it may at any time
      have to the laying of the venue of any Proceedings in any court referred
      to in this Clause 19 (Governing Law and Jurisdiction) and any claim that
      any such Proceedings have been brought in an inconvenient forum.

19.5  PROCESS AGENT

      Each of the Mortgagors hereby irrevocably appoints Asia Netcom Singapore
      Pte Limited, 2 Shenton Way #11-01, SGX Centre 1, Singapore 068804 to
      receive, for it and on its behalf, service of process in any Proceedings
      in Singapore. Such service shall be deemed completed on delivery to the
      process agent whether or not it is forwarded to and received by the
      Mortgagors). If for any reason the process agent ceases to be able to act
      as such or no longer has an address in Singapore, the Mortgagors
      irrevocably agree to appoint a substitute process agent acceptable to the
      Security Trustee, and to deliver to the Security Trustee a copy of the new
      process agent's acceptance of that appointment, within 30 days.

19.6  SERVICE

      Each of the Mortgagors irrevocably consents to any process in any
      Proceedings anywhere being served by mailing a copy by post in accordance
      with Clause 17 (Notices). Nothing shall affect the right to serve any
      process in any other manner permitted by law.

19.7  WAIVER OF IMMUNITIES

      To the extent that each Mortgagor has or hereafter may acquire any
      immunity (sovereign or otherwise) from any legal action, suit or
      proceeding, from jurisdiction of any court or from set-off or any legal
      process (whether service or notice, attachment prior to judgment,
      attachment in aid of execution of judgment, execution of judgment or
      otherwise) with respect to itself or any of its property, each Mortgagor
      hereby irrevocably waives and agrees not to plead or claim such immunity
      in respect of its obligations under this Deed.

20.   AVOIDANCE OF PAYMENTS

      No assurance, security or payment which may be avoided under any law
      relating to bankruptcy or insolvency or under Section 329 or 330 of the
      Companies Act (Cap. 50), and no release, settlement or discharge given or
      made by the Security Trustee on the faith of any such assurance, security
      or payment, shall prejudice or affect the right

                                     - 24 -
<PAGE>

                                                          [Group Share Mortgage]

      of the Security Trustee to enforce the security created by this Deed in
      respect of the full extent of the moneys hereby secured. It is further
      agreed that (to the extent that the Security Trustee is of the opinion
      that there is a reasonable prospect of any assurance, security or payment
      being avoided as aforesaid) the Security Trustee shall be at liberty at
      its absolute discretion to retain any of the Collateral as security for
      the Secured Amounts for a period of seven months after the Secured Amounts
      shall have been paid in full, notwithstanding any release, settlement,
      discharge or arrangement given or made by the Security Trustee on, or as a
      consequence of, such termination of liability and, if at any time within
      the period of six months after such termination a petition (or equivalent)
      shall be presented to a competent court for an order for the bankruptcy or
      winding up (or equivalent) of any Mortgagor, or any Mortgagor shall be
      declared a bankrupt or commence to be wound up voluntarily (or
      equivalent), the Security Trustee shall be at liberty, notwithstanding the
      same, to continue to retain such Collateral or any part thereof for and
      during such further period as the Security Trustee in its absolute
      discretion shall determine and each Mortgagor agree that such security
      shall be deemed to have been and to have remained held by the Security
      Trustee as and by way of security for the payment and discharge of the
      Secured Amounts.

21.   THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT, CAP 53B

      The Contracts (Rights of Third Parties) Act, Cap 53B shall not under any
      circumstances apply to this Deed and any person who is not a party to this
      Deed (whether or not such person shall be named, referred to, or otherwise
      identified, or shall form part of a class of persons so named, referred
      to, or identified, in this Deed) shall have no right whatsoever under the
      Contracts (Rights of Third Parties) Act 53B to enforce this Deed or any of
      its terms.

22.   MISCELLANEOUS

22.1  The Security Trustee may convert any moneys available to it by virtue of
      this Deed from their existing currency of denomination into such other
      currency of denomination as may be necessary to enable it to discharge the
      Secured Obligations, any such conversion to be effected at the prevailing
      spot rate of exchange selected by the Security Trustee for the sale of
      such existing currency for such other currency (or, if there is no such
      rate, such other rate (being a rate generally available in the ordinary
      course of business) as the Security Trustee may select for this purpose).

22.2  The Security Trustee may act under this Deed through any of its branches
      or offices.

22.3  Each Mortgagor hereby irrevocably consents to the disclosure by the
      Security Trustee and the other Finance Parties on a confidential basis of
      such information about the Mortgagor as has been made available to them to
      any potential assignee or transferee in respect of their rights and/or
      obligations under or in connection with this Deed.

22.4  It is intended that this document takes effect as a deed notwithstanding
      the fact that a party may only execute this document under hand.

                                     - 25 -
<PAGE>

                                                          [Group Share Mortgage]

IN WITNESS whereof this Deed has been executed by the parties hereto and is
intended to be and is hereby delivered by each Mortgagor as its deed on the day
and year first above written.

                                     - 26 -
<PAGE>

                                                          [Group Share Mortgage]

                                   SCHEDULE 1

                            PARTICULARS OF THE SHARES

<TABLE>
<CAPTION>
                                          DESCRIPTION AND NUMBER OF     REGISTERED SHAREHOLDERS AND
         NAME OF COMPANY                            SHARES                 NUMBER OF SHARES HELD
         ---------------                            ------                 ---------------------
<S>                                      <C>                            <C>
Asia Netcom Corporation                  2  shares of S$1.00 each        Asia Netcom Corporation
(Singapore) Pte. Limited                                                 Limited
                                                                         (2 shares)

Asia Netcom Services (S) Pte. Ltd.       13,975,691 shares of S$1.00     Asia Netcom Corporation
                                         each                            (Singapore) Pte Limited
                                                                         (13,975,691 shares)

Southeast Asia Netcom (Singapore)        2,356,780 shares of             Asia Netcom Singapore Pte
Pte. Ltd.                                S$1.00 each                     Ltd (2,356,780 shares)

Asia Netcom Singapore Pte. Ltd.          2 shares of S$1.00 each         Asia Netcom Corporation
                                                                         (Singapore)
                                                                         Pte Limited
                                                                         (2 shares)
</TABLE>

                                     - 27 -
<PAGE>

                                                          [Group Share Mortgage]

                                   SCHEDULE 2
                         FORM OF INSTRUMENT OF TRANSFER

                             Instrument of Transfer

                                       [-]

                                    TRANSFER

FOR THE CONSIDERATION stated the Transferor named below hereby transfers to the
Transferee named below the shares or stock stated subject to the several
conditions on which the said shares or stock are or is now held by the
Transferor and the Transferee hereby agree(s) to accept and hold the said shares
or stock subject to the conditions aforesaid.

<TABLE>
<S>                                 <C>
Full Name of Company

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

Amount or Number and
full details of Share or Stock

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

Transfer from Transferor

Name and Address in full

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

Consideration

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

Transfer to
Transferee

Name and Address
in full

--------------------------------------------------------------------------------
</TABLE>

Dated

SIGNED by the Transferor            )
in the presence of:                 )

SIGNED by the Transferee            )
in the presence of:                 )

                                     - 28 -
<PAGE>

                                                          [Group Share Mortgage]

                                   SCHEDULE 3

                          FORM OF LETTER OF RESIGNATION

To:      The Board of Directors
         of [-] (the "COMPANY")                     Date: ______________________

I, [Name of director/secretary], hereby resign my position as a
[director/secretary] of the Company with effect from ______ and waive all claims
to fees or compensation in connection with or arising from my employment and/or
resignation save as provided by law in Singapore.

SIGNED, SEALED AND DELIVERED by
[Name of director/secretary]
in the presence of:

         Signature of witness: _____________________

         Name of witness:      _____________________

         Address of witness:   _____________________

                                     - 29 -
<PAGE>

                                                          [Group Share Mortgage]

                                   SCHEDULE 4

                           FORM OF WRITTEN RESOLUTION

                                       [-]

Written Resolutions of all the Directors of the Company dated the day of

We, the undersigned, being all the Directors of the Company, hereby resolve:-

1.    Appointment of Directors/Secretary

      That the following persons be appointed as Directors and/or Secretary of
      the Company with immediate effect:-

2.    Resignation of Directors

      That the Letters of Resignation signed by [names of all
      Directors/secretary] be accepted and that the same shall take effect
      forthwith.

[signed by all Directors]

_______________________________         _____________________________

                                     - 30 -
<PAGE>

                                                          [Group Share Mortgage]

                                   SCHEDULE 5

                 FORM OF AUTHORISATION FROM DIRECTORS/SECRETARY

                                                                          [Date]

To:   Industrial and Commercial Bank of China (Asia) Limited
      10/F., ICBC Asia Building
      122-126 Queen's Road Central
      Hong Kong

We are, at the date hereof, all the directors and the sole secretary of [-] (the
"COMPANY").

We refer to (a) the facility agreement dated [-], 2004, as amended and restated
by the Supplemental Amendment and Restatement Deed dated [ ], 2004 (the
"FACILITY AGREEMENT"), entered into between (1) Asia Netcom Corporation Limited,
as borrower (the "BORROWER") (2) the banks and financial institutions named
therein as lenders (the "LENDERS") and (3) the Industrial and Commercial Bank of
China (Asia) Limited as arranger and facility agent; (b) the Group Share
Mortgage dated [-], 2004 (the "MORTGAGE") made between the companies named in
Schedule 7 therein and yourselves as Security Trustee in relation the Shares in
the Company; and (c) an undated written resolution of all the directors of the
Company signed by us resolving to approve the appointment of new director(s)
and/or a new secretary of the Company and the resignation of us as directors
and/or secretary of the Company (the "WRITTEN RESOLUTIONS").

We hereby irrevocably authorise you, at any time after the Mortgage has become
enforceable without our consent, to nominate such person(s) as you may in your
absolute discretion determine to be the director(s) of the Company and to
complete the written resolutions in such manner as you may think fit, including
to insert the date (which can be any date after the date hereof) and the name(s)
of the additional director(s) and/or the secretary. We confirm and declare that
the written resolutions as completed by you shall in all respects be valid and
effective as a board resolutions of the Company on the date and to the effect as
stated therein, and be binding on us and on the Company.

We also refer to the undated letters of resignation as directors and/or the
secretary of the Company signed by us. Each of us hereby irrevocably authorises
you at any time after the Mortgage has become enforceable without our consent to
insert a date (which can be any date after the date hereof) on the letters of
resignation, upon which our resignation of directorship and/or as secretary
shall take immediate effect.

[signed by all Directors and the secretary]

____________________________            _____________________________

                                     - 31 -
<PAGE>

                                                          [Group Share Mortgage]

                                   SCHEDULE 6

                          FORM OF LETTER OF UNDERTAKING

                                                                          [Date]

To:   Industrial and Commercial Bank of China (Asia) Limited
      10/F., ICBC Asia Building
      122-126 Queen's Road Central
      Hong Kong

We, the undersigned Directors of [  -  ] (the "COMPANY"), refer to the Mortgage
of Shares dated [              ], 2004 and made between the companies named in
Schedule 7 therein as mortgagors and yourselves as Security Trustee, and in
pursuance thereof hereby undertake not to appoint any additional or substitute
Directors or Secretary of the Company without your written consent.

[signed by all Directors]

______________________________                 ___________________________

______________________________                 ___________________________

                                     - 32 -
<PAGE>

                                                          [Group Share Mortgage]

                                   SCHEDULE 7

                                   MORTGAGORS

<TABLE>
<CAPTION>
           Name of Mortgagor                    Shares being Mortgaged
           -----------------                    ----------------------
<S>                                     <C>
1. Asia Netcom Corporation Limited      Asia Netcom Corporation (Singapore) Pte.
                                        Limited

2. Asia Netcom Corporation (Singapore)  Asia Netcom Services (S) Pte. Ltd. AND
Pte. Limited                            Asia Netcom Singapore Pte. Ltd.

3. Asia Netcom Singapore Pte. Ltd.      Southeast Asia Netcom (Singapore) Pte.
                                        Ltd.
</TABLE>

                                     - 33 -
<PAGE>

                                                          [Group Share Mortgage]

                                   SCHEDULE 8

                       FORM OF ACKNOWLEDGEMENT OF NOMINEE

To:   Industrial and Commercial Bank of China (Asia) Limited

                                                         _________________, 2004

Dear Sirs,

RE: ASIA NETCOM CORPORATION LIMITED (THE "COMPANY")

I/We acknowledge that by a deed of mortgage of shares dated [___________], 2004
(the "SHARE MORTGAGE"), China Netcom Corporation International Limited (the
"MORTGAGOR") has agreed to mortgage the entire issued share capital of the
Company (the "SHARES") of which the Mortgagor is the sole beneficial owner to
you.

I/We hereby agree to deposit with you the certificates in respect of the
Share(s) of which I/we are the registered holder and to execute and deliver to
you such instruments of transfer, contract note, and other documents in respect
of such Share(s), including a power of attorney to sell, transfer or otherwise
dispose of the same, in such form as you may at any time and from time to time
require.

I/We [jointly and severally], until such time as I/we receive written notice
from you stating that the Share Mortgage has been released or otherwise
discharged:

1.    warrant that I/we are the registered holder(s) of a total of [____]
      [ordinary share(s)] of $[_______] each, in the Company;

2.    confirm that I/we hold such share(s) as nominee(s) on trust for you and
      that I/we shall hereafter hold such share(s) on you behalf as mortgagee in
      accordance with the terms of the Share Mortgage; and

3.    grant to you a power of attorney in the terms of clause 15 of the Share
      Mortgage as if references therein to the Mortgagor were references to
      me/us and undertake to grant you such further powers of attorney in such
      form as you may at any time and from time to time require.

EITHER:

SIGNED, SEALED AND DELIVERED                  )
by [___________________________]              )
in the presence of:                           )

OR:

THE COMMON SEAL of                            )
[---------------------------]                 )
was hereunto affixed in                       )
the presence of:                              )

                                     - 34 -
<PAGE>

                                                          [Group Share Mortgage]

                                 EXECUTION PAGE

THE MORTGAGORS

SIGNED, SEALED AND DELIVERED                  )
as a Deed by its duly authorised attorney     )
Tsui, Lai Ping Yvonne                         ) /s/ Tsui, Lai Ping Yvonne
for and on behalf of                          )
ASIA NETCOM CORPORATION LIMITED               )
in the presence of:-                          )

/s/ Corina Delicia Hoon
    Corina Delicia Hoon
    Solicitor
    RICHARDS BUTLER
    20/F Alexandra House
    Hong Kong SAR



SIGNED, SEALED AND DELIVERED                  )
as a Deed by its duly authorised attorney     )
Tsui, Lai Ping Yvonne                         ) /s/ Tsui, Lai Ping Yvonne
for and on behalf of                          )
ASIA NETCOM CORPORATION (SINGAPORE)           )
PTE LIMITED                                   )
in the presence of:-                          )

/s/ Corina Delicia Hoon
    Corina Delicia Hoon
    Solicitor
    RICHARDS BUTLER
    20/F Alexandra House
    Hong Kong SAR



SIGNED, SEALED AND DELIVERED                  )
as a Deed by its duly authorised attorney     )
Tsui, Lai Ping Yvonne                         ) /s/ Tsui, Lai Ping Yvonne
for and on behalf of                          )
ASIA NETCOM SINGAPORE PTE. LTD.               )
in the presence of:-                          )

/s/ Corina Delicia Hoon
    Corina Delicia Hoon
    Solicitor
    RICHARDS BUTLER
    20/F Alexandra House
    Hong Kong SAR

                                     - 35 -
<PAGE>

                                                          [Group Share Mortgage]

THE SECURITY TRUSTEE

SIGNED by                                     )
Wang Yan, Wilson Yan                          ) /s/ Wang Yan     /s/ Wilson Wan
for and on behalf of                          )
THE INDUSTRIAL AND COMMERCIAL                 )
BANK OF CHINA (ASIA) LIMITED                  )
in the presence of:-

/s/ Corina Delicia Hoon
    Corina Delicia Hoon
    Solicitor
    RICHARDS BUTLER
    20/F Alexandra House
    Hong Kong SAR

                                     - 36 -