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                                                                   EXHIBIT 10.46

                                                                  Execution Copy

                               Dated 27 July 2004

                         ASIA NETCOM CORPORATION LIMITED
                                  (as Chargor)

                                       and

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

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                           CHARGE OVER DEPOSIT ACCOUNT

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

                                 RICHARDS BUTLER
                                    HONG KONG

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                                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.         CHARGE...............................................................................................     3

4.         CONTINUING AND INDEPENDENT SECURITY..................................................................     5

5.         REPRESENTATIONS AND WARRANTIES.......................................................................     7

6.         TAXES AND OTHER DEDUCTIONS...........................................................................     9

7          COSTS, CHARGES AND EXPENSES..........................................................................    11

8.         UNDERTAKINGS.........................................................................................    12

9.         ENFORCEMENT..........................................................................................    13

10.        APPLICATION OF PROCEEDS..............................................................................    17

11.        INDEMNITY............................................................................................    17

12.        SUSPENSE ACCOUNT.....................................................................................    18

13.        SET OFF..............................................................................................    18

14.        POWER OF ATTORNEY....................................................................................    18

15.        FURTHER ASSURANCE....................................................................................    19

16.        NOTICES..............................................................................................    19

17.        WAIVERS, AMENDMENTS AND CONSENTS, REMEDIES, SEVERABILITY, ASSIGNMENT AND COUNTERPARTS................    20

18.        GOVERNING LAW AND JURISDICTION.......................................................................    21

SCHEDULE - FORM OF NOTICE AND  ACKNOWLEDGEMENT OF DEPOSIT ACCOUNT...............................................    24

EXECUTION PAGE..................................................................................................    26
</TABLE>

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THIS DEED OF CHARGE OVER DEPOSIT ACCOUNT is made on 27 July 2004

BETWEEN:-

(1)   ASIA NETCOM CORPORATION LIMITED, a company incorporated under the laws of
      Bermuda whose registered office is situate at Clarendon House, 2 Church
      Street, Hamilton, HM11 Bermuda (the "CHARGOR"); 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 security trustee and trustee for and on behalf of the
      Finance Parties (the "SECURITY TRUSTEE").

WHEREAS:-

(A)   By a facility agreement 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 between (1) the Chargor, as 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 Finance Parties have
      agreed, upon and subject to the terms of the Facility Agreement, to make
      available to the Chargor 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 agent and trustee for
      the Finance Parties pursuant to this Deed and other Finance Documents.

(C)   It is a condition precedent to the availability of the Facility under the
      Facility Agreement that the Chargor shall have executed and delivered this
      Deed to the Security Trustee creating fixed and floating charges over its
      assets and undertakings.

NOW THIS DEED WITNESSES as follows:-

1.    DEFINITIONS AND CONSTRUCTION

1.1   TERMS DEFINED

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

      "COLLATERAL" means all the right, title, interest and benefit of the
      Chargor in and to the Charged Account and, subject to Clause 2.4, the
      Deposit.

      "CHARGED ACCOUNT" means the Deposit Account and all sums now or hereafter
      deposited in such account and all additions to or renewals or replacements
      thereof (in

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      whatever currency) and all interest or other sums which may accrue from
      time to time thereon.

      "DEPOSIT ACCOUNT" means the account of the Chargor with the Deposit Bank
      account number 0160042616.

      "DEPOSIT BANK" means Industrial and Commercial Bank of China (Asia)
      Limited.

      "RECEIVER" means any receiver, manager, provisional supervisor 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 (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 payable by the Chargor or any other member of the Borrower
      Group or any other Security Party which is a member of the CNC HK Group to
      the Finance Parties or any of them under or pursuant to the Facility
      Agreement and/or any other Finance Documents and/or all other obligations
      hereby secured.

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 Finance Parties 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 interest conferred by Clause 3 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 constituted
      under this Clause and any dispositions made or to be made pursuant to this
      Deed and this trust, is hereby specified as a period of eighty (80) years
      less one (1) day from the date of this Deed.

1.3   CLAUSE HEADINGS

      Clause headings and the table of contents are inserted for convenience 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 "CHARGOR", the "SECURITY TRUSTEE" or any "FINANCE
            PARTIES" include, where the context permits, include their
            respective successors and transferees and permitted assigns in
            accordance with their respective interests.

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2.    COVENANT TO PAY

      The Chargor hereby covenants that it will on demand pay and discharge the
      Secured Obligations when due for payment or discharge in accordance with
      the Finance Documents.

3.    CHARGE

3.1   CHARGE

      In consideration of the Finance Parties agreeing to make the Facility
      available to the Chargor upon the terms and conditions of the Facility
      Agreement and as a continuing security for the due and punctual payment
      and discharge of the Secured Obligations, the Chargor as sole beneficial
      owner hereby irrevocably charges by way of first floating charge to the
      Security Trustee as trustee for the benefit of the Finance Parties, the
      Collateral.

3.2   CONVERSION BY NOTICE

      The Security Trustee may convert any floating charge created pursuant to
      Clause 3.1 into a fixed charge (either generally or specifically) by
      notice to the Chargor specifying the relevant Collateral:

      (a)   if it (acting reasonably) considers it desirable to do so in order
            to protect or preserve the Security Interests over that Collateral
            and/or the priority of those Security Interests; and/or

      (b)   while an Event of Default has occurred and is continuing.

3.3   AUTOMATIC CONVERSION

      If:

      (a)   the Chargor takes any step to create any Security Interest in breach
            of this Deed over any of the Collateral not subject to a Security
            Interest;

      (b)   an Event of Default occurs under clause 17.1(f), (g), (h), (i), (j)
            or (k) of the Facility Agreement; or

      (c)   any person takes any step to effect any Expropriation, attachment,
            sequestration, distress or execution against any of the Collateral,

      the floating charge over the relevant Collateral shall automatically and
      immediately be converted into a fixed charge without notice.

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3.4   CONVERSION TO FLOATING CHARGE

      Security Trustee may reconvert any fixed charge created pursuant to Clause
      3.2 or Clause 3.3 into a floating charge by notice to the Chargor
      specifying the relevant Collateral if:

      (a)   none of the events or circumstances referred to in paragraphs (a) or
            (b) of Clause 3.2 or paragraphs (a), (b) or (c) of Clause 3.3 is
            continuing; and

      (b)   the Security Trustee considers that such conversion into a floating
            charge would not prejudice the interests of any Finance Party under
            any Finance Document.

3.5   PERFORMANCE AND INDEMNITY

      Notwithstanding the foregoing, the Chargor shall remain liable to perform
      all the obligations to be performed by it in respect of the Collateral and
      shall discharge fully its obligations thereunder as they become due and
      neither the Security Trustee nor any of the other Finance Parties 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 the Chargor hereby indemnifies and agrees to
      keep indemnified the Security Trustee, and the other Finance Parties and
      each of them from and against any such liability.

3.6   DEPOSIT

      Throughout the term of the Facility and so long as any part of the Secured
      Obligations remain outstanding, the Chargor shall, on the Business Day
      falling at least 5 days prior to each Interest Payment Date, deposit and
      maintain in the Deposit Account an amount equal to the Deposit and subject
      always to the payment and discharge in full of all amounts then due and
      owing on each Interest Payment Date and provided further that no Default
      is continuing, the Chargor may only withdraw the Deposit on the first
      Business Day falling 2 days after such Interest Payment Date.

3.7   WITHDRAWAL BY SECURITY TRUSTEE

      If the Chargor, as borrower, is not able on an Interest Payment Date to
      repay in full any amount then due and owing, the Security Trustee may, and
      the Chargor hereby irrevocably appoints and authorises the Security
      Trustee on its behalf, to instruct the Facility Agent to:-

      (a)   withdraw from the Deposit Account an amount (the "BALANCE") equal to
            the difference between (i) the aggregate of all the amounts then due
            and owing on that Interest Payment Date and (ii) the amount received
            by the Facility Agent and/or the Security Trustee from the Chargor,
            as borrower on such Interest Payment Date; and

      (b)   apply the Balance in satisfaction of the amounts then due and
            payable on that Interest Payment Date to the Finance Parties.

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3.8   RELEASE AND TRANSFER

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

      (b)   Notwithstanding any discharge, release or settlement from time to
            time between the Security Trustee and/or any other Finance Party and
            the Chargor, if any security, disposition or payment granted or made
            to the Security Trustee and/or any other Finance Party in respect of
            the Secured Obligations by the Chargor 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.

3.9   NOTICE OF CHARGE

      The Chargor shall forthwith upon execution of this Deed deliver a notice
      of charge to the Deposit Bank, in the form set out in the Schedule and
      shall, as soon as possible, procure that an acknowledgement of notice is
      duly received by the Security Trustee.

3.10  REGISTRATION

      The Chargor hereby authorises the Security Trustee forthwith upon
      execution of this Deed to procure the delivery to the Companies Registry
      in Bermuda and the Companies Registry in Hong Kong or other competent
      authority in the place of incorporation of the Chargor of the particulars
      of this Deed.

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
      the Chargor 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 the Chargor and the Security Trustee and/or any other
      Finance Party.

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 the Chargor or otherwise)
      now or from time to time hereafter held by the Security Trustee and/or any
      other Finance Party in respect of or in connection with the

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      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 in any court against the Chargor, any other person, (ii)
      make or file any claim or prove in a winding-up or liquidation of the
      Chargor or of any other person or (iii) enforce or seek to enforce the
      recovery of the monies and liabilities hereby secured by any other
      security or other rights 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 the Chargor 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 the Chargor under this
      Deed nor the validity or enforceability of this Deed shall not be
      prejudiced, affected or discharged by:-

      (a)   the granting of any time or indulgence to the Chargor 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 Chargor or
            any other person to enter into or perform any of its respective
            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 Chargor or such other person;

      (f)   the insolvency, bankruptcy or liquidation or any incapacity,
            disability or limitation or any change in the constitution or status
            of the Chargor 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, any Finance Party or by any other person or
            by any of the same being or

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            becoming wholly or partly void, voidable or unenforceable or
            impaired or by the Security Trustee or any Finance Party 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 any Finance Party may now or hereafter have
            from or against the Chargor or any other person;

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

      (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 the Chargor hereunder.

4.5   NO SUBROGATION

      (a)   The Chargor shall not exercise any right of subrogation,
            contribution or any other rights of a surety or enforce any security
            or other right or claim against any other Security Party (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 any
            other Security Party or any such other person in competition with
            the Security Trustee and/or the Finance Parties.

      (b)   If the Chargor 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.

5.    REPRESENTATIONS AND WARRANTIES

5.1   REPRESENTATIONS AND WARRANTIES

      The Chargor hereby represents and warrants to the Security Trustee for the
      benefit of the Finance Parties that:-

      (a)   STATUS: it is a company duly incorporated and validly existing and
            in good standing under the laws of Bermuda and has full power,
            authority and legal right to own its property and assets and 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 action) required to authorise the
            execution and delivery of this Deed and the performance of its
            obligations under this Deed have been duly taken including the
            authorisation of the person or persons who have executed and
            delivered this Deed to act for and on its behalf thereby binding the
            Chargor to all the terms and conditions hereof;

      (c)   LEGAL VALIDITY: this Deed constitutes or, when so executed and
            delivered, will

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            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, or (ii) a breach of
            the constitutional documents of the Chargor, or (iii) any material
            breach of agreement or document to which the Chargor 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 part
            of the Collateral pursuant to the provisions of any such agreement
            or document;

      (e)   NO CONSENTS: 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 Bermuda or
            in any relevant jurisdiction is required for or in connection with
            the execution, delivery, validity, enforceability and admissibility
            in evidence in proceeding of this Deed, or the performance by the
            Chargor of any of its respective obligations under this Deed;

      (f)   NO REGISTRATION: 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 Bermuda and Hong Kong and all
            jurisdictions the subject of any legal opinion referred to in
            paragraph 4 of Schedule 3 of the Facility Agreement;

      (g)   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;

      (h)   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 the Chargor
            of this Deed or any document to be executed or delivered under this
            Deed;

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

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      (j)   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;

      (k)   NO IMMUNITY: it is generally subject to civil and commercial law and
            to legal proceedings and neither it or any of its assets or revenues
            are entitled to any immunity or privilege (sovereign or otherwise)
            from any set-off, judgment, execution, attachment or other legal
            process;

      (l)   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;

      (m)   SOLE AND BENEFICIAL OWNER: it is the sole, absolute legal and
            beneficial owner of the Collateral;

      (n)   SECURITY INTEREST: no Security Interest exists in any of its rights,
            title, interests or benefits in the Collateral (other than as
            created by this Deed);

      (o)   THIRD PARTY RIGHT: it has not sold or otherwise disposed of any of
            the Collateral or granted in favour of any other person any interest
            in or any option or other rights in respect of any of the
            Collateral.

5.2   CONTINUING REPRESENTATION AND WARRANTY

      The Chargor represents and warrants to and undertakes with the Security
      Trustee that the foregoing representations and warranties in Clause 5.1(a)
      to (l) inclusive are deemed to be made by the Chargor on each Drawdown
      Date and on each Interest Payment Date with reference to the facts and
      circumstances then existing.

6.    TAXES AND OTHER DEDUCTIONS

6.1   TAX GROSS-UP

      (a)   All sums payable by the Chargor or any other person under this Deed
            shall be paid in full without any restriction or condition and free
            and clear of any Tax

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            or other deductions or withholdings of any nature.

      (b)   If at any time the Chargor 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 Finance Party (or if the
            Security Trustee is required to make any such deduction or
            withholding from a payment to other Finance Parties), the sum due
            from the Chargor 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 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 Chargor's obligations under Clause 6.1(a) and (b) shall not
            apply in respect of any Tax on Overall Net Income levied on the
            Security Trustee or any other Finance Party.

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

6.2   TAX INDEMNITY

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

      (a)   any failure of the Chargor 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 the Chargor 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

      The Chargor 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. 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 the Chargor.

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6.4   TAX CREDIT

      If the Chargor 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 the Chargor 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 the Chargor.

7     COSTS, CHARGES AND EXPENSES

7.1   COSTS, CHARGES AND EXPENSES

      The Chargor shall from time to time forthwith on demand pay to or
      reimburse the Finance Parties and the Receiver (on the basis of a full
      indemnity) the amount of all costs, charges and expenses incurred by the
      Finance Parties or the Receiver in connection with:

      (a)   the investigation of title to or any inspection or valuation of the
            Collateral under or in connection with this Deed following an Event
            of Default, and the negotiation, preparation, registration,
            perfecting, amendment, modification or administration of this Deed
            (or any of the charges therein contained) or any other document
            relating thereto;

      (b)   the carrying out of any other act or matter which the Security
            Trustee or any Finance Party or the Receiver may reasonably consider
            to be necessary or required for the preservation of the Collateral;
            and

      (c)   all costs, charges and expenses (including legal and other fees on a
            full indemnity basis) properly incurred by the Security Trustee or
            any other Finance Party or Receiver in exercising any of its rights
            or powers hereunder or in suing for or seeking to recover any sums
            due hereunder or otherwise preserving or enforcing its rights
            hereunder or in defending any claims brought against it in respect
            of this Deed or in releasing or re-assigning this Deed upon payment
            of all moneys hereby secured,

      unless in respect of a Finance Party, such costs, charges, and expenses
      are caused by the wilful misconduct or gross negligence of that Finance
      Party and until payment of the same in full, all such costs, charges and
      expenses shall be secured by this Deed.

7.2   STAMP DUTY

      The Chargor 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

                                     - 11 -
<PAGE>

                                                   [Charge Over Deposit Account]

      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 Chargor to pay
      such duties or taxes.

8.    UNDERTAKINGS

      The Chargor hereby undertakes and agrees with the Security Trustee for the
      benefit of the other 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)   NO SECURITY INTEREST: not create or attempt or agree to create or
            permit to exist any Security Interest over all or any part of the
            Collateral or any interest therein unless contemporaneously
            therewith or prior thereto Indebtedness owing to the Finance Parties
            under this Deed is equally and rateably secured and no Security
            Interest purported to be created in breach of this restriction shall
            take priority over or rank pari passu with this Deed and with the
            intent of affording the Security Trustee further and better security
            the Chargor agrees and declares that the rule in Clayton's Case or
            any other rule of law or equity shall not apply so as to affect or
            diminish in any way the Security Trustee's rights under this Deed
            provided always that upon receipt by any Finance Party of notice
            (either actual or otherwise) of any subsequent Security Interest
            affecting the Collateral or upon the presentation of a petition or
            the passing of a resolution in relation to the winding up or
            equivalent action in any jurisdiction of the Chargor, any Finance
            Party may or the Security Trustee may instruct the Deposit Bank to
            open new or separate accounts in the name of the Chargor with that
            Finance Party and if that Finance Party has not in fact opened such
            new or separate accounts, it shall nevertheless be treated as if it
            has done so when the relevant event occurred and as from that time
            all payments made by the Chargor to any Finance Party shall
            (notwithstanding any legal or equitable rule or presumption to the
            contrary) be placed or deemed to have been placed to the credit of
            such new or separate accounts and shall not go in reduction of the
            amounts due by the Chargor to the Finance Parties at the time of
            such event notwithstanding that such payments had been paid into the
            existing accounts of the Chargor or were shown to be credited to the
            Chargor's existing accounts on the statements and the Finance
            Parties shall immediately after the time of such breach have an
            absolute right of appropriation of such payments;

      (b)   THIRD PARTY RIGHT: not grant in favour of any other person any
            interest in or any option or other rights in respect of any of the
            Collateral or agree or attempt to do any of the foregoing (except
            under or pursuant to this Deed);

      (c)   OWNERSHIP OF COLLATERAL: at all times remain the sole, absolute and
            legal and beneficial owner of the Collateral;

      (d)   COPIES OF NOTICES: upon request of the Security Trustee, give to the
            Security Trustee copies of all notices, requests and other documents
            sent or received with respect to the Deposit Accounts and/or
            Deposits;

                                     - 12 -
<PAGE>

                                                   [Charge Over Deposit Account]

      (e)   INFORMATION: give to the Security Trustee such information regarding
            the Deposit Account and/or Deposits as the Security Trustee shall
            reasonably require;

      (f)   NO WITHDRAWAL OR DISPOSAL: not withdraw or agree or attempt or be
            entitled to withdraw or deal with all or any part of the Collateral
            or any of the monies in the Deposit Account except as permitted
            under or pursuant to this Deed and not to sell or agree to sell or
            assign, any part of the Collateral or attempt to do any of the
            foregoing;

      (g)   ENFORCEMENT: do or permit to be done every act or thing which the
            Security Trustee may from time to time reasonably 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;

      (h)   NO DEPRECIATION TO SECURITY: not do or cause or permit to be done
            anything which may in any way depreciate or otherwise prejudice the
            value of the Security Trustee's security hereunder; and

      (i)   DEPOSIT ACCOUNT: ensure that all moneys payable (whether now or in
            the future) pursuant to this Deed will be deposited into the Deposit
            Account in accordance with the terms hereof and the Chargor shall
            not withdraw and utilise the Deposit or any part thereof other than
            as permitted by this Deed and the Chargor will not close the Deposit
            Account or vary the terms of its agreement with the Deposit Bank or
            agree or attempt to do any of the same except as otherwise agreed in
            advance by the Security Trustee or otherwise in accordance with the
            provisions of the Facility Agreement.

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 under the Facility Agreement; or

      (b)   if the Chargor 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.

9.2   ENFORCEMENT OF SECURITY

      Upon the security created by this Deed becoming enforceable, the Security
      Trustee may at any time or times thereafter exercise without prior or
      further notice or restriction and whether or not it shall have appointed a
      Receiver, all the powers and discretions hereby conferred either expressly
      or by implication on a Receiver (and in relation to express powers and
      discretions as if any reference to the Receiver were a reference to the

                                     - 13 -
<PAGE>

                                                   [Charge Over Deposit Account]

      Security Trustee) and all other powers conferred upon mortgagees by law or
      otherwise and shall be entitled to withdraw, appropriate, transfer,
      set-off or otherwise dispose of all or any part of the Deposit in the
      Charged Account in or towards the payment or discharge of the Secured
      Obligations in accordance with Clause 10, for this purpose, the Security
      Trustee may, at the expense of the Chargor, convert all or any part of
      such monies into other currencies. The above provisions apply
      notwithstanding any other terms upon which such monies may have been
      deposited or that any such monies may have been deposited for a fixed
      period or be subject to a period of notice and that the fixed period or
      period of notice may not have expired or that notice or sufficient notice
      may not have been given.

9.3   EXCLUSION OF LIMITATIONS

      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 paragraph 11 of the Fourth Schedule to the Conveyancing
      and Property Ordinance (Chapter 219 of the laws of Hong Kong) shall apply
      to this Deed.

9.4   APPOINTMENT OF RECEIVER

      At any time after the security hereby created has become enforceable, or
      if requested by the Chargor, 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 his or their remuneration and may remove any
      Receiver so appointed and appoint another in his 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.

9.5   POWERS OF RECEIVER

      The Receiver shall be the agent of the Chargor and the Chargor shall be
      solely responsible for the Receiver's acts or defaults and for the
      Receiver's remuneration and the Receiver shall, in addition to all powers
      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), have power (exercisable without further notice):-

      (a)   to take possession of, collect and get in and give receipts for the
            Collateral;

      (b)   to dispose of or deal with the Collateral in such manner, for such
            consideration and generally on such terms and subject to such
            conditions as the Receiver may think fit with full power to convey
            or otherwise transfer the Collateral in the name of the Chargor or
            other legal or registered owner;

      (c)   to institute, prosecute and defend any proceedings in the name of
            the Chargor or otherwise as may deem expedient;

                                     - 14 -
<PAGE>

                                                   [Charge Over Deposit Account]

      (d)   to redeem any Security Interest (whether or not having priority to
            the security constituted by this Deed) and make any arrangement,
            settlement or compromise or enter into any contracts which the
            Receiver shall think expedient in the interests of the Security
            Trustee;

      (e)   for the purpose of exercising any of the powers, authorities and
            discretions conferred on him by or pursuant to this Deed and of
            defraying any costs, charges, losses or expenses (including his
            remuneration) which shall be incurred by him in the exercise thereof
            or for any other purpose in connection herewith, to raise and borrow
            money either unsecured or on the security of the Collateral either
            in priority to this Deed or otherwise and generally on such terms
            and conditions as he may think fit provided that:-

            (i)   no Receiver shall exercise such power without first obtaining
                  the written consent of the Security Trustee and the Finance
                  Parties shall incur no liability to the Chargor or any other
                  person by reason of its giving or refusing such consent
                  whether absolutely or subject to any limitation or condition;
                  and

            (ii)  no person lending such money shall be concerned to enquire as
                  to the existence of such consent or the terms thereof or as to
                  the propriety or purpose of the exercise of such power or to
                  see to the application of any money so raised or borrowed;

      (f)   to appoint managers, agents, officers, solicitors, accountants or
            other professional or non-professional advisers, agents or employees
            for any of the aforesaid purposes at such salaries or for such
            remuneration and for such periods as the Receiver may determine and
            to delegate to any person any of the powers hereby conferred on the
            Receiver;

      (g)   in the exercise of any of the above powers to expend such sums as
            the Receiver may think fit and the Chargor shall forthwith on demand
            repay to the Receiver all sums so expended together with interest
            thereon at such rates as the Security Trustee may from time to time
            determine from the time of the same having been paid or incurred and
            until such repayment such sums together with such interest shall be
            secured by this Deed;

      (h)   to do all such other acts and things as may be considered by the
            Receiver to be incidental or conducive to any of the matters or
            powers aforesaid or otherwise incidental or conducive to the
            exercise of any of the rights conferred on the Receiver under any
            Finance Document to which the Chargor is a party or under
            legislation or common law or to the realisation of the security
            created by this Deed and which the Receiver may lawfully do and to
            use the name of the Chargor for all the purposes aforesaid.

9.6   RECEIVER TO CONFORM TO SECURITY TRUSTEE'S DIRECTIONS

      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.

                                     - 15 -
<PAGE>

                                                   [Charge Over Deposit Account]

9.7   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.

9.8   NO LIABILITY TO ACCOUNT AS MORTGAGEE IN POSSESSION

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

9.9   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 Finance Document shall, in the absence of manifest error, be
      conclusive evidence of the amount so due.

9.10  SALE OF COLLATERAL

      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 and (ii) to any person (including,
      without limitation, any person connected with the Chargor or the Security
      Trustee).

9.11  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.

9.12  NO LIABILITY FOR LOSSES

      The Chargor shall not have any claim against the Security Trustee or the
      Receiver 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,
      except and to the extent that loss is caused by the Security Trustee's or
      the Receiver's fraud, negligence or wilful misconduct.

                                     - 16 -
<PAGE>

                                                   [Charge Over Deposit Account]

10.   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 him 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)   the surplus (if any) to the Chargor.

11.   INDEMNITY

11.1  GENERAL INDEMNITY

      The Chargor hereby undertakes with the Security Trustee to indemnify and
      keep indemnified the Security Trustee, the other Finance Parties and each
      of them (each an "INDEMNITEE") from and against all costs, charges and
      expenses which the Security Trustee or such other Finance Parties shall
      properly incur in connection with the exercise of any powers conferred by
      this 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).

11.2  CURRENCY INDEMNITY

      (a)   If an amount due to the Security Trustee or any other Finance
            Parties from the Chargor 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 the Chargor;

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

            the Chargor shall, as an independent obligation to the Security
            Trustee or such other Finance Parties, indemnify the Security
            Trustee or such other Finance

                                     - 17 -
<PAGE>

                                                   [Charge Over Deposit Account]

            Parties 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)   The Chargor waives any right it may have in any jurisdiction to pay
            any amount under the Facility Agreement and or/any other Finance
            Document in a currency or currency unit other than that in which it
            is expressed to be payable.

11.3  PAYMENT AND SECURITY

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

12.   SUSPENSE ACCOUNT

      The Security Trustee may, notwithstanding, Clause 10 (Application of
      Proceeds), place and keep any monies received under this Deed, before or
      after the insolvency of the Chargor, to the credit of a suspense account
      in order to preserve the rights of the Finance Parties to sue or prove for
      the whole amount in respect of claims against the Chargor or any other
      person.

13.   SET OFF

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

13.2  If the obligations are in different currencies, the Security Trustee or
      such Receiver may convert either obligation at a market rate of exchange
      in its usual course of business for the purpose of the set-off.

14.   POWER OF ATTORNEY

14.1  POWER OF ATTORNEY

      The Chargor 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 its attorney (with full power of substitution) and in
      its name or otherwise on its behalf and

                                     - 18 -
<PAGE>

                                                   [Charge Over Deposit Account]

      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 the Chargor
      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 the Chargor anything it can lawfully do by an
      attorney. The Chargor ratifies and confirms and agrees to ratify and
      confirm any deed, instrument, act or thing which such attorney or
      substitute may execute or do in exercising its powers under this Clause.

14.2  DELEGATION

      The Security Trustee and/or the Receiver may delegate to any person all or
      any of the rights or powers conferred on it by this Deed or by law. Any
      such delegation may be made upon such terms and conditions (including
      power to sub-delegate) as the Security Trustee or the Receiver thinks fit.

15.   FURTHER ASSURANCE

      The Chargor 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.

16.   NOTICES

16.1  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 or facsimile number as the
      recipient may have notified to the other parties 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 the Chargor and any of
      the Finance Parties in connection with this Deed shall be made through the
      Security Trustee.

                                     - 19 -
<PAGE>

                                                   [Charge Over Deposit Account]

16.2  ADDRESSES

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

      To the Chargor:-

      Name              Asia Netcom Corporation Limited
      Address           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:-

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

      Fax               (852) 2851 9361
      Attention         Ms. Esther Cheng/ Ms. Amy Wong

16.3  LANGUAGE

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

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

17.1  WAIVERS

      No failure or delay on the part of the Security Trustee or any Finance
      Party 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 Finance Party of any power, right or remedy
      preclude any other or further exercise thereof or the exercise of any
      other power, right or remedy.

                                     - 20 -
<PAGE>

                                                   [Charge Over Deposit Account]

17.2  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 if all
            parties hereto 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 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.

17.3  REMEDIES

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

17.4  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.

17.5  ASSIGNMENT

      The Security Trustee may assign its rights under this Deed in accordance
      with the provisions of the Facility Agreement. The Chargor shall not
      assign any of its respective rights hereunder.

17.6  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.

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


18.   GOVERNING LAW AND JURISDICTION

18.1  GOVERNING LAW

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

                                     - 21 -
<PAGE>

                                                   [Charge Over Deposit Account]

18.2  SUBMISSION TO JURISDICTION

      For the benefit of the Security Trustee, the Chargor irrevocably agrees
      that the courts of Hong Kong 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 the Chargor irrevocably submits to the jurisdiction of those courts.

18.3  OTHER JURISDICTIONS

      Nothing in this Clause 17 (Governing Law and Jurisdiction) shall limit the
      right of the Security Trustee to take Proceedings against the Chargor 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.

18.4  WAIVER OF INCONVENIENT FORUM

      The Chargor 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 18 (Governing Law and Jurisdiction) and any claim that any
      such Proceedings have been brought in an inconvenient forum.

18.5  PROCESS AGENT

      The Chargor hereby irrevocably appoints Asia Netcom Asia Pacific
      Commercial Limited of 46th Floor, Cheung Kong Centre, 2 Queen's Road
      Central, Hong Kong to receive, for it and on its behalf, service of
      process in any Proceedings in Hong Kong. Such service shall be deemed
      completed on delivery to the process agent whether or not it is forwarded
      to and received by the Chargor). If for any reason the process agent
      ceases to be able to act as such or not longer has an address in Hong
      Kong, the Chargor irrevocably agrees 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.

18.6  SERVICE

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

18.7  WAIVER OF IMMUNITIES

      To the extent that the Chargor has or hereafter may acquire any immunity
      (sovereign or otherwise) from any legal action, suit or proceeding, from
      jurisdiction of any court of 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, the Chargor hereby irrevocably waives and
      agrees not to plead or claim such immunity in respect of its obligations
      under this Deed.

                                     - 22 -
<PAGE>

                                                   [Charge Over Deposit Account]

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

                                     - 23 -
<PAGE>

                                                   [Charge Over Deposit Account]

                                    SCHEDULE

                               FORM OF NOTICE AND
                       ACKNOWLEDGEMENT OF DEPOSIT ACCOUNT

                                                                          [Date]

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

Dear Sirs,

ACCOUNT NO.[-] (THE "DEPOSIT ACCOUNT")

We hereby give you notice that by a charge over account dated [     ], 2004 (the
"CHARGE", which expression shall include all subsequent amendments and
supplements thereto), we have assigned and charged to Industrial and Commercial
Bank of China (Asia) Limited as security trustee for the Finance Parties (as
defined therein) (the "SECURITY TRUSTEE") the Deposit Account including all
monies which may be at any time be standing to the credit of the Deposit Account
and all other Collateral (as defined in the Charge) and all our right, title,
interest and benefit therein and thereto upon the terms and conditions of the
Charge.

Following an event of default as notified by the Security Trustee, we hereby
authorise and instruct you from time to time, upon receipt of such instructions
from the Security Trustee:-

1.    to pay to the Security Trustee, or as it may direct, any or all monies
      standing to the credit of the Deposit Account in accordance with such
      instructions; and

2.    to disclose to the Security Trustee any information relating to the
      Collateral as the Security Trustee may request.

Following such notice, all rights, powers and discretions of the Chargor in
relation to the Collateral shall be exercisable solely by the Security Trustee
and the instructions and authorisations contained in this letter shall remain in
full force and effect unless and until the Security Trustee gives you notice in
writing to the contrary.

You hereby agree not to claim or exercise any Security Interest in, set-off,
counterclaim or other rights in respect of any of the Collateral.

This letter shall be governed by the laws of Hong Kong.

Please acknowledge your receipt of this notice and confirm that you will pay all
monies as directed by or pursuant to this notice and will comply other
provisions of this notice of charge by signing as indicated.

Yours faithfully,

For and on behalf of
ASIA NETCOM CORPORATION LIMITED

______________________________

                                     - 24 -
<PAGE>

                                                   [Charge Over Deposit Account]

For and on behalf of
INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED
(AS SECURITY TRUSTEE)

________________________________

We acknowledge receipt of the above notice and agree to comply with the terms of
the above notice. We confirm that we have not received any other notice of
charge or assignment or other Security Interest or notice that any other person
claims any rights in respect of any of the Collateral.

Dated ______________

For and on behalf of
INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED

_________________________________

                                     - 25 -
<PAGE>

                                                   [Charge Over Deposit Account]

                                 EXECUTION PAGE

THE CHARGOR

SIGNED, SEALED AND DELIVERED                   )
as a Deed by its duly authorised attorney      )
Tung, Hsiao-Chi                                ) /s/ Tung, Hsiao-Chi
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



THE SECURITY TRUSTEE

SIGNED by                                      )
Wang Yan, Wilson Wan                           ) /s/ Wang Yan     /s/ Wilson Wan
for and on behalf of                           )
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

                                     - 26 -