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                                                                   EXHIBIT 10.38

                                                                  EXECUTION COPY

                         ASIA NETCOM SINGAPORE PTE. LTD.

                                   AS ASSIGNOR

                                       and

           THE INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED
                               AS SECURITY TRUSTEE

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

                        ASSIGNMENT OF BUILDING AGREEMENT

                  DATED                                    2004

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

                                       WTL

                            WONG TAN & MOLLY LIM LLC
                    Advocates & Solicitors * Notaries Public
                             Commissioners for Oaths
                             80 Robinson Road #17-02
                                Singapore 068898
                                 Tel: 6222 8008
                                 Fax: 6222 8001
                              (RP/2004192267IR/ja)
                            (SW/CSJ/NHP/2004192267IR)

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<TABLE>
<CAPTION>
TABLE OF CONTENTS

CONTENTS                                                                         PAGE
<S>                                                                              <C>
1. INTERPRETATION .............................................................    1

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

3. ASSIGNMENT .................................................................    3

4. CONTINUING SECURITY ........................................................    5

5. REPRESENTATIONS AND WARRANTIES .............................................    6

6. UNDERTAKINGS ...............................................................    7

7. CONTINUING OBLIGATIONS .....................................................    9

8. INDEMNITY ..................................................................    9

9. ENFORCEMENT ................................................................   10

10. APPLICATION OF MONEYS .....................................................   10

11. DELEGATION ................................................................   11

12. FURTHER ASSURANCE .........................................................   11

13. POWER OF ATTORNEY .........................................................   11

14. AVOIDANCE OF PAYMENTS .....................................................   12

15. BENEFIT OF ASSIGNMENT .....................................................   12

16. REMEDIES AND WAIVERS ......................................................   12

17. CURRENCY INDEMNITY ........................................................   13

18. PARTIAL INVALIDITY ........................................................   13

19. THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT, CAP 53B ......................   13

20. COMMUNICATIONS ............................................................   13

21. GOVERNING LAW .............................................................   14

SCHEDULE ......................................................................   15

APPENDIX ......................................................................   16
</TABLE>

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This Assignment is made on the  day of    2004 between:

(1)   ASIA NETCOM SINGAPORE PTE. LTD. ("the ASSIGNOR"), a company incorporated
      in Singapore with its registered office 2 Shenton Way #11-01 SGX Centre 1
      Singapore 068804; 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 security 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 and Amendment Deed (the "FACILITY AGREEMENT"), entered into
      by (1) Asia Netcom Corporation 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 Finance
      Parties 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 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 Assignor shall have executed and delivered
      this Deed of Assignment in respect of the Building Agreement.

It is agreed as follows:

1.    INTERPRETATION

1.1   Definitions: In this Assignment, except to the extent that the context
      requires otherwise:

      "ACT" means the Conveyancing and Law of Property Act, Chapter 61;

      "ASSIGNED PROPERTY" means all the assets and property of the Assignor
      assigned under or pursuant to Clause 3.1;

      "BUILDING AGREEMENT" means the building agreement dated 9 May 2002 entered
      into between the Lessor and Assignor pursuant to the Letter of Offer (and
      any reference in this Assignment to the Building Agreement includes the
      Building Agreement as from time to time amended, modified and supplemented
      and any document which amends, modifies or supplements the Building
      Agreement);

      "BUSINESS DAY" means any day (other than a Saturday or Sunday) on which
      commercial banks are generally open for business in Singapore and Hong
      Kong;

      "COMPANIES ACT" means the Companies Act, Chapter 50 of Singapore;

      "DEFAULT RATE" has the meaning assigned thereto in the Facility Agreement;

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      "ESCROW MORTGAGE" means a mortgage executed or to be executed in escrow by
      the Assignor, as mortgagor in favour of the Security Trustee, as
      mortgagee, substantially in the form of the Appendix (or in such other
      form as may be approved by the Security Trustee), as amended, modified and
      supplemented from time to time;

      "EVENT OF DEFAULT" has the meaning assigned thereto in the Facility
      Agreement;

      "FACILITY AGENT" has the meaning assigned thereto in the Facility
      Agreement;

      "INTEREST PAYMENT DATE" has the meaning assigned thereto in the Facility
      Agreement;

      "INTEREST RATE" has the meaning assigned in clause 8.1 of the Facility
      Agreement;

      "LEASE" means a lease of the Property granted or to be granted by the
      Lessor to the Assignor on the terms and subject to the conditions set out
      in the Building Agreement (and any reference in this Assignment to the
      Lease includes the Lease as from time to time amended, modified or
      supplemented and any document which amends, modifies or supplements the
      Lease);

      "LENDERS" has the meaning assigned thereto in the Facility Agreement;

      "LESSOR" means Jurong Town Corporation and its successors in title and
      assigns;

      "LETTER OF OFFER" means the Letter of Offer dated 5 March 2001 from the
      Lessor to the Assignor (under its former name of Asia Global Crossing
      (Singapore) Pte Ltd) and accepted by the Assignor and the agreement
      between the Lessor and the Assignor pursuant to the Assignor's acceptance
      of the Letter of Offer and containing the Lessor's agreement to enter into
      the Building Agreement and to grant to the Assignor the Lease (and any
      reference in this Agreement to the Letter of Offer includes the Letter of
      Offer as from time amended, modified and supplemented and any document
      which amends, modifies or supplements the Letter of Offer);

      "PARTIES" means the parties to this Assignment;

      "PERMITTED SECURITY INTEREST" means any Security Interest permitted by
      clause 16.16(a) of the Facility Agreement;

      "PERSON" shall mean any individual, firm, corporation, partnership, trust,
      incorporated or unincorporated association, joint venture, joint stock
      company, limited liability company, any governmental authority or other
      entity of any kind, and shall include any successor (by merger or
      otherwise) of such entity;

      "PROPERTY" means the property described in the Schedule;

      "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 the
      Finance Parties or any of them under or pursuant to the Finance Documents
      and/or all other obligations hereby secured;

      "SECURITY INTEREST" has the meaning assigned thereto in the Facility
      Agreement;

      "SECURITY TRUSTEE" includes its successors and assigns.

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1.2   THIS ASSIGNMENT: Except to the extent that the context otherwise requires
      any reference to "this Assignment" includes this Assignment as amended,
      modified or supplemented from time to time and shall include any document
      which is supplemental to or is expressed to be collateral herewith, or is
      entered into pursuant to or in accordance with the terms.

1.3   CONSTRUCTION

      In this Deed, unless the context otherwise requires:-

      (a)   Clauses 1.1, 1.2 and 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 "BORROWER", the "ASSIGNOR", any "SECURITY PARTY",
            the "SECURITY TRUSTEE" or any "FINANCE PARTY", and any other person
            include, where the context permits, include their respective
            successors and transferees and permitted assigns in accordance with
            their respective interests.

2.    COVENANT TO PAY

2.1   The Assignor hereby covenants that it will pay and discharge:

      2.1.1 all amounts, interests, expenses, claims, liabilities, losses,
            costs, duties, fees, charges or other moneys as are stated in this
            Assignment to be payable by the Assignor to be recoverable from the
            Assignor by the Security Trustee at the times and in the manner
            specified in this Agreement; and

      2.1.2 interest on any such amounts, interests, expenses, claims,
            liabilities, losses, costs, duties, fees, charges or other moneys
            referred to in Clause 2.1.1 from the date on which the relevant
            amount, interest, expense, claim, liability, loss, cost, duty, fee,
            charge or other money is paid or discharged by the Security Trustee
            until the date of reimbursement thereof to the Security Trustee
            (both before and after any relevant judgment) at the Interest Rate
            or, if an Event of Default has occurred, at the Default Rate, such
            interest to be calculated on the basis of a 360 day year and the
            actual number of days elapsed. Accrued interest on all amounts
            outstanding hereunder shall be payable in arrears on the Interest
            Payment Date for the calendar month immediately preceding such
            Interest Payment Date; provided however, that if an Event Default
            has occurred, any such interest shall be payable on demand of the
            Security Trustee and to be payable on demand.

3.    ASSIGNMENT

3.1   ASSIGNMENT: In consideration of the Security Trustee agreeing, at the
      request of the Assignor and the Borrower, upon and subject to the terms of
      the Facility Agreement, to make available to the Borrower a term loan
      facility of up to US$150,000,000.00 for the purposes more particularly
      specified therein and as a continuing security for the Secured
      Obligations, the Assignor as beneficial owner hereby assigns and agrees to
      assign absolutely to the Security Trustee, free for all Security
      Interests:

      3.1.1 all the present and future rights, title, interest, benefits,
            advantages, permits, licences and remedies which the Assignor has
            in, under or arising out of the Building Agreement and the
            Assignor's rights to the issue of the Lease whether pursuant to the
            Building Agreement or otherwise;

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            3.1.2 all the present and future estate, right, title and interest
                  of the Assignor in and to the Property.

            PROVIDED ALWAYS that such assignment shall be subject to the
            provisions of the Building Agreement and the Lease and the claims of
            the Lessor thereunder.

      3.2   UNDERTAKINGS: The Assignor hereby undertakes to the Security Trustee
            that:

            3.2.1 PAYMENTS: the Assignor shall pay all sums of money and other
                  charges or payments as and when the same are due under the
                  Building Agreement and shall make all such payments and do all
                  such acts as may be required to obtain the grant to it of the
                  Lease or other document of title relating to the Property, and
                  produce to the Security Trustee as and when required the
                  issued receipts for all such payments and further the Assignor
                  shall observe and perform all the covenants, undertakings,
                  stipulations, terms and conditions therein contained and shall
                  save harmless and indemnify the Security Trustee in full
                  against all actions, proceedings, claims, demands, losses,
                  fees, expenses, damages, costs, liabilities and penalties
                  whatsoever in relation thereto;

            3.2.2 LEASE: as soon as the Lease or other documents of title
                  relating to the Assigned Property shall have been issued and,
                  if required, the transfer relating thereto executed, the
                  Assignor shall forthwith cause the same to be delivered to the
                  Security Trustee and shall make all such payments and do all
                  such acts as shall enable the Escrow Mortgage referred to in
                  Clauses 3.3 and 3.4 to be completed and perfected;

            3.2.3 AUTHORITY OF SECURITY TRUSTEE: if the Assignor shall neglect
                  or refuse to comply in any way with the provisions of Clauses
                  3.2.1 and 3.2.2, it shall be lawful for the Security Trustee
                  in the name of the Assignor or otherwise to demand and receive
                  the Building Agreement, the Lease or other documents of title
                  relating to the Property from the Lessor and to make such
                  payments and do such acts as shall enable the Escrow Mortgage
                  referred to in Clauses 3.3 and 3.4 to be completed and
                  perfected; and

            3.2.4 NOTICES AND COMMUNICATIONS: the Assignor shall keep the
                  Security Trustee informed of any notice or communication
                  relating to the Building Agreement, the Lease and the Property
                  which may reasonably be deemed to affect the rights of the
                  Security Trustee to the Assigned Property as and when the
                  Assignor receives the same.

      3.3   ESCROW MORTGAGE: Contemporaneous with the execution of this
            Assignment the Assignor shall execute and deliver to the Security
            Trustee the Escrow Mortgage with the intent that, upon the delivery
            by the Lessor to the Assignor of the Lease or other documents of
            title relating to the Property, the Escrow Mortgage shall be
            registered and take effect as a first legal mortgage over the
            Property if, on the date of such delivery of the Lease or other
            documents of title relating to the Property, any sum remains payable
            by the Assignor, whether actually or contingently, under or in
            connection with any of the Facility Agreement, this Assignment or
            such other Finance Documents.

      3.4   PERFECTION OF ESCROW MORTGAGE: the Assignor undertakes to do all
            such acts as shall enable the Escrow Mortgage to be completed and
            perfected and further undertakes that in the event that following
            the issue of the Lease the Escrow Mortgage is not acceptable for
            registration under applicable law, the Assignor shall at its own
            cost and at the request of the Security Trustee, either (1) vary or
            amend the Escrow Mortgage so that the Escrow Mortgage, so varied or
            amended, may be acceptable for registration under applicable law, or
            (2) execute and deliver to the Security Trustee a fresh registrable
            legal mortgage over the Property in favour of the Security Trustee
            in substitution for the Escrow Mortgage in such form as may

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            be acceptable for registration under applicable law, and containing
            substantially the terms and conditions contained in the Escrow
            Mortgage.

      3.5   TERMS OF ESCROW MORTGAGE: it is hereby expressly agreed and declared
            that notwithstanding that the Escrow Mortgage is inoperative as a
            legal mortgage of the Property pending the issue of the Lease or
            other documents of title relating to the Property and registration
            of the Escrow Mortgage, all the covenants, undertakings,
            stipulations, terms and conditions as contained and referred to in
            the Escrow Mortgage shall be deemed to have full force and effect as
            if they were contained and referred to in this Assignment with the
            intent that the Escrow Mortgage and this Assignment shall be read as
            one document, and the Assignor hereby covenants to perform and
            observe all such covenants, undertakings, stipulations, terms and
            conditions contained and referred to in the Escrow Mortgage.

      4.    CONTINUING SECURITY

      4.1   CONTINUING OBLIGATIONS: The security created by this Assignment
            shall constitute and be a continuing security for the payment and
            discharge of the Secured Obligations notwithstanding any
            intermediate payment or satisfaction of any part of the Secured
            Obligations, and shall be in addition to and shall not in any way
            prejudiced or affected by any of the Finance Documents.

      4.2   UNCONDITIONALITY OF SECURITY: Neither the Secured Obligations nor
            the security created by this Assignment shall be discharged or
            affected by (i) any time, indulgence, concession, waiver or consent
            at any time given to the Assignor, the Borrower, any other Security
            Party or any other person, (ii) any amendment, modification or
            supplement to the Building Agreement, this Assignment, the Facility
            Agreement, any Finance Document, or any other agreement, document or
            security, guarantee, indemnity, right, remedy or lien, (iii) the
            making or absence of any demand on the Assignor, the Borrower, any
            Security Party or any other person for payment, (iv) the enforcement
            or absence of enforcement of any of the Facility Agreement, this
            Assignment, any Finance Document, or any other agreement, security,
            guarantee, indemnity, right, remedy or lien, (v) the taking,
            variation, compromise, renewal or release of or refusal or neglect
            to perfect or enforce any rights, remedies or securities against the
            Assignor, the Borrower or any Security Party or any other person,
            (vi) the insolvency, winding-up, amalgamation, reconstruction or
            reorganisation of the Assignor, the Borrower, any Security Party or
            any other person (or the commencement of any of the foregoing), or
            (vii) the illegality, invalidity or unenforceability of or any
            defect in any provision of any of the Building Agreement, the
            Facility Agreement, any Finance Document, this Assignment or any
            other agreement, security, guarantee, indemnity, right, remedy or
            lien or any of the obligations of any of the parties thereunder.

      4.3   CONTINUING/OPENING OF ACCOUNTS: In the event of the commencement of
            the winding up of the Assignor or the Borrower or of this Assignment
            ceasing for any reason to be binding on the Assignor or the Borrower
            or if the Security Trustee shall at any time receive notice (either
            actual or otherwise) of any subsequent or other Security Interest or
            other like interest, matter, event or transaction affecting the
            Assigned Property or any part of it, the Security Trustee may on
            receiving such notice forthwith open a new or separate account or
            separate accounts for the Assignor and/or the Borrower in its books
            either alone or jointly with any other person or party. If the
            Security Trustee does not in fact open such new or separate account
            or accounts for the Assignor and/or the Borrower either alone or
            jointly with any other person or party, the Security Trustee shall
            nevertheless be deemed to have done so at the time when the Security
            Trustee received or was deemed to have received such notice (the
            "time of notice") and as from and after the time of notice, all
            payments in account made by or on behalf of the Assignor and/or the
            Borrower to the Security Trustee shall (notwithstanding any legal or
            equitable rule of presumption to the contrary) be placed or deemed
            to have been placed to the

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            credit of the new or separate account or accounts so opened or
            deemed to have been opened as aforesaid and shall not go in
            reduction of any part of the Secured Obligations at the time of
            notice. Nothing contained in this Clause 4.3 shall prejudice the
            security which the Security Trustee otherwise would have had under
            this Assignment for the payment of the moneys costs charges and
            expenses secured or intended to be secured by this Assignment
            notwithstanding that the same may become due or owing or be incurred
            after the time of notice.

      4.4   SUSPENSE ACCOUNT: All moneys received, recovered or realised by the
            Security Trustee under this Assignment (including, without
            limitation, the proceeds of any conversion of currency) may at the
            discretion of the Security Trustee be credited to any suspense or
            impersonal account and may be held in such account for so long as
            the Security Trustee may think fit (without liability to pay
            interest thereon) pending their application from time to time (as
            the Security Trustee shall be entitled to do its discretion) in or
            towards the discharge of any part of the Secured Obligations;
            provided, however, that if the Security Trustee does not apply any
            such amounts to the discharge of the Secured Obligations, the
            Security Trustee shall be deemed to have waived its right to receive
            interest at the Default Rate otherwise payable on the portion of the
            Secured Obligations that could otherwise be discharged by virtue of
            such application.

      4.5   NO RIGHT OF INDEMNITY: During the continuance of this Assignment:

            4.5.1 the Assignor shall not have any right to be indemnified by the
                  Borrower or to take the benefit of or to enforce any Security
                  Interest in respect of all or any part of the Secured
                  Obligations;

            4.5.2 any right or proof of the Assignor in the winding up of the
                  Borrower in respect of any indebtedness whatsoever shall be
                  exercised and enforced by it only in such manner and on such
                  terms as the Security Trustee may require; and

            4.5.3 any amount received or recovered by the Assignor as a result
                  of any exercise by it of any such right shall be immediately
                  paid to the Security Trustee.

      5.    REPRESENTATIONS AND WARRANTIES

      5.1   BY ASSIGNOR: The Assignor represents and warrants to and for the
            benefit of the Security Trustee as follows:

            5.1.1 INCORPORATION: it is a company duly incorporated and validly
                  existing under the laws of Singapore;

            5.1.2 POWERS: it has all requisite power and authority, corporate or
                  otherwise, to (i) engage in the business in which it currently
                  engages and proposes to engage, (ii) to own the Assigned
                  Property and (iii) execute, deliver and perform all of its
                  obligations under this Assignment and to consummate the
                  transactions contemplated hereby (including the creation of
                  the security to be created by this Assignment);

            5.1.3 AUTHORISATION AND CONSENTS: no consent of any other Person,
                  and no consent, licence, permit, approval or authorisation of,
                  exemption by, or registration, filing or declaration with, any
                  governmental authority is required to be obtained or made in
                  connection with the execution, delivery, performance, validity
                  or enforceability of this Assignment, other than those which
                  have been obtained or made and remain in full force and
                  effect, the stamping of this Assignment and any filing in
                  relation thereto in the Accounting and Corporate Regulatory
                  Authority and those that the

                                       6
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                  failure of which to obtain, will not have a material adverse
                  effect on the ability of the Assignor to perform its
                  obligations under this Assignment;

         5.1.4    OBLIGATIONS BINDING: this Assignment has been executed and
                  delivered by a duly authorised officer of the Assignor, and
                  constitutes the legal, valid and binding obligations of the
                  Assignor enforceable against the Assignor in accordance with
                  its terms except as enforceability may be limited by
                  applicable bankruptcy, insolvency, reorganisation, moratorium
                  or similar laws affecting the enforcement of creditors' rights
                  only and by general equitable principles;

         5.1.5    NON VIOLATION OF LAWS, ETC: the entry into and performance of
                  this Assignment and the transactions contemplated by this
                  Assignment 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 Assignor, or (iii) a material breach of any
                  agreement or document to which the Assignor 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;

         5.1.6    LITIGATION: no litigation, arbitration or administrative
                  proceeding is currently taking place or pending or, to the
                  knowledge of the officers of that Assignor, threatened against
                  the Assignor 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 Assignment;

         5.1.7    BUILDING AGREEMENT: the Building Agreement constitutes valid,
                  binding and enforceable obligations of the Assignor, are in
                  full force and effect and have not been varied or modified in
                  any respect from the form in which they were entered into, or
                  cancelled, and neither it nor, to the best of the Assignor's
                  knowledge, the Lessor, is in default thereunder or has
                  asserted or threatened to assert any right of termination or
                  repudiation thereof or any right of re-entry; and

         5.1.8    OWNERSHIP: it is the sole and beneficial owner of the Assigned
                  Property free from any Security Interest (other than those
                  created by this Assignment and permitted under the terms of
                  the Facility Agreement).

      6.    UNDERTAKINGS

      6.1   The Assignor hereby undertakes to the Security Trustee that:

         6.1.1    DISPOSITION: it will not, (and will not agree, conditionally
                  or unconditionally, to) sell assign, transfer or otherwise
                  dispose of, or create (or agree, conditionally or
                  unconditionally, to create) or have outstanding any Security
                  Interest on or over any part of the Assigned Property or any
                  interest in the Assigned Property, except for the security
                  created by this Assignment and Permitted Security Interest;

         6.1.2    IMPAIRMENT OF SECURITY: it will not take or omit to take any
                  action the taking or omission of which will result in any
                  alteration or impairment of this Assignment or of any of the
                  rights created under this Assignment;

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         6.1.3    ESCROW MORTGAGE: it will promptly upon the grant of the Lease
                  or other documents of title relating to the Property, deliver
                  the documents of title to the Security Trustee and will
                  complete and perfect the Escrow Mortgage;

         6.1.4    PERFORMANCE: it will take all commercially reasonable steps
                  necessary or reasonably advisable to secure the due
                  performance by the Lessor of its obligations under the
                  Building Agreement;

         6.1.5    BUILDING AGREEMENT: (1) it will promptly and diligently
                  perform and comply with the obligations on its part contained
                  in the Building Agreement, remedy any breach of its
                  obligations under the Building Agreement, notify the Security
                  Trustee of any breach of or default of which it has knowledge
                  under the Building Agreement and institute and prosecute all
                  such proceedings as may be necessary or reasonably advisable
                  to preserve or protect its interests and the interests of the
                  Security Trustee in the Building Agreement, and (2) it will at
                  its own cost and expense use commercially reasonable efforts
                  to obtain the grant to it of the Lease pursuant to the
                  Building Agreement and will promptly upon the grant of the
                  Lease, notify the Security Trustee of such grant;

         6.1.6    VARIATION: it will not, except with the prior consent in
                  writing of the Security Trustee, make or agree to any
                  amendment, modification or variation of the Building
                  Agreement, agree to any extension of time or period for any
                  matter in the Building Agreement, release the Lessor from any
                  of its obligations under the Building Agreement, exercise any
                  rights or powers of termination under the Building Agreement
                  or waive any breach of the Building Agreement;

         6.1.7    FRUSTRATION: it will not make or agree to any claim that the
                  Building Agreement is frustrated or invalid;

         6.1.8    EXERCISE: it will at no time exercise any right or power
                  conferred on it by the Building Agreement in any manner which
                  is in the reasonable opinion of the Security Trustee adverse
                  to the interests of the Security Trustee under this
                  Assignment;

         6.1.9    ENFORCEMENT OF RIGHTS: it will do or permit to be done each
                  and every act or thing which the Security Trustee may from
                  time to time reasonably require to be done for the purpose of
                  enforcing the rights of the Security Trustee under the
                  Building Agreement and this Assignment and will allow its name
                  to be used as and when required by the Security Trustee for
                  that purpose;

         6.1.10   RENDERING BUILDING AGREEMENT VOID: it will not do, or omit to
                  do, or permit to be done, anything which will render the
                  Building Agreement to be or become, in any respect, invalid,
                  void or voidable;

         6.1.11   ASSIGNMENT OF BUILDING AGREEMENT: as soon as the Building
                  Agreement shall have been made between the Lessor and the
                  Security Trustee and, if so required by the Security Trustee,
                  deliver to the Security Trustee an assignment in substantially
                  the same form as this Assignment as agreed by the Security
                  Trustee and/or such further instruments or documents, and do
                  such act or thing as the Security Trustee may require or which
                  is required by law, for the purpose of perfecting the security
                  created or intended to be created by this Assignment over the
                  Property and for obtaining the full benefit of this Assignment
                  and the rights and powers hereby granted.

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<PAGE>

      7.    CONTINUING OBLIGATIONS

      7.1   ASSIGNOR'S OBLIGATIONS: It is further agreed and declared by the
            Assignor that notwithstanding this Assignment:

            7.1.1 NO OBLIGATION: the Security Trustee shall not be obliged to
                  enforce any rights and benefits hereby assigned to it or to
                  which it may at any time be entitled under this Assignment;

            7.1.2 ASSIGNOR TO REMAIN LIABLE: the Assignor shall remain liable
                  under the Building Agreement to perform all the conditions and
                  obligations provided in the Building Agreement to be observed
                  and performed by it and neither this Assignment nor the
                  receipt by the Security Trustee of any payment pursuant hereto
                  shall cause the Security Trustee to be under any obligation or
                  liability under the Building Agreement or for the performance
                  or observance of any of the representations, warranties,
                  conditions, covenants, agreements or other terms of the
                  Building Agreement; and

            7.1.3 CONTRACTING PARTY: the Lessor shall continue to give or
                  receive instructions to or from the Security Trustee and in
                  all other respects deal with and look to the Security Trustee
                  as its contracting party until the Security Trustee shall
                  notify the Lessor of the occurrence and continuation of an
                  Event of Default.

      7.2   RIGHTS OF SECURITY TRUSTEE: At any time after the occurrence and
            continuation of an Event of Default and subject to the terms of the
            Facility Agreement, the Security Trustee shall be entitled either in
            its own name or as agent for the Assignor;

            7.2.1 PERFORMANCE: to perform and enforce the Building Agreement;

            7.2.2 AMENDMENT: to agree to the amendment, variation, termination
                  or repudiation of the Building Agreement and/or the Lease;

            7.2.3 DISPOSAL: to sell, assign, transfer or otherwise dispose of
                  the Assigned Property or of any interest therein or of any
                  property, assets or rights received thereunder or pursuant
                  thereto;

            7.2.4 DEALING: in all other respects to exercise the Assignor's
                  rights under the Building Agreement as if it were the
                  contracting party thereto; and

            7.2.5 POWERS AS SECURITY TRUSTEE: otherwise to put into force and
                  effect all rights, powers and remedies available to it at law
                  or otherwise as assignee of the Building Agreement.

      8.    INDEMNITY

      8.1   The Assignor agrees (i) to pay, indemnify, and hold harmless the
            Security Trustee on demand from, any and all stamp, excise,
            withholding, documentary and other like duties and taxes and all
            recording and filing fees (collectively, "Taxes and Fees") and any
            and all liabilities with respect to, or resulting from any delay or
            omission on the part of the Assignor to pay Taxes and Fees which may
            be payable or determined to be payable in connection with the
            execution and delivery of, or consummation of any of the
            transactions contemplated by, or any amendment, supplement or
            modification of, or any waiver or consent under or in respect of,
            this Assignment, and (ii) to, on demand, pay, indemnify, and hold
            the Security Trustee and its Affiliates, officers, directors,
            employees, agents, attorneys, successors and assigns, harmless from
            and against any and all other liabilities, obligations, losses,
            damages, penalties, actions,

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            judgments, suits, costs, expenses or disbursements of any kind or
            nature whatsoever (including, without limitation, reasonable
            attorneys' fees and expenses) with respect to (i) negotiation,
            preparation, execution, delivery, consummation, enforcement,
            performance and administration of this Assignment and any amendment,
            supplement or modification to, or extension of this Assignment
            (whether or not the same is actually implemented, completed or
            granted, as the case may be) and any other documents prepared in
            connection herewith and (ii) the enforcement or preservation of any
            of the Security Trustee's rights under the Assignment (all of the
            foregoing, collectively, the "Indemnified Liabilities"); provided,
            that the Assignor shall have no obligation hereunder with respect to
            Indemnified Liabilities directly arising from the gross negligence
            or willful misconduct of the Security Trustee.

      8.2   If the Security Trustee expends any moneys reimbursable by Assignor
            by reason of Section 8.1 or any other provision of this Assignment,
            all moneys so expended by the Security Trustee shall on demand be
            repaid by the Assignor to the Security Trustee in the currency in
            which such moneys were expended together with interest thereon from
            the date such moneys were expended until the date of reimbursement
            thereof to the Security Trustee (whether before or after judgment)
            at the Interest Rate or, if an Event of Default has occurred, at the
            Default Rate, such interest to be calculated on the basis of a 360
            day year and the actual number of days elapsed. Accrued interest on
            all amounts hereunder shall be payable in arrears on the Interest
            Payment Date for the calendar month immediately preceding such
            Interest Payment Date; provided, however, that if an Event of
            Default has occurred, any such interest shall be payable on demand
            to the Security Trustee.

      9.    ENFORCEMENT

      9.1   SECTION 21: Section 21 of the Act shall not apply to this
            Assignment;

      9.2   POWER OF SALE: the Security Trustee may exercise the power of sale
            conferred on mortgagees by the Act (as varied and extended by this
            Assignment) free from the restrictions imposed by Section 25
            thereof. The security created by this Assignment shall become
            immediately enforceable and the power of sale and all other powers
            conferred by the Act and/or this Assignment shall arise and may be
            immediately exercised by the Security Trustee at any time after the
            occurrence and continuation of an Event of Default.

      9.3   STATUTORY POWERS: the powers conferred by this Assignment in
            relation to the Assigned Property or any part thereof on the
            Security Trustee shall be addition to and not in substitution for
            the powers conferred on mortgagees under the Act, which shall apply
            to the security created by this Assignment 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 Assignment as aforesaid or where the powers or protections
            in this Assignment are more extensive or less restricted than those
            provided by the Act, then the terms of this Assignment shall prevail
            to the extent permitted by law.

      10.   APPLICATION OF MONEYS

      10.1  Any moneys received by the Security Trustee under or pursuant to
            this Assignment and/or the powers conferred by this Assignment shall
            be applied by it in the following manner and order:

            10.1.1 first, in or towards payment of any costs, charges and
                   expenses reasonably incurred by the Security Trustee in
                   exercising the powers specified in this Assignment or as
                   otherwise referred to herein:

            10.1.2 secondly, in or towards payment of the Secured Obligations;
                   and

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<PAGE>

            10.1.3 thirdly, in payment of any surplus to the Assignor or any
                   other person lawfully entitled thereto.

      11.   DELEGATION

            The Security Trustee, at any time and from time to time, may
            delegate by power of attorney or in any other manner to such person
            or persons as the Security Trustee may select in its reasonable
            commercial judgment, all or any of the powers, authorities and
            discretions which are for the time being exercisable by the Security
            Trustee under this Assignment in relation to the Assigned Property
            or any part thereof. Any such delegation may be made upon such terms
            and be subject to such regulations between the Security Trustee and
            its delegate as the Security Trustee may think fit. The Security
            Trustee shall not be in any way liable or responsible to the
            Assignor for any loss or damage arising from any act, default,
            omission or misconduct on the part of any such delegate, provided
            the Security Trustee has acted reasonably in its selection of such
            delegate.

      12.   FURTHER ASSURANCE

            The Assignor shall at its own expense execute and do all such
            assurances, acts and things as the Security Trustee may reasonably
            deem necessary or advisable for perfecting or protecting the
            security over the Assigned Property or any part thereof or for
            facilitating the realisation of the Assigned Property and the
            exercise of all powers, authorities and discretions vested in the
            Security Trustee or in any such delegate as aforesaid and shall in
            particular execute all transfers, conveyances, assignments and
            assurances relating to the Assigned Property (whether to the
            Security Trustee or to its nominees) and give all notices, orders
            and directions which the Security Trustee may in its reasonable
            opinion think expedient.

      13.   POWER OF ATTORNEY

      13.1  POWERS: the Assignor hereby by way of security irrevocably appoints
            the Security Trustee and every such delegate or sub-delegate as
            aforesaid to be its attorney and on its behalf and in its name or
            otherwise, and with full power of substitution, to execute and do
            all or any of the following acts, things or deeds:

            13.1.1 DELIVERY OF LEASE: from and after the occurrence and
                   continuation of an Event of Default, to take delivery of the
                   Lease or other documents of title relating to the Property
                   from the Lessor and execute and accept the Lease or other
                   documents of title relating to the Property on such terms
                   and subject to such conditions as the Security Trustee may
                   accept;

            13.1.2 DOCUMENTS OF TITLE: to execute the Lease with the Lessor and
                   accept and take delivery of the Certificates of Title or
                   other documents of title relating to the Property on such
                   terms and subject to such conditions as the Security Trustee
                   may accept; provided that, until the occurrence of an Event
                   of Default, the Security Trustee will execute and do the
                   aforesaid in the name of the Assignor;

            13.1.3 PERFECTION OF ESCROW MORTGAGE: to execute, deliver and
                   otherwise complete and perfect the Escrow Mortgage as a legal
                   mortgage of the Property in favour of the Security Trustee
                   and to register the Escrow Mortgage with the relevant
                   authority;

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<PAGE>

            13.1.4 OTHER ASSURANCES: to execute and do all such other
                   assurances, acts and things required of the Assignor pursuant
                   to this Assignment;

            13.1.5 GENERAL: (i) to execute (whether by seal or otherwise) and do
                   all such other assurances, acts and things which may be
                   required for the full exercise of all or any of the powers
                   conferred or which may be deemed proper on or in connection
                   with any of the purposes aforesaid.

      13.2  RATIFICATION: the Assignor declares that such power of attorney has
            been given for valuable consideration and shall remain irrevocable
            for as long as any part of the Secured Obligations remain
            outstanding. The Security Trustee hereby ratifies and confirms and
            agrees to ratify and confirm whatever any such attorney as is
            mentioned in Clause 13.1 shall do or purport to do in the exercise
            or purported exercise of all or any of the powers, authorities and
            discretion referred to in Clause 13.1. In relation to the power
            referred to herein, the exercise by the Security Trustee of such
            power shall be conclusive evidence of its right to exercise the
            same.

      14.   AVOIDANCE OF PAYMENTS

            No assurance, security, guarantee or payment which may be avoided
            under any law relating to the bankruptcy, insolvency or winding up,
            and no release, settlement or discharge given or made by the
            Security Trustee on the faith of any such assurance, security,
            guarantee or payment, shall prejudice or affect the right of the
            Security Trustee to enforce the security created by this Assignment
            in respect of the full extent of the moneys hereby secured. Any such
            release, settlement or discharge shall be deemed to be made subject
            to the condition that it will be void if any payment or security
            which the Security Trustee may previously have received or may
            thereafter receive from any person in respect of the Secured
            Obligations is set aside under any applicable law or proves to have
            been for any reason invalid.

      15.   BENEFIT OF ASSIGNMENT

            This Assignment shall be binding upon and enure to the benefit of
            each party hereto and its successors and permitted assigns (as
            provided in this Clause 15). The Assignor may not assign or transfer
            all or any of its rights, benefits and/or obligations under this
            Assignment. The Security Trustee may assign or transfer all or any
            of its rights, benefits and/or obligations under this Assignment.

      16.   REMEDIES AND WAIVERS

      16.1  The Security Trustee may in its discretion grant time or other
            indulgence, or make any other arrangement, variation or release
            with, any person or persons whether or not a party hereto (whether
            or not such person or persons are jointly liable with the Assignor)
            in respect of any part of the Secured Obligations or any other
            security therefor, or guarantee in respect thereof without prejudice
            either to the security constituted by or pursuant to this Assignment
            or to the liability of the Assignor for the Secured Obligations or
            the exercise by the Security Trustee of any rights, remedies and
            privileges conferred upon by this Assignment.

                                       12
<PAGE>

      16.2  The rights, powers and remedies provided in this Assignment are
            cumulative and are not, nor are they to be construed as, exclusive
            of any rights, powers or remedies provided by law.

      16.3  No failure on the part of the Security Trustee to exercise or delay
            on its part in exercising, any of the rights, powers and remedies
            provided by this Assignment or by law shall operate as a waiver
            thereof, nor shall any single or partial exercise of any such
            rights, powers or remedies preclude any further or other exercise of
            the Security Trustee's rights, powers or remedies concerned or the
            exercise of any other rights, powers or remedies.

      17.   CURRENCY INDEMNITY

            If, under any applicable law or regulation, and whether pursuant to
            a judgment being made or registered against the Assignor or the
            bankruptcy or liquidation of the Assignor or for any other reason
            any payment under or in connection with this Assignment is made or
            fails to be satisfied in a currency (the "PAYMENT CURRENCY") other
            than the currency in which such payment is due under or in
            connection with this Assignment (the "CONTRACTUAL CURRENCY"), then
            to the extent that the amount of such payment actually received by
            the Security Trustee when converted into the Contractual Currency at
            the rate of exchange, falls short of the amount due under or in
            connection with this Assignment, the Assignor, as a separate and
            independent obligation, shall indemnify and hold harmless the
            Security Trustee against the amount of such shortfall. For the
            purposes of this Clause 17, "RATE OF EXCHANGE" means the rate at
            which the Security Trustee is able on or about the date of such
            payment to purchase the Contractual Currency with the Payment
            Currency and shall take into account any premium and other costs of
            exchange with respect thereto.

      18.   PARTIAL INVALIDITY

            The illegality, invalidity or unenforceability of any provision of
            this Assignment under the law of any jurisdiction shall not affect
            its legality, validity or enforceability under the law of any other
            jurisdiction nor the legality, validity or enforceability of any
            other provision.

      19.   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 Assignment and any person who is not
            a party to this Assignment (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
            Assignment) shall have no right whatsoever under the Contracts
            (Rights of Third Parties) Act 53B to enforce this Assignment or any
            of its terms.

      20.   COMMUNICATIONS

      20.1  All notices, consents, requests and demands to or upon the Parties
            to be effective shall be in writing in the English language and,
            unless otherwise expressly provided herein, shall be deemed to have
            been duly given or made when delivered by hand, or five (5) Business
            Days after being deposited in the mail, certified mail, return
            receipt requested, postage prepaid, or, in the case of facsimile
            notice, when sent and receipt has been confirmed, addressed as set
            forth to the Party or Parties on the signature page hereof (or to
            such other address as may be hereafter notified by the Parties).

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<PAGE>

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

             To the Assignor:

             Name : Asia Netcom (Singapore) Pte Ltd
             Address : 2 Shenton Way
                       #11-01 SGX Centre 1
                       Singapore 068804

             Fax :(65) 6233 6325
             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 : 2851 9361
             Attention : Ms Esther Cheng/Ms Amy Wong

      21.   GOVERNING LAW

      21.1  This Assignment is governed by, and construed in accordance with,
            the laws of Singapore.

      21.2  For the benefit of the Security Trustee, the parties irrevocably
            agree that the courts of Singapore are to have jurisdiction to
            settle any disputes which may arise out of or in connection with
            this Assignment and that, accordingly, any legal action or
            proceedings arising out of or in connection with this Assignment
            ("Proceedings") may be brought in those courts and the Assignor
            irrevocably submits to the jurisdiction of those courts.

      21.3  Nothing in this Clause shall limit the right of the Security Trustee
            to take Proceedings against the Assignor 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.

      21.4  The Assignor 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 and any claim that any such Proceedings
            have been brought in an inconvenient forum.

                                       14
<PAGE>

                                    SCHEDULE

                                    PROPERTY

All that piece of land known as Private Lot A20789 at Changi North Crescent
Singapore, forming part Government Survey Lot 3754C of Mukim 31, estimated to
contain an area of 5,312 square metres, more or less subject to survey, and more
particularly shown on the plan attached to the Letter of Offer and the Building
Agreement.

                                       15
<PAGE>

                                    APPENDIX

                                FORM OF MORTGAGE

                                       16
<PAGE>

In witness whereof this Assignment has been entered into on the date stated at
the beginning of this Assignment.

THE ASSIGNOR

SIGNED, SEALED AND DELIVERED          )
as a Deed by its 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



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          )

                                       17