EXHIBIT 4.18
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                            DATED 30TH NOVEMBER, 2004



                ASIA SATELLITE TELECOMMUNICATIONS COMPANY LIMITED


                                       AND


                             MACAU CABLE TV, LIMITED


                                       AND


                     PACIFIC SATELLITE INTERNATIONAL LIMITED




                 _______________________________________________

                             SHAREHOLDERS AGREEMENT

                     RELATING TO SKYWAVE TV COMPANY LIMITED

                 _______________________________________________





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                                TABLE OF CONTENTS


1.    INTERPRETATION...........................................................2

2.    BUSINESS OF THE COMPANY/SHAREHOLDER CONTRIBUTIONS........................3

3.    CORPORATE GOVERNANCE.....................................................6

4.    MAJOR ISSUES.............................................................7

5.    PROMOTION OF THE COMPANY'S BUSINESS.....................................10

6.    CONFIDENTIALITY.........................................................10

7.    SHARE TRANSFERS.........................................................11

8.    FINANCING...............................................................14

9.    INITIAL PUBLIC OFFERING.................................................16

10.   TERMINATION AND FIRST RIGHT OF REFUSAL..................................16

11.   GENERAL.................................................................17

12.   REPRESENTATIONS AND WARRANTIES..........................................19

13.   ANNOUNCEMENTS...........................................................20

14.   NOTICES AND MISCELLANEOUS...............................................20

15.   LAW AND SETTLEMENT OF DISPUTE...........................................22

16.   EXHIBIT A - DEED OF ADHERENCE


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THIS AGREEMENT is made this 30th day of November, 2004

BETWEEN:

(1)      ASIA SATELLITE TELECOMMUNICATIONS COMPANY LIMITED ("AsiaSat"), a
         company incorporated in Hong Kong having a place of business at 23rd
         Floor, East Exchange Tower, 38 Leighton Road, Causeway Bay, Hong Kong,
         telephone number (852) 2500 0888, facsimile number (852) 2576 4111;

(2)      MACAU CABLE TV, LIMITED ("MCTV"), a company with its principal office
         at Alameda Dr. Carlos D' Assumpcao N411-417, Edificio Dynasty Plaza, 21
         Andar, Macau, telephone number (853) 781812, facsimile number (853)
         781821; and

(3)      PACIFIC SATELLITE INTERNATIONAL LIMITED ("PSIL"), a company
         incorporated in the Hong Kong SAR ("HONG KONG") with its registered
         office at Room 1101, China Merchants Tower, Shun Tak Centre, 168
         Connaught Road Central, Hong Kong.

Each of AsiaSat, MCTV and PSIL is herein sometimes referred to as "Party", and
collectively as the "Parties" or the "Shareholders".

WHEREAS:

A.       Skywave TV Company Limited (previously known as "Auspicious City
         Limited") (the "Company") was incorporated in Hong Kong on 20th August,
         2003, for the purpose of providing television programming and broadband
         multimedia services.

B.       The authorized share capital of the Company is HK$50,000,000 divided
         into 5,000,000 shares of HK$10 each ("Shares") of which 3,000,000 have
         been issued and are registered in the names of, and beneficially owned
         by, the following persons:

         AsiaSat           2,400,000 Shares
         MCTV                300,000 Shares
         PSIL                300,000 Shares
         TOTAL             3,000,000 Shares


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C.       The Shareholders desire to enter into this Shareholders Agreement (the
         "Agreement") for the purpose of regulating their rights and obligations
         in relation to the Company, including certain matters relating to the
         contribution of each Shareholder to the Company, the transfer of
         Shares, and the management and operation of the Company.

NOW IT IS HEREBY AGREED as follows:

1.       INTERPRETATION

1.1      In this Agreement, unless the context otherwise requires:

         "ASSOCIATE" means in relation to any person, a person controlling,
         controlled by or under common control with such person. For purposes of
         this Agreement, "control" means the possession, directly or indirectly,
         of the power to direct or cause the direction of the management and
         policies of a person, whether through the ownership of voting
         securities, by contract or otherwise;

         "BOARD" means the board of directors of the Company or those Directors
         present at a duly convened meeting of the Directors at which a quorum
         is present;

         "DIRECTOR" means a director of the Company;

         "HK$" means Hong Kong dollars, the lawful currency of Hong Kong;

         "HOLDING COMPANY" and "SUBSIDIARY" have the meanings respectively given
         to those terms by the Companies Ordinance (Chapter 32 of the Laws of
         Hong Kong);

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

         "MONTHLY PROJECTIONS" has the meaning given in Clause 3.10(b);

         "OPERATING CAPITAL" means cash available from operations, as set out in
         the Monthly Projections;



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         "PERSON" means any natural person, corporation, limited liability
         company, partnership, firm, joint venture, association, joint stock
         company, trust, unincorporated association, governmental body or other
         legal entity;

         "PRO RATA AMOUNT" means, with respect of any of the Shareholders
         hereto, the ratio of (a) the total number of issued Shares held by a
         Shareholder to (b) the total number of issued Shares held by all
         Shareholders;

         "RELATED PARTY TRANSACTION" means any transaction between the Company
         on the one hand and any of the Parties hereto, any Director or any
         Shareholder or any of his or its associates on the other hand; and

         "SHAREHOLDER(S)" means holder(s) for the time being of Share(s).

1.2      In this Agreement, references to Clauses are to clauses of this
         Agreement and references to a sub-clause are, unless otherwise stated,
         references to a sub-clause of the Clause in which the reference
         appears.

1.3      Clause headings are inserted for convenience only and shall be ignored
         in construing the terms of this Agreement.

2.       BUSINESS OF THE COMPANY/SHAREHOLDER CONTRIBUTIONS

2.1      (a)      The business of the Company shall be the provision of
                  television programming and broadband multimedia services, and
                  to engage in such other business or activities or make such
                  other investments as may be approved by the Board from time to
                  time.

         (b)      The business of the Company is authorised by the Non-Domestic
                  Television Programme Licence (the "Licence") issued by the
                  Broadcasting Authority of Hong Kong ("Authority"). The Parties
                  agree to do all things necessary to procure that the Company
                  comply with the terms and conditions of the Licence.

2.2      The Parties shall comply with the provisions of this Agreement in
         relation to their investment in the Company and in transacting business
         with the Company and shall


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         exercise their respective rights and powers in accordance with and so
         as to give effect to this Agreement.

2.3      (a)      AsiaSat shall make the following contributions to the Company:

                  Cash of [          ] for working capital and the purchase of
                  equipment as well as software upgrades by the Company that is
                  required to upgrade or to be added to the current systems of
                  MCTV in order to operate the business of the Company.

         (b)      MCTV shall make the following contributions to the Company:

                  (i)      Services to be provided in accordance with an
                           Outsource Agreement between MCTV and the Company
                           dated 30th November 2004 for the operation of the
                           business of the Company at the value of [         ].

                  (ii)     The continuous use of MCTV's licence and MCTV's
                           participation in the business of the Company at the
                           value of [       ] during the term of this Agreement.

         (c)      PSIL shall make the following contributions to the Company:

                  (i)      Equipment and services to be provided in accordance
                           with an Outsource Agreement between PSIL and the
                           Company dated 30th November 2004 for the operation of
                           the business of the Company at the value of [      ].

                  (ii)     Purchase and hold a safety stock of [       ] sets of
                           customer premises equipment at the value of [      ],
                           provided that if such safety stock is no longer
                           required as determined by the Company based on the
                           equipment being readily available in the market, PSIL
                           shall make a cash contribution of [       ] within
                           30 days of the Company's determination.

2.4      All intellectual property and other non-tangible property provided by
         the Shareholders for use by the Company shall remain the property of
         the Shareholders. All


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         intellectual property and other non-tangible property developed by the
         Company shall be owned by the Company. Any Shareholder providing
         intellectual property for use by the Company shall, if required for the
         benefit of the Company's business, execute any agreements or documents
         and provide any information necessary to allow the Company to use such
         intellectual property.

2.5      If a Shareholder (the "Defaulting Shareholder") fails materially to
         make its respective contributions required under Clause 2.3 (including
         the circumstances where such failure is due to the termination of the
         relevant Outsource Agreement pursuant to its terms) and does not remedy
         such failure within 30 days after being notified by the Company of such
         failure, the Shareholders other than the Defaulting Shareholder (the
         "Non-Defaulting Shareholders") (or if the Non-Defaulting Shareholders
         fail to reach an agreement, the Non-Defaulting Shareholder who owns the
         larger number of issued Shares as at such time) shall have the right to
         elect (by notice in writing) either one of the following options :

         (a)      requiring the Defaulting Shareholder to transfer to the
                  Company that number of Shares equal to the quotient obtained
                  by dividing the value of the contribution that has not been
                  made by HK$10 (the "Unpaid Shares") at the total consideration
                  of HK$1.00. Any fraction obtained in such calculation
                  exceeding 0.5 shall be rounded up to one Share and any
                  fraction of 0.5 or less shall be rounded down by one Share.
                  The Defaulting Shareholder shall execute any documents
                  necessary including, but not limited to, instruments of
                  transfer and bought and sold notes to effect the transfer of
                  Shares to the Company; or

         (b)      requiring the Defaulting Shareholder to transfer to each of
                  the Non-Defaulting Shareholders the "Adjusted pro Rata Amount"
                  (with respect to such Defaulting Shareholder) of the number of
                  the Unpaid Shares at the total consideration of HK$1.00. Any
                  fraction obtained in such calculation exceeding 0.5 shall be
                  rounded up to one Share and any fraction of 0.5 or less shall
                  be rounded down by one Share. "Adjusted Pro Rata Amount" in
                  this paragraph means the ratio of the (i) total number of
                  issued Shares held by a Non-Defaulting Shareholder to (ii) the
                  total number of issued Shares held by all Shareholders after
                  deduction of the number of the Unpaid Shares. The Defaulting
                  Shareholder shall execute any documents necessary including,


2.6      [               ]


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                  but not limited to, instruments of transfer and bought and
                  sold notes to effect the transfer of Shares to the
                  Non-Defaulting Shareholders.

3.       CORPORATE GOVERNANCE

3.1      Initially, AsiaSat shall nominate four Directors, MCTV and PSIL shall
         each nominate one Director. The Chairman of the Board shall be elected
         by the largest Shareholder of the Company, and the Chairman shall have
         the casting vote.

3.2      Each Party hereto shall have the right to nominate one Director for
         every 10% Shares held, and for every 10% shares held, one vote can be
         cast. Therefore, if a Party holds 10% of the Shares of the Company,
         such Party may nominate only one Director who has the right to cast one
         vote.

3.3      Any Party hereto exercising such rights of nomination, shall give
         written notice to the Company and to the other Parties together with a
         copy of a written consent to act signed by each nominated Director. As
         soon as reasonably practical thereafter, but in any event not later
         than 14 days after such written notice is given, all Parties hereto
         shall take all such action as may be necessary to cause the individual
         so nominated to be appointed as a Director in accordance with the
         memorandum and articles of association of the Company.

3.4      Any Party hereto exercising the right to remove any Director previously
         nominated by him or them shall give written notice to the Company and
         to the other Parties and shall forthwith cause such Director to deliver
         to the Company a letter of resignation with immediate effect.

3.5      In the event that the percentage of the total issued Shares held by any
         of the Parties hereto falls below the relevant threshold referred to in
         Clause 3.2, such Party shall forthwith cause the relevant Director(s)
         previously nominated by him or them to deliver to the Company letter(s)
         of resignation with immediate effect.

3.6      Each Party hereto shall indemnify the other Parties and the Company in
         respect of any claim (other than any claim relating to such person's
         employment or for services provided to the Company) by any Director
         nominated by it in respect of such Director's removal or resignation
         for whatsoever reason.

3.7      The quorum for all meetings of the Board shall be any four Directors. A
         quorum must be present at the beginning of and throughout each meeting.


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3.8      The Company shall allow each of the Shareholders and its authorised
         representatives the right during normal business hours to inspect its
         books and accounting records, to make extracts and copies therefrom at
         its own expense and to have full access to all of the Company's
         property and assets.

3.9      The Shareholders shall procure that the Company keep proper, complete
         and accurate books of account in accordance with Hong Kong generally
         accepted accounting principles and shall have its accounts audited
         annually in accordance with such standards by a reputable firm of
         international accountants appointed by the Board.

3.10     The Parties hereto further agree:

         (a)      that the financial year ended of the Company shall be 31st
                  December;

         (b)      that the Company shall provide to each Shareholder within (i)
                  three months after the end of each financial year, the annual
                  audited consolidated financial statements of the Company for
                  such financial year, (ii) 45 days after the end of each
                  quarter, quarterly unaudited consolidated financial statements
                  of the Company for such quarter, and (iii) 15 days after the
                  end of each month, (x) monthly unaudited consolidated
                  financial statements of the Company for such month and the
                  portion of the financial year through the end of such month,
                  including a balance sheet and statements of income and cash
                  flows for such month, setting forth a comparison with the
                  Company's operating budget and an explanation of material
                  differences between actual results and the budgeted amounts,
                  if any, and (y) projections ("Monthly Projections") for the
                  following 45-day period of Operating Capital and outstanding
                  liabilities payable during that 45-day period.

3.11     The Shareholders shall procure that the Company prepare annual
         operating and capital budgets and business plans for the Company, which
         shall be submitted to all Directors not less than one month prior to
         the commencement of each financial year for Board approval.

4.       MAJOR ISSUES

4.1      While this Agreement remains in force, the Parties shall procure that,
         except as agreed by the beneficial owners of not less than [         ]
         of the total issued Shares:


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         (a)      no material change shall be made in the business of the
                  Company;

         (b)      no change shall be made in the authorized or issued share
                  capital (or equivalent capital structure) of the Company
                  (excluding a reduction in share capital) and, without
                  limitation to the foregoing, no new Shares or other securities
                  (including any which are convertible or exchangeable for, or
                  carry rights of subscription for, new Shares) in the capital
                  of the Company, options in respect of the same or any other
                  rights similar or relating thereto, shall be issued or granted
                  to any third party;

         (c)      no person shall be appointed as a director of any subsidiary
                  of the Company or removed from such office provided that
                  nothing in this paragraph (e) shall prevent any such person
                  from resigning from such office or becoming disqualified from
                  serving as a director pursuant to the relevant entity's
                  articles of association (or equivalent);

         (d)      the Company shall not:

                  (i)      acquire, whether by way of formation or otherwise,
                           any subsidiary nor effect or permit the disposal or
                           dilution of its interest, directly or indirectly, in
                           any subsidiary;

                  (ii)     sell, transfer, lease, license, or in any way dispose
                           of, all or any part of its business, undertaking
                           and/or assets, whether by a single transaction or
                           series of transactions, related or not (such
                           transaction may require the transfer of Shares of any
                           one or all of the Parties);

                  (iii)    acquire any share or loan capital of, or any other
                           interest in, any body corporate or enter into any
                           partnership or profit sharing arrangement with any
                           person;

                  (iv)     acquire any land or any interest therein provided
                           that, for the avoidance of doubt, any tenancy
                           arrangements entered into by any such entity in
                           relation to premises required for business which do
                           not involve the payment of any premium or similar
                           amount shall not constitute the acquisition of land
                           or any interest therein;

                  (v)      consolidate or amalgamate with any other company,
                           association, partnership or entity;


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                  (vi)     borrow any sums from any of the Parties hereto or any
                           third party;

                  (vii)    make any loan or advance or otherwise give credit to
                           any person, firm or body corporate except for the
                           purpose of making deposits with its bankers;

                  (viii)   give any guarantee, bond or indemnity in respect of,
                           or to secure the liabilities or obligations of, any
                           person, firm or body corporate;

                  (ix)     create or issue any debenture, mortgage, charge or
                           other security over its assets;

                  (x)      introduce any executive or employee stock or share
                           option scheme of any nature;

                  (xi)     save in accordance with rules or regulations approved
                           by the Board, employ, or terminate the employment of,
                           any senior or key employee;

                  (xii)    change its auditors; or

                  (xiii)   declare, make or pay dividend or other distribution
                           to its shareholders.

4.2      The following matters require agreement by the beneficial owners of not
         less than three fourths of the total issued Shares :

         (a)      amendment to the memorandum or articles of association (or
                  equivalent constitutive documents) of the Company;

         (b)      reduction in the share capital of the Company;

         (c)      resolution for the winding up of the Company (unless it shall
                  have become insolvent) nor shall any of the Parties hereto
                  present, or cause to be presented, any petition for the
                  winding up of the Company.

4.3      All matters other than those set out in Clauses 4.1 and 4.2 shall be
         decided by the Board by way of simple majority, but subject to relevant
         laws and regulations of which may reserve to the Shareholders the power
         to consider and, if thought fit, pass certain resolutions to the
         exclusion of the directors.


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4.4      It is agreed by the Parties hereto that no Related Party Transaction
         shall take place during the term of this Agreement except with the
         prior agreement in writing of the Parties hereto.

5.       PROMOTION OF THE COMPANY'S BUSINESS

5.1      Each Party hereto covenants with the other to use its best endeavours
         to promote and develop the business of the Company.

5.2      Each Party hereto covenants with the other that it shall not on its own
         behalf or on behalf of, or in association with, any third party or in
         any capacity whatsoever, entice or seek to entice away from the Company
         any director or other officer or any employee of the Company whether or
         not any such person would thereby commit a breach of his or her
         contract of service or employment.

5.3      The restrictions contained in Clause 5.2 shall have full effect and be
         enforceable for as long as such Party is the beneficial owner of any
         Shares and for the period of two years after it ceases to own any
         Shares, whatever the reason for such cessation of ownership.

5.4      The restrictions contained in Clauses 5.2 and 5.3 are considered
         reasonable by the Parties hereto, but, in the event that any such
         restriction shall be found to be void but would be valid if some part
         or parts thereof were deleted or the period or area of application
         reduced, such restriction shall apply with such modification as may be
         necessary to make it valid and effective.

5.5      Each Shareholder will use reasonable efforts to provide business
         contacts for the Company in carrying out the Company's business.

6.       CONFIDENTIALITY

6.1      Each Party hereto shall at all times, both before and after termination
         of this Agreement, keep confidential any information which it may
         acquire or may already have acquired prior to the date of this
         Agreement in relation to the Company or its business, customers,
         clients or other affairs and shall not use such information or disclose
         the same to any third party except with the prior written consent of
         the other Parties hereto and of the Company or in accordance with the
         order of a court of competent jurisdiction, applicable rules and
         regulations.


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6.2      Each Party hereto shall procure that the Company shall use all
         reasonable endeavours to ensure that its Directors, officers and
         employees shall observe a similar duty of confidentiality.

6.3      The obligations of the Parties contained in Clause 6.1 shall continue
         without limit in point of time but shall cease to apply to any
         information coming into the public domain otherwise than by breach of
         any such Party of its obligations therein contained.

7.       SHARE TRANSFERS

7.1      Save as provided in the remaining sub-clauses of this Clause, none of
         the Parties hereto shall be entitled during the term of this Agreement
         to sell, transfer, charge, pledge, encumber, grant options over or
         otherwise dispose of any Shares ("Transfer") now owned or hereafter
         acquired by such Party or of any beneficial interest therein.

7.2      Notwithstanding any other provision of this Agreement, no Transfer may
         be made pursuant to this Clause 7 unless :

         (a)      the transferee has agreed in writing to be bound by the terms
                  and conditions of this Agreement pursuant to a Deed of
                  Adherence substantially in the form attached hereto as Exhibit
                  A;

         (b)      the Transfer complies in all respects with the other
                  applicable provisions of this Agreement; and

         (c)      the Transfer complies in all respects with applicable
                  securities laws.

         If requested by the Company in its reasonable discretion, an opinion of
         counsel to such transferring Shareholder shall be supplied to the
         Company, at such transferring Shareholder's expense, to the effect that
         such Transfer complies with applicable securities laws.

7.3      The following Transfers are permitted :

         (a)      any sale of common shares of the Company on the public market
                  in connection with or following an initial public offering and
                  listing of such common shares;


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         (b)      any Transfer by a Shareholder which is approved by the
                  beneficial owners of not less than [         ] of the total
                  issued Shares; and

         (c)      any Transfer required as consideration for any one of the
                  transactions listed in Clause 4.1(d)(ii).

7.4      If at any time any Shareholder receives a bona fide offer from a third
         party (other than a proposed transfer permitted under Clause 7.3)(the
         "Third Party Offeror") to buy for cash (a "Third Party Offer") any or
         all of such Shareholder's Shares (the "Offered Shares") and such
         Shareholder desires to accept the Third Party Offer, such Shareholder
         (the "Selling Shareholder") shall, subject to the consent of the
         beneficial owners of not less than two thirds of the total issued
         Shares : (a) (i) make an offer (the "Right of First Refusal") to sell
         the Offered Shares to each other Shareholder (the "Rightholder") and
         (ii) make an offer to allow such Rightholder to participate in any sale
         of the Shares included in the Offered Shares (the "Tag Along Right") to
         the Third Party Offeror, in accordance with the procedures set forth
         below (such Right of First Refusal and Tag Along Right shall be upon
         the same terms and conditions as the Third Party Offer); or (b)
         directly accept the Third Party Offer and sell to the Third Party
         Offeror the Offered Shares.

7.5      If Clause 7.4(a) applies :

         (a)      The Selling Shareholder shall send written notice of the Right
                  of First Refusal and the Tag Along Right (the "Notice") to
                  each Rightholder, which shall state (i) the number of Offered
                  Shares and the proposed purchase price per Share, (ii) other
                  terms and conditions of the Third Party Offer and (iii) the
                  name of the Third Party Offeror. The Notice shall include a
                  copy of all writings between the Third Party Offeror and the
                  Selling Shareholder necessary to establish the terms of the
                  Third Party Offer.

         (b)      The Notice shall not be effective unless all of the following
                  conditions are met:

                  (i)      the Third Party Offeror shall have delivered to the
                           Selling Shareholder a letter, signed by the Third
                           Party Offeror, confirming its offer to effect the
                           proposed transaction on the terms stated in the Third
                           Party Offer;


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                  (ii)     the Third Party Offer shall not be subject to any
                           conditions, except that it may be conditioned upon
                           the truth as of the closing of the proposed purchase
                           of customary representations and warranties and the
                           delivery of a customary legal opinion;

                  (iii)    the Third Party Offer shall propose, with respect to
                           the Shareholder who may exercise its Tag Along
                           Rights, that such Shareholder's liability for breach
                           of any representations and warranties made to the
                           Third Party Offeror shall be limited to the net
                           proceeds received by such Shareholder from the sale
                           of their Shares;

                  (iv)     the Third Party Offer shall propose a price ("Third
                           Party Offer Price") payable wholly in cash; and

                  (v)      the Third Party Offeror shall have furnished
                           reasonably satisfactory evidence as to such Third
                           Party Offeror's financial ability to consummate the
                           proposed purchase.

         (c)      Each Rightholder shall have the right :

                  (i)      to purchase all of its respective Pro Rata Amount
                           (but not less than all) of the Offered Shares at a
                           purchase price equal to the Third Party Offer Price
                           and upon the terms and conditions of the Third Party
                           Offer;

                  (ii)     in the event that the Rightholder does not elect to
                           purchase all of its respective Pro Rata Amount of the
                           Offered Shares, to sell, upon the terms set forth in
                           the Third Party Offer, that number of Shares held by
                           the Rightholder determined by multiplying the number
                           of Shares included in the Offered Shares by a
                           fraction, the numerator of which shall be the total
                           number of Shares held by the Rightholder and the
                           denominator of which shall be the total number of
                           outstanding Shares; or

                  (iii)    to reject the Right of First Refusal and the Tag
                           Along Right.

         (d)      The rights of a Rightholder under Clause 7.5(c) shall be
                  exercisable by written notice to the Selling Shareholder with
                  a copy to the Company given within


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                  fifteen (15) days after receipt of the Notice (the "Notice
                  Period"). If the Rightholder shall fail to respond within the
                  Notice Period to the Selling Shareholder, such failure shall
                  be regarded as a rejection of both the Right of First Refusal
                  and the Tag Along Right.

         (e)      The closing of the purchase of Offered Shares elected to be
                  purchased by the Rightholder under Clause 7.5(c)(i) shall be
                  held at the principal office of the Company at 11:00 a.m.
                  local time on the thirtieth (30th) day after the date on which
                  the Notice Period shall have expired or at such other time and
                  place as the parties to the transaction may agree. At such
                  closing, the Selling Shareholder shall deliver certificates
                  representing the Offered Shares, duly endorsed with a
                  signature guarantee for transfer and accompanied by all
                  requisite transfer taxes, if any, and such Offered Shares
                  shall be free and clear of any liens, claims, charges,
                  options, encumbrances or rights (other than those arising
                  hereunder) and the Selling Shareholder shall so represent and
                  warrant, and further represent and warrant that it is the
                  beneficial and record owner of such Offered Shares. The
                  Shareholder purchasing Offered Shares shall deliver at the
                  closing payment in full in immediately available funds for the
                  Offered Shares purchased by it. At such closing, all of the
                  parties to the transaction shall execute such additional
                  documents as are otherwise necessary or appropriate.

         (f)      Unless all of the Offered Shares under Clause 7.5(c)(i) are
                  purchased by the Rightholder, the Selling Shareholder may sell
                  such portions of its Shares that can be sold under Clause
                  7.5(c)(ii) to the Third Party Offeror on the terms and
                  conditions of the Third Party Offer; PROVIDED, HOWEVER, that
                  such sale is bona fide and made within ninety (90) days of the
                  expiration of the Notice Period. If such sale is not
                  consummated within such 90-day period, the restrictions
                  provided for herein shall again become effective, and no
                  transfer of such Offered Shares may be made thereafter without
                  again offering the same to the other Shareholder in accordance
                  with this Agreement.

8.       FINANCING

8.1      Any decision to seek additional finance for the Company shall be made
         by the Board, but subject always to compliance with the provisions of
         Clause 4.


                                     - 14 -
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                                                           STRICTLY CONFIDENTIAL
                                                           ---------------------


8.2      In the event that the Board resolves to issue new Shares, with the
         consent of the beneficial owners of not less than [         ] of the
         total issued Shares, each of the Parties hereto shall have the right to
         subscribe for its Pro Rata Amount of such new Shares and shall, in
         addition, have the right of over subscription for new Shares ("OVER
         SUBSCRIPTION RIGHT") if the other Parties elect not to subscribe fully
         for their Pro Rata Amount.

8.3      Each Party hereto shall be afforded the opportunity to subscribe for
         its Pro Rata Amount of such new Shares on the same terms and at the
         same price as are offered to the other Party.

8.4      Any new Shares which are not taken up by a Party who fails to exercise
         its right of subscription for its Pro Rata Amount of such new Shares or
         who, having exercised such right, fails to complete such subscription
         shall first be offered to each other Party who exercise its Over
         Subscription Right within the Issuance Notice Period (as defined in
         Clause 8.5) PRO RATA to the number of additional new Shares which such
         Party has agreed to take up above its Pro Rata Amount. Thereafter, the
         Company shall have the right to sell and issue all remaining new Shares
         pursuant to Clause 8.6.

8.5      Prior to issuing any new Shares, the Board shall give to each of the
         Parties written notice (the "ISSUANCE NOTICE") setting out the price
         and terms upon which the Company proposes to issue the same, the number
         of new Shares for which each Party is entitled to subscribe and a
         statement that each Party shall have 14 days from the date of receipt,
         or deemed receipt, of the Issuance Notice ("ISSUANCE NOTICE PERIOD") to
         accept its Pro Rata Amount of the new Shares and to exercise his Over
         Subscription Right by:

         (a)      giving written notice to the Company;

         (b)      forwarding payment for its Pro Rata Amount of the new Shares
                  to the Company; and

         (c)      if the Over Subscription Right is exercised, forwarding
                  payment for the additional new Shares for which it agrees to
                  subscribe.

8.6      In the event that any Party hereto fails to exercise its right of
         subscription within the Issuance Notice Period, and subject to each
         other Party's Over Subscription Right, the Company shall have 60 days
         thereafter to enter into an agreement with a third party to sell the
         new Shares in respect of which the rights of the Parties hereto were


                                     - 15 -
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                                                           STRICTLY CONFIDENTIAL
                                                           ---------------------


         not exercised, at a price and upon terms no more favourable to such
         third party than those specified in the Issuance Notice. In the event
         that no such agreement is entered into within such 60 day period, the
         Company (as the Parties hereto shall procure) shall not thereafter
         issue any new Shares without first offering the same to the Parties
         hereto in the manner provided in this Clause 8.

8.7      It is agreed that the provisions of Clauses 8.1 to 8.6 shall not apply
         to any issue of new Shares (a) pursuant to (i) an initial public
         offering made by the Company (or any new holding company); or (ii) the
         exercise of any options granted to directors, officers or employees of
         the Company in accordance with any share option scheme approved by the
         Board subject to Clause 4.1; or (b) if the beneficial owners of not
         less than two thirds of the total issued Shares agree that Clauses 8.1
         to 8.6 shall not apply.

9.       INITIAL PUBLIC OFFERING

9.1      The Parties hereto agree that the Company (or any new holding company)
         may seek a listing of its shares either on The Stock Exchange of Hong
         Kong Limited (Main Board or Growth Enterprise Market), or on such other
         stock exchange as the beneficial owners of not less than two thirds of
         the total issued Shares may decide, as soon as the Company together
         with any subsidiaries at such time meets the financial, business and
         other requirements of the relevant listing rules (or equivalent
         regulations).

9.2      For the purpose of seeking such listing, the Parties hereto agree that
         the Board shall have full authority, acting for and on behalf of the
         Company, to take such steps as are necessary including, without
         limitation, the appointment of a sponsor, underwriters, receiving
         bankers, share registrar, reporting accountants, valuers and
         solicitors. Each Party hereto covenants with the other to use its best
         endeavours to assist the Board with such application for listing
         including, without limitation, surrendering any interest in any
         subsidiary of the Company for an interest of equal value in the Company
         (or any new holding company) on such terms and conditions as the Board
         may reasonably require.

10.      TERMINATION AND FIRST RIGHT OF REFUSAL

10.1     This Agreement shall continue in full force and effect until terminated
         in accordance with this Clause 10.



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                                                           STRICTLY CONFIDENTIAL
                                                           ---------------------


10.2     This Agreement shall terminate automatically:

         (a)      in relation to any Party who ceases to be the beneficial owner
                  of any Shares provided that the provisions of Clause 5.2 shall
                  continue to apply to each Party in accordance with the
                  provisions of Clause 5.3; or

         (b)      if any stock exchange anywhere in the world grants a listing
                  of shares in the capital of the Company (or any new holding
                  company); or

         (c)      if an effective resolution is passed to wind up the Company or
                  if a liquidator is otherwise appointed (except for the purpose
                  of a bona fide reconstruction or amalgamation of the Company
                  with the consent of the Parties hereto, such consent not to be
                  unreasonably withheld) or if a receiver or manager is
                  appointed over any part of the assets or undertaking of the
                  Company; or

         (d)      at any time by written agreement of the Parties hereto; or

         (e)      on such date as one of the Parties hereto or one Shareholder
                  becomes beneficially interested in all the issued Shares.

10.3     Termination of this Agreement either in its entirety or in relation to
         the out going Party only shall be without prejudice to Clause 6 and any
         rights which any Party may have against each other Party hereto which
         arose prior to such termination.

10.4     [               ]

11.      GENERAL

11.1     This Agreement shall be binding upon the Parties hereto and their
         successors and permitted assigns provided that none of the Parties
         hereto shall be entitled to assign its rights or benefits under this
         Agreement or purport to transfer any of its duties or obligations
         hereunder except with the prior consent of the other Parties.

11.2     In the event of any inconsistency between the provisions of this
         Agreement and the memorandum and articles of association of the Company
         ("M&A"), the former shall prevail and the Parties hereto shall
         cooperate with a view to taking all necessary action to make any
         appropriate amendments to the M&A to reflect the provisions of this
         Agreement. Nothing in this Agreement shall be deemed to constitute an
         amendment of the M&A.

11.3     Each Party hereto shall exercise or refrain from exercising any voting
         rights or other powers of control so as to ensure the passing of any
         and every resolution necessary or desirable to procure that the affairs
         of the Company are conducted in accordance with


                                     - 17 -
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                                                           STRICTLY CONFIDENTIAL
                                                           ---------------------


         the provisions of this Agreement and otherwise to give full effect to
         the provisions of this Agreement and likewise to ensure that no
         resolution is passed which does not accord with such provisions.

11.4     No exercise or failure to exercise or delay in exercising any rights,
         power of remedy vested in any Party hereto under or pursuant to this
         Agreement shall constitute a waiver by that Party of that or any other
         right, power or remedy.

11.5     Nothing in this Agreement shall be deemed to constitute a partnership
         between the Parties hereto nor constitute any Party the agent of the
         other Parties or otherwise entitle any Party to have authority to bind
         the other Parties hereto for any purpose whatsoever.

11.6     This Agreement constitutes the entire Agreement between the Parties
         hereto in relation to the subject matter hereof and supersedes all
         prior agreements and understandings whether oral or written with
         respect thereto and no variation of this Agreement shall be effective
         unless reduced to writing and signed by each of the Parties hereto.

11.7     This AgrEement may be executed in any number of counterparts or
         duplicates each of which shall be an original but such counterparts or
         duplicates shall together constitute one and the same Agreement.

11.8     Time shall be of the essence for the purposes of any provision of this
         Agreement.

11.9     The Parties hereto agree that any right of action which the Company may
         have in respect of any alleged breach of any obligation owed to the
         Company shall be prosecuted by the Directors appointed by the Party or
         Parties which is or are not, or whose associate is not, alleged to be
         responsible for the breach. Those Directors shall have full authority
         on behalf of the Company to negotiate, litigate and settle any claims
         arising out of the alleged breach or exercise any right arising out of
         the alleged breach and the Parties shall take all steps within their
         power to give effect to the provisions of this Clause 11.9.

11.10    The rights and remedies contained in this Agreement are cumulative and
         not exclusive of any rights or remedies provided by law.

11.11    The Company shall bear all of the fees and expenses incurred by it and
         the Shareholders in connection with the setting up of the Company, the
         preparation,


                                     - 18 -
<PAGE>
                                                           STRICTLY CONFIDENTIAL
                                                           ---------------------


         execution and performance of this Agreement and the transactions
         contemplated thereby, including, without limitation, all fees and
         expenses of agents, representatives, counsel and accountants.

12.      REPRESENTATIONS AND WARRANTIES

12.1     Each Party represents and warrants, severally and not jointly, to the
         other Party as follows :

         (a)      it beneficially owns the number of Shares listed opposite its
                  name in recital (B) of this Agreement and that it has not
                  pledged, hypothecated or granted any security interest of any
                  kind in such Shares to any person;

         (b)      it has not granted to any person any right to purchase or
                  otherwise acquire any interest in such Shares; and

         (c)      it owns such Shares free and clear of any liens, claims,
                  options, charges, encumbrances or third party rights.

12.2     Each Party further represents and warrants that :

         (a)      it is duly organised, validly existing and in good standing
                  under the laws of the jurisdiction of its organisation, and
                  has all requisite corporate power and lawful authority to
                  effectuate the transactions contemplated herein;

         (b)      it has all requisite power and authority to enter into,
                  execute and deliver the Agreement, and to incur and perform
                  fully its obligations provided for therein, including (without
                  limitation) the contribution to the Company of any
                  intellectual property or other assets or services to be
                  contributed by such Party thereunder;

         (c)      the execution, delivery and performance of the Agreement by
                  such Party, and the consummation of the transactions
                  contemplated therein will not (a) violate any provision of
                  such Party's articles of incorporation (or other instrument of
                  formation) or by-laws or violate any law, rule, regulation or
                  other requirement of any governmental body applicable to such
                  Party;

         (d)      there are no material legal actions, suits, judgments,
                  proceedings, investigations, claims or disputes pending or, to
                  such Party's knowledge,


                                     - 19 -
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                                                           STRICTLY CONFIDENTIAL
                                                           ---------------------


                  threatened, at law, in equity, in arbitration or before any
                  governmental body against or affecting such Party; and

         (e)      there is no fact or circumstance known to such Party which has
                  not been disclosed to the other Party in writing which
                  materially adversely affects, or, insofar as such Party can
                  reasonably foresee, is expected to materially adversely affect
                  such Party or the ability of the Party to perform its
                  obligations under the Agreement or any other document or
                  transaction contemplated thereby.

13.      ANNOUNCEMENTS

13.1     Each Party hereto undertakes to the other Parties that it will not make
         any announcement in connection with this Agreement unless the other
         Parties hereto shall have given their consent to such announcement.

14.      NOTICES AND MISCELLANEOUS

14.1     Each notice, demand or other communication given or made under this
         Agreement shall be in writing in English and delivered or sent to the
         relevant Party at its address or fax number set out below (or such
         other address or fax number as the addressee has by 10 days' prior
         written notice specified to the other Party). Any notice, demand or
         other communication given or made by letter between countries shall be
         delivered by airmail. Any notice, demand or other communication so
         addressed to the relevant Party shall be deemed to have been delivered
         (1) if delivered in person or by messenger, when proof of delivery is
         obtained by the delivering Party; (2) if sent by post within the same
         country, on the third day following posting, and if sent by post to
         another country, on the seventh day following posting; (3) if given by
         fax, upon dispatch and the receipt of a transmission report confirming
         dispatch.

                  IF TO ASIASAT :
                  Asia Satellite Telecommunications Company Limited
                  23/F, East Exchange Tower,
                  38 Leighton Road, Causeway Bay,
                  Hong Kong
                  Attention:        The Chief Executive Officer
                  Facsimile No.:    (852) 2577 0044


                                     - 20 -
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                                                           STRICTLY CONFIDENTIAL
                                                           ---------------------


                  IF TO MCTV :
                  Macau Cable TV, Limited
                  Alameda Dr. Carlos D Assumpcao,
                  N(degree)411-417,
                  Edificio Dynasty Plaza, 21(degree) Andar, Macau
                  Attention:        The Executive Managing Director
                  Facsimile No.:    (853) 781821

                  IF TO PSIL :
                  Pacific Satellite International Limited
                  Room 1101, China Merchants Tower,
                  Shun Tak Centre
                  168 Connaught Road Central,
                  Hong Kong
                  Attention:        The Director
                  Facsimile No.:    (852) 2558 0406

                  IF TO THE COMPANY :
                  Skywave TV Company Limited
                  23/F, East Exchange Tower,
                  38 Leighton Road, Causeway Bay,
                  Hong Kong
                  Attention:        The Company Secretary
                  Facsimile No.:    (852) 2500 0865

14.2     No waiver of any provision of this Agreement shall be effective unless
         set forth in a written instrument signed by the Party waiving such
         provision. No failure or delay by a Party in exercising any right,
         power or remedy under this Agreement shall operate as a waiver thereof,
         nor shall any single or partial exercise of the same preclude any
         further exercise thereof or the exercise of any other right, power or
         remedy. Without limiting the foregoing, no waiver by a Party of any
         breach by any other Party of any provision hereof shall be deemed to be
         a waiver of any subsequent breach of that or any other provision
         hereof.

14.3     Each and every obligation under this Agreement shall be treated as a
         separate obligation and shall be severally enforceable as such and in
         the event of any


                                     - 21 -
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                                                           STRICTLY CONFIDENTIAL
                                                           ---------------------


         obligation or obligations being or becoming unenforceable in whole or
         in part. To the extent that any provision or provisions of this
         Agreement are unenforceable they shall be deemed to be deleted from
         this Agreement, and any such deletion shall not affect the
         enforceability of this Agreement as remain not so deleted.

14.4     This Agreement may be executed in one or more counterparts including
         counterparts transmitted by telecopier or facsimile, each of which
         shall be deemed an original, but all of which signed and taken
         together, shall constitute one document.

14.5     The provisions of this Agreement shall be binding upon and inure to the
         benefit of the Parties and their respective successors. The rights and
         obligations, or any part thereof, of a Party to this Agreement may only
         be assigned with the express written consent of the other Party.

15.      LAW AND SETTLEMENT OF DISPUTE

15.1     The execution, validity, interpretation and performance of and
         resolution of disputes under this Agreement shall be governed by and
         construed in accordance with the officially published and publicly
         available laws of the Hong Kong Special Administrative Region of the
         PRC.

15.2     Any dispute, controversy or claim arising out of, or relating to, this
         Agreement, or the performance, interpretation, breach, termination or
         validity hereof, shall be resolved through friendly consultation. Such
         consultation shall begin immediately after one Party has delivered to
         the other Parties a written request for such consultation stating
         specifically the nature of the dispute, controversy or claim. If within
         30 days following the date on which such notice is given the dispute
         cannot be resolved, the dispute shall be referred to, and finally
         resolved by, arbitration upon the request of any Party with notice to
         the other Parties.

15.3     The arbitration shall be conducted in Hong Kong in accordance with the
         rules of the Hong Kong International Arbitration Centre save as
         modified in this Agreement. There shall be three arbitrators. Each
         Shareholder shall select one arbitrator. All selections shall be made
         within 30 days after the selecting Party gives or receives the demand
         for arbitration. Such arbitrators shall be freely selected, and the
         Shareholders shall not be limited in their selection to any prescribed
         list. If any arbitrator to be appointed by the Shareholders has not
         been appointed and consented to participate


                                     - 22 -
<PAGE>
                                                           STRICTLY CONFIDENTIAL
                                                           ---------------------


         within 30 days after the selection of the first arbitrator, the
         relevant appointment shall be made by the Chairman of the Arbitration
         Center.

15.4     The arbitration proceedings shall be conducted in English.

15.5     The arbitrators shall decide any such dispute or claim strictly in
         accordance with the governing law specified in Clause 15.1. Judgment
         upon any arbitral award rendered hereunder may be entered in any court
         having jurisdiction, or application may be made to such court for a
         judicial acceptance of the award and an order of enforcement, as the
         case may be.

15.6     The costs and expenses of the arbitration, including without limitation
         the fees of the arbitration, including without limitation, the fees of
         translators, costs of the venue and facilities, transcript providers or
         live note transcribers, the fees of the arbitration tribunal, shall be
         borne equally by each party to the dispute or claim, and each party
         shall pay its own fees, disbursements and other charges of its counsel.

15.7     Any award made by the arbitration tribunal shall be final and binding
         on each of the Parties that were parties to the dispute. The Parties
         expressly agree to waive the applicability of any laws and regulations
         that would otherwise give the right to appeal the decisions of the
         arbitration tribunal so that there shall be no appeal to any court of
         law for the award of the arbitration tribunal, and a Party shall not
         challenge or resist the enforcement action taken by any other Party in
         favor of which an award of the arbitration tribunal was given.

15.8     Each Party irrevocably consents to the service of process, notices or
         other paper in connection with or in any way arising from the
         arbitration or the enforcement of any arbitral award, by use of any of
         the methods and to the addresses set forth for the giving of notices in
         Clause 14. Nothing contained herein shall affect the right of any Party
         to serve such processes, notices or other papers in any other manner
         permitted by applicable law.

15.9     In order to preserve its rights and remedies, any Party shall be
         entitled to seek preservation of property in accordance with law from
         any court of competent jurisdiction or from the arbitration tribunal
         pending the final decision or award of the arbitration tribunal.


                                     - 23 -
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                                                           STRICTLY CONFIDENTIAL
                                                           ---------------------


15.10    During the period when a dispute is being resolved, except for the
         matter being disputed, the Parties shall in all other respects continue
         their implementation of this Agreement.





                                     - 24 -
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                                                           STRICTLY CONFIDENTIAL
                                                           ---------------------




AS WITNESS the hands of the parties hereto the day and year first above written


ASIA SATELLITE TELECOMMUNICATIONS COMPANY LIMITED


/s/ Peter Jackson
----------------------------------
Authorized Representative:
Name:   Mr. Peter Jackson
Title:  Chief Executive Officer
Date:   30th November, 2004




MACAU CABLE TV, LIMITED


/s/ Antonio A.Silva Aguiar
----------------------------------
Authorized Representative:
Name:   Mr. Antonio A.Silva Aguiar
Title:  Executive Managing Director
Date:   30th November, 2004




MACAU CABLE TV, LIMITED


/s/ Filipe Santos
----------------------------------
Authorized Representative:
Name:   Mr. Filipe Santos
Title:  Director
Date:   30th November, 2004




                                     - 25 -
<PAGE>
                                                           STRICTLY CONFIDENTIAL
                                                           ---------------------



PACIFIC SATELLITE INTERNATIONAL LIMITED


/s/ Joseph Yeung
----------------------------------
Authorized Representative:
Name:   Mr. Joseph Yeung
Title:  Director
Date:   30th November, 2004




ACKNOWLEDGED BY
SKYWAVE TV COMPANY LIMITED


/s/ William Wade
----------------------------------
Authorized Representative:
Name:   Mr. William Wade
Title:  Director
Date:   30th November, 2004




                                     - 26 -
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                                                           STRICTLY CONFIDENTIAL
                                                           ---------------------



                                    EXHIBIT A

                                DEED OF ADHERENCE


THIS DEED OF ADHERENCE is made the                    day of

BETWEEN :

(1)      Skywave TV Company Limited, a company incorporated in Hong Kong (the
         "Company"); and

(2)      [Name of New Shareholder] (the "New Shareholder").

WHEREAS :

(A)      On 30th November 2004, the Company and its Shareholders entered into a
         Shareholders' Agreement (the "Shareholders' Agreement") to which a form
         of this Deed is attached as Exhibit A.

(B)      The New Shareholder wishes to [be allotted/have transferred to
         him/her/it][      ] shares (the "Shares") in the capital of the Company
         from [                      ] (the "Old Shareholder") and in accordance
         with the Shareholders' Agreement has agreed to enter into this Deed.

(C)      The Company enters this Deed on behalf of itself and as agent for all
         the existing Shareholders of the Company.

NOW THIS DEED WITNESSES as follows :

1.       INTERPRETATION

         In this Deed, except as the context may otherwise require, all words
         and expressions defined in the Shareholders' Agreement shall have the
         same meanings when used herein.


                                     - 1 -
<PAGE>
                                                           STRICTLY CONFIDENTIAL
                                                           ---------------------


2.       COVENANT

         The New Shareholder hereby covenants to the Company as trustee for all
         other Persons who are at present or who may hereafter become bound by
         the Shareholders' Agreement, and to the Company itself to adhere to and
         be bound by all the duties, burdens and obligations of a Shareholder
         holding the same class of shares as the Shares imposed pursuant to the
         provisions of the Shareholders' Agreement and all documents expressed
         in writing to be supplemental or ancillary thereto as if the New
         Shareholder had been an original party to the Shareholders' Agreement.

3.       ENFORCEABILITY

         Each existing Shareholder and the Company shall be entitled to enforce
         the Shareholders' Agreement against the New Shareholder, and the New
         Shareholder shall be entitled to all rights and benefits of the Old
         Shareholder (other than those that are non-assignable) under the
         Shareholders' Agreement in each case as if the New Shareholder had been
         an original party to the Shareholders' Agreement.

4.       GOVERNING LAW

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




                                     - 2 -
<PAGE>
                                                           STRICTLY CONFIDENTIAL
                                                           ---------------------




IN WITNESS WHEREOF this Deed of Adherence has been executed as a deed on the
date first above written.


Skywave TV Company Limited



By:
    ----------------------------
Name:  [                     ]

Title: [                     ]




[Name of New Shareholder]




By:
    ----------------------------
Name:  [                     ]

Title: [                     ]



                                     - 3 -