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                                                              Exhibit 10.104K

                        BRIDGE LOAN AGREEMENT SUPPLEMENT NO. 2

                                                             November 17, 1997

          Reference is made to (i) the Bridge Loan Agreement, dated as of May 
16, 1997, between Star Digitel Limited, a company organized under the laws of 
Hong Kong (the "BORROWER"), and The Toronto-Dominion Bank (the "LENDER"), as 
amended by the Waiver Agreement (the "FIRST WAIVER AGREEMENT"), dated as of 
July 10, 1997, among the Borrower, the Lender and PT. Bank Indonesia Raya 
("BANK BIRA") and as further amended and supplemented by the Bridge Loan 
Agreement Supplement No. 1, dated as of September 18, 1997 between the 
Borrower and the Lender (the "BRIDGE AGREEMENT SUPPLEMENT NO. 1") (as so 
amended and supplemented, the "BRIDGE AGREEMENT"), and (ii) the Bridge Loan 
Agreement, dated as of July 10, 1997, between the Borrower and Bank BIRA, as 
amended by the Waiver Agreement and Consent, dated as of September 18, 1997, 
among Bank BIRA, the Borrower, the Lender, VCFC, STHL and IWC China Limited 
(the "SECOND WAIVER AGREEMENT") (as so amended, the "BANK BIRA AGREEMENT").  
Capitalized terms not otherwise defined in this Bridge Agreement Supplement 
No. 2 have the same meanings as specified in the Bridge Agreement.

          WHEREAS, the Borrower desires to enter into this Bridge Agreement 
Supplement No. 2 pursuant to which the Borrower is requesting that the Lender 
provide up to an additional $4,700,000 under the Bridge Agreement as set 
forth herein;

          WHEREAS, Bank BIRA, the Borrower and the Lender are willing 
pursuant to a Third Waiver Agreement and Consent to be entered into 
simultaneously herewith (the "THIRD WAIVER AGREEMENT"), on the terms and 
conditions stated therein, to provide certain waivers under the Bank BIRA 
Agreement and to enter into certain other arrangements with the Lender in 
connection with the transactions contemplated by this Bridge Agreement 
Supplement No. 2; and 

          WHEREAS, the Lender, on the terms and conditions stated below and 
in the Third Waiver Agreement, has agreed to amend the Bridge Agreement as 
hereinafter and thereinafter set forth.

          Accordingly, the Lender and the Borrower, intending to be legally 
bound, hereby agree that the Bridge Agreement be, and hereby is, amended and 
supplemented as follows:

          1.   AMENDMENTS TO BRIDGE AGREEMENT.

          (a)  Section 1.01 of the Bridge Agreement is hereby amended as 
follows:

               (i)  The definition of "ADVANCE" is amended in full to be and 
          read as follows:  "'ADVANCES' has the meaning specified in Section 
          2.01(a) and, for the 

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          purpose of this Agreement, shall be deemed to include each First 
          Supplemental Advance and Second Supplemental Advance, as 
          applicable."

               (ii) The definition of "APPLICABLE MARGIN" is amended by 
          deleting the last sentence therein and substituting with the 
          following: "References to 'APPLICABLE MARGIN' under this Agreement 
          shall be deemed to include references to the First Supplemental 
          Applicable Margin and the Second Supplemental Applicable Margin, as 
          applicable." 

               (iii) The definition of "COMMITMENT" is amended in full to 
          be and read as follows:  "'COMMITMENT' has the meaning specified in 
          Section 2.01(a) and, for the purpose of this Agreement, shall be 
          deemed to include the First Supplemental Commitment and the Second 
          Supplemental Commitment, as applicable."

               (iv) The definition of "EFFECTIVE DATE" is amended in full to 
          be and read as follows:  "'EFFECTIVE DATE' has the meaning 
          specified in Section 3.01 and, for purpose of this Agreement, shall 
          be deemed to include the First Supplemental Effective Date and the 
          Second Supplemental Effective Date, as applicable."

               (v)  The definition of "FACILITY" is amended in full to be and 
          read as follows:  "'FACILITY' has the meaning specified in Section 
          2.01(a) and, for purpose of this Agreement, shall be deemed to 
          include the First Supplemental Facility and the Second Supplemental 
          Facility, as applicable."

               (vi) The definition of "NOTE" is amended by deleting the last 
          sentence therein and substituting with the following:  "References 
          to 'NOTE' under this Agreement shall be deemed to include 
          references to the First Supplemental Note and the Second 
          Supplemental Note, as applicable."

               (vii) The definition of "PERMITTED DEBT" is amended by 
          adding a new clause (c) to the end thereof to be and read as 
          follows:  "Debt of a Subsidiary of the Borrower in the form of 
          intercompany loans made to such Subsidiary by the Borrower."

               (viii) The definition of "PERMITTED INVESTMENT" is amended 
          by amending clause (j) at the end thereof to be and read as 
          follows: "(j) loans or capital contributions made in cash or other 
          assets in respect of the Borrower's total amount of investment in, 
          any Subsidiary."

               (ix) The definition of "TERMINATION DATE" is amended by 
          deleting the last sentence therein and substituting with the 
          following: "References to 

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          'TERMINATION DATE' under this Agreement shall be deemed to include 
          references to the First Supplemental Termination Date and the 
          Second Supplemental Termination Date, as applicable."

               (x)  Section 1.01 of the Bridge Agreement is amended to 
          include the following new terms set forth therein in alphabetical 
          order:

                    (A)  "'SECOND SUPPLEMENTAL ADVANCES' has the meaning 
               specified in Section 2.01(c)."

                    (B)  "'SECOND SUPPLEMENTAL APPLICABLE MARGIN' means, as 
               of any date of determination during the period from the Second 
               Supplemental Effective Date to the Final Maturity Date, 2.50%."

                    (C)  "'SECOND SUPPLEMENTAL COMMITMENT' has the meaning 
               specified in Section 2.01(c)."

                    (D)  "'SECOND SUPPLEMENTAL EFFECTIVE DATE' means, with 
               respect to the Second Supplemental Facility, the first date on 
               which the conditions precedent set forth in Section 3.01 have 
               been satisfied."

                    (E)  "'SECOND SUPPLEMENTAL FACILITY' has the meaning 
               specified in Section 2.01(c)."

                    (F)  "'SECOND SUPPLEMENTAL NOTE' means a promissory note 
               of the Borrower payable to the order of the Lender, in 
               substantially the form of Exhibit A-2 hereto, evidencing the 
               aggregate indebtedness of the Borrower to the Lender resulting 
               from the Second Supplemental Advances made by the Lender."

                    (G)  "'SECOND SUPPLEMENTAL TERMINATION DATE' means the 
               earlier of (i) the 30th day immediately following the Second 
               Supplemental Effective Date and (ii) the date of termination 
               of whole of the Second Supplemental Commitments pursuant to 
               Section 6.01."

          (b)  Section 2.01 of the Bridge Agreement is hereby amended in full 
to be and read as follows:

               "SECTION 2.01.  THE ADVANCES.  (a) The Lender agrees, on the 
     terms and conditions hereinafter set forth, to make advances (the 
     "ADVANCES") to the Borrower from time to time on any Business Day during 
     the period from the Effective Date until the Termination Date in an 
     aggregate amount not to exceed at any time outstanding $8,000,000 (the 
     "FACILITY" or, as of the date hereof, the "COMMITMENT").  

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     Each Borrowing shall be in an aggregate amount of $2,000,000 or an 
     integral multiple of $1,000,000 in excess thereof.  Each Borrowing shall 
     consist of Advances made on the same day by the Lender.  The Borrower 
     acknowledges and agrees that the Lender shall not provide more than 
     three Borrowings under the Facility.

               (b)   The Lender agrees, on the terms and conditions 
     hereinafter set forth, to make advances (the "FIRST SUPPLEMENTAL 
     ADVANCES") to the Borrower from time to time on any Business Day during 
     the period from the First Supplemental Effective Date until the First 
     Supplemental Termination Date in an aggregate amount not to exceed at 
     any time outstanding $10,000,000 (the "FIRST SUPPLEMENTAL FACILITY" or, 
     as of the date hereof, the "FIRST SUPPLEMENTAL COMMITMENT").  Each 
     Borrowing shall be in an aggregate amount of $2,000,000 or an integral 
     multiple of $1,000,000 in excess thereof.  Each Borrowing shall consist 
     of First Supplemental Advances made on the same day by the Lender.  The 
     Borrower acknowledges and agrees that the Lender shall not provide more 
     than three Borrowings under the First Supplemental Facility.

               (c)   The Lender agrees, on the terms and conditions 
     hereinafter set forth, to make advances (the "SECOND SUPPLEMENTAL 
     ADVANCES") to the Borrower from time to time on any Business Day during 
     the period from the Second Supplemental Effective Date until the Second 
     Supplemental Termination Date in an aggregate amount not to exceed at 
     any time outstanding $4,700,000 (the "SECOND SUPPLEMENTAL FACILITY" or, 
     as of the date hereof, the "SECOND SUPPLEMENTAL COMMITMENT").  Each 
     Borrowing shall be in an aggregate amount of $2,000,000 or more.  Each 
     Borrowing shall consist of Second Supplemental Advances made on the same 
     day by the Lender. The Borrower acknowledges and agrees that the Lender 
     shall not provide more than three Borrowings under the Second 
     Supplemental Facility."

          (c)  Section 2.03 of the Bridge Agreement is hereby amended in full 
to be and read as follows:  

     "SECTION 2.03.  FEES.  

               (a)  COMMITMENT FEES.  The Borrower agrees to pay the Lender 
     for its account (i) a commitment fee on the unused portion of the 
     Facility from May 16, 1997 until the Termination Date at a rate per 
     annum equal to 0.5% per annum, payable in arrears, on the Termination 
     Date; (ii) a commitment fee on the unused portion of the First 
     Supplemental Facility from September 18, 1997 until the First 
     Supplemental Termination Date at a rate per annum equal to 0.5% per 
     annum, payable in arrears, on the First Supplemental Termination Date 
     and (iii) a commitment fee on the unused portion of the Second 
     Supplemental Facility from November 17, 1997 until the Second 
     Supplemental Termination Date at a rate per annum equal to 0.5% per 
     annum, payable in arrears, on the Second Supplemental Termination Date.  

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               (b)  EXTENSION FEE.  Subject to Section 2.04(b), the Borrower 
     agrees to pay the Lender for its account an extension fee equal to 
     $225,000 (the "EXTENSION FEE") at the Extension Date.

               (c)  UPFRONT FIRST SUPPLEMENTAL FEE.  The Borrower agrees to 
     pay the Lender for its account an upfront fee equal to $125,000 on 
     September 18, 1997.

               (d)  UPFRONT SECOND SUPPLEMENTAL FEE.  The Borrower agrees to 
     pay the Lender for its account an upfront fee equal to $117,500 on 
     November 17, 1997."

          (d)  Section 5.02 of the Bridge Agreement is hereby amended as 
follows:

          (i)  Section 5.02(a)(ii) of the Bridge Agreement is hereby amended 
     by amending the proviso at the end thereof to be and read as follows: 
     "PROVIDED FURTHER that the aggregate principal amount of the 
     indebtedness secured by the Liens referred to in this clause (ii) shall 
     not exceed $166,800,000 (or the equivalent in any other currency) at any 
     time outstanding;"

          (ii) Section 5.02(b)(ii) of the Bridge Agreement is hereby amended 
     to be and read as follows:  "(ii) Debt Secured by Liens permitted by 
     Section 5.02(a)(ii) not to exceed $166,800,000 (or the equivalent in any 
     other currency) at anytime outstanding;"

          (iii) Section 5.02(g) of the Bridge Agreement is hereby amended 
     by amending the proviso at the end thereof to be and read as follows: 
     "PROVIDED that nothing in this Section 5.02(g) shall be deemed to 
     prohibit dividends or distributions paid to the Borrower by its 
     Subsidiaries the proceeds of which are used to repay the aggregate 
     principal amount of Advances then outstanding."

          (iv) Section 5.02(m) of the Bridge Agreement is hereby amended by 
     adding a proviso at the end thereof to be and read as follows:  
     "PROVIDED that nothing in this Section 5.02(m) shall be deemed to 
     require that intercompany loans made or issued by the Borrower as credit 
     support in connection with transactions permitted by Section 5.02(a)(ii) 
     and Section 5.02(b)(ii) of the Agreement be upon fair and reasonable 
     terms not less favorable to the Borrower or its Subsidiaries than 
     transactions on an arm's-length basis with a Person not an Affiliate."

          2.   This Bridge Agreement Supplement shall not become effective 
unless and until:

          (i) all of the conditions set forth in Section 3.01 of the Bridge 
     Agreement shall have been satisfied with respect to the Second 
     Supplemental Facility,

          (ii) the Lender shall have received (A) counterparts of this Bridge 
     Agreement 

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     Supplement No. 2 executed by all of the parties hereto, (B) counterparts 
     of the Guaranty Amendment and Consent No. 2 executed by STHL (the "STHL 
     GUARANTY AMENDMENT NO. 2"), and the Guaranty Amendment and Consent No. 2 
     executed by VCFC (the "VCFC GUARANTY AMENDMENT NO. 2"), each in the form 
     attached hereto as Exhibits B and C, respectively, (C) counterparts of 
     the Third Waiver Agreement executed by all of the parties thereto and 
     (D) evidence that all necessary corporate action and all necessary 
     governmental and third party approvals, consents and registrations 
     relating to the execution, delivery and performance of this Bridge 
     Agreement Supplement No. 2, the Third Waiver Agreement and the 
     obligations hereunder and thereunder have been duly taken, made or 
     obtained and remain in full force and effect, and

          (iii) provided that, (A) the representations and warranties 
     contained in Article IV of the Bridge Agreement and Section 6 of each of 
     the Guaranties are correct on and as of the date hereof as though made 
     on and as of such date (other than such representations or warranties 
     that, by their terms, refer to a date other than the date hereof), and 
     (B) no event has occurred or is continuing, or would result from the 
     execution, delivery or performance of this Bridge Agreement Supplement 
     No. 2, that constitutes an Event of Default under the Bridge Agreement.

          3.   The effectiveness of this Bridge Agreement Supplement No. 2 is
conditioned upon the accuracy of the factual matters described herein.

          4.   [INTENTIONALLY OMITTED]

          5.   On and after the effectiveness of this Bridge Agreement 
Supplement No. 2, (i) each reference in the Bridge Agreement to "this 
Agreement", "hereunder", "hereof" or words of like import referring to the 
Bridge Agreement, and (ii) each reference in each of the Guaranties to the 
"Credit Agreement", "thereunder", "thereof" or words of like import referring 
to the Bridge Agreement, shall mean and be a reference to the Bridge 
Agreement, as amended by the First Waiver Agreement, the Bridge Agreement 
Supplement No. 1, this Bridge Agreement Supplement No. 2, the Second Waiver 
Agreement and the Third Waiver Agreement.

          6.   The Bridge Agreement, as specifically amended and supplemented 
by this Bridge Agreement Supplement No. 2, is and shall continue to be in 
full force and effect and is hereby in all respects ratified and confirmed.  
The execution, delivery and effectiveness of this Bridge Agreement Supplement 
No. 2 shall not, except as expressly provided herein, operate as a waiver of 
any right, power or remedy of the Lender under the Bridge Agreement or either 
of the VCFC Guaranty or the STHL Guaranty, nor constitute a waiver of any 
provision of the Bridge Agreement or either of the VCFC Guaranty or the STHL 
Guaranty.
 
          7.   This Bridge Agreement Supplement No. 2 may be executed in any

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number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.  Delivery of
an executed counterpart of a signature page to this Bridge Agreement Supplement
No. 2 by telecopier shall be effective as delivery of a manually executed
counterpart of this Bridge Agreement Supplement No. 2.

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          8.   This Bridge Agreement Supplement No. 2 shall be governed by, 
and shall be construed in accordance with, New York law.

          IN WITNESS WHEREOF, the parties hereto have caused this Bridge 
Agreement Supplement No. 2 to be executed by their respective officers 
thereunto duly authorized, as of the date first above written.   



                                   STAR DIGITEL LIMITED, as the
                                   Borrower


                                   By: ________________________________
                                         Name:
                                         Title:


                                   THE TORONTO-DOMINION BANK, as 
                                   the Lender


                                   By: ________________________________
                                         Name:
                                         Title: