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                                                                    Exhibit 4.25

                              [English Translation]

                      TELECOMMUNICATIONS SERVICES AGREEMENT

This Agreement was entered into on 10 April 2002 in Wuhan City, Hubei Province,
the People's Republic of China (hereinafter the "PRC") by and between:

Hubei Mobile Communication Company Limited (hereinafter referred to as "PARTY
A"), Address: 10 Jiangxin Road, Jianghan District, Wuhan City

And

Hubei Communications Service Company (hereinafter referred to as "PARTY B"),
Address: 10 Jiangxin Road, Jianghan District, Wuhan City

WHEREAS:

1.       Party A, a limited liability company duly established and in good
         standing under the laws of the PRC, has the legal right to engage in
         the construction of and investment in mobile telecommunications
         networks and operate mobile telecommunications and other
         telecommunications businesses;

2.       Party B, a state-owned enterprise duly established and in good standing
         under the laws of the PRC, has the legal right to engage in
         telecommunications services and other related services;

3.       To facilitate the development of its mobile telecommunications business
         and engage in standard production and operating activities, Party A
         requires certain telecommunications services from Party B;

4.       Both parties wish to conclude fair and reasonable arrangements whereby
         Party B will render the relevant telecommunications services to Party
         A.

THEREFORE, this Agreement was concluded by and between Party A and Party B, on
the basis of mutual and equitable benefit and after amicable consultation, on
the following terms and conditions:

ARTICLE 1.        SERVICES SPECIFICATIONS AND BASIC PRINCIPLES

1.1      For the purpose of this Agreement, the "Telecommunications Services"
         means part or all of the following services rendered by Party B to
         Party A:

         (1)      The planning and design of telecommunications facilities;

         (2)      The construction of telecommunications facilities (exclusive
                  of telecommunication lines and ducts construction);

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         (3)      The utilization of supplied assets and materials.

1.2      As the Telecommunications Services are to be rendered by Party B to
         Party A for a consideration, Party B may charge reasonably on the basis
         of fair market principles for its services, and Party A shall make
         payment accordingly.

1.3      The terms on which Party B renders the Telecommunications Services to
         Party A shall not be inferior to those extended by Party B to any third
         party for the same or similar services.

1.4      If, without Party B's fault, Party B is unable to provide, or is unable
         to completely provide, the Telecommunications Services, Party B shall
         give notice to Party A in a timely manner, and shall use its best
         efforts to assist Party A to obtain the same or similar services from
         other channels.

1.5      The Telecommunications Services shall be rendered for such intended
         purposes as both parties may specify and shall conform to relevant
         state-mandated standards (if any).

1.6      Party B may delegate a third party (including its subsidiaries) to
         provide certain of the Telecommunications services specified under this
         agreement to Party A on behalf of Party B, subject to obtaining the
         prior written consent of Party A.

1.7      Should a breach of this Agreement by any party cause a loss to the
         other party, the breaching party shall be responsible for the payment
         of damages to the other party to compensate for the full amount of such
         loss. However, neither party shall be liable for any loss caused from
         force majeure.

1.8      Each party shall provide all reasonable and necessary further
         assistance to the other party during the course of the performance of
         this Agreement.

1.9      Additional terms of agreement on the Telecommunications Services are
         contained in the various appendices attached to this Agreement.

ARTICLE 2                  PRICING PRINCIPLES AND PAYMENT

2.1      Service charges shall be determined according to the following
         principles:

         (1)      If there are any prevailing state-mandated or local prices
                  fixed by the state or local governments (as amended from time
                  to time), such prices shall apply, or;

         (2)      If there are any prevailing state-mandated or local prices
                  fixed by the state or local governments (as amended from time
                  to time), market prices negotiated and agreed upon by both
                  parties shall apply.

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         On basis of the above principles, the particular pricing and/or
         charging criteria hereunder are enclosed in the relevant appendices
         hereinto; the prices of the Telecommunications Services stipulated in
         the relevant official pricing documents as enclosed on the appendices
         hereinto are upper limits, and both parties shall sign the relevant
         services agreements on basis of market prices that do not exceed such
         upper limits.

2.2      The particular sum of the service charges hereunder shall be calculated
         according to such relevant PRC accounting standards as are applicable
         from time to time.

2.3      Party A shall make timely payment for the relevant services obtained
         from Party B, according to the pricing principles and standards
         provided for in this Agreement and its appendices.

2.4      Unless otherwise provided in the appendices to this Agreement, if Party
         A fails to make payment to Party B within such period as has been
         agreed upon by both parties, then Party A shall pay Party B a late
         payment penalty calculated at 0.05% of the unpaid amount, for each day
         of the late payment; if the late payment exceeds 60 days, Party B may
         give Party A written notice to terminate further services. If after 30
         days of Party A's receipt of the written notice, Party A still has not
         paid the said service charges, then Party B may, without prejudice to
         any other rights and obligations already accrued or incurred to it
         under this Agreement, terminate the said services.

ARTICLE 3                  TERM OF THIS AGREEMENT

3.1      This Agreement is valid until 31 December 2002.

3.2      Subject to compliance with applicable laws and regulations, this
         Agreement shall automatically be extended for a further year upon the
         expiration of this Agreement or the expiry of any extension hereof,
         unless Party A gives written notice to terminate this Agreement 60 days
         before such expiration.

ARTICLE 4                  REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

4.1      Party A and Party B separately represent and warrant that this
         Agreement is valid and binding on both parties.

4.2      Party B shall ensure the recruitment of sufficient qualified employees
         to provide satisfactory telecommunications services stipulated under
         this Agreement.

4.3      Party B shall ensure that its employees are prepared to receive and
         provide sufficient instructions and explanations relating to the
         Telecommunications Services, and that the services are rendered with
         reasonable care and skill, such that the services can meet the
         standards required by Party A, and warrants that no

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         harm will be caused to Party A by the acts or omissions of the Party B
         employees responsible for rendering the services.

4.4      Party A warrants that it will, in accordance with the provisions of
         this Agreement, accept the Telecommunications Services rendered by
         Party B and pay various charges, and that no harm will be caused to
         Party B by the acts or omissions of Party A.

ARTICLE 5                  FORCE MAJEURE

5.1      If, due to a force majeure event, the occurrence of which is
         unpredictable and the consequences of which are unavoidable and
         insurmountable, either party is prevented from performing this
         Agreement or the relevant obligations under its appendices in
         accordance with the agreed provisions, the affected party shall
         immediately give notice to the other party, and shall, within 15 days,
         provide the relevant detailed information and valid documents of proof
         evidencing the grounds for non-performance, partial performance, or
         withheld performance of the relevant obligations under this Agreement
         or its appendices. Depending upon the extent to which the performance
         may be affected by the force majeure event, both parties shall discuss
         and agree whether or not to terminate, partially excuse, or delay the
         performance of the obligations concerned.

ARTICLE 6                  CONFIDENTIALITY

6.1      Unless otherwise required by the relevant laws or supervisory and
         regulatory authorities, neither party shall provide or divulge to any
         other company, enterprise, organization or individual any information
         or data concerning the contents of this Agreement or relating to the
         business of the other party, unless the prior written consent of the
         other party has been obtained (and such consent shall not be
         unreasonably refused or withheld).

ARTICLE 7                  ASSIGNMENT

7.1      Without the prior written consent of the other party, neither party may
         assign or delegate any right or obligation accruing to it under this
         Agreement.

ARTICLE 8                  NO WAIVER

8.1      Unless otherwise provided by law, any failure to exercise, or delay in
         exercising any right, power or privilege to which a party is entitled
         under this Agreement shall not be construed as a waiver of such right,
         power, or privilege, and any partial exercise of such right, power, or
         privilege shall not prejudice the future exercise of such right, power,
         or privilege.

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ARTICLE 9                  NOTICE

9.1      Any notice related to this Agreement shall be made in writing and
         delivered in person, or by facsimile or post. Any notice shall be
         deemed to have been delivered at the time of handing over of the
         notice, if delivered in person; or at the time when the facsimile
         machine indicates that the facsimile has been sent, if delivered by
         facsimile; or on the fifth working day (not accounting statutory
         holidays) if delivered by post. Any notice is effective upon delivery.

9.2      The addresses for notices for both parties hereto are as follow:

Hubei Mobile Communication Company          Hubei Communications Service Company
Limited                                     Recipient:
Recipient:                                  Correspondence address: 10 Jiangxin
Correspondence address: 10 Jiangxin Road,      Road,
Jianghan District, Wuhan City               Jianghan District, Wuhan City
Post code:430013                            Post code:430013
Telephone:83519136                          Telephone:83560185
Facsimile:  83519772                        Facsimile:  83560183


ARTICLE 10                 APPLICABLE LAWS AND DISPUTE SETTLEMENT

10.1     This Agreement shall be governed by, and interpreted and enforced in
         accordance with the laws of the PRC.

10.2     Any dispute between the parties relative to the validity,
         interpretation or performance of this Agreement shall be settled
         through amicable consultation. Should the parties fail to resolve the
         dispute within 30 days from the date of the occurrence of the dispute,
         then both parties agree that such dispute shall be submitted to Wuhan
         City Arbitration Commission for arbitration in accordance with the then
         effective arbitration rules of that Commission. The arbitration award
         shall be final and binding on both parties. Except for the matter of
         dispute that is submitted for arbitration, all the remaining parts of
         this Agreement shall remain valid and effective during the arbitration.

ARTICLE 11                 EFFECTIVENESS OF THE AGREEMENT AND MISCELLANEOUS

11.1     This Agreement shall be effective upon due execution by the legal
         persons or their authorized representatives of both parties and the
         affixation of their official seals.

11.2     Party B hereby confirms that Party A may convert into a wholly
         foreign-owned enterprise during the term of this Agreement without the
         need to seek the consent or confirmation from Party B before or after
         the conversion, and the rights and liabilities of Party A under this
         Agreement will not be affected or changed by

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         such conversion of Party A. Party B will recognize the legal standing
         of the wholly foreign-owned enterprise to perform this Agreement.

11.3     Party A may terminate this Agreement if the following conditions are
         not satisfied. Upon the termination of this Agreement, with the
         exception of any rights and obligations accrued prior to such
         termination, the parties shall enjoy no further rights or bear any
         further obligation in relation to the Agreement or the termination
         thereof:

         (1)      China Mobile (Hong Kong) Limited (hereinafter "CMHK") obtained
                  waivers from the Stock Exchange of Hong Kong Limited
                  (hereinafter the "SEHK") for transactions to be carried out
                  under this Agreement which constitute "connected transactions"
                  in accordance with the Listing Rules of the SEHK; and

         (2)      the independent shareholders of CMHK, who are determined not
                  to be "connected parties" in accordance with the Listing Rules
                  of the SEHK, approve the relevant transactions.

11.4     The various appendices to this Agreement are constituent parts of this
         Agreement, and have equal effect as the main text of this Agreement. In
         the event of any discrepancy between the provisions of this Agreement's
         appendices and those of the main text of this Agreement, the former
         shall prevail.

11.5     Following discussion and agreement by both parties, this Agreement and
         its appendices may be amended or supplemented by both parties, and any
         amendment or supplement shall take effect after execution by the legal
         persons or their authorized representatives of both parties and after
         the affixation of the official seals.

11.6     This Agreement is severable. If any provision of this Agreement or its
         appendices are determined to be unlawful or unenforceable, the validity
         and enforcement of other provisions shall not be affected.

11.7     This Agreement is written in Chinese and executed in four (4) original
         counterparts, two of which shall be retained by each party. Each
         original counterpart has equal legal validity.

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Hubei Mobile Communication Company Limited

/s/ CHEN Nanjian
-------------------------------
Legal Representative or his/her
Authorized Representative

Hubei Communications Service Company

/s/ MAO Xinping
-------------------------------
Legal Representative or his/her
Authorized Representative

Appendices

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Appendix I

            THE PLANNING AND DESIGN OF TELECOMMUNICATIONS FACILITIES

1.       BASIC PRINCIPLES

1.1      Party B agrees to provide planning and design and other relevant
         services for the telecommunications engineering projects of Party A
         (including new construction works and extension works) under the terms
         and conditions of this Agreement, including, but not limited to,
         project specific research, compilation of project proposals,
         feasibility study report and engineering design documentation.

1.2      Both parties shall, in accordance with the relevant laws, regulations
         and the procedures specified by the regulatory authorities of the
         industry, separately execute specific services agreement(s) in relation
         to the concrete project, whereby such agreements will be incorporated
         into this agreement as appendices. In the specific services agreements,
         both parties shall specifically agree on the work title, location,
         size, and the estimated amount of investment of the work, and other
         matters.

1.3      Under the specific services agreement(s) executed according to the
         preceding section 1.2, the provision of, and the payment of relevant
         charges for, the concrete services shall be performed in accordance
         with the basic principles and relevant conditions stipulated in this
         Agreement.

2.       STANDARD AND PAYMENT OF DESIGN FEES

2.1      The basis for the pricing of the design fees and the pricing standard
         shall be determined in accordance with the provisions of the following
         documents: (1) Circular in relation to the Promulgation of the
         Administrative Provisions on Works Survey Design Fees, (JiJiaGe [2002]
         No. 10), by the State Development and Planning Commission and the
         Ministry of Construction; (2) Interim Provisions on Consultation Fees
         in Early Stage of Construction Project, (JiJiaGe [1999] No. 1283),
         printed and issued by the State Development and Planning Commission on
         September 10, 1999. If the above documents are superceded by other
         government documents, both parties shall use the newly issued
         government documents as the basis for pricing.

2.2      Party A shall pay Party B a deposit equivalent to 10% of the estimated
         design fees within 7 working days after the specific services
         agreement(s) take effect. The deposit will be used as the design fees
         after the performance of the Agreement. If Party A fails to perform the
         specific services agreement(s), then Party A has not right to demand
         the return of the deposit. If Party B fails to perform the specific
         services agreement(s), Party B shall return twice the amount of the
         deposit.

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2.3      Depending on the provision of the specific services agreement(s),
         design fees may be paid in installments according to the stages of
         progress of the submission of the design documents, or may be paid in a
         lump sum upon final submission of the works.

2.4      The actual design fees shall be verified and confirmed against the
         estimation cost of the preliminary design, with a refund for over
         payment or an additional payment for any deficiency, as the case may
         be.

3.       RESPONSIBILITIES OF BOTH PARTIES

3.1      Party A's responsibilities

         (1)      Party A shall be responsible for timely providing Party B with
                  basic information and documents, which are complete and
                  accurate. Party A may not require Party B to design in
                  violation of the relevant national standards.

         (2)      If Party A is late in providing the abovementioned information
                  and documents and such a delay is not more than 15 working
                  days, the delivery date of design documents by Party B shall
                  be extended by the same number of days accordingly; if the
                  delay in submission of the information and documents by Party
                  A exceeds 15 working days, Party B has the right to reset the
                  delivery date of the design documents.

         (3)      If the design is reworked by Party B due to Party A's changing
                  the assigned design project, or the size or the conditions of
                  the project, or due to errors in the submitted information or
                  subsequent material change to the submitted information, Party
                  A shall compensate Party B with the rework expenses based on
                  the actual work expended by Party B, unless the relevant
                  provisions have been revised and confirmed afresh after the
                  consultation and execution of supplementary agreement(s).

         (4)      Party A may terminate or cancel the agreement during the term
                  of this Agreement, and if Party B has not yet commenced the
                  design work, the deposit will not be refunded; if Party B has
                  commenced the design work, and if less than half of the
                  quantities for that phase is completed, then half of design
                  charge payable at that phase shall be paid; and if more than
                  half of the quantities for that phase is completed, then full
                  design charge payable at that phase shall be paid. Party B
                  shall hand over the completed work results (design documents)
                  to Party A in the circumstances where the Agreement is
                  terminated or cancelled under this section.

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         (5)      Party A's request of early delivery of design documents ahead
                  of schedule shall be subject to Party B's consent, and shall
                  not substantially deviate from reasonable design cycles. Party
                  A shall pay extra charge for such early delivery.

         (6)      For employees that Party B sends to station in Party A's site,
                  Party A shall provide them with convenient conditions on
                  working, living and moving about and also with necessary labor
                  protection equipment.

3.2      Party B's responsibilities

         (1)      Party B shall design in accordance with the relevant
                  regulations and technical specifications and standards agreed
                  upon in the specific services agreement(s). Party B shall
                  deliver design documents to Party A in accordance with the
                  contents, timing and number of copies as stipulated in the
                  specific services agreement(s), and Party B shall be
                  responsible for the quality of the submitted design documents.

         (2)      The design shall accommodate the reasonable anticipated
                  lifespan of use as shall be agreed by the parties.

         (3)      Party B is responsible for supplementing or correcting
                  omissions or errors in the design documents. For any losses
                  relating to work quality matters caused by design errors of
                  Party B, apart from the responsibility to take remedial
                  measures, Party B shall not receive payment of the design fees
                  in connection to the part of work incurring such losses, and
                  Party B shall compensate Party A based on the actual extent of
                  losses.

         (4)      If delay in delivery of design documents is attributable to
                  Party B, for each day withheld, 0.3% of the design fees shall
                  be deducted from the design fees payable to Party B. For delay
                  exceeding 30 working days, Party A has the right to terminate
                  the specific services agreement(s).

         (5)      After delivery of design documents, Party B shall, in
                  accordance with the requirement, undergo design examination
                  and checking by the relevant authority. Party B shall be
                  responsible for making the necessary adjustments and/or
                  additions (based on the conclusion of examination and
                  checking) to the contents that are not beyond the original
                  scope (of work). If the construction commences within one year
                  after the delivery date of the design documents as scheduled
                  under the Agreement, Party B shall have the obligation to
                  inform Party A and the construction team of the design basis,
                  deal with relevant design issues and participate in work
                  completion verification and acceptance. If the construction
                  commences more than one year after the delivery date of the
                  design documents as scheduled under the Agreement, Party B
                  shall be responsible for the abovementioned work and charge
                  Party A for consultation services as appropriate, according to
                  actual quantities of work. Such fees shall be separately
                  agreed upon by both parties.

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Appendix II

                THE CONSTRUCTION OF TELECOMMUNICATIONS FACILITIES
          (EXCLUSIVE OF TELECOMMUNICATION LINES AND DUCTS CONSTRUCTION)

1.       BASIC PRINCIPLES

1.1      Party B agrees to provide construction services (exclusive of lines and
         telecommunications ducts construction; same below) for the
         telecommunications works of Party A (including new construction works
         and extension works) under the terms and conditions of this Agreement.

1.2      Both parties shall, in accordance with the relevant laws, regulations
         and the procedures specified by the relevant regulatory authority of
         the industry, separately execute specific services agreement(s) in
         relation to the construction project and the number of projects,
         whereby such agreements will be incorporated into this Agreement as
         appendices.

1.3      Under the specific services agreement(s) executed according to the
         preceding section 1.2, the provision of, and the payment of relevant
         charges for, the concrete services shall be performed in accordance
         with the basic principles and relevant conditions stipulated in this
         Agreement.

1.4      Party A shall ensure that the particular construction project
         commissioned to Party B has obtained approval for project handling and
         that it timely collects the approval for commencement of work.

2.       STANDARD AND PAYMENT OF CHARGES

2.1      The basis for the pricing of the design fees and the pricing standard
         shall be performed in accordance with the provisions of the following
         documents: (1) Budget Quota of Integrated Wiring System for Buildings
         and Building Clusters and Budget Quota of Installation of Mobile
         Telecommunications Equipment (amended), (XinBuGui [2000] No. 904),
         promulgated in September 2000 by the Ministry of Information Industry;
         (2) Estimation, Budget Compilation and Expenses Quota of
         Telecommunications Construction Works, Budget Quota of
         Telecommunications Construction Works, First Volume (Telecommunications
         Equipment Works) (YouBu [1995] No. 626), by the former Ministry of Post
         and Telecommunications; (3) Type Classification Criteria of
         Telecommunications Construction Works, (YouBu [1995] No. 945), by the
         former Ministry of Post and Telecommunications. If the above documents
         are superceded by other government documents, then both parties shall
         use the newly issued government documents as the basis for pricing.

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2.2      Both parties agree that, based on the service charges stipulated in the
         abovementioned section 2.1, such service charges are to be paid in the
         following manner:

         (1)      Party A shall pay Party B a sum equivalent to 10% of the total
                  service charges within 7 working days after both parties agree
                  on each particular item of services and sign the specific
                  services agreement(s) under the abovementioned section 1.2.

         (2)      Party B shall, in accordance with the specific services
                  agreement(s), regularly provide Party A with a statement on
                  amount of work completed; Party A shall pay Party B a sum
                  equivalent to 70% of the total service charges within 10
                  working days upon the completion of all works and after
                  examination and verification that there is no error;

         (3)      After the completion and verification and acceptance of the
                  works, Party B shall, based on the time limit stipulated under
                  the specific service agreement(s), provide Party A with works
                  settlement documents; within 20 working days upon receipt of
                  the works settlement documents and after undergoing auditing,
                  Party A shall pay Party B the balance of the service charges
                  in accordance with the results of the auditing.

2.3      After the execution of the specific services agreement(s), if the
         amount of the construction increases or decreases due to a change in
         the works project's design, then based on the actual amount of work
         actually provided by Party B, the service charge shall be adjusted in
         accordance with the pricing principles and criteria stipulated under
         this Agreement and the specific services agreement(s).

3.       QUALITY ASSURANCE

3.1      Both parties shall jointly study and discuss the construction project
         before the commencement of the various specific services. Before
         construction begins, Party B shall organize its staff to learn and get
         acquainted with the blueprints of the works design, and Party B shall
         develop construction proposals satisfactory to Party A, finish
         preparatory work for the commencement of construction, and document the
         process.

3.2      Party B shall complete particular telecommunications engineering
         project on scheduled under the specific services agreement(s) according
         to relevant construction procedures, and ensure that the quality
         conforms with relevant standards and regulations, secure normal
         operation of the telecommunications system or equipment, satisfy Party
         A's reasonable demands, and timely report to Party A on the progress of
         the relevant works.

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3.3      If the service quality of Party B does not conform with the relevant
         standards and regulations, Party A may, in a reasonable manner and
         according to circumstances, reduce service charges payable to Party B.

3.4      Party A may regularly or randomly inspect the construction progress of
         Party B.

4.       EXAMINATION AND VERIFICATION OF CONSTRUCTION COMPLETION, AND
         MAINTENANCE

4.1      Party B shall notify Party A of the verification date by giving a
         written notice to this effect within 15 working days before the
         completion of each particular construction work; if Party A is unable
         to participate in the examination and verification as scheduled, Party
         A shall give prior notice to Party B and discuss with Party B to fix
         another examination and verification date.

4.2      If the completed construction work passes the examination and is
         accepted, Party B shall hand over the work to Party A within 15 working
         days after the date of examination and verification; if Party A is
         unable to take over the work in time, thereby causing losses to the
         completed work, then such losses shall be borne by Party A.

4.3      If any rework or repair and remedial work is found to be necessary on
         any part of the work during the examination and verification of the
         completed work, both parties shall, on acceptance, determine remedial
         measures and a time limit. Party B shall complete the remedial work by
         such a time limit, and then, on completion and after examination and
         acceptance, it shall be handed over to Party A. Any expenses thus
         incurred shall be borne by Party B.

4.4      Party B is responsible for maintaining the quality of the work and make
         repairs for a period of one year after the examination and verification
         of the completion of work. During the period of the abovementioned
         warranty, Party B is responsible for repairing any matters that are
         related to the quality of the work and caused by the construction, and
         Party B shall bear all the repairing charges. However, Party B shall
         take no responsibility for any loss caused by the quality defect of the
         equipment itself.

4.5      Party B shall be responsible for the repair or rework, without
         compensation, of work the construction quality of which does not
         conform to requirements. In case of any delay in delivery caused by
         repair or rework, Party B shall be liable to a delay penalty.

4.6      If Party B fails to complete as scheduled under the specific services
         agreement(s), then for each day withheld, Party B shall pay Party A a
         delay penalty at a rate equivalent to 0.3% of the total service charges
         stipulated under the specific services agreement(s).

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APPENDIX III

                THE UTILIZATION OF SUPPLIED ASSETS AND MATERIALS

1.       PROPERTY USE AND FUNCTION

1.1      Party B agrees to provide to Party A a number of premises of its own
         ("Proprietary Property") and premises of a third party with the use
         right (the "Third Party's Property"), in accordance with the
         requirements stated by Party A from time to time.

         Among the premises used by Party A when this Agreement is signed, the
         list of self owned premises of Party B is stated in Schedule 1 to this
         appendix, while the list of third party's premises is stated in
         Schedule 2 to this appendix.

         Party A may, during the term of this Agreement, demand to increase or
         decrease the number of the premises in accordance with Party A's
         operational needs, and Party B shall satisfy such requirements as
         practicable as possible.

1.2      Party A shall use the premises as mentioned in section 1.1 for such
         legal purposes as offices, retail outlets, and for operation.

2.       LEASING FEE AND ITS PAYMENT

2.1      For uses of Party B's abovementioned Proprietary Property by Party A,
         Party A shall pay a leasing fee according to market rental value (real
         estate management fee included). Specific leasing fees stipulated in
         accordance with such principles are stated in the Schedule 1 to this
         appendix.

2.2      For uses of the abovementioned Third Party's Property by Party A, Party
         A shall only need to pay such leasing fee as was actually paid by Party
         B to the third party (such royalty is subject to Party A's prior review
         and confirmation) as well as taxes and levies stipulated by the
         government. Party B shall not demand any other charges from Party A.

2.3      Party A shall verify the number of premises by March 15th and September
         15th each year and pay the leasing fee for the first half year and the
         second half year by March 25th and September 25th, respectively, of the
         current year.

2.4      For arrears in royalty payment by Party A, an overdue penalty
         equivalent to 0.03% of the arrears shall be paid by Party A to Party B
         for each day of arrears.

2.5      Party B shall be liable for all taxes related to the Party B's
         Proprietary Property that is used by Party A.

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3.       REPRESENTATIONS AND WARRANTIES

3.1      Party B warrants that it has the right to provide the abovementioned
         Proprietary Property and Third Party's Property for Party A's use. If
         the property right and /or use right vested in the abovementioned
         property are challenged and, for any reason and in any circumstances,
         thereby causing Party A's rights of use under this appendix to be
         incapable of being realized or suffer other losses, then Party B agrees
         to bear responsibility and compensate Party A for all the direct
         monetary losses caused to Party A.

3.2      Party A warrants that Party A will compensate Party B for all the
         direct monetary losses incurred by Party B arising from any damage to
         or loss of the abovementioned properties caused by Party A.

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