Exhibit 4(h)

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                            DATED 21ST DECEMBER 2001


                         HK$2,050,000,000 TERM LOAN AND
                      STANDBY LETTER OF CREDIT FACILITIES

                                    Between

                          PACIFIC CENTURY HKT LIMITED
                                  as Borrower


                       PACIFIC CENTURY CYBERWORKS LIMITED
                                  as Guarantor

                        EXCEL BRIGHT PROPERTIES LIMITED
                               GAIN SCORE LIMITED
                                  as Obligors

             INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED
                           as Co-ordinating Arranger


                      THE BANKS AND FINANCIAL INSTITUTIONS
                            named herein as Lenders


                                      and


                  THE INDUSTRIAL AND COMMERCIAL BANK OF CHINA,
                                HONG KONG BRANCH
                                    as Agent



                                 Herbert Smith
                          23rd Floor, Gloucester Tower
                                  The Landmark
                                    Central
                                   Hong Kong

                           (Ref: 2394/5054/30822918)


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<PAGE>


                               TABLE OF CONTENTS



                                   SECTION 1
                                 INTERPRETATION

1.    DEFINITIONS AND INTERPRETATION ..........................................1

                                   SECTION 2
                                 THE FACILITIES

2.    THE FACILITIES .........................................................12
3.    PURPOSE ................................................................12
4.    CONDITIONS OF DRAWDOWN AND UTILISATION .................................13

                                   SECTION 3
                                    DRAWDOWN

5.    DRAWDOWN................................................................14

                                   SECTION 4
                     REPAYMENT, PREPAYMENT AND CANCELLATION

6.    REPAYMENT...............................................................18
7.    PREPAYMENT AND CANCELLATION ............................................18

                                   SECTION 5
                               INTEREST AND FEES

8.    INTEREST ...............................................................21
9.    INTEREST PERIODS .......................................................22
10.   RIGHT OF SBLC LENDERS ..................................................22
11.   PAYMENTS IN RESPECT OF SBLCS ...........................................24
12.   CHANGES TO THE CALCULATION OF INTEREST .................................26
13.   FEES ...................................................................27

                                   SECTION 6
                         ADDITIONAL PAYMENT OBLIGATIONS

14.   TAX GROSS-UP AND INDEMNITIES ...........................................29
15.   INCREASED COSTS ........................................................30
16.   OTHER INDEMNITIES ......................................................31
17.   MITIGATION BY THE FINANCE PARTIES ......................................33
18.   EXPENSES ...............................................................33
19.   COSTS ..................................................................33

<PAGE>

                                   SECTION 7
                                   GUARANTEE

20.   GUARANTEE AND INDEMNITY ................................................34

                                   SECTION 8
              REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

21.   REPRESENTATIONS ........................................................37
22.   INFORMATION UNDERTAKINGS ...............................................40
23.   GENERAL UNDERTAKINGS ...................................................41
24.   EVENTS OF DEFAULT ......................................................44

                                   SECTION 9
                               CHANGES TO PARTIES

25.   CHANGES TO THE LENDERS .................................................48
26.   CHANGE TO THE BORROWER .................................................51

                                   SECTION 10
                              THE FINANCE PARTIES

27.   ROLE OF THE AGENT AND THE CO-ORDINATING ARRANGER .......................52
28.   CONDUCT OF BUSINESS BY THE FINANCE PARTIES .............................56
29.   SHARING AMONG THE LENDERS ..............................................56

                                   SECTION 11
                                 ADMINISTRATION

30.   PAYMENT MECHANICS ......................................................59
31.   SET-OFF ................................................................61
32.   NOTICES ................................................................61
33.   CALCULATIONS AND CERTIFICATES ..........................................62
34.   PARTIAL INVALIDITY .....................................................63
35.   REMEDIES AND WAIVERS ...................................................63
36.   AMENDMENTS AND WAIVERS .................................................63
37.   COUNTERPARTS ...........................................................64

                                   SECTION 12
                         GOVERNING LAW AND ENFORCEMENT

38.   GOVERNING LAW ..........................................................65
39.   ENFORCEMENT.............................................................65
SCHEDULE 1 THE ORIGINAL LENDERS ..............................................67
SCHEDULE 2 CONDITIONS PRECEDENT ..............................................68

<PAGE>

SCHEDULE 3 REQUESTS ..........................................................71
SCHEDULE 4 FORM OF TRANSFER CERTIFICATE ......................................73
SCHEDULE 5 FORM OF SBLC ......................................................75
SCHEDULE 6 SBLC REDUCTION SCHEDULE ...........................................77
SCHEDULE 7 FORM OF SBLC APPLICATION ..........................................78
SCHEDULE 8 FORM OF SBLC AMENDMENT APPLICATION ................................79
SCHEDULE 9 PRC PROPERTIES ....................................................80
SCHEDULE 10 LEASING ACCOUNT REPORT ...........................................81


<PAGE>

THIS AGREEMENT is dated 21st December 2001 and made between:

(1)    PACIFIC CENTURY HKT LIMITED (to be renamed PROFIT CENTURY FINANCE NO. 2
       LIMITED) (the "Borrower");

(2)    PACIFIC CENTURY CYBERWORKS LIMITED (the "Guarantor");

(3)    EXCEL BRIGHT PROPERTIES LIMITED (the "Chargor");

(4)    GAIN SCORE LIMITED ("Gain Score"), a company incorporated in the British
       Virgin Islands;

(5)    INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED (the
       "Co-ordinating Arranger");

(6)    THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders
       (the "Original Lenders");

(7)    THE INDUSTRIAL AND COMMERCIAL BANK OF CHINA, HONG KONG BRANCH as agent
       of the Lenders (the "Agent");

IT IS AGREED as follows:

                                   SECTION 1

                                 INTERPRETATION

1.     DEFINITIONS AND INTERPRETATION

1.1    Definitions

       In this Agreement:

       "Account Charge" means the account charge given or to be given by the
       RMB Borrower in favour of the Beneficiary over the Charged Account.

       "Affiliate" means, in relation to any person, a Subsidiary of that
       person or a Holding Company of that person or any other Subsidiary of
       that Holding Company.

       "Agreement Date" means the date of this Agreement.

       "Arrangement Fee Letter" means an arrangement fee letter of even date
       between the Co-ordinating Arranger and the Borrower, setting out the
       arrangement fees payable by the Borrower under Clause 13.4 (Arrangement
       fee).

       "Authorization" means an authorization, consent, approval, resolution,
       licence, exemption, filing or registration.

       "Availability Period" means the period from and including the Agreement
       Date to and including 31st December 2002 or the date on which all
       Available Commitments are reduced to zero whichever is the earlier.

       "Available Commitment" means the aggregate for the time being of the
       Available Term Loan Commitment and Available SBLC Commitment.


                                                                              1
<PAGE>

       "Available Facility" means the aggregate for the time being of the
       Available Term Loan Facility and the Available SBLC Facility.

       "Available SBLC Commitment" means an SBLC Lender's Commitment minus the
       amount of its participation in any issue of an SBLC.

       "Available SBLC Facility" means the aggregate for the time being of each
       SBLC Lender's Available SBLC Commitment.

       "Available Term Loan Commitment" means a Term Loan Lender's Commitment
       minus:

       (a)    the amount of its participation in any outstanding Loans; and

       (b)    in relation to any proposed Drawdown, the amount of its
              participation in any Loans that are due to be made on or before
              the proposed Drawdown Date.

       "Available Term Loan Facility" means the aggregate for the time being of
       each Term Loan Lender's Available Term Loan Commitment.

       "Beneficiary" means The Industrial and Commercial Bank of China, Head
       Office.

       "Break Costs" means the amount (if any) by which:

       (a)    the interest which a Lender should have received for the period
              from the date of receipt of all or any part of its participation
              in a Loan or Unpaid Sum to the last day of the current Interest
              Period in respect of that Loan or Unpaid Sum, had the principal
              amount or Unpaid Sum received been paid on the last day of that
              Interest Period;

       exceeds:

       (b)    the amount which that Lender would be able to obtain by placing
              an amount equal to the principal amount or Unpaid Sum received by
              it on deposit with a leading bank in the Hong Kong interbank
              market for a period starting on the Business Day following
              receipt or recovery and ending on the last day of the current
              Interest Period.

       "Business Day" means a day (other than a Saturday or a Sunday) on which
       commercial banks are open for business in Hong Kong and where such term
       is used in relation to the issue of or any payment under an SBLC, the
       PRC.

       "Car Parks" means the car parks owned by the RMB Borrower comprising
       part of Pacific Century Place, Beijing 2A Worker's Stadium Road, North
       Chaoyang District, Beijing, PRC.

       "Charged Account" means the operating account held with ICBC in the name
       of the RMB Borrower into which the RMB Borrower shall deposit proceeds
       from the PRC Properties in accordance with the RMB Facility Documents.


                                                                              2
<PAGE>


       "Commitment" means:

       (a)    in relation to an Original Lender, the amount set opposite its
              name under the heading "Commitment" in Schedule 1 (The Original
              Lenders) and the amount of any other Commitment transferred to it
              under this Agreement; and

       (b)    in relation to any other Lender, the amount of any Commitment
              transferred to it under this Agreement,

       to the extent not cancelled, reduced or transferred by it under this
       Agreement.

       "Debenture" means the debenture entered into or to be entered into by
       Gain Score in favour of ICBC to secure the obligations of the Borrower
       and the RMB Borrower under the HKD Facilities and the RMB Facility
       respectively.

       "Default" means an Event of Default or any event or circumstance
       specified in Clause 24 (Events of Default) which would (with the expiry
       of a grace period, the giving of notice, the making of any determination
       under the Finance Documents or any combination of any of the foregoing)
       be an Event of Default.

       "Drawdown" means a drawdown of the Term Loan Facility.

       "Drawdown Date" means the date of a Drawdown, being the date on which
       the relevant Loan is to be made.

       "Drawdown Request" means a notice substantially in the form set out in
       Part I of Schedule 3 (Requests).

       "Expiry Date" means, in relation to an SBLC, 14 Business Days after the
       earlier of:

       (a)    the Repayment Date;

       (b)    the date upon which the RMB Loan in respect of which such SBLC
              was issued together with all interest thereon and all other
              amounts payable to the Beneficiary under the RMB Loan Agreement
              relating thereto have been irrevocably and unconditionally repaid
              or prepaid in full; and

       (c)    the date upon which the Principal Amount of that SBLC (as
              determined in accordance with the terms of that SBLC) is
              irrevocably reduced to zero in accordance with the terms of this
              Agreement.

       "Event of Default" means any event or circumstance specified as such in
       Clause 24 (Events of Default).

       "Facilities" means the Term Loan Facility and the SBLC Facility.

       "Facility Office" means the office or offices notified by a Lender to
       the Agent in writing on or before the date it becomes a Lender (or,
       following that date, by not less than five Business Days' written
       notice) as the office or offices through which it will perform its
       obligations under this Agreement.


                                                                              3
<PAGE>


       "Finance Documents" means this Agreement, the Security Documents, the
       RMB Facility Documents, the Arrangement Fee Letter, the ICBC HK
       Indemnity Letter, the PCCW Indemnity Letter, each SBLC and any other
       document designated as such by the Agent and the Borrower and "Finance
       Document" shall mean any or a specific one of them as the context
       requires.

       "Finance Party" means the Agent, the Co-ordinating Arranger or a Lender.

       "Financial Indebtedness" means any indebtedness for or in respect of:

       (a)    moneys borrowed;

       (b)    any acceptance credit;

       (c)    any bonds, notes, debentures, loan stock or any similar
              instrument;

       (d)    any lease or hire purchase contract which would, in accordance
              with generally accepted accounting principles in Hong Kong, be
              treated as a finance or capital lease;

       (e)    receivables sold or discounted (other than on a non-recourse
              basis);

       (f)    any amount raised under any other transaction having the
              commercial effect of a borrowing;

       (g)    any derivative or hedging transaction entered into in connection
              with protection against or benefit from fluctuation in any rate
              or price (and, when calculating the value of any derivative
              transaction, only the marked to market value shall be taken into
              account);

       (h)    any counter indemnity obligation in respect of a guarantee,
              indemnity, bond, standby or documentary letter of credit or any
              other instrument issued by a bank or financial institution; and

       (i)    the amount of any liability in respect of any guarantee or
              indemnity for any of the items referred to in paragraphs (a) to
              (h) above.

       "FX Cushion" means, at any time, the percentage of the HK$ amount of the
       total SBLCs issued under this Agreement being at least 105% of the RMB
       equivalent amount of the outstanding principal due to the Beneficiary
       under the RMB Facility. For the purposes of the FX Cushion, the exchange
       rate between HK$ and RMB shall be determined by the Agent in its sole
       discretion (using the exchange rate for such currencies as is generally
       applicable at the relevant time to transactions to which it is a party).

       "Group" means the Borrower, the Guarantor, the RMB Borrower, Gain Score
       and the Chargor.

       "HIBOR" means, in relation to the determination of the relevant rate of
       interest for a period,

       (i)    the rate designated as "FIXING@11:00" (or any other designation
              which may from time to time replace that designation or, if no
              such designation appears, the arithmetic average (rounded
              upwards, to five decimal places) of the


                                                                              4
<PAGE>

              displayed rates) appearing under the headings "HONG KONG
              INTERBANK OFFERED RATES (HK DOLLAR)" on the Reuters Screen
              "HIBOR1 = R" Page (or, if that Reuters Screen "HIBOR1 = R" Page
              is not available, its successor page as the Agent may in its
              absolute discretion determine or from such other source as the
              Agent may in its absolute discretion determine), for that period
              (or, if there is no identical period, such period as is nearly
              comparable to that period as the Agent may in its absolute
              discretion determine), at or about 11:00 a.m. (Hong Kong time) on
              the relevant Quotation Date (the "Reuters HIBOR Rate"), or

       (ii)   if the applicable Reuters HIBOR Rate is not available before
              12:00 noon (Hong Kong time) on the first day of that period or if
              at any time the Agent determines in its absolute discretion that
              there is no nearly comparable period as mentioned in (i) above,
              the interest rate at which HK Dollar deposits are offered to the
              Agent in the Hong Kong inter-bank market at 12:00 noon (Hong Kong
              time) on the first day of the relevant Quotation Date for a
              period equivalent to the relevant required period (or, if the
              period is not the same, such period as is nearly comparable
              thereto as the Agent determines) in an amount comparable to the
              Loan or any unpaid sum.

       "HK Dollars" or "HK$" means the lawful currency for the time being of
       Hong Kong.

       "HKD Facilities" means the Term Loan Facility and the SBLC Facility.

       "HKD Finance Documents" means all the Finance Documents save for the RMB
       Facility Documents.

       "Holding Company" means, in relation to a company or corporation, any
       other company or corporation in respect of which it is a Subsidiary.

       "ICBC" means The Industrial and Commercial Bank of China.

       "ICBC HK" means The Industrial and Commercial Bank of China, Hong Kong
       Branch.

       "ICBC HK Indemnity Letter" means an indemnity letter entered into or to
       be entered into by ICBC HK in favour of the Beneficiary in relation to
       the RMB Facility.

       "Interest Period" means, in relation to a Loan, each period determined
       in accordance with Clause 9 (Interest Periods) and, in relation to an
       Unpaid Sum, each period determined in accordance with Clause 8.3
       (Default interest).

       "Issue Date" means, in relation to the issue of an SBLC, the date on
       which it is proposed in the relevant SBLC Application that it be opened
       or, after it has been opened, the date on which it was opened.

       "Lender" means:

       (a)    any Original Lender; and

       (b)    any bank or financial institution which has become a Party in
              accordance with Clause 25 (Changes to the Lenders),


                                                                              5
<PAGE>

       which in each case has not ceased to be a Party in accordance with the
       terms of this Agreement.

       "Loan" means a loan made or to be made under the Term Loan Facility or
       the principal amount outstanding for the time being of that loan.

       "Loan to Value Ratio" means, at any time, the percentage of the
       outstanding balance (including all amounts drawndown or to be drawndown
       pursuant to a Drawdown Request (or the equivalent thereof under the RMB
       Facility)) of the Term Loan Facility and the RMB Facility at such time
       to the aggregate open market value at such time of the PRC Properties
       mortgaged in favour of the Beneficiary plus the value of such other
       security acceptable to the Lenders pursuant to Clause 23.8 (Loan to
       Value Ratio).

       "Major Subsidiaries" means from time to time any Subsidiary of the
       Guarantor whose gross revenues exceeds 20% of the consolidated gross
       revenues of the Guarantor and its Subsidiaries, as specified in the most
       recent consolidated financial statements of the Guarantor.

       "Majority Lenders" means:

       (a)    if there are no Loans or SBLCs then outstanding, a Lender or
              Lenders whose Commitments aggregate more than 66 2/3 per cent. of
              the Total Commitments (or, if the Total Commitments have been
              reduced to zero, aggregated more than 66 2/3 per cent. of the
              Total Commitments immediately prior to the reduction); or

       (b)    at any other time, a Lender or Lenders whose participations in
              the Loans and/or the SBLCs then outstanding aggregate more than
              66 2/3 per cent. of all the Loans and/or the SBLCs then
              outstanding.

       "Margin" means one point four five per cent. (1.45%) per annum.

       "Material Adverse Effect" means, in respect of any Obligor, an effect on
       the financial condition or operations of that Obligor, or the ability of
       that Obligor to comply with its obligations under the Finance Documents,
       that is in the reasonable opinion of the Majority Lenders, material and
       adverse.

       "Month" means a period starting on one day in a calendar month and
       ending on the numerically corresponding day in the next calendar month,
       except that:

       (a)    if the numerically corresponding day is not a Business Day, that
              period shall end on the next Business Day in that calendar month
              in which that period is to end if there is one, or if there is
              not, on the immediately preceding Business Day; and

       (b)    if there is no numerically corresponding day in the calendar
              month in which that period is to end, that period shall end on
              the last Business Day in that calendar month.

       The above rules will only apply to the last Month of any period.

       "Mortgages" means the mortgages given or to be given by the RMB Borrower
       in favour of the Beneficiary in relation to the PRC Properties and
       "Mortgage" means any of them.


                                                                              6
<PAGE>

       "Obligors" means the Borrower, the Guarantor, Gain Score and the Chargor
       and "Obligor" shall mean any or a specific one of them as the context
       requires.

       "Original Financial Statements" means:

       (a)    in relation to the Guarantor, its audited consolidated financial
              statements for its financial year ended 31st December 2000;

       (b)    in relation to Gain Score, its audited financial statements for
              its financial year ended 31st December 2000;

       (c)    in relation to the Borrower and the Chargor, its audited
              financial statements for its financial year ended 31st December
              2002.

       "Party" means a party to this Agreement and includes its successors in
       title, permitted assigns and permitted transferees.

       "Permitted Disposal" means in respect of the RMB Borrower:

       (1)    any sale of any unit of the PRC Properties for a consideration
              not less than 80% of the market price of the subject PRC Property
              (as set out in the most recent valuation report);

       (2)    any lease of any unit of the PRC Properties for a rental not less
              than 80% of the prevailing rental price of the subject PRC
              Property (determined on a portfolio basis);

       (3)    any other sales of any unit of the PRC Properties, subject to a
              maximum aggregate amount of such sales in any calendar year of
              HK$200 million (or its equivalent in any other currency or
              currencies); and

       in respect of Gain Score, any transfer by Gain Score of its interests in
       Beijing Jingwei Property Management Co. Ltd. to a Subsidiary of the
       Guarantor.

       "Permitted Purchases" means a purchase of (1) any property forming part
       of the PRC Properties and (2) any other assets for an aggregate
       consideration not exceeding HK$20,000,000 (or its equivalent in any
       other currency or currencies) in any year.

       "Permitted Indebtedness" means, in respect of any year, Financial
       Indebtedness of the RMB Borrower which, when aggregated with all other
       Financial Indebtedness incurred by the RMB Borrower during such year not
       exceeding HK$20,000,000 (or its equivalent in any other currency or
       currencies).

       "PCCW Indemnity Letter" means an indemnity letter entered into or to be
       entered into by the Guarantor in favour of ICBC HK in relation to the
       obligations of ICBC HK under the ICBC HK Indemnity Letter.

       "PRC" means the People's Republic of China.

       "PRC Properties" means Pacific Century Place Beijing the details of
       which are set out in Schedule 9.


                                                                              7
<PAGE>


       "Proportion" means, in respect of an SBLC Lender, its SBLC Commitment
       divided by the Total SBLC Commitments, both determined as at the Issue
       Date of the relevant SBLC (but subject to any variation thereof pursuant
       to Clause 25 (Changes to the Lenders)).

       "Principal Amount" means, in relation to an SBLC, the amount stated
       therein as being the principal amount of that SBLC.

       "Quotation Date" means, in relation to any period for which an interest
       rate is to be determined in accordance with the terms of this Agreement,
       the day on which quotations would ordinarily be given by prime banks in
       the Hong Kong interbank market for deposits in HK Dollars for delivery
       on the first day of that period.

       "Repayment Date" means (i) for the Term Loan Facility, 20th December
       2008, and (ii) for the SBLC Facility, 20th January 2009.

       "Repeating Representations" means each of the representations set out in
       Clause 21 (Representations) except Clauses 21.7 (Deduction of Tax) and
       21.8 (No filing or stamp taxes).

       "RMB" means the lawful currency for the time being of the PRC.

       "RMB Borrower" means Beijing Jing Wei House and Land Estate Development
       Co. Ltd., a sino-foreign co-operative joint venture established under
       the laws of the PRC.

       "RMB Commitment" means the commitment of the Beneficiary under the RMB
       Facility as determined in accordance with the terms of the RMB Facility
       Documents.

       "RMB Facility" means the RMB1,300,000,000 facility provided by the
       Beneficiary to the RMB Borrower under the RMB Loan Agreements.

       "RMB Facility Agreement" means the RMB facility agreement entered or to
       be entered into by the Beneficiary as lender and the RMB Borrower as
       borrower in relation to the RMB Facility.

       "RMB Facility Documents" means the RMB Loan Agreements, the RMB Facility
       Agreement, the Mortgages and the Account Charge.

       "RMB Loan" means a RMB loan made or to be made under the RMB Facility or
       the principal amount outstanding of that loan.

       "RMB Loan Agreements" means each of the RMB loan agreements entered into
       or to be entered into between the Beneficiary as lender and the RMB
       Borrower as borrower in relation to the RMB Facility and pursuant to the
       terms of the RMB Facility Agreement and "RMB Loan Agreement" shall mean
       any of them.

       "Rollover Notice" means a notice substantially in the form set out in
       Part II of Schedule 3 (Requests) given in accordance with Clause 9
       (Interest Periods).

       "SBLC" means each standby letter of credit issued by the Agent, as agent
       for and on behalf of the SBLC Lenders, substantially in the form of
       Schedule 6.

       "SBLC Amendment Application" means a notice substantially in the form of
       Schedule 8.


                                                                              8
<PAGE>

       "SBLC Application" means a notice substantially in the form set out in
       Schedule 7.

       "SBLC Commitment" means in relation to an SBLC Lender, the amount set
       out opposite its name in Part II of Schedule 1 as reduced, cancelled,
       varied, increased or assumed (as the case may be) in accordance with the
       terms of this Agreement.

       "SBLC Facility" means the SBLC facility made available under this
       Agreement as described in Clause 2 (The Facilities).

       "SBLC Issuance Fee" means any issuance fee payable by the Borrower to
       the Agent for the account of the SBLC Lenders pursuant to Clause 11.5
       (SBLC Issuance Fee).

       "SBLC Lenders" means those Lenders which have a SBLC Commitment.

       "Security" means a mortgage, charge, pledge, lien or other security
       interest securing any obligation of any person or any other agreement or
       arrangement having a similar effect.

       "Security Documents" means the Debenture and the Share Charge and
       "Security Document" shall mean either of them.

       "Share Charge" means the share charge entered or to be entered into by
       the Chargor over its shares in Gain Score in favour of ICBC to secure
       the obligations of the Borrower and the RMB Borrower under the HKD
       Facilities and the RMB Facility respectively.

       "Subsidiary" of a person means any company or entity directly or
       indirectly controlled by such person, for which purpose "control" means
       either ownership of more than 50 per cent. of the voting share capital
       (or equivalent right of ownership) of such company or entity or power to
       direct its policies and management whether by contract or otherwise.

       "Tax" means any tax, levy, impost, duty or other charge or withholding
       of a similar nature (including any penalty or interest payable in
       connection with any failure to pay or any delay in paying any of the
       same).

       "Term Loan Commitment" means in relation to a Term Loan Lender, the
       amount set out opposite its name on Part I of Schedule 1 as reduced,
       cancelled, varied, increased or assumed (as the case may be) in
       accordance with the terms of this Agreement.

       "Term Loan Facility" means the term loan facility made available under
       this Agreement as described in Clause 2 (The Facilities).

       "Term Loan Lenders" means each Lender whose name appears in Part I of
       Schedule 1 in its capacity as a participant in the Term Loan Facility.

       "Total Commitments" means the aggregate of the Total Term Loan
       Commitments and the Total SBLC Commitments being HK$2,050,000,000 as at
       the Agreement Date.

       "Total SBLC Commitments" means the aggregate from time to time of all
       the SBLC Commitments.


                                                                              9
<PAGE>

       "Total Term Loan Commitments" means the aggregate from time to time of
       all the Term Loan Commitments.

       "Transfer Certificate" means a certificate substantially in the form set
       out in Schedule 4 (Form of Transfer Certificate) or any other form
       agreed between the Agent and the Borrower.

       "Transfer Date" means, in relation to a transfer, the later of:

       (a)    the proposed Transfer Date specified in the Transfer Certificate;
              and

       (b)    the date on which the Agent executes the Transfer Certificate.

       "Unpaid Sum" means any sum due and payable but unpaid by an Obligor
       under the Finance Documents.

       "US$" means the lawful currency of the United States of America.

1.2    Construction

       1.2.1  Any reference in this Agreement to:

              (A)    "assets" includes present and future properties, revenues
                     and rights of every description;

              (B)    a "Finance Document" or any other agreement or instrument
                     is a reference to that Finance Document or other agreement
                     or instrument as amended or novated;

              (C)    "indebtedness" includes any obligation (whether incurred
                     as principal or as surety) for the payment or repayment of
                     money, whether present or future, actual or contingent;

              (D)    a "person" includes any person, firm, company,
                     corporation, government, state or agency of a state or any
                     association, trust or partnership (whether or not having
                     separate legal personality) or two or more of the
                     foregoing;

              (E)    a "regulation" includes any regulation, rule, official
                     directive, request or guideline (whether or not having the
                     force of law) of any governmental, intergovernmental or
                     supranational body, agency, department or regulatory,
                     self-regulatory or other authority or organisation;

              (F)    a provision of law is a reference to that provision as
                     amended or re-enacted; and

              (G)    unless a contrary indication appears, a time of day is a
                     reference to Hong Kong time.

       1.2.2  Section, Clause and Schedule headings are for ease of reference
              only.


                                                                             10
<PAGE>


       1.2.3  Unless a contrary indication appears, a term used in any other
              Finance Document or in any notice given under or in connection
              with any Finance Document has the same meaning in that Finance
              Document or notice as in this Agreement.

       1.2.4  A Default (other than an Event of Default) is "continuing" if it
              has not been remedied and an Event of Default is "continuing" if
              it has not been waived.





                                                                             11
<PAGE>


                                   SECTION 2

                                 THE FACILITIES

2.     THE FACILITIES

2.1    The Facilities

       Subject to the terms of this Agreement,

       2.1.1  the Term Loan Lenders shall make available to the Borrower a HK
              Dollar term loan facility in an aggregate principal amount equal
              to the Total Term Loan Commitments; and

       2.1.2  the SBLC Lenders shall make available to the Borrower a HK Dollar
              standby letter of credit facility in an aggregate principal
              amount equal to the Total SBLC Commitments.

2.2    Lenders' rights and obligations

       2.2.1  The obligations of each Lender under the Finance Documents are
              several. Failure by a Lender to perform its obligations under the
              Finance Documents does not affect the obligations of any other
              Party under the Finance Documents. No Finance Party is
              responsible for the obligations of any other Finance Party under
              the Finance Documents.

       2.2.2  The rights of each Lender under or in connection with the Finance
              Documents are separate and independent rights and any debt
              arising under the Finance Documents to a Lender from an Obligor
              shall be a separate and independent debt.

       2.2.3  A Finance Party may, except as otherwise stated in the Finance
              Documents, separately enforce its rights under the Finance
              Documents.

3.     PURPOSE

3.1    Purpose

       3.1.1  The Borrower shall apply all amounts borrowed by it under the
              Term Loan Facility towards the general working capital
              requirements of the Guarantor and its Subsidiaries.

       3.1.2  Each SBLC is to be issued as security in respect of the RMB
              Borrower's obligations to the Beneficiary under the RMB Facility.

3.2    Monitoring

       No Finance Party is bound to monitor or verify the application of any
       amount borrowed pursuant to this Agreement.


                                                                             12
<PAGE>

4.     CONDITIONS OF DRAWDOWN AND UTILISATION

4.1    Initial conditions precedent

       The Borrower may not deliver a Drawdown Request or an SBLC Application
       unless the Agent has received all of the documents and other evidence
       listed in Schedule 2 (Conditions Precedent) in form and substance
       reasonably satisfactory to the Agent. The Agent shall notify the
       Borrower and the Lenders promptly after being so satisfied.

4.2    Further conditions precedent

       The Lenders will only be obliged to comply with their obligations to
       make any amount available under the Term Loan Facility pursuant to
       Clause 5.4 (Lenders' participation) or to participate in the issue of an
       SBLC (as the case may be) if on the date of the Drawdown Request or the
       SBLC Application (as the case may be) and on the proposed Drawdown Date
       or the Issue Date (as the case may be):

       4.2.1  no Default is continuing or would result from the proposed Loan
              or issue of the relevant SBLC (as the case may be); and

       4.2.2  the Repeating Representations to be made by each Obligor are true
              in all material respects.




                                                                             13
<PAGE>


                                   SECTION 3

                                    DRAWDOWN

5.     DRAWDOWN

5.1    Delivery of a Drawdown Request and SBLC Application

       The Borrower may utilise the Term Loan Facility and the SBLC Facility by
       delivery to the Agent of a duly completed Drawdown Request or a duly
       completed SBLC Application (as the case may be) not later than two (2)
       Business Days, or in the case of an SBLC Application three (3) Business
       Days before the Drawdown Date or the Issue Date (as the case may be).

5.2    Completion of a Drawdown Request and SBLC Application

       5.2.1  Each Drawdown Request and SBLC Application is irrevocable and
              will not be regarded as having been duly completed unless:

              (A)    the proposed Drawdown Date or the Issue Date (as the case
                     may be) is a Business Day within the Availability Period;

              (B)    the currency and amount of the Drawdown or the SBLC to be
                     issued (as the case may be) comply with Clause 5.3
                     (Currency and amount); and

              (C)    in the case of a Drawdown Request the proposed Interest
                     Period complies with Clause 9 (Interest Periods).

       5.2.2  Only one Loan or one SBLC may be requested in each Drawdown
              Request or SBLC Application, but the Borrower may, subject to the
              other terms of this Agreement, deliver more than one Drawdown
              Request and/or SBLC Application on any one day.

       5.2.3  The Borrower may only deliver a maximum of five (5) Drawdown
              Requests and a maximum of six (6) SBLC Applications during the
              Availability Period.

5.3    Currency and amount

       5.3.1  The currency specified in a Drawdown Request and an SBLC
              Application must be HK Dollars.

       5.3.2  The amount of the proposed Loan must be an amount which is not
              more than the Available Term Loan Facility and which is a minimum
              of HK$100,000,000 (or, if less, the Available Term Loan Facility)
              and an integral multiple of HK$10,000,000. The amount of the
              proposed SBLC must be less than or equal to the Available SBLC
              Facility subject to Clause 5.9 (Uncommitted Facility).

5.4    Lenders' participation in Loans

       5.4.1  If the conditions set out in this Agreement have been met, each
              Term Loan Lender shall make its participation in each Loan
              available through its Facility Office on the Drawdown Date.


                                                                             14
<PAGE>

       5.4.2  The amount of each Term Loan Lender's participation in each Loan
              will be equal to the proportion borne by its Available Term Loan
              Commitment to the Available Term Loan Facility immediately prior
              to making the Loan.

       5.4.3  The Agent shall notify each Term Loan Lender of the amount of
              each Loan as soon as practicable after receiving the Drawdown
              Request but in any event not later than two (2) Business Days
              before the proposed Drawdown Date.

5.5    Issue of SBLCs

       5.5.1  Subject to the terms of this Agreement, the Agent shall, as agent
              for and on behalf of the SBLC Lenders, execute and issue an SBLC
              in favour of the Beneficiary on the Issue Date for such SBLC. The
              Principal Amount of each SBLC shall be an amount in HK Dollars
              which is the equivalent of the amount of the RMB Loan in respect
              of which it is issued. The exchange rate between HK$ and RMB
              shall be determined by the Agent in its sole discretion (using
              the exchange rate for such currencies as is generally applicable
              at the relevant time to transactions to which it is a party) and
              notified to the Borrower at least five (5) Business Days before
              the Issue Date of each SBLC.

       5.5.2  Each SBLC Lender's liability under and in respect of an SBLC
              shall be its Proportion of the aggregate liabilities thereunder.

5.6    Agent to complete the SBLCs

       5.6.1  Each SBLC Lender hereby (in the case of an SBLC Lender which is
              an original party to this Agreement) or by its written
              confirmation referred to in Clause 25.5 (Procedure for transfer)
              (in the case of an SBLC Lender which is not an original party to
              this Agreement) irrevocably:

              (A)    authorises the Agent (acting by any of its officers), for
                     and on behalf of the SBLC Lender concerned to sign and
                     issue each SBLC referred to in Clause 5.5 (Issue of
                     SBLCs);

              (B)    agrees that the Agent may effect the delivery of each such
                     SBLC to the Beneficiary by retaining the SBLC and holding
                     the SBLC on behalf of and to the order of the Beneficiary
                     (the Agent shall give to the Beneficiary a copy of each
                     such SBLC which it holds on its behalf);

              (C)    agrees to ratify, on first demand by the Agent, the
                     execution and issue of each such SBLC; and

              (D)    agrees, on first demand, to indemnify and hold harmless
                     the Agent (and its officers, employees, servants and
                     agents) from any and all actions, claims, costs, damages,
                     expenses, liabilities and losses which the Agent (or its
                     officers, employees, servants or agents, as the case may
                     be) may suffer or incur by reason of the Agent's executing
                     and issuing in good faith an SBLC on behalf of the SBLC
                     Lenders.

       5.6.2  The Agent shall:-

              (A)    notify each SBLC Lender of the details of each drawdown
                     request delivered under the relevant RMB Loan Agreement
                     and of the


                                                                             15
<PAGE>

                     associated SBLC Application and of that SBLC Lender's
                     Proportion of each SBLC to be issued on the relevant Issue
                     Date as soon as practicable after receiving such SBLC
                     Application;

              (B)    within two (2) Business Days of the issuance by the Agent
                     of any SBLC on behalf of an SBLC Lender, notify that SBLC
                     Lender by tested telex of details of each such SBLC
                     including the Issue Date and the Proportion of that SBLC
                     Lender in that SBLC; and

              (C)    if requested by an SBLC Lender, provide a copy of that
                     SBLC to that SBLC Lender as soon as reasonably practicable
                     following any such request.

5.7    Cancellation of the Available Facility

       Any part of the Available Term Loan Facility and Available SBLC Facility
       at the expiry of the Availability Period shall thereupon be deemed to be
       cancelled and automatically reduced to zero.

5.8    Requests for Amendments to SBLC

       5.8.1  Following the issuance of an SBLC pursuant to Clause 5.5 (Issue
              of SBLCs) or an Additional SBLC under Clause 5.9 (Uncommitted
              Facility) (as the case may be), the Borrower may on any Business
              Day request the Agent to effect amendments to such SBLC issued to
              increase or decrease (as referred to in Clause 11.3.4) the face
              amount of such SBLC so that the SBLC (with such increased or
              decreased face amount) will be sufficient to secure the RMB
              Borrower's obligations under the RMB Facility and to maintain the
              FX Cushion, provided that:

              (a)    the Agent shall have received not later than 12:00 noon
                     (Hong Kong time) on the third (3rd) Business Day before
                     the date on which such amendments to the SBLC is requested
                     to be made:

                     (i)    an original SBLC Amendment Application duly
                            completed and signed by the Borrower (specifying
                            the increase or decrease in the face amount of such
                            SBLC required) together with all other documents
                            reasonably required by the Agent in connection
                            therewith;

                     (ii)   evidence in form and substance reasonably
                            satisfactory to the Agent that the Loan to Value
                            Ratio and the FX Cushion shall be maintained after
                            taking into account the increase or decrease of
                            face amount as requested in such SBLC Amendment
                            Application; and

                     (iii)  such other supporting documents as the Agent may
                            reasonably require;

              (b)    the Borrower shall pay the Agent all expenses and charges
                     properly and reasonably incurred by it in connection with
                     such amendments to the SBLC issued by the Agent forthwith
                     upon demand;


                                                                             16
<PAGE>

              (c)    no Default shall have occurred (or be likely to occur as a
                     result of the amendments to the SBLC being made) and all
                     the Repeating Representations made by the Obligors in or
                     in connection with this Agreement respectively shall be
                     true and correct as at the date on which the amendments to
                     the SBLC are to be made with reference to the facts and
                     circumstances then subsisting;

              (d)    any amendment to an SBLC shall be subject to the prior
                     consent of the Beneficiary (not to be reasonably withheld
                     or delayed);

              The Agent shall notify the SBLC Lenders of the details of the
              SBLC Amendment Application as soon as practicable after receiving
              such SBLC Amendment Application.

       5.8.2  An SBLC Amendment Application once given shall be irrevocable and
              the Borrower shall be bound in accordance therewith, except as
              otherwise provided in this Agreement. An SBLC Amendment
              Application submitted to the Agent shall constitute an
              irrevocable authorisation for the Agent to amend the SBLC.
              Following receipt of the documents listed in Clause 5.8.1
              complying with the terms of this Agreement and subject to the
              provisions of this Agreement, the Agent shall, on the date for
              the amendments to be effected as requested in the relevant SBLC
              Amendment Application, effect the amendments (in form and
              substance approved by the Agent) to the SBLC so that the
              aggregate increase or decrease in the face amount of the SBLC
              shall be equal to the amount of increase or decrease requested in
              such SBLC Amendment Application. The Agent shall promptly fax its
              amendments to the SBLC issued by it to the Beneficiary with the
              original to follow by courier o the terms set out in such SBLC
              Amendment Application.

5.9    Uncommitted Facility

       Any or all SBLC Lenders may, on an uncommitted basis and subject to
       being provided with such collateral therefor as it or they shall
       reasonably in its sole discretion require, agree to either issue further
       SBLCs (each an "Additional SBLC") or amend any issued SBLCs for the
       purpose of securing the obligations of the RMB Borrower under the RMB
       Facility if required in order to maintain the FX Cushion for such
       obligations. Any such Additional SBLCs or amended SBLCs shall at all
       times (when aggregated with all other SBLCs) comply with the Loan to
       Value Ratio and be subject to the provisions of this Agreement including
       without limitation this Clause 5, Clause 10 (Rights of SBLC Lenders) and
       Clause 11 (Payments in respect of SBLCs) and any other terms and
       conditions agreed with the Borrower and such SBLC Lenders at the time
       such SBLCs are issued or amended.


                                                                             17
<PAGE>


                                   SECTION 4

                     REPAYMENT, PREPAYMENT AND CANCELLATION

6.     REPAYMENT

6.1    Repayment of Loans

       The Borrower shall repay the Loans in full on the Repayment Date.

6.2    Reborrowing

       The Borrower cannot reborrow any part of the Term Loan Facility which is
       repaid.

7.     PREPAYMENT AND CANCELLATION

7.1    Illegality

       If it becomes unlawful in any relevant jurisdiction for a Lender to
       perform any of its obligations as contemplated by this Agreement or to
       fund its participation in any Loan or to issue an SBLC:

       7.1.1  that Lender shall promptly notify the Agent upon becoming aware
              of that event;

       7.1.2  upon the Agent notifying the Borrower, the Commitment of that
              Lender will be immediately cancelled;

       7.1.3  if that Lender is a Term Loan Lender, the Borrower shall repay
              that Lender's participation in the Loans made to the Borrower on
              the last day of the Interest Period for each Loan occurring after
              the Agent has notified the Borrower or, if earlier, the date
              specified by the Lender in the notice delivered to the Agent
              (being no earlier than the last day of any applicable grace
              period permitted by law); and

       7.1.4  if that Lender is an SBLC Lender, the Borrower shall at the
              option of the relevant SBLC Lender either provide the relevant
              SBLC Lender with cash cover in respect of its participation under
              SBLCs or shall procure the reduction to zero (by variation of the
              terms thereof) of the amount which may be demanded for on such
              SBLC Lender under all SBLCs or shall procure the cancellation of
              all SBLCs to which the SBLC Lender is a party.

7.2    Voluntary cancellation

       The Borrower may, if it gives the Agent not less than 10 Business Days
       (or such shorter period as the Majority Lenders may agree) prior notice,
       cancel the whole or any part (being a minimum amount of HK$50,000,000)
       of the Available Term Loan Facility and/or the Available SBLC Facility.
       Any cancellation under this Clause 7.2 shall reduce the Commitments of
       the Lenders under the relevant Facility rateably.

7.3    Voluntary prepayment of Loans

       7.3.1  The Borrower may, if it gives the Agent not less than 10 Business
              Days prior written notice, prepay the whole or any part of any
              Loan (but, if in part, being an amount that reduces the amount of
              the Loan by a minimum amount of


                                                                             18
<PAGE>

              HK$50,000,000 and an integral multiple of HK$50,000,000) on the
              last day of an Interest Period.

       7.3.2  A Loan may only be prepaid after the last day of the Availability
              Period.

       7.3.3  A prepayment fee of 1.5 per cent. of the amount prepaid under
              Clause 7.3.1 shall be payable by the Borrower to the Agent (for
              the account of each Term Loan Lender) on the date of prepayment
              if such prepayment is not made in accordance with Clauses 7.3.1
              and 7.3.2 (subject to Clause 7.3.4 below).

       7.3.4  No prepayment fee shall be payable if a Loan is prepaid in whole
              or in part in order to maintain the Loan to Value Ratio pursuant
              to Clause 23.8 (Loan to Value Ratio) or pursuant to Clause 7.6
              (Mandatory Prepayment).

7.4    Additional right of prepayment and cancellation

       7.4.1  If:

              (A)    any sum payable to any Lender by the Borrower is required
                     to be increased under Clause 14.2 (Tax gross-up); or

              (B)    any Lender claims indemnification from the Borrower under
                     Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased
                     costs); or

              (C)    interest on a Term Loan Lender's participation in a Loan
                     is being calculated in accordance with Clause 12.1 (Market
                     disruption),

              the Borrower may, whilst the circumstance giving rise to the
              requirement or indemnification or market disruption continues,
              give the Agent notice of cancellation of the Term Loan Commitment
              and/or, as the case may be, SBLC Commitment of that Lender and
              its intention to procure the prepayment of that Lender's
              participation in the Loans and/or, as the case may be (subject to
              the Beneficiary's consent (which shall not be unreasonably
              withheld or delayed) to the reduction of a corresponding amount
              of the RMB Loan or providing alternative collateral therefor
              acceptable to the Beneficiary) reduce the SBLCs by an aggregate
              amount equal to such Lender's participation therein and release
              such Lender from its obligations under this Agreement in respect
              of such SBLCs.

       7.4.2  On receipt of a notice referred to in paragraph 7.4.1 above, the
              Term Loan Commitment of that Lender shall immediately be reduced
              to zero.

       7.4.3  On the last day of each Interest Period which ends after the
              Borrower has given notice under paragraph 7.4.1 above (or, if
              earlier, the date specified by the Borrower in that notice,
              subject to payment of all amounts payable under Clause 16.4
              (Break costs), the Borrower shall (without the payment of any
              fee) prepay that Lender's participation in that Loan.

7.5    Restrictions

       7.5.1  Any notice of cancellation or prepayment given by any Party under
              this Clause 7 shall be irrevocable and, unless a contrary
              indication appears in this Agreement, shall specify the date or
              dates upon which the relevant


                                                                             19
<PAGE>

              cancellation or prepayment is to be made and the amount of that
              cancellation or prepayment.

       7.5.2  Any prepayment under this Agreement shall be made together with
              accrued interest on the amount prepaid and, if applicable the
              prepayment fee under Clause 7.3.3 and all other amounts payable
              under this Agreement including without limitation any amounts
              payable under Clause 16.4 (Break costs).

       7.5.3  The Borrower may not reborrow any part of the Term Loan Facility
              which is prepaid.

       7.5.4  The Borrower shall not repay or prepay all or any part of the
              Loans or cancel all or any part of the Commitments except at the
              times and in the manner expressly provided for in this Agreement.

       7.5.5  No amount of the Total Commitments cancelled under this Agreement
              may be subsequently reinstated.

7.6    Mandatory Prepayment

       In the event that the RMB Borrower voluntarily repays or prepays in full
       the RMB Loan and has discharged and released all or any of the Mortgages
       (other than by reason of the RMB Lender demanding early repayment), then
       the Agent, acting upon the instructions of the Majority Lenders, may, by
       written notice to the Borrower require the Borrower to repay the Loan
       together with all interest incurred thereon. If the Agent serves a
       notice on the Borrower pursuant to this Clause 7.6 then the Borrower
       shall not later than the last day of the then current Interest Period
       repay the Loan in full together with all interest accrued thereon.

       If the Agent receives a notice under this Clause 7 it shall promptly
       forward a copy of that notice to either the Borrower or the affected
       Lender, as appropriate.


                                                                             20
<PAGE>


                                   SECTION 5

                               INTEREST AND FEES

8.     INTEREST

8.1    Calculation of interest

       The rate of interest on each Loan for each Interest Period is the
       percentage rate per annum which is the aggregate of the applicable:

       8.1.1  Margin; and

       8.1.2  HIBOR.

8.2    Payment of interest

       The Borrower shall pay accrued interest on each Loan on the last day of
       each Interest Period for that Loan.

8.3    Default interest

       8.3.1  If the Borrower fails to pay any amount payable by it under a
              Finance Document on its due date, interest shall accrue on the
              Unpaid Sum from the due date up to the date of actual payment
              (both before and after judgment) at a rate one per cent. (1%) per
              annum higher than the rate which would have been payable if the
              Unpaid Sum had, during the period of non-payment, constituted a
              Loan for successive Interest Periods, each of a duration selected
              by the Agent (acting reasonably). Any interest accruing under
              this Clause 8.3 shall be immediately payable by the Borrower on
              demand by the Agent.

       8.3.2  The rate of default interest arising on an Unpaid Sum in relation
              to the SBLC Facility shall be determined in accordance with
              Clause 11.6 (SBLC Default Interest).

       8.3.3  The default rate will be determined by the Agent on the first day
              of such period selected by the Agent (acting reasonably) as the
              Interest Period for such Unpaid Sum.

       8.3.4  Default interest (if unpaid) arising on an Unpaid Sum will be
              compounded with such Unpaid Sum at the end of each Interest
              Period applicable to such Unpaid Sum but will remain immediately
              due and payable.

8.4    Notification of rates of interest

       The Agent shall promptly (and in any event before 5:00 p.m. (Hong Kong
       time) on the date of determination) notify the Lenders and the Borrower
       of the determination of a rate of interest under this Agreement.


                                                                             21
<PAGE>

9.     INTEREST PERIODS

9.1    Selection of Interest Periods

       9.1.1  The Borrower may select an Interest Period for a Loan in the
              Drawdown Request for that Loan or (if the Loan has already been
              borrowed) by written notice to the Agent whether in the form of a
              Rollover Notice or otherwise.

       9.1.2  Each written notice to select an Interest Period given by the
              Borrower (other than in the Drawdown Request) for a Loan is
              irrevocable and must be delivered to the Agent by the Borrower
              not later than two (2) Business Days before the commencement of
              that Interest Period.

       9.1.3  If the Borrower does not deliver a written notice to the Agent in
              accordance with paragraph 9.1.2 above, the relevant Interest
              Period will be the same length as the previous Interest Period.

       9.1.4  Subject to this Clause 9, the Borrower may select an Interest
              Period of one (1), two (2), three (3) or, six (6) Months or any
              other period agreed between the Borrower and the Agent (acting on
              the instructions of all the Lenders).

       9.1.5  An Interest Period for a Loan shall not extend beyond the
              Repayment Date. If an Interest Period would otherwise overrun the
              Repayment Date, it shall be shortened so that it ends on the
              Repayment Date.

       9.1.6  Each Interest Period for a Loan shall start on the Drawdown Date
              or (if already made) on the last day of its preceding Interest
              Period.

9.2    Non-Business Days

       If an Interest Period would otherwise end on a day which is not a
       Business Day, that Interest Period will instead end on the next Business
       Day in that calendar month (if there is one) or the preceding Business
       Day (if there is not).

9.3    Consolidation of Loans

       Notwithstanding Clause 9.1 (Selection of Interest Periods), the first
       Interest Period for each Loan shall end on the same day as the current
       Interest Period for any other Loan. On the last day of those Interest
       Periods, those Loans shall be consolidated and treated as one single
       Loan.

10.    RIGHT OF SBLC LENDERS

10.1   Indemnity

       The Borrower agrees to indemnify each SBLC Lender, forthwith on first
       demand, against any and all sums paid out by such SBLC Lender under or
       pursuant to an SBLC in the same currency as such sums and for that
       purpose will make payments to such SBLC Lender in accordance with the
       provisions of this Agreement.


                                                                             22
<PAGE>


10.2   Borrower's confirmation

       The Borrower confirms and agrees that:

       10.2.1 each SBLC Lender shall be entitled and bound to make any payment
              demanded in writing by the Beneficiary under an SBLC without
              making any investigation as to the bona fide nature, validity or
              genuineness of any such request or demand or the capacity of or
              any limitation on the powers of any person issuing such demand
              notwithstanding that the Borrower may dispute the validity of
              such demand or payment or that the SBLC Lender may not have
              confirmed that the Borrower agrees to the validity of such demand
              or such payment;

       10.2.2 the liability and obligation of such SBLC Lender to make such
              payment shall be in no way diminished or prejudiced if it should
              appear that, as between the Beneficiary and such SBLC Lender, the
              Beneficiary was not entitled for whatever reason to demand
              payment under such SBLC or that such demand was not valid or
              genuine;

       10.2.3 the SBLC Lenders deal in documents only and shall not be
              concerned with the legality of any claim or any other underlying
              transaction or any set-off, counterclaim or defence as between
              the Borrower and the Beneficiary;

       10.2.4 the obligations of the Borrower under this Agreement, including,
              without limitation, its obligations under this Clause 10 shall
              not be affected by any act, omission, matter or thing which but
              for this provision, might operate to release or otherwise
              exonerate the Borrower from such obligations in whole or in part
              whether or not known to the Borrower, including, without
              limitation:

              (A)    any time or waiver granted to or composition with any SBLC
                     Lender, the Beneficiary or any other person whatsoever; or

              (B)    any taking, variation, compromise, renewal or release of
                     or refusal or neglect to perfect or enforce any rights,
                     remedies or securities available to the SBLC Lender
                     concerned, the Beneficiary or any other person or arising
                     under any SBLC; or

              (C)    any variation of the SBLCs so that references in this
                     Agreement to any SBLC shall include any such variation in
                     that SBLC.

10.3   Continuing Indemnity

       The indemnity contained in Clause 10.1 (Indemnity) above shall be a
       continuing indemnity, shall extend to the ultimate balance of the
       liabilities under any of the SBLCs and shall continue in force
       notwithstanding any intermediate payment in whole or in part of any
       liability under any SBLC.

10.4   SBLC Certificate

       A certificate, in writing, signed by an officer of an SBLC Lender and
       certifying the total amount of all claims, costs, damages, expenses,
       liabilities, losses and obligations (actual or contingent) of that SBLC
       Lender under or in respect of any SBLC shall be conclusive evidence of
       the matters so certified, in the absence of manifest error.


                                                                             23
<PAGE>

10.5   No invalidity

       No invalidity or unenforceability of all or any part of this Clause 10
       or of any other term of this Agreement shall affect any rights of
       indemnity or otherwise which an SBLC Lender would or may have in the
       absence of or, in addition to the provisions of this Clause 10 or any
       other term of this Agreement.

11.    PAYMENTS IN RESPECT OF SBLCS

11.1   Demand on the Borrower

       When any payment is made by an SBLC Lender under or pursuant to an SBLC,
       such SBLC Lender shall as soon as practicable after:

       11.1.1 making such payment; or

       11.1.2 if such payment is effected by the debiting of any account of
              such SBLC Lender by the bank (if any) at which payment under such
              SBLC is available, receipt by such SBLC Lender of such bank's
              debit advice,

       make demand on the Borrower for payment of:

              (A)    an amount equal to the amount of such payment; and

              (B)    interest thereon payable under Clause 11.2 (Payment by the
                     Borrower).

11.2   Payment by the Borrower

       The Borrower shall, forthwith on first demand, pay to an SBLC Lender an
       amount equal to the aggregate of:

       11.2.1 each sum paid by such SBLC Lender under an SBLC; and

       11.2.2 interest thereon (which shall accrue in accordance with Clause
              11.6 (SBLC Default Interest), for the period from the date of
              such payment by such SBLC Lender up to the date of actual
              reimbursement by the Borrower.

11.3   Prepayment of the RMB Facility and reduction of the SBLCs

       11.3.1 If the RMB Borrower prepays any RMB Loan under any applicable
              provision of the RMB Master Agreement:

              (A)    in full (together with all other amounts payable in
                     respect thereof under or pursuant to this Agreement) the
                     relevant SBLCs shall be returned to the Agent for
                     cancellation in accordance with the provisions of the RMB
                     Master Agreement; or

              (B)    in part only, the Beneficiary shall confirm in writing to
                     the Agent on behalf of the SBLC Lenders that the Principal
                     Amount of the SBLC issued to the Beneficiary is reduced by
                     the proportion of the amount prepaid which the SBLC issued
                     to it bears to all the SBLCs issued to the Beneficiary,


                                                                             24
<PAGE>

              and the Agent, for and on behalf of the SBLC Lenders, shall
              cancel or, as the case may be, reduce, the SBLC's concerned and
              notify the SBLC Lenders and the Beneficiary.

       11.3.2 A non-refundable prepayment fee of one point five per cent (1.5%)
              of the amount reduced or cancelled under Clause 11.3.1 shall be
              payable by the Borrower to the Agent (for the account of each
              SBLC Lender) on the date of such reduction or cancellation
              unless:

              (A)    the Borrower gives the Agent not less than six (6) Months
                     prior written notice to cancel or reduce the whole or any
                     part of any SBLC; and

              (B)    the prepayment of the RMB Facility shall be made solely
                     from funds from the Charged Account,

              provided that no prepayment fee shall be payable under this
              Clause 11.3.2 if the reduction or cancellation of such SBLC is to
              maintain the FX Cushion and/or the Loan to Value Ratio pursuant
              to the terms of this Agreement.

       11.3.3 The SBLC Facility (and SBLCs issued under it) shall be reduced in
              accordance with Schedule 7 provided that the reductions shall at
              all times reflect the amortisation schedule of the RMB Facility
              as determined from time to time by the RMB Lender and the date of
              each reduction shall be one (1) Month from the due date of the
              equivalent repayment instalment under the RMB Facility (or if
              earlier the date of actual payment of such repayment instalment).

       11.3.4 The SBLC Facility (and the SBLCs issued under it, including any
              SBLCs referred to in Clause 5.9 (Uncommitted Facility)) may be
              reduced from time to time (with the consent of the Agent and the
              Beneficiary (such consent not to be unreasonably withheld or
              delayed)) in order to reduce the value of the issued SBLCs to
              maintain the FX Cushion. Any additional collateral provided to
              the Lenders or any of them pursuant to Clause 5.9 (Uncommitted
              Facility) shall be released upon the reduction of the related
              SBLC in respect of which such collateral was given. Any portion
              of the SBLC Facility and such SBLCs reduced in accordance with
              this Clause may thereafter from time to time either (i) be
              increased by an aggregate amount not exceeding the aggregate
              amount of such reduction(s) if required to maintain the FX
              Cushion provided that any such increase in the SBLC Facility
              shall not be more than the FX Cushion or (ii) be reduced or
              cancelled in accordance with Clause 11.3.1 but without payment of
              any prepayment fee under Clause 11.3.2. The Agent shall make such
              amendments to the SBLCs as may be required from time to time in
              accordance with Clause 5.8 (Requests for Amendments to SBLC) (or
              issue new SBLCs and amend the existing SBLCs) to give effect to
              this Clause.

       11.3.5 Any reduction or increase in the amount of the SBLC Facility
              under Clause 11.3.4 shall only be permitted if the Loan to Value
              Ratio is not breached.

11.4   Cancellation of SBLCs

       After its Expiry Date, the Agent shall, on behalf of the SBLC Lenders,
       promptly confirm to the Beneficiary and the Borrower that the SBLC
       concerned has been cancelled.


                                                                             25
<PAGE>

11.5   SBLC Issuance Fee

       11.5.1 The Borrower shall pay to the Agent for the account of each SBLC
              Lender a non-refundable (subject to Clause 11.5.3) issuance fee
              on the aggregate amount of that SBLC Lender's Proportion of the
              face amount of each issued SBLC at the rate of zero point six
              eight per cent. (0.68%) per annum. The SBLC Issuance Fee for each
              SBLC shall be payable in advance on the date of issuance of such
              SBLC and then on 31st December 2002, 20th March 2003 and at the
              end of each three (3) Month period after 20th March 2003 to the
              Repayment Date (each a "SBLC Issuance Fee Payment Date") provided
              that the period in which each SBLC Issuance Fee relates to shall
              commence on the relevant SBLC Issuance Fee Payment Date and end
              on the day immediately preceding the following SBLC Issuance Fee
              Payment Date.

       11.5.2 The amount of each SBLC Issuance Fee shall be determined with
              reference to scheduled reductions in the amount of the SBLC
              Facility and shall be adjusted at the end of each such period to
              reflect the actual daily outstanding amount during such period.

       11.5.3 If the SBLC Lenders are required to make any refunds to the
              Borrower as a result of such adjustments under Clause 11.5.2 then
              any refund shall be deducted from the amount of SBLC Issuance Fee
              payable on the following SBLC Issuance Fee Payment Date provided
              that the maximum amount of any refund that the SBLC Lenders are
              required to make shall be limited to the total amount of SBLC
              Issuance Fee payable on such SBLC Issuance Fee Payment Date.

11.6   SBLC Default Interest

       If the Borrower fails to pay any sum under the SBLC Facility when due,
       the Borrower shall pay interest on such sum from and including the due
       date to the date of until payment (after as well as before judgement) at
       the rate per annum determined by the Agent to be the aggregate of

       11.6.1 two point four five per cent (2.45%); and

       11.6.2 HIBOR or the SBLC Lenders' cost of funds whichever is the higher.

12.    CHANGES TO THE CALCULATION OF INTEREST

12.1   Market disruption

       12.1.1 If a Market Disruption Event occurs in relation to a Loan for any
              Interest Period, then the rate of interest on each Term Loan
              Lender's share of that Loan for the Interest Period shall be the
              rate per annum which is the sum of:

              (A)    the Margin; and

              (B)    the rate notified to the Agent by that Term Loan Lender as
                     soon as practicable and in any event before interest is
                     due to be paid in respect of that Interest Period, to be
                     that which expresses as a percentage rate per annum the
                     cost to that Term Loan Lender of funding its


                                                                             26
<PAGE>

                     participation in that Loan from whatever source it may
                     reasonably select.

       12.1.2 In this Agreement "Market Disruption Event" means:

              (A)    at or about 12:00 noon (Hong Kong time) on the relevant
                     Quotation Date HIBOR is not available and the Agent is
                     unable to determine HIBOR for the relevant Interest
                     Period; or

              (B)    before close of business in Hong Kong on the Quotation Day
                     for the relevant Interest Period, the Agent receives
                     notifications from a Term Loan Lender or Term Loan Lenders
                     (whose participations in a Loan exceed 50 per cent. of
                     that Loan) that the cost to it or them of obtaining
                     matching deposits in the Hong Kong Interbank Market would
                     be in excess of HIBOR for the relevant Interest Period.

12.2   Alternative basis of interest or funding

       12.2.1 If a Market Disruption Event occurs and the Agent or the Borrower
              so requires, the Agent and the Borrower shall enter into
              negotiations (for a period of not more than thirty (30) days)
              with a view to agreeing a substitute basis for determining the
              rate of interest.

       12.2.2 Any alternative basis agreed pursuant to paragraph 12.2.1 above
              shall, with the prior consent of all the Term Loan Lenders and
              the Borrower, be binding on all Parties.

13.    FEES

13.1   Term Loan Commitment fee

       The Borrower shall pay to the Agent (for the account of each Term Loan
       Lender) a non-refundable fee calculated as follows:

       13.1.1 for the first three Months period after the Agreement Date (the
              "First Term Loan Available Period"), the commitment fee shall be
              waived;

       13.1.2 for the following three Months period after the end of the First
              Term Loan Available Period (the "Second Term Loan Available
              Period"), at the rate of 0.1% per annum on each Term Loan
              Lender's Available Term Loan Commitment; and

       13.1.3 for the period from the end of the Second Term Loan Available
              Period to the date of expiry of the Availability Period, at the
              rate of 0.4% per annum on each Term Loan Lender's Available Term
              Loan Commitment.

13.2   SBLC Commitment Fee

       The Borrower shall pay to the Agent (for the account of each SBLC
       Lender) a non-refundable fee calculated as follows:

       13.2.1 for the first Month after the Agreement Date (the "First SBLC
              Available Period"), the commitment fee shall be waived;


                                                                             27
<PAGE>

       13.2.2 for the following five Months period after the end of the First
              SBLC Available Period (the "Second SBLC Available Period"), at
              the rate of 0.1% per annum on each SBLC Lender's Available SBLC
              Commitment; and

       13.2.3 for the period from the end of the Second SBLC Available Period
              to the date of expiry of the Availability Period, at the rate of
              0.4% per annum on each SBLC Lender's Available SBLC Commitment.

13.3   Payment of Commitment Fee

       13.3.1 The commitment fee under Clause 13.1 (Term Loan Commitment Fee)
              and 13.2 (SBLC Commitment Fee) above shall accrue after the
              Agreement Date until the date of expiry of the Availability
              Period.

       13.3.2 The accrued commitment fee under Clause 13.1 (Term Loan
              Commitment Fee) and 13.2 (SBLC Commitment Fee) is payable on the
              date of expiry of the Availability Period and on the cancelled
              amount of the relevant SBLC Lender's Commitment at the time the
              cancellation is effective.

13.4   Arrangement fee

       The Borrower shall pay to the Co-ordinating Arranger (for its own
       account) a non-refundable arrangement fee in the amount and at the time
       agreed in the Arrangement Fee Letter.


                                                                             28
<PAGE>


                                   SECTION 6

                         ADDITIONAL PAYMENT OBLIGATIONS

14.    TAX GROSS-UP AND INDEMNITIES

14.1   Definitions

       14.1.1 In this Clause 14:

              "Protected Party" means a Finance Party which is or will be, for
              or on account of Tax, subject to any liability or required to
              make any payment in relation to a sum received or receivable (or
              any sum deemed for the purposes of Tax to be received or
              receivable) under a Finance Document.

              "Tax Credit" means a credit against, relief or remission for, or
              repayment of any Tax.

              "Tax Deduction" means a deduction or withholding for or on
              account of Tax from a payment under a Finance Document.

              "Tax Payment" means an increased payment made by the Borrower to
              a Finance Party under Clause 14.2 (Tax gross- up) or a payment
              under Clause 14.3 (Tax indemnity).

       14.1.2 In this Clause 14 a reference to "determines" or "determined"
              means a determination made in the absolute discretion of the
              person making the determination (acting reasonably).

14.2   Tax gross-up

       14.2.1 The Borrower shall make all payments to be made by it under this
              Agreement without any Tax Deduction, unless a Tax Deduction is
              required by law.

       14.2.2 The Borrower or a Lender shall promptly upon becoming aware that
              the Borrower must make a Tax Deduction (or that there is any
              change in the rate or the basis of a Tax Deduction) notify the
              Agent accordingly. If the Agent receives such notification from a
              Lender it shall notify the Borrower.

       14.2.3 If a Tax Deduction is required by law to be made by the Borrower
              the amount of the payment due from the Borrower shall be
              increased to an amount which (after making any Tax Deduction)
              leaves an amount equal to the payment which would have been due
              if no Tax Deduction had been required.

       14.2.4 If the Borrower is required by law to make a Tax Deduction, the
              Borrower shall make that Tax Deduction and any payment required
              in connection with that Tax Deduction within the time allowed and
              in the minimum amount required by law.

       14.2.5 Within thirty (30) days of making either a Tax Deduction or any
              payment required in connection with that Tax Deduction, the
              Borrower shall deliver to the Agent for the Finance Party
              entitled to the payment evidence reasonably satisfactory to that
              Finance Party that the Tax Deduction has been made or (as
              applicable) any appropriate payment paid to the relevant taxing
              authority.


                                                                             29
<PAGE>

14.3   Tax indemnity

       14.3.1 The Borrower shall (within three (3) Business Days of demand by
              the Agent) pay to a Protected Party an amount equal to the loss,
              liability or cost which that Protected Party determines will be
              or has been (directly or indirectly) suffered for or on account
              of Tax by that Protected Party.

       14.3.2 Clause 14.3.1 above shall not apply with respect to any Tax
              assessed on a Finance Party:

              (A)    under the law of the jurisdiction in which that Finance
                     Party is incorporated or, if different, the jurisdiction
                     (or jurisdictions) in which that Finance Party is treated
                     as resident for tax purposes; or

              (B)    under the law of the jurisdiction in which that Finance
                     Party's Facility Office is located in respect of amounts
                     received or receivable in that jurisdiction,

              if that Tax is imposed on or calculated by reference to the net
              income received or receivable (but not any sum deemed to be
              received or receivable) by that Finance Party.

       14.3.3 A Protected Party making, or intending to make a claim pursuant
              to Clause 14.3.1 above shall promptly notify the Agent of the
              event which will give, or has given, rise to the claim, following
              which the Agent shall notify the Borrower.

       14.3.4 A Protected Party shall, on receiving a payment from the Borrower
              under this Clause 14.3 notify the Agent.

14.4   Tax Credit

       If the Borrower makes a Tax Payment and the relevant Finance Party
       determines, in its sole discretion, that:

       14.4.1 a Tax Credit is attributable to that Tax Payment; and

       14.4.2 that Finance Party has obtained, utilised and retained that Tax
              Credit,

       the Finance Party shall make a reasonable endeavour and to the extent
       that it can do so without prejudice to the retention of such Tax Credit
       pay an amount to the Borrower which that Finance Party determines, in
       its sole discretion, will leave it (after that payment) in the same
       after-Tax position as it would have been in had the Tax Payment not been
       made by the Borrower.

15.    INCREASED COSTS

15.1   Increased costs

       15.1.1 Subject to Clause 15.3 (Exceptions) the Borrower shall, within
              three (3) Business Days of a demand by the Agent, pay for the
              account of a Finance Party the amount of any Increased Costs (as
              defined in Clause 15.1.2) incurred by that Finance Party or any
              of its Affiliates as a result of any change in law or in its
              interpretation or administration and/or compliance with any
              request from


                                                                             30
<PAGE>

              or requirement of any central bank or other fiscal, revenue,
              monetary or other authority (with the requests or requirements of
              which the relevant Finance Party is accustomed to comply, whether
              or not such requests or requirements have the force of law) or
              any change thereto in each case occurring after the Agreement
              Date.

       15.1.2 In this Agreement "Increased Costs" means:

              (A)    a reduction in the rate of return from the Facility or on
                     a Finance Party's (or its Affiliate's) overall capital;

              (B)    an additional or increased cost; or

              (C)    a reduction of any amount due and payable under any
                     Finance Document,

              which is incurred or suffered by a Finance Party or any of its
              Affiliates to the extent that it is attributable to that Finance
              Party having entered into the Finance Documents or funding or
              performing its obligations under any Finance Document.

15.2   Increased cost claims

       15.2.1 A Finance Party intending to make a claim pursuant to Clause 15.1
              (Increased costs) shall notify the Agent of the event giving rise
              to the claim, following which the Agent shall promptly notify the
              Borrower.

       15.2.2 Each Finance Party shall, as soon as practicable after a demand
              by the Agent, provide a certificate confirming the amount of its
              Increased Costs.

15.3   Exceptions

       Clause 15.1 (Increased costs) does not apply to the extent any Increased
       Cost is:

       15.3.1 attributable to a deduction or withholding for or on account of
              Tax from payment under a Finance Document;

       15.3.2 compensated for by Clause 14.3 (Tax indemnity); or

       15.3.3 attributable to the willful breach by the relevant Finance Party
              or its Affiliates of any law or regulation.

16.    OTHER INDEMNITIES

16.1   Currency indemnity

       16.1.1 If any sum due from an Obligor under the Finance Documents (a
              "Sum"), or any order, judgment or award given or made in relation
              to a Sum, has to be converted from the currency (the "First
              Currency") in which that Sum is payable into another currency
              (the "Second Currency") for the purpose of:

              (A)    making or filing a claim or proof against that Obligor;

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


                                                                             31
<PAGE>

              that Obligor shall as an independent obligation, within three (3)
              Business Days of demand, indemnify each Finance Party to whom
              that Sum is due against any cost, loss or liability arising out
              of or as a result of the conversion including any discrepancy
              between (1) the rate of exchange used to convert that Sum from
              the First Currency into the Second Currency and (2) the rate or
              rates of exchange available to that person at the time of its
              receipt of that Sum.

       16.1.2 The Borrower waives any right it may have in any jurisdiction to
              pay any amount under the Finance Documents in a currency or
              currency unit other than that in which it is expressed to be
              payable.

16.2   Other indemnities

       The Borrower shall, within three (3) Business Days of demand, indemnify
       each Lender against any cost, loss or liability incurred by that Lender
       as a result of:

       16.2.1 the occurrence of any Event of Default;

       16.2.2 a failure by an Obligor to pay any amount due under a Finance
              Document on its due date, including without limitation, any cost,
              loss or liability arising as a result of Clause 29 (Sharing among
              the Lenders);

       16.2.3 funding, or making arrangements to fund, its participation in a
              Loan requested by the Borrower in a Drawdown Request but not made
              by reason of the operation of any one or more of the provisions
              of this Agreement (other than by reason of default or negligence
              by that Lender alone); or

       16.2.4 a Loan (or part of a Loan) not being prepaid in accordance with a
              notice of prepayment given by the Borrower.

16.3   Indemnity to the Agent

       The Borrower shall promptly indemnify the Agent against any cost, loss
       or liability incurred by the Agent (acting reasonably) as a result of:

       16.3.1 a Default or perceived Default; or

       16.3.2 acting or relying on any notice, request or instruction which it
              reasonably believes to be genuine, correct and appropriately
              authorised.

16.4   Break costs

       16.4.1 The Borrower shall within three (3) Business Days of demand by a
              Finance Party, pay to that Finance Party its Break Costs
              attributable to all or any part of a Loan or Unpaid Sum being
              paid by the Borrower on a day other than the last day of an
              Interest Period for that Loan or Unpaid Sum.

       16.4.2 Each Lender shall, as soon as reasonably practicable after a
              demand by the Agent, provide a certificate confirming the amount
              of its Break Costs for any Interest Period in which they accrue.


                                                                             32
<PAGE>

17.    MITIGATION BY THE FINANCE PARTIES

17.1   Mitigation

       17.1.1 Each Finance Party shall, in consultation with the Borrower, take
              all reasonable steps to mitigate any circumstances which arise
              and which would result in any amount becoming payable under, or
              cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 14
              (Tax gross-up and indemnities) or Clause 15 (Increased costs)
              including (but not limited to) transferring its rights and
              obligations under the Finance Documents to another Affiliate or
              Facility Office.

       17.1.2 Clause 17.1.1 above does not in any way limit the obligations of
              the Borrower under the Finance Documents.

17.2   Limitation of liability

       17.2.1 The Borrower shall indemnify each Finance Party for all costs and
              expenses reasonably incurred by that Finance Party as a result of
              steps taken by it under Clause 17.1 (Mitigation).

       17.2.2 A Finance Party is not obliged to take any steps under Clause
              17.1 (Mitigation) if, in the opinion of that Finance Party
              (acting reasonably), to do so might be prejudicial to it.

18.    EXPENSES

18.1   The Borrower shall promptly on demand pay the Agent and the
       Co-ordinating Arranger the amount of all costs and expenses (including
       legal fees) reasonably incurred by any of them in connection with the
       negotiation, preparation, documentation, printing and execution of:

       18.1.1 this Agreement and any other documents referred to in this
              Agreement; and

       18.1.2 any other Finance Documents executed after the Agreement Date.

19.    COSTS

19.1   Amendment costs

       If an Obligor requests an amendment, waiver or consent, such Obligor
       shall, within three (3) Business Days of demand, reimburse the Agent for
       the amount of all costs and expenses (including legal fees) reasonably
       incurred by the Agent in responding to, evaluating, negotiating or
       complying with that request or requirement.

19.2   Enforcement costs

       The Borrower shall, within three (3) Business Days of demand, pay to
       each Finance Party the amount of all costs and expenses (including legal
       fees) incurred by that Finance Party in connection with the enforcement
       of, or the preservation of any rights under, any Finance Document.


                                                                             33
<PAGE>


                                   SECTION 7

                                   GUARANTEE

20.    GUARANTEE AND INDEMNITY

20.1   Guarantee and indemnity

       The Guarantor irrevocably and unconditionally:

       20.1.1 guarantees to each Finance Party punctual performance by the
              Borrower of all the Borrower's obligations under the Finance
              Documents;

       20.1.2 undertakes with each Finance Party that whenever the Borrower
              does not pay any amount when due under or in connection with any
              Finance Document, the Guarantor shall immediately on demand pay
              that amount as if it was the principal obligor; and

       20.1.3 indemnifies each Finance Party immediately on demand against any
              cost, loss or liability suffered by that Finance Party if any
              obligation guaranteed by it is or becomes unenforceable, invalid
              or illegal. The amount of the cost, loss or liability shall be
              equal to the amount which that Finance Party would otherwise have
              been entitled to recover.

20.2   Continuing guarantee

       This guarantee is a continuing guarantee and will extend to the ultimate
       balance of sums payable by the Borrower under the Finance Documents,
       regardless of any intermediate payment or discharge in whole or in part.

20.3   Reinstatement

       If any payment by the Borrower or any discharge given by a Finance Party
       (whether in respect of the obligations of the Borrower or any security
       for those obligations or otherwise) is avoided or reduced as a result of
       insolvency or any similar event:

       20.3.1 the liability of the Guarantor shall continue as if the payment,
              discharge, avoidance or reduction had not occurred; and

       20.3.2 each Finance Party shall be entitled to recover the value or
              amount of that security or payment from the Guarantor, as if the
              payment, discharge, avoidance or reduction had not occurred.

20.4   Waiver of defences

       The obligations of the Guarantor under this Clause 20 will not be
       affected by an act, omission, matter or thing which, but for this
       Clause, would reduce, release or prejudice any of its obligations under
       this Clause 20 (without limitation and whether or not known to it or any
       Finance Party including:

       20.4.1 any time, waiver or consent granted to, or composition with, the
              Borrower or other person;

       20.4.2 the release of the Borrower or any other person under the terms
              of any composition or arrangement with any creditor of any member
              of the Group;


                                                                             34
<PAGE>

       20.4.3 the taking, variation, compromise, exchange, renewal or release
              of, or refusal or neglect to perfect, take up or enforce, any
              rights against, or security over assets of, the Borrower or other
              person or any non-presentation or non-observance of any formality
              or other requirement in respect of any instrument or any failure
              to realise the full value of any security;

       20.4.4 any incapacity or lack of power, authority or legal personality
              of or dissolution or change in the members or status of the
              Borrower or any other person;

       20.4.5 any amendment (however fundamental) or replacement of a Finance
              Document or any other document or security;

       20.4.6 any unenforceability, illegality or invalidity of any obligation
              of any person under any Finance Document or any other document or
              security; or

       20.4.7 any insolvency or similar proceedings.

20.5   Immediate recourse

       The Guarantor waives any right it may have of first requiring any
       Finance Party (or any trustee or agent on its behalf) to proceed against
       or enforce any other rights or security or claim payment from any person
       before claiming from the Guarantor under this Clause 20. This waiver
       applies irrespective of any law or any provision of a Finance Document
       to the contrary.

20.6   Appropriations

       Until all amounts which may be or become payable by the Obligors under
       or in connection with the Finance Documents have been irrevocably paid
       in full, each Finance Party (or any trustee or agent on its behalf) may:

       20.6.1 refrain from applying or enforcing any other moneys, security or
              rights held or received by that Finance Party (or any trustee or
              agent on its behalf) in respect of those amounts, or apply and
              enforce the same in such manner and order as it sees fit (whether
              against those amounts or otherwise) and the Guarantor shall not
              be entitled to the benefit of the same; and

       20.6.2 hold in an interest-bearing suspense account any moneys received
              from the Guarantor or on account of the Guarantor's liability
              under this Clause 20.

20.7   Deferral of the Guarantor's rights

       Until all amounts which may be or become payable by the Obligors under
       or in connection with the Finance Documents have been irrevocably paid
       in full and unless the Agent otherwise directs, the Guarantor will not
       exercise any rights which it may have by reason of performance by it of
       its obligations under the Finance Documents:

       20.7.1 to be indemnified by the Borrower; and/or

       20.7.2 to take the benefit (in whole or in part and whether by way of
              subrogation or otherwise) of any rights of the Finance Parties
              under the Finance Documents or of any other guarantee or security
              taken pursuant to, or in connection with, the Finance Documents
              by any Finance Party.


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<PAGE>

20.8   Additional security

       This guarantee is in addition to and is not in any way prejudiced by any
       other guarantee or security now or subsequently held by any Finance
       Party.




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<PAGE>


                                   SECTION 8

              REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

21.    REPRESENTATIONS

       Each Obligor (or, in the case of Clause 21.16 (Negative Pledge), each
       Obligor other than the Guarantor) makes the representations and
       warranties set out in this Clause 21 to each Finance Party on the
       Agreement Date.

21.1   Status

       21.1.1 It is a corporation, duly incorporated and validly existing under
              the law of jurisdiction of its incorporation.

       21.1.2 It has the power to own its assets and carry on its business as
              it is being conducted.

21.2   Binding obligations

       The obligations expressed to be assumed by it in each Finance Document
       are, subject to any general principles of law limiting its obligations
       which are specifically referred to in any legal opinion delivered
       pursuant to Clause 4 (Conditions of Drawdown), legal, valid, binding and
       enforceable obligations.

21.3   Non-conflict with other obligations

       The entry into and performance by it of, and the transactions
       contemplated by, the Finance Documents do not and will not conflict
       with:

       21.3.1 any law or regulation applicable to it;

       21.3.2 its constitutional documents; or

       21.3.3 any agreement or instrument binding upon it or any of its assets.

21.4   Power and authority

       It has the power to enter into, perform and deliver, and has taken all
       necessary action to authorise its entry into, performance and delivery
       of, the Finance Documents to which it is a party and the transactions
       contemplated by those Finance Documents.

21.5   Authorizations

       All Authorizations required or desirable:

       21.5.1 to enable it lawfully to enter into, exercise its rights and
              comply with its obligations in the Finance Documents to which it
              is a party; and

       21.5.2 to make the Finance Documents to which it is a party admissible
              in evidence in the jurisdiction of its incorporation,

       have been obtained or effected and are in full force and effect.


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<PAGE>

21.6   Governing law and enforcement

       Subject as referred to in the legal opinions delivered pursuant to
       Clause 4 (Conditions of Drawdown):

       21.6.1 the choice of Hong Kong law as the governing law of the Finance
              Documents to which it is party will be recognised and enforced in
              its jurisdiction of incorporation;

       21.6.2 any judgment obtained in Hong Kong in relation to a Finance
              Document to which it is a party will be recognised and enforced
              in its jurisdiction of incorporation.

21.7   Deduction of Tax

       It is not required under the law of its jurisdiction of incorporation to
       make any deduction for or on account of Tax from any payment it may make
       under any Finance Document.

21.8   No filing or stamp taxes

       Other than the registration of the Debenture and the Share Charge (and
       the payment of registration fees in connection therewith) referred to in
       the legal opinions delivered pursuant to Clause 4 (Conditions of
       Drawdown), under the law of its jurisdiction of incorporation it is not
       necessary that the Finance Documents to which it is party be filed,
       recorded or enrolled with any court or other authority in that
       jurisdiction or that any stamp, registration or similar tax be paid on
       or in relation to the Finance Documents to which it is party or the
       transactions contemplated by the Finance Documents to which it is party.

21.9   No default

       21.9.1 No Default is continuing or might reasonably be expected to
              result from the making of any Drawdown or any issue of SBLCs.

       21.9.2 No other event or circumstance is outstanding which constitutes a
              default under any other agreement or instrument which is binding
              on it, (and in the case of the Guarantor, the Guarantor and any
              of its Major Subsidiaries) or to which its, (and in the case of
              the Guarantor, the Guarantor and its Major Subsidiaries') assets
              are subject which might have a Material Adverse Effect.

21.10  Financial statements

       The audited financial statements (including a profit and loss account,
       balance sheet and any other financial statements, required by the laws
       of Hong Kong) of an Obligor most recently delivered to the Agent have
       been prepared in accordance with accounting principles and practices
       generally accepted in Hong Kong consistently applied and have been
       prepared, examined, audited, reported on and approved in accordance with
       all procedures required by its constitutional documents and the laws of
       Hong Kong and there has been no material adverse change in the financial
       condition of such Obligor since the date to which those accounts were
       drawn up.


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<PAGE>

21.11  No material adverse change

       To the best of its knowledge and belief, there has been no material
       adverse change in its financial position (or, in the case of the
       Guarantor, in the consolidated financial position of itself and its
       Major Subsidiaries) from that set forth in the financial statements
       referred to in Clause 21.10 (Financial statements).

21.12  Pari passu ranking

       Its payment obligations under the Finance Documents rank at least pari
       passu with the claims of all its other unsecured and unsubordinated
       creditors, except for obligations mandatorily preferred by law applying
       to companies generally.

21.13  No proceedings pending or threatened

       No litigation, arbitration or administrative proceedings of or before
       any court, arbitral body or agency which, if adversely determined, might
       reasonably be expected to have a Material Adverse Effect have (to the
       best of its knowledge and belief) been started or threatened against it
       (and in the case of the Guarantor, the Guarantor and any of its Major
       Subsidiaries).

21.14  Insolvency

       It has not taken any corporate action and no other steps have been taken
       or legal proceedings have been started or threatened against it for its
       winding up, dissolution, administration or reorganisation or for the
       appointment of a receiver, liquidator, administrator, trustee or similar
       officer of it or of any or all of its assets or revenues.

21.15  Ownership

       It is, or is a wholly-owned subsidiary (either directly or indirectly)
       of, the Guarantor.

21.16  Negative Pledge

       Save for the Security permitted pursuant to paragraph 23.3.2 of Clause
       23.3 (Negative Pledge), no Security exists over any of its present or
       future assets, rights or revenues.

21.17  No immunity

       Neither it nor any of its assets is entitled to immunity on the grounds
       of sovereignty or otherwise from any legal action or proceedings (which
       shall include, without limitation, suit, attachment prior to judgment,
       execution or other enforcement) in respect of its liabilities under the
       Finance Documents.

21.18  Repetition

       The Repeating Representations are deemed to be made by each Obligor by
       reference to the facts and circumstances then existing on the date of
       each Drawdown Request, the date of each SBLC Application, the date of
       each SBLC Amendment Application and the first day of each Interest
       Period, except (i) in the case of the representation and warranty set
       out in Clause 21.10 (Financial statements) which shall be deemed to be
       made with reference to the most recent financial statements delivered to
       the Agent under Clause 22 (Information Undertakings) and (ii) in the
       case of Clause 21.11 (No Material Adverse Change) which is deemed to be
       made by each Obligor by reference


                                                                             39
<PAGE>

       to the facts and circumstances then existing on the date of each
       Drawdown Request, the date of each SBLC Application and date of each
       SBLC Amendment Application only.

22.    INFORMATION UNDERTAKINGS

       The undertakings in this Clause 22 shall remain in force from the
       Agreement Date for so long as any amount is outstanding under the
       Finance Documents or any Commitment is in force.

22.1   Financial statements of the Guarantor

       The Guarantor shall supply to the Agent in sufficient copies for all
       Lenders:

       22.1.1 as soon as the same become available, but in any event within 180
              days after the end of each of its financial years its audited
              consolidated financial statements for that financial year; and

       22.1.2 as soon as the same become available, but in any event within 120
              days after the end of each of its financial half year interim
              reports for that financial half year.

22.2   Financial Statements of the Obligors

       Each of the Obligors (other than the Guarantor) shall supply to the
       Agent in sufficient copies for all the Lenders as soon as the same shall
       become available, but in any event within 180 days after the end of its
       financial years its financial statements for that financial year.

22.3   Information: miscellaneous

       Each Obligor shall supply to the Agent (in sufficient copies for each of
       the Lenders, if the Agent so requests):

       22.3.1 all documents dispatched by that Obligor to its creditors
              generally (and, in the case of the Guarantor, to its shareholders
              (or any class of them)) at the same time as they are dispatched;

       22.3.2 promptly upon becoming aware of them, the details of any
              litigation, arbitration or administrative proceedings which are
              current, threatened or pending against it, (and in the case of
              the Guarantor, the Guarantor and any of its Major Subsidiaries),
              and which might, if adversely determined, have a Material Adverse
              Effect; and

       22.3.3 promptly, such further information regarding the financial
              condition, business and operations of it (and in the case of the
              Guarantor, the Guarantor and any of its Major Subsidiaries) as
              any Finance Party (through the Agent) may reasonably request.

22.4   Notification of default

       22.4.1 Each Obligor shall notify the Agent of any Default or breach of
              any representations and warranties under Clause 21
              (Representations) (and the steps, if any, being taken to remedy
              it) promptly upon becoming aware of its


                                                                             40
<PAGE>

              occurrence (unless that Obligor is aware that a notification has
              already been provided by another Obligor).

       22.4.2 Promptly upon a request by the Agent, an Obligor shall supply to
              the Agent a certificate signed by one of its directors or senior
              officers on its behalf certifying that no Default is continuing
              (or if a Default is continuing, specifying the Default and the
              steps, if any, being taken to remedy it).

22.5   Leasing Account report

       The Guarantor shall procure that the RMB Borrower supplies to the Agent
       a semi-annual leasing account report in substantially the form of
       Schedule 10 at the end of June and December of each year, in a form with
       details reasonably satisfactory to the Agent within 45 days after each
       half-yearly end and which shall:

       22.5.1 confirm that (a) all rental income, sales of proceeds and other
              earnings from the PRC Properties which is owned by the RMB
              Borrower have been deposited in the Charged Account and (b) all
              funds in the Charged Account have been used in accordance with
              the terms of the Account Charge and the other Finance Documents;
              and

       22.5.2 give details of any sale of the PRC Properties and any other
              information concerning the PRC Properties and/or Charged Account
              as the Agent shall reasonably request.

22.6   Lease Agreement

       On the date of this Agreement and on an annual basis thereafter, the
       Guarantor shall procure that the RMB Borrower supplies to the Agent the
       standard form lease agreement and the projected rental price for the PRC
       Properties which is owned by the RMB Borrower for the Agent's consent
       (such consent shall not be unreasonably withheld or delayed).

23.    GENERAL UNDERTAKINGS

       The undertakings in this Clause 23 remain in force from the Agreement
       Date for so long as any amount is outstanding under the Finance
       Documents or any Commitment is in force.

23.1   Authorizations

       Each Obligor shall promptly:

       23.1.1 obtain, comply with and do all that is necessary to maintain in
              full force and effect; and

       23.1.2 supply certified copies to the Agent of,

       any Authorization required under any law or regulation of its
       jurisdiction of incorporation or its constitutional documents to enable
       it to perform its obligations under the Finance Documents and to ensure
       the legality, validity, enforceability or admissibility in evidence in
       the jurisdiction of its incorporation of any Finance Document.


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<PAGE>

23.2   Compliance with laws

       Each Obligor shall comply in all respects with all laws to which it may
       be subject, if failure to comply would impair its ability to perform its
       obligations under the Finance Documents.

23.3   Negative pledge

       23.3.1 Each Obligor (other than the Guarantor) shall not (and shall
              ensure that the RMB Borrower shall not) create or permit to
              subsist any Security over any of its assets.

       23.3.2 Paragraph 23.3.1 does not apply to:

              (A)    any lien arising by operation of law and in the ordinary
                     course of business or in respect of Taxes;

              (B)    any Security approved by the Agent (acting on the
                     instruction of the Majority Lenders); and

              (C)    any Security over the PRC Properties existing as at the
                     Agreement Date.

23.4   Disposals

       23.4.1 No Obligor shall (and an Obligor shall ensure that no other
              member of the Group will), without the prior written consent of
              the Majority Lenders, enter into a single transaction or a series
              of transactions (whether related or not) and whether voluntary or
              involuntary to sell, lease, transfer or otherwise dispose of any
              business, asset, or revenue.

       23.4.2 Paragraph 23.4.1 above does not apply (1) to the Guarantor and
              (2) to any sale, lease, transfer or other disposal made in the
              ordinary course of business of the disposing entity or to any
              Permitted Disposal.

23.5   Merger

       No Obligor (other than the Guarantor) shall without the prior written
       approval of the Agent (acting on the instructions of the Majority
       Lenders), (and shall ensure that no other member of the Group will),
       enter into any amalgamation, demerger, merger or corporate
       reconstruction.

23.6   Change of business

       No Obligor shall make any change to the general nature of its business
       from that carried on at the Agreement Date.

23.7   Ownership

       The Guarantor shall ensure that it shall remain the direct or indirect
       beneficial owner (1) of 100% of the issued share capital of each of the
       Borrower, the Chargor and Gain Score and (2) of at least 75% of the
       registered capital of the RMB Borrower (and to have a 100% beneficial
       interest in the RMB Borrower).


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<PAGE>

23.8   Loan to Value Ratio

       The Borrower undertakes that if at any time the Loan to Value Ratio
       exceeds sixty-five per cent (65%) it shall promptly notify the Agent and
       shall within 30 days of such notification, maintain the Loan to Value
       Ratio at fifty per cent (50%) by either (i) repaying sufficient amounts
       outstanding under the Term Loan Facility or (ii) providing further
       security or making other arrangements (each in form and substance
       acceptable to the Lenders (acting reasonably)). For the purposes of
       determining the Loan to Value Ratio and at the Agent's reasonable
       request, the Borrower undertakes at its own cost once per calendar year
       to arrange for a full appraisal report of the PRC Properties and any
       other security acceptable to the Agent for the purposes of the Loan to
       Value Ratio. The Borrower may consent (such consent not to be
       unreasonably withheld or delayed) to any request by the Agent for an
       additional valuation report to be provided.

23.9   RMB Borrower

       Each of the Guarantor and Gain Score shall procure that the RMB Borrower
       shall comply with its obligations under the RMB Facility, and the
       Guarantor shall procure that each of the other Obligors shall comply
       with its obligations under the Facilities.

23.10  Subordination

       23.10.1 Each of the Obligors agrees that any Financial Indebtedness
              extended by it to any other member of the Group shall be
              subordinated in all respects to the obligations owed by the
              Obligors to the Lenders under the Facilities.

       23.10.2 The undertaking in paragraph 23.10.1 above shall not apply in
              respect of any Financial Indebtedness extended in relation to (1)
              expenses provided that the reimbursement of such expenses do not
              exceed an aggregated amount of HK$20 million (or its equivalent
              in any other currency or currencies) per year and (2) the
              expenses payable under Clause 13 (Fees) and Clause 18 (Expenses).

23.11  Release of security

       23.11.1 The Guarantor undertakes to procure that the RMB Borrower shall
              not release or discharge any of the Mortgages or the Account
              Charge without the prior written consent of the Majority Lenders
              (such consent not to be unreasonably withheld or delayed).

       23.11.2 Paragraph 23.11.1 does not apply to any Mortgage which is to be
              released to permit the sale of any part of the PRC Properties
              pursuant to the terms of the Finance Documents.

23.12  Preservation of assets

       Each of the Obligors undertakes to procure that the RMB Borrower shall
       not dispose of any of the PRC Properties (other than Permitted
       Disposals), purchase any additional assets (other than Permitted
       Purchases) or incur any Financial Indebtedness or liability (other than
       Permitted Indebtedness) without the prior written consent of the
       Majority Lenders (not to be unreasonably withheld or delayed).


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<PAGE>

23.13  Release of shares

       Except with the prior written consent of the Majority Lenders (not to be
       unreasonably withheld or delayed), Gain Score will not permit any of its
       rights under the co-operative joint venture contract in the RMB Borrower
       to be altered or transferred to a third party in any respect or to
       increase the registered capital of the RMB Borrower.

23.14  Loans and Guarantees

       Gain Score and the RMB Borrower shall not make any loans, grant any
       credit or give any guarantee or indemnity to or for the benefit of any
       person other than in the ordinary course of business and to its
       shareholders unless it has received prior written consent of the
       Majority Lenders.

24.    EVENTS OF DEFAULT

       Each of the events or circumstances set out in Clause 24 (other than
       Clause 24.16 (Acceleration)) is an Event of Default.

24.1   Non-payment

       An Obligor does not pay on the due date any amount payable pursuant to a
       Finance Document at the place at and in the currency in which it is
       expressed to be payable unless:

       24.1.1 its failure to pay is caused by administrative or technical
              error; and

       24.1.2 payment is made within three (3) Business Days of its due date.

24.2   Specific Undertakings

       An Obligor fails to comply with Clause 23.3 (Negative Pledge), Clause
       23.4 (Disposals), Clause 23.5 (Merger) or Clause 23.7 (Ownership).

24.3   Other obligations

       24.3.1 An Obligor does not comply with any provision of the Finance
              Documents (other than those referred to in Clause 24.1
              (Non-payment) and Clause 24.2 (Specific Undertakings)).

       24.3.2 No Event of Default shall occur under Clause 24.3.1 above unless
              the circumstances underlying such Event of Default are:

              (A)    not (in the reasonable opinion of the Agent) capable of
                     being remedied; or

              (B)    not remedied within 20 Business Days of the Agent giving
                     written notice to the relevant Obligor requiring it to
                     remedy (or, If earlier, within 20 Business Days of the
                     date on which the Borrower first became aware of such
                     breach).


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<PAGE>

24.4   Misrepresentation

       Any representation or statement made or deemed to be made by an Obligor
       in the Finance Documents or any other document delivered by or on behalf
       of any Obligor under or in connection with any Finance Document is or
       proves to have been incorrect or misleading in any material respect when
       made or deemed to be made unless the underlying circumstances (if in the
       Agent's reasonable opinion capable of remedy) are remedied within 20
       Business Days of the Agent giving written notice to the relevant Obligor
       requiring it to remedy or, if earlier, within 20 Business Days of the
       date on which such Obligor became aware of such breach, and its effect
       is such as to be reasonably likely (in the reasonable opinion of the
       Agent) to give rise to a Material Adverse Effect.

24.5   Cross default

       24.5.1 Any Financial Indebtedness of the Guarantor or any of its Major
              Subsidiaries is not paid when due nor within any originally
              applicable grace period.

       24.5.2 Any Financial Indebtedness of the Guarantor or any of its Major
              Subsidiaries is declared to be or otherwise becomes due and
              payable prior to its specified maturity as a result of an event
              of default (however described).

       24.5.3 Any commitment for any Financial Indebtedness of the Guarantor or
              any Major Subsidiary of the Guarantor is cancelled or suspended
              by a creditor of the Guarantor or any Major Subsidiary of the
              Guarantor as a result of an event of default (however described).

       24.5.4 Any creditor of the Guarantor or any Major Subsidiary of the
              Guarantor becomes entitled to declare any Financial Indebtedness
              of the Guarantor or such Major Subsidiary due and payable prior
              to its specified maturity as a result of an event of default
              (however described)

       provided that (i) it shall not constitute an Event of Default under
       Clauses 24.5.1 to 24.5.4 in the case of any member of the Group (if, the
       aggregate amount of all such Financial Indebtedness in relation to such
       member of the Group is less than HK$20 million (or, in the case of the
       Guarantor, or a Major Subsidiary of the Guarantor, US$30,000,000) (or
       its equivalent in any other currency or currencies)) and (ii) this
       Clause 24.5 shall not apply to the Financial Indebtedness of the RMB
       Borrower.

24.6   Insolvency

       24.6.1 The Guarantor or any of its Major Subsidiaries is unable or
              admits inability to pay its debts as they fall due, suspends
              making payments on any of its debts or, by reason of actual or
              anticipated financial difficulties, commences negotiations with
              one or more of its creditors with a view to rescheduling any of
              its indebtedness.

       24.6.2 A moratorium is declared in respect of any indebtedness of the
              Guarantor or any of its Major Subsidiaries.


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<PAGE>

24.7   Insolvency proceedings

       Any corporate action, legal proceedings or other procedure or step is
       taken in relation to:

       24.7.1 the suspension of payments, a moratorium of any indebtedness,
              winding-up, dissolution, administration or reorganization (by way
              of voluntary arrangement, scheme of arrangement or otherwise) of
              the Guarantor or any of its Major Subsidiaries other than a
              solvent liquidation or reorganisation of the Guarantor or a Major
              Subsidiary of the Guarantor;

       24.7.2 a composition, assignment or arrangement with any creditor of the
              Guarantor or any of its Major Subsidiaries;

       24.7.3 the appointment of a liquidator (other than in respect of a
              solvent liquidation of the Guarantor or a Major Subsidiary of the
              Guarantor), receiver, administrator, compulsory manager or other
              similar officer in respect of any member of the Group or any of
              its assets (save for any such person appointed by the RMB
              Borrower in respect of indebtedness under the RMB Facility); or

       24.7.4 enforcement of any Security over any assets of any member of the
              Group (provided that it shall not constitute an Event of Default
              if such Security secures (or the breach giving rise to such
              enforcement is an amount of) Financial Indebtedness or commitment
              for Financial Indebtedness which is less than HK$20,000,000 (or,
              in the case of the Guarantor, US$30,000,000) or is Security for
              the RMB Facility),

       or any analogous procedure or step is taken in any jurisdiction.

24.8   Creditors' process

       Any expropriation, attachment, sequestration, distress or execution
       affects any asset or assets of a member of the Group (which is to
       recover assets with a book value greater than HK$20,000,000) or, in the
       case of the Guarantor, US$30,000,000 (in each case, or its equivalent in
       any other currency or currencies)) (save for any such action or event by
       the RMB Borrower in respect of indebtedness under the RMB Facility) and
       is not discharged within ten (10) Business Days.

24.9   Ownership by the Guarantor

       The Guarantor ceases to be the direct or indirect beneficial owner (1)
       of 100% of the issued share capital of each of the Borrower, the Chargor
       or Gain Score or (2) of 75% of the registered capital of the RMB
       Borrower (or to have a 100% beneficial interest in the RMB Borrower).

24.10  Unlawfulness

       It is or becomes unlawful or illegal for an Obligor to perform any of
       its obligations under the Finance Documents and such non-performance has
       a Material Adverse Effect.


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<PAGE>

24.11  Repudiation

       An Obligor repudiates a Finance Document or evidences an intention to
       repudiate a Finance Document where to do so would have a Material
       Adverse Effect.

24.12  Material adverse change

       Any event or series of events occurs which has a Material Adverse
       Effect.

24.13  Government intervention

       All or a material part of the undertakings, assets, rights or revenues
       of or shares or other ownership interests of any member of the Group are
       seized, nationalised, expropriated or compulsorily acquired by or under
       the authority of any Government.

24.14  Cessation or change of business

       24.14.1 Any member of the Group suspends or ceases or threatens to
              suspend or cease to carry on all or a substantial part of its
              respective business.

       24.14.2 The general nature of the business of any member of the Group
              (other than the Guarantor) changes substantially from that of the
              Agreement Date.

24.15  Guarantee

       The guarantee of the Guarantor under Clause 20 (Guarantee and Indemnity)
       is not effective or is alleged by an Obligor to be ineffective for any
       reason.

24.16  Acceleration

       On and at any time after the occurrence of an Event of Default which is
       continuing the Agent may, and shall if so directed by the Majority
       Lenders, by notice to the Borrower:

       24.16.1 cancel the Total Commitments whereupon they shall immediately be
              cancelled;

       24.16.2 declare that all or part of the Loans, together with accrued
              interest, and all other amounts accrued under the Finance
              Documents be immediately due and payable, whereupon they shall
              become immediately due and payable; and/or

       24.16.3 declare that all or part of the Loans be payable on demand,
              whereupon they shall immediately become payable on demand by the
              Agent on the instructions of the Majority Lenders.


                                                                             47
<PAGE>


                                   SECTION 9

                               CHANGES TO PARTIES

25.    CHANGES TO THE LENDERS

25.1   Assignments and transfers by the Lenders

       Subject to this Clause 25, a Lender (the "Existing Lender") may:

       25.1.1 assign any of its rights under HKD Finance Documents; or

       25.1.2 transfer by novation any of its rights and obligations under HKD
              Finance Documents,

       to any other bank or financial institution (the "New Lender").

25.2   Conditions of assignment or transfer

       25.2.1 The consent of the Borrower is required for an assignment or
              transfer by a Lender, unless the assignment or transfer is to
              another bank or financial institution or an Affiliate of a
              Lender.

       25.2.2 The consent of the Borrower to an assignment or transfer must not
              be unreasonably withheld or delayed. The Borrower will be deemed
              to have given its consent five (5) Business Days after the Lender
              has requested it unless consent is expressly refused by the
              Borrower within that time.

       25.2.3 An assignment will only be effective on receipt by the Agent of
              written confirmation from the New Lender (in form and substance
              satisfactory to the Agent) that the New Lender will assume the
              same obligations to the other Parties as it would have been under
              if it was an Original Lender.

       25.2.4 A transfer will only be effective if the procedure set out in
              Clause 25.5 (Procedure for transfer) is complied with.

       25.2.5 If:

              (A)    a Lender assigns or transfers any of its rights or
                     obligations under the Finance Documents or any of them or
                     changes its Facility Office; and

              (B)    as a result of circumstances existing at the date the
                     assignment or transfer, the Borrower would be obliged to
                     make a payment to the New Lender or Lender acting through
                     its new Facility Office under Clause 14 (Tax gross-up and
                     indemnities) or Clause 15.1 (Increased costs),

              then the New Lender or Lender acting through its new Facility
              Office is only entitled to receive payment under those Clauses to
              the same extent as the Existing Lender or Lender acting through
              its previous Facility Office would have been if the assignment,
              transfer or change had not occurred.

25.3   Assignment or transfer fee

       The New Lender shall, on the date upon which an assignment or transfer
       takes effect, pay to the Agent (for its own account) a fee of US$500.


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<PAGE>

25.4   Limitation of responsibility of Existing Lenders

       25.4.1 Unless expressly agreed to the contrary, an Existing Lender makes
              no representation or warranty and assumes no responsibility to a
              New Lender for:

              (A)    the legality, validity, effectiveness, adequacy or
                     enforceability of the Finance Documents or any other
                     documents;

              (B)    the financial condition of any Obligor;

              (C)    the performance and observance by any Obligor of its
                     obligations under the Finance Documents or any other
                     documents; or

              (D)    the accuracy of any statements (whether written or oral)
                     made in or in connection with any Finance Document or any
                     other document,

              and any representations or warranties implied by law are
              excluded.

       25.4.2 Each New Lender confirms to the Existing Lender and the other
              Finance Parties that it:

              (A)    has made (and shall continue to make) its own independent
                     investigation and assessment of the financial condition
                     and affairs of each Obligor and its related entities in
                     connection with its participation in this Agreement and
                     has not relied exclusively on any information provided to
                     it by the Existing Lender in connection with any Finance
                     Document; and

              (B)    will continue to make its own independent appraisal of the
                     creditworthiness of each Obligor and its related entities
                     whilst any amount is or may be outstanding under the
                     Finance Documents or any Commitment is in force.

       25.4.3 Nothing in any Finance Document obliges an Existing Lender to:

              (A)    accept a re-transfer from a New Lender of any of the
                     rights and obligations assigned or transferred under this
                     Clause 25; or

              (B)    support any losses directly or indirectly incurred by the
                     New Lender by reason of the non-performance by any Obligor
                     of its obligations under the Finance Documents or
                     otherwise.

25.5   Procedure for transfer

       25.5.1 Subject to the conditions set out in Clause 25.2 (Conditions of
              assignment or transfer) a transfer is effected in accordance with
              paragraph 25.5.2 below when the Agent executes an otherwise duly
              completed Transfer Certificate delivered to it by the Existing
              Lender and the New Lender. The Agent shall, as soon as reasonably
              practicable after receipt by it of a duly completed Transfer
              Certificate appearing on its face to comply with the terms of
              this Agreement and delivered in accordance with the terms of this
              Agreement, execute that Transfer Certificate and deliver a copy
              of that Transfer Certificate to the Borrower.


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<PAGE>

       25.5.2 On the Transfer Date:

              (A)    to the extent that in the Transfer Certificate the
                     Existing Lender seeks to transfer by novation its rights
                     and obligations under the Finance Documents each of the
                     Obligors and the Existing Lender shall be released from
                     further obligations towards one another under the Finance
                     Documents and their respective rights against one another
                     shall be cancelled (being the "Discharged Rights and
                     Obligations");

              (B)    each of the Obligors and the New Lender shall assume
                     obligations towards one another and/or acquire rights
                     against one another which differ from the Discharged
                     Rights and Obligations only insofar as that Obligor and
                     the New Lender have assumed and/or acquired the same in
                     place of that Obligor and the Existing Lender;

              (C)    the Agent, the Co-ordinating Arranger, the New Lender and
                     other Lenders shall acquire the same rights and assume the
                     same obligations between themselves as they would have
                     acquired and assumed had the New Lender been an Original
                     Lender with the rights and/or obligations acquired or
                     assumed by it as a result of the transfer and to that
                     extent the Agent, the Co-ordinating Arranger and the
                     Existing Lender shall each be released from further
                     obligations to each other under this Agreement; and

              (D)    the New Lender shall become a Party as a "Lender".

25.6   Disclosure of information

       A Lender may not disclose any information about any Obligor, the Group
       and the Finance Documents to any other person other than any of its
       Affiliates and their respective legal or other advisers or any person:

       25.6.1 to (or through) whom that Lender assigns or transfers (or may
              potentially assign or transfer) all or any of its rights and
              obligations under this Agreement;

       25.6.2 with (or through) whom that Lender enters into (or may
              potentially enter into) any sub-participation in relation to, or
              any other transaction under which payments are to be made by
              reference to, this Agreement or any Obligor; or

       25.6.3 to whom, and to the extent that, information is required to be
              disclosed by any applicable law or regulation,

       and, in relation to paragraphs 25.6.1 and 25.6.2 above, any person to
       whom the information is to be given which has entered into a
       confidentiality undertaking. However, each Finance Party is entitled to
       disclose confidential information:-

       (i)    in connection with any proceedings arising out of or in
              connection with the Finance Documents;

       (ii)   if required to do so by an order of a court of competent
              jurisdiction whether in pursuance of any procedure for
              discovering documents or otherwise;


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<PAGE>

       (iii)  pursuant to any law or regulation in accordance with which that
              Finance Party is required or accustomed to act;

       (iv)   to any governmental, banking or taxation authority of competent
              jurisdiction where such disclosure is required by such authority;
              or

       (v)    to its auditors or legal or other professional advisers where
              required by them in connection with their professional duties
              with such Finance Party.

26.    CHANGE TO THE BORROWER

       The Borrower may not assign any of its rights or transfer any of its
       rights or obligations under the Finance Documents.



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                                   SECTION 10

                              THE FINANCE PARTIES

27.    ROLE OF THE AGENT AND THE CO-ORDINATING ARRANGER

27.1   Appointment of the Agent

       27.1.1 Each of the Co-ordinating Arranger and the Lenders appoints the
              Agent to act as its agent under and in connection with the
              Finance Documents.

       27.1.2 Each of the Co-ordinating Arranger and the Lenders authorises the
              Agent to exercise the rights, powers, authorities and discretions
              specifically given to the Agent under or in connection with the
              Finance Documents together with any other incidental rights,
              powers, authorities and discretions.

27.2   Duties of the Agent

       27.2.1 The Agent shall promptly forward to a Party the original or a
              copy of any document which is delivered to the Agent for that
              Party by any other Party.

       27.2.2 If the Agent receives notice from a Party referring to this
              Agreement, describing a Default and stating that the circumstance
              described is a Default, it shall promptly notify the Lenders.

       27.2.3 The Agent shall promptly notify the Lenders of any Default
              arising under Clause 24.1 (Non-payment).

       27.2.4 The Agent's duties under the Finance Documents are solely
              mechanical and administrative in nature.

27.3   Role of the Co-ordinating Arranger

       Except as specifically provided in the Finance Documents, the
       Co-ordinating Arranger has no obligations of any kind to any other Party
       under or in connection with any Finance Document.

27.4   No fiduciary duties

       27.4.1 Nothing in this Agreement constitutes the Agent or the
              Co-ordinating Arranger as a trustee or fiduciary of any other
              person.

       27.4.2 Neither the Agent nor the Co-ordinating Arranger shall be bound
              to account to any Lender for any sum or the profit element of any
              sum received by it for its own account.

27.5   Business with the Group

       The Agent and the Co-ordinating Arranger may accept deposits from, lend
       money to and generally engage in any kind of banking or other business
       with any member of the Group.


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<PAGE>


27.6   Rights and discretions of the Agent

       27.6.1 The Agent may rely on:

              (A)    any representation, notice or document believed by it to
                     be genuine, correct and appropriately authorised; and

              (B)    any statement made by a director, authorised signatory or
                     employee of any person regarding any matters which may
                     reasonably be assumed to be within his knowledge or within
                     his power to verify.

       27.6.2 The Agent may assume (unless it has received notice to the
              contrary in its capacity as agent for the Lenders) that:

              (A)    no Default has occurred (unless it has actual knowledge of
                     a Default arising under Clause 24.1 (Non-payment));

              (B)    any right, power, authority or discretion vested in any
                     Party or the Majority Lenders has not been exercised.

       27.6.3 The Agent may engage, pay for and rely on the advice or services
              of any lawyers, accountants, surveyors or other experts.

       27.6.4 The Agent may act in relation to the Finance Documents through
              its personnel and agents.

27.7   Majority Lenders' instructions

       27.7.1 Unless a contrary indication appears in a Finance Document, the
              Agent shall:

              (A)    act in accordance with any instructions given to it by the
                     Majority Lenders or, if so instructed by the Majority
                     Lenders, refrain from acting or exercising any right,
                     power, authority or discretion vested in it as Agent; and

              (B)    not be liable for any act (or omission) if it acts (or
                     refrains from taking any action) in accordance with such
                     an instruction of the Majority Lenders.

       27.7.2 Unless a contrary indication appears in a Finance Document, any
              instructions given by the Majority Lenders will be binding on all
              the Lenders and the Co-ordinating Arranger.

       27.7.3 The Agent may refrain from acting in accordance with the
              instructions of the Majority Lenders (or, if appropriate, the
              Lenders) until it has received such security as it may require
              for any cost, loss or liability (together with any associated
              services tax) which it may incur in complying with the
              instructions.

       27.7.4 In the absence of instructions from the Majority Lenders, (or, if
              appropriate, the Lenders) the Agent may act (or refrain from
              taking action) as it considers to be in the best interest of the
              Lenders.


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<PAGE>

       27.7.5 The Agent is not authorised to act on behalf of a Lender (without
              first obtaining that Lender's consent) in any legal or
              arbitration proceedings relating to any Finance Document.

27.8   Responsibility for documentation

       Neither the Agent nor the Co-ordinating Arranger:

       27.8.1 is responsible for the adequacy, accuracy and/or completeness of
              any information (whether oral or written) supplied by the Agent,
              the Co-ordinating Arranger, an Obligor or any other person given
              in or in connection with any Finance Document; or

       27.8.2 is responsible for the legality, validity, effectiveness,
              adequacy or enforceability of any Finance Document or any other
              agreement, arrangement or document entered into, made or executed
              in anticipation of or in connection with any Finance Document.

27.9   Exclusion of liability

       27.9.1 Without limiting paragraph 27.9.2 below, the Agent will not be
              liable for any action taken by it under or in connection with any
              Finance Document, unless directly caused by its gross negligence
              or willful misconduct.

       27.9.2 No Party may take any proceedings against any officer, employee
              or agent of the Agent in respect of any claim it might have
              against the Agent or in respect of any act or omission of any
              kind by that officer, employee or agent in relation to any
              Finance Document and any officer, employee or agent of the Agent
              may rely on this Clause.

       27.9.3 The Agent will not be liable for any delay (or any related
              consequences) in crediting an account with an amount required
              under the Finance Documents to be paid by the Agent if the Agent
              has taken all necessary steps as soon as reasonably practicable
              to comply with the regulations or operating procedures of any
              recognised clearing or settlement system used by the Agent for
              that purpose.

27.10  Lenders' indemnity to the Agent

       Each Lender shall (in proportion to its share of the Total Commitments
       or, if the Total Commitments are then zero, to its share of the Total
       Commitments immediately prior to their reduction to zero) indemnify the
       Agent, within three (3) Business Days of demand, against any cost, loss
       or liability incurred by the Agent (otherwise than by reason of the
       Agent's gross negligence or willful misconduct) in acting reasonably as
       Agent under the Finance Documents (unless the Agent has been fully
       reimbursed by an Obligor pursuant to a Finance Document).

27.11  Resignation of the Agent

       27.11.1  Subject to the prior written notice given by the Agent to the
                Borrower, the Agent may resign and appoint one of its
                Affiliates acting through an office in Hong Kong as successor
                by giving notice to the Lenders and the Obligors.


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<PAGE>

        27.11.2 Alternatively the Agent may resign by giving notice to the
                Lenders and the Obligors, in which case the Majority Lenders
                (after obtaining the prior written approval of the Borrower
                (not to be unreasonably withheld or delayed)) may appoint a
                successor Agent.

        27.11.3 If the Majority Lenders have not appointed a successor Agent in
                accordance with paragraph 27.11.2 above within thirty (30) days
                after notice of resignation was given, the Agent may appoint a
                successor Agent (acting through an office in Hong Kong) which
                shall be a reputable financial institution.

        27.11.4 The retiring Agent shall, at its own cost, make available to
                the successor Agent such documents and records and provide such
                assistance as the successor Agent may reasonably request for
                the purposes of performing its functions as Agent under the
                Finance Documents.

        27.11.5 The Agent's resignation notice shall only take effect upon the
                appointment of a successor.

        27.11.6 Upon the appointment of a successor, the retiring Agent shall
                be discharged from any further obligation in respect of the
                Finance Documents but shall remain entitled to the benefit of
                this Clause 27. Its successor and each of the other Parties
                shall have the same rights and obligations amongst themselves
                as they would have had if such successor had been an original
                Party.

27.12   Confidentiality

        27.12.1 In acting as agent for the Finance Parties, the Agent shall be
                regarded as acting through its agency division which shall be
                treated as a separate entity from any other of its divisions or
                departments.

        27.12.2 If information is received by another division or department of
                the Agent, it may be treated as confidential to that division
                or department and the Agent shall not be deemed to have notice
                of it.

        27.12.3 Notwithstanding any other provision of any Finance Document to
                the contrary, neither the Agent nor the Co-ordinating Arranger
                are obliged to disclose to any other person (i) any
                confidential information or (ii) any other information if the
                disclosure would or might in its reasonable opinion constitute
                a breach of any law or a breach of a fiduciary duty.

27.13   Relationship with the Lenders

        The Agent may treat each Lender as a Lender, entitled to payments under
        this Agreement and acting through its Facility Office unless it has
        received not less than five Business Days prior notice from that Lender
        to the contrary in accordance with the terms of this Agreement.

27.14   Credit appraisal by the Lenders

        Without affecting the responsibility of any Obligor for information
        supplied by it or on its behalf in connection with any Finance
        Document, each Lender confirms to the Agent and the Co-ordinating
        Arranger that it has been, and will continue to be, solely


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<PAGE>

        responsible for making its own independent appraisal and investigation
        of all risks arising under or in connection with any Finance Document
        including but not limited to:

        27.14.1 the financial condition, status and nature of each member of
                the Group;

        27.14.2 the legality, validity, effectiveness, adequacy or
                enforceability of any Finance Document and any other agreement,
                arrangement or document entered into, made or executed in
                anticipation of, under or in connection with any Finance
                Document;

        27.14.3 whether that Lender has recourse, and the nature and extent of
                that recourse, against any Party or any of its respective assets
                under or in connection with any Finance Document, the
                transactions contemplated by the Finance Documents or any other
                agreement, arrangement or document entered into, made or
                executed in anticipation of, under or in connection with any
                Finance Document; and

        27.14.4 the adequacy, accuracy and/or completeness of any information
                provided by the Agent, any Party or by any other person under
                or in connection with any Finance Document, the transactions
                contemplated by the Finance Documents or any other agreement,
                arrangement or document entered into, made or executed in
                anticipation of, under or in connection with any Finance
                Document.

28.     CONDUCT OF BUSINESS BY THE FINANCE PARTIES

        No provision of this Agreement will:

        28.1.1  interfere with the right of any Finance Party to arrange its
                affairs (tax or otherwise) in whatever manner it thinks fit;

        28.1.2  oblige any Finance Party to investigate or claim any credit,
                relief, remission or repayment available to it or the extent,
                order and manner of any claim; or

        28.1.3  oblige any Finance Party to disclose any information relating
                to its affairs (tax or otherwise) or any computations in
                respect of Tax.

29.     SHARING AMONG THE LENDERS

29.1    Payments to Lenders

        If a Lender (a "Recovering Lender") receives or recovers any amount
        from an Obligor other than in accordance with Clause 30 (Payment
        mechanics) and applies that amount to a payment due under the Finance
        Documents then:

        29.1.1  the Recovering Lender shall, within three Business Days, notify
                details of the receipt or recovery, to the Agent;

        29.1.2  the Agent shall determine whether the receipt or recovery is in
                excess of the amount the Recovering Lender would have been paid
                had the receipt or recovery been received or made by the Agent
                and distributed in accordance with Clause 30 (Payment
                mechanics), without taking account of any Tax


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<PAGE>

                which would be imposed on the Agent in relation to the receipt,
                recovery or distribution; and

        29.1.3  the Recovering Lender shall, within three (3) Business Days of
                demand by the Agent, pay to the Agent an amount (the "Sharing
                Payment") equal to such receipt or recovery less any amount
                which the Agent determines may be retained by the Recovering
                Lender as its share of any payment to be made, in accordance
                with Clause 30.5 (Partial payments).

29.2    Redistribution of payments

        The Agent shall treat the Sharing Payment as if it had been paid by the
        relevant Obligor and distribute it between the Finance Parties (other
        than the Recovering Lender) in accordance with Clause 30.5 (Partial
        payments).

29.3    Recovering Lender's rights

        29.3.1  On a distribution by the Agent under Clause 29.2
                (Redistribution of payments), the Recovering Lender will be
                subrogated to the rights of the Finance Parties which have
                shared in the redistribution.

        29.3.2  If and to the extent that the Recovering Lender is not able to
                rely on its rights under paragraph 29.3.1 above, the relevant
                Obligor shall be liable to the Recovering Lender for a debt
                equal to the Sharing Payment which is immediately due and
                payable.

29.4    Reversal of redistribution

        If any part of the Sharing Payment received or recovered by a
        Recovering Lender becomes repayable and is repaid by that Recovering
        Lender, then:

        29.4.1  each Lender which has received a share of the relevant Sharing
                Payment pursuant to Clause 29.2 (Redistribution of payments)
                shall, upon request of the Agent, pay to the Agent for account
                of that Recovering Lender an amount equal to its share of the
                Sharing Payment (together with an amount as is necessary to
                reimburse that Recovering Lender for its proportion of any
                interest on the Sharing Payment which that Recovering Lender is
                required to pay); and

        29.4.2  that Recovering Lender's rights of subrogation in respect of
                any reimbursement shall be cancelled and the relevant Obligor
                will be liable to the reimbursing Lender for the amount so
                reimbursed.

29.5    Exceptions

        29.5.1  This Clause 29 shall not apply to the extent that the
                Recovering Lender would not, after making any payment pursuant
                to this Clause, have a valid and enforceable claim against the
                relevant Obligor.

        29.5.2  A Recovering Lender is not obliged to share with any other
                Lender any amount which the Recovering Lender has received or
                recovered as a result of taking legal or arbitration
                proceedings, if:

                (A)     it notified the other Lenders of the legal or
                        arbitration proceedings; and


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<PAGE>

                (B)     the other Lender had an opportunity to participate in
                        those legal or arbitration proceedings but did not do
                        so as soon as reasonably practicable having received
                        notice or did not take separate legal or arbitration
                        proceedings.




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<PAGE>


                                   SECTION 11

                                 ADMINISTRATION

30.     PAYMENT MECHANICS

30.1    Payments to the Agent

        30.1.1  On each date on which an Obligor or a Lender is required to
                make a payment under a Finance Document, that Obligor or Lender
                shall make the same available to the Agent (unless a contrary
                indication appears in a Finance Document) for value on the due
                date at the time and in such funds specified by the Agent as
                being customary at the time for settlement of transactions in
                the relevant currency in the place of payment.

        30.1.2  Payment shall be made to the following account with ICBC HK the
                payment details of which are: For HK$, Bank Code: 214, Branch
                Code: 120-0001, For account of The Industrial and Commercial
                Bank of China, Hong Kong Branch, Attn: Loan Processing
                Department, or such other account with such bank as the Agent
                shall specify.

30.2    Distributions by the Agent

        Each payment received by the Agent under the Finance Documents for
        another Party shall, subject to Clause 30.3 (Distributions to the
        Obligor) and Clause 30.4 (Clawback) be made available by the Agent as
        soon as practicable after receipt to the Party entitled to receive
        payment in accordance with this Agreement (in the case of a Lender, for
        the account of its Facility Office), to such account as that Party may
        notify to the Agent by not less than five Business Days' notice with a
        bank in the principal financial centre of the country of that currency.

30.3    Distributions to an Obligor

        The Agent may (with the consent of the Obligor or in accordance with
        Clause 31 (Set-off)) apply any amount received by it for that Obligor
        in or towards payment (on the date and in the currency and funds of
        receipt) of any amount due from that Obligor under the Finance
        Documents or in or towards purchase of any amount of any currency to be
        so applied.

30.4    Clawback

        30.4.1  Where a sum is to be paid to the Agent under the Finance
                Documents for another Party, the Agent is not obliged to pay
                that sum to that other Party until it has been able to
                establish to its satisfaction that it has actually received
                that sum.

        30.4.2  If the Agent pays an amount to another Party and it proves to
                be the case that the Agent had not actually received that
                amount, then the Party to whom that amount was paid by the
                Agent shall on demand refund the same to the Agent together
                with interest on that amount from the date of payment to the
                date of receipt by the Agent, calculated by the Agent to
                reflect its cost of funds.


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<PAGE>

30.5    Partial payments

        30.5.1  If the Agent receives a payment that is insufficient to
                discharge all the amounts then due and payable by an Obligor
                under the Finance Documents, the Agent shall apply that payment
                towards the obligations of that Obligor under the Finance
                Documents in the following order:

                (A)     first, in or towards payment pro rata of any unpaid
                        fees, costs and expenses of the Agent under the Finance
                        Documents;

                (B)     secondly, in or towards payment of any unpaid fees of
                        the Co-ordinating Arranger under this Agreement;

                (C)     thirdly, in or towards payment pro rata of any accrued
                        interest or commission due but unpaid under this
                        Agreement;

                (D)     fourthly, in or towards payment pro rata of any
                        principal due but unpaid under this Agreement; and

                (E)     fifthly, in or towards payment pro rata of any other
                        sum due but unpaid under the Finance Documents.

        30.5.2  The Agent shall, if so directed by the Majority Lenders, vary
                the order set out in paragraphs 30.5.1(C) to 30.5.1(E) above.

        30.5.3  Paragraphs 30.5.1 and 30.5.2 above will override any
                appropriation made by an Obligor.

30.6    No set-off by Obligor

        All payments to be made by an Obligor under the Finance Documents shall
        be calculated and be made without (and free and clear of any deduction
        for) set-off or counterclaim.

30.7    Business Days

        30.7.1  Any payment which is due to be made on a day that is not a
                Business Day shall be made on the next Business Day in the same
                calendar month (if there is one) or the preceding Business Day
                (if there is not).

        30.7.2  During any extension of the due date for payment of any
                principal or an Unpaid Sum under this Agreement interest is
                payable on the principal at the rate payable on the original
                due date.

30.8    Currency of account

        30.8.1  Subject to paragraphs 30.8.2 to 30.8.3 below, HK Dollars is the
                currency of account and payment for any sum due from an Obligor
                under any Finance Document.

        30.8.2  Each payment in respect of costs, expenses or Tax shall be made
                in the currency in which the costs, expenses or Tax are
                incurred.

        30.8.3  Any amount expressed to be payable in a currency other than HK
                Dollars shall be paid in that other currency.


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<PAGE>

31.     SET-OFF

        A Finance Party may set off any matured obligation due from an Obligor
        under the Finance Documents (to the extent beneficially owned by that
        Finance Party) against any matured obligation owed by that Finance
        Party to that Obligor, regardless of the place of payment, booking
        branch or currency of either obligation. If the obligations are in
        different currencies, the Finance Party may convert either obligation
        at a market rate of exchange in its usual course of business for the
        purpose of the set-off. The Finance Party shall notify the Agent and
        the Borrower forthwith upon the exercise or purported exercise of any
        right of set-off giving full details in relation thereto and the Agent
        shall inform the other Lenders.

32.     NOTICES

32.1    Communications in writing

        Any communication to be made under or in connection with the Finance
        Documents shall be made in writing and, unless otherwise stated, may be
        made by fax, letter or telex.

32.2    Addresses

        The address, fax number and telex number (and the department or
        officer, if any, for whose attention the communication is to be made)
        of each Party for any communication or document to be made or delivered
        under or in connection with the Finance Documents is:

        32.2.1  in the case of each Lender or any Obligor, that notified in
                writing to the Agent on or prior to the date on which it
                becomes a Party; and

        32.2.2  in the case of the Agent, that identified with its name below,

        or any substitute address, fax number, telex number or department or
        officer as the Party may notify to the Agent (or the Agent may notify
        to the other Parties, if a change is made by the Agent) by not less
        than five (5) Business Days' notice.

32.3    Delivery

        32.3.1  Any communication or document made or delivered by one person
                to another under or in connection with the Finance Documents
                will only be effective:

                (A)     if by way of fax (unless that other person has by
                        fifteen (15) days' notice to the Agent specified
                        another number) when made to such other person to the
                        fax number identified with its signature below (or, in
                        the case of a permitted transferee, at the end of the
                        Transfer Certificate to which it is a party as
                        permitted transferee) and shall be deemed to have been
                        received when transmission has been completed; or

                (B)     if by way of letter, when it has been left at the
                        relevant address or three Business Days after being
                        deposited in the post postage prepaid in an envelope
                        addressed to it at that address; or


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<PAGE>

                (C)     if by way of telex, when despatched, but only if, at
                        the time of transmission, the correct answerback
                        appears at the start and at the end of the sender's
                        copy of the notice;

                and, if a particular department or officer is specified as part
                of its address details provided under Clause 32.2 (Addresses),
                if addressed to that department or officer.

        32.3.2  Any communication or document to be made or delivered to the
                Agent will be effective only when actually received by the
                Agent and then only if it is expressly marked for the attention
                of the department or officer identified with the name of the
                Agent below (or any substitute department or officer as the
                Agent shall specify for this purpose).

        32.3.3  All notices from or to an Obligor shall be sent through the
                Agent.

32.4    Notification of address, fax number and telex number

        Promptly upon receipt of notification of an address, fax number and
        telex number or change of address, fax number or telex number pursuant
        to Clause 32.2 (Addresses) or changing its own address, fax number or
        telex number, the Agent shall notify the other Parties.

32.5    English language

        32.5.1  Any notice given under or in connection with any Finance
                Document must be in English.

        32.5.2  All other documents provided under or in connection with any
                Finance Document must be:

                (A)     in English; or

                (B)     if not in English, and if so required by the Agent,
                        accompanied by a certified English translation and, in
                        this case, the English translation will prevail unless
                        the document is a constitutional, statutory or other
                        official document.

33.     CALCULATIONS AND CERTIFICATES

33.1    Accounts

        In any litigation or arbitration proceedings arising out of or in
        connection with a Finance Document, the entries made in the accounts
        maintained by a Finance Party are prima facie evidence of the matters
        to which they relate.

33.2    Certificates and Determinations

        Any certification or determination by a Finance Party of a rate or
        amount under any Finance Document is, in the absence of manifest error,
        conclusive evidence of the matters to which it relates.


                                                                             62
<PAGE>

33.3    Day count convention

        Any interest, commission or fee accruing under a Finance Document will
        accrue from day to day and is calculated on the basis of the actual
        number of days elapsed and a year of 365 days or, in any case where the
        practice in the Hong Kong Interbank Market differs, in accordance with
        that market practice.

34.     PARTIAL INVALIDITY

        If, at any time, any provision of the Finance Documents is or becomes
        illegal, invalid or unenforceable in any respect under any law of any
        jurisdiction, neither the legality, validity or enforceability of the
        remaining provisions nor the legality, validity or enforceability of
        such provision under the law of any other jurisdiction will in any way
        be affected or impaired.

35.     REMEDIES AND WAIVERS

        No failure to exercise, nor any delay in exercising, on the part of any
        Finance Party, any right or remedy under the Finance Documents shall
        operate as a waiver, nor shall any single or partial exercise of any
        right or remedy prevent any further or other exercise or the exercise
        of any other right or remedy. The rights and remedies provided in this
        Agreement are cumulative and not exclusive of any rights or remedies
        provided by law.

36.     AMENDMENTS AND WAIVERS

36.1    Required consents

        36.1.1  Subject to Clause 36.2 (Exceptions) any term of the Finance
                Documents may be amended or waived only with the consent of the
                Majority Lenders and the Obligors, and any such amendment or
                waiver will be binding on all Parties.

        36.1.2  The Agent may effect, on behalf of any Finance Party, any
                amendment or waiver permitted by this Clause.

36.2    Exceptions

        36.2.1  An amendment or waiver that has the effect of changing or which
                relates to:

                (A)     the definition of "Majority Lenders" in Clause 1.1
                        (Definitions);

                (B)     an extension to the date of payment of any amount under
                        the Finance Documents;

                (C)     a reduction in the Margin or the amount of any payment
                        of principal, interest, fees or commission payable;

                (D)     an increase in Commitment;

                (E)     a change to or release of any Obligor or incorporation
                        of an additional Obligor;

                (F)     any provision which expressly requires the consent of
                        all the Lenders;


                                                                             63
<PAGE>

                (G)     Clause 2.2 (Lenders' rights and obligations), Clause 25
                        (Changes to the Lenders), Clause 29 (Sharing among the
                        Lenders), Clause 30.8 (Currency of account) or this
                        Clause 36,

                shall not be made without the prior consent of all the Lenders.

        36.2.2  An amendment or waiver which relates to the rights or
                obligations of the Agent or the Co-ordinating Arranger may not
                be effected without the consent of the Agent or the
                Co-ordinating Arranger.

37.     COUNTERPARTS

        Each Finance Document may be executed in any number of counterparts,
        and this has the same effect as if the signatures on the counterparts
        were on a single copy of the Finance Document.



                                                                             64
<PAGE>


                                   SECTION 12

                         GOVERNING LAW AND ENFORCEMENT

38.     GOVERNING LAW

        This Agreement is governed by Hong Kong law.

39.     ENFORCEMENT

39.1    Jurisdiction of Hong Kong courts

        39.1.1  The courts of Hong Kong have non-exclusive jurisdiction to
                settle any dispute arising out of or in connection with this
                Agreement (including a dispute regarding the existence,
                validity or termination of this Agreement) (a "Dispute").

        39.1.2  The Parties agree that the courts of Hong Kong are the most
                appropriate and convenient courts to settle Disputes and
                accordingly no Party will argue to the contrary.

        39.1.3  This Clause 39.1 is for the benefit of the Finance Parties
                only. As a result, no Finance Party shall be prevented from
                taking proceedings relating to a Dispute in any other courts
                with jurisdiction. To the extent allowed by law, the Finance
                Parties may take concurrent proceedings in any number of
                jurisdictions.

39.2    Service of process

        Without prejudice to any other mode of service allowed under any
        relevant law, each Obligor (other than the Guarantor and the Borrower):

        39.2.1  irrevocably appoints Aranea Limited of 39th Floor, PCCW Tower,
                Taikoo Place, Quarry Bay, Hong Kong as its agent for service of
                process in relation to any proceedings before the Hong Kong
                courts in connection with any Finance Document; and

        39.2.2  agrees that failure by a process agent to notify the relevant
                Obligor of the process will not invalidate the proceedings
                concerned.

39.3    Waiver of Immunity

        Each Obligor irrevocably and unconditionally:-

        39.3.1  agrees that in any legal action or proceedings against it or
                its assets in connection with this Agreement no immunity from
                such legal action or proceedings (which shall include, without
                limitation, suit, attachment prior to judgment, other
                attachment, the obtaining of judgment, execution or other
                enforcement) shall be claimed by or on behalf of such Obligor
                or with respect to its assets;

        39.3.2  irrevocably waives any such right of immunity which it or its
                assets now have or may hereafter acquire or which may be
                attributed to it or its assets; and


                                                                             65
<PAGE>

        39.3.3  consents generally in respect of any such legal action or
                proceedings to the giving of any relief or the issue of any
                process in connection with such action or proceedings
                including, without limitation, the making, enforcement or
                execution against any property whatsoever, (irrespective of its
                use or intended use) of any order or judgment which may be made
                or given in such action or proceedings.

This Agreement has been entered into on the date stated at the beginning of
this Agreement.




                                                                             66
<PAGE>


                                   SCHEDULE 1

                              THE ORIGINAL LENDERS


Part I: Term Loan Facility

Name of Original Lender                                       Commitment (HK$)
-----------------------                                       ----------------

The Industrial and Commercial Bank of China,
Hong Kong Branch                                                   750,000,000


Part II: SBLC Facility

Name of Original Lender                                       Commitment (HK$)
-----------------------                                       ----------------

The Industrial and Commercial Bank of China,
Hong Kong Branch                                                 1,300,000,000


                                                  TOTAL:         2,050,000,000


                                                                             67
<PAGE>

                                   SCHEDULE 2

                              CONDITIONS PRECEDENT

                    CONDITIONS PRECEDENT TO INITIAL DRAWDOWN

1.     The Obligors

       1.1    A copy of the constitutional documents of each Obligor.

       1.2    A copy of a resolution of the board of directors of each Obligor:

              1.2.1  approving the terms of, and the transactions contemplated
                     by, the Finance Documents to which it is a party and
                     resolving that it execute the Finance Documents to which
                     it is a party;

              1.2.2  authorising a specified person or persons to execute the
                     Finance Documents to which it is a party on its behalf;
                     and

              1.2.3  authorising a specified person or persons, on its behalf,
                     to sign and/or despatch all documents and notices
                     (including, in the case of the Borrower, any Drawdown
                     Request and Rollover Notice) to be signed and/or
                     despatched by it under or in connection with the Finance
                     Documents to which it is a party.

       1.3    A specimen of the signature of each person authorised by the
              resolution referred to in paragraph 1.2 above.

       1.4    A certificate of each Obligor (signed by a director) confirming
              that borrowing or guaranteeing, as appropriate, the Total
              Commitments would not cause any borrowing, guaranteeing or
              similar limit binding on such Obligor to be exceeded.

       1.5    A certificate of an authorised signatory of the relevant Obligor
              certifying that each copy document relating to it specified in
              this Schedule 2 is correct, complete and in full force and effect
              as at a date no earlier than the Agreement Date.

       1.6    All Authorizations, governmental or otherwise required by each
              Obligor (other than those specified in paragraph 2 of this
              Schedule 2) to authorise, or required by that Obligor or which
              the Agent considers to be necessary or desirable (if it has
              notified the relevant Obligor accordingly) in connection with,
              the execution, delivery, validity, enforceability and
              admissibility in evidence of the Finance Documents to which it is
              party and the performance by that Obligor of its respective
              obligations under the Finance Documents to which it is party.

       1.7    A copy of the Debenture duly executed by Gain Score.

       1.8    A copy of the Share Charge duly executed by the Chargor.

       1.9    A copy of the PCCW Indemnity Letter duly executed by the
              Guarantor.


                                                                             68
<PAGE>

       1.10   A copy of each of the RMB Facility Documents duly executed by the
              RMB Borrower provided that only one executed RMB Loan Agreement
              and Mortgage will be required for each SBLC to be issued.

       1.11   Share certificates of Gain Score representing 100% of the issued
              share capital of Gain Score owned by the Chargor and instruments
              of transfer duly signed (but undated) in respect of such Gain
              Score shares.

2.     Approval and Registration

       Evidence that the relevant Mortgage has been registered with the
       appropriate PRC authorities.

3.     Legal opinions

       3.1    A legal opinion of Herbert Smith, legal advisers to the Original
              Lenders on Hong Kong law, substantially in the form distributed
              to the Original Lenders prior to signing this Agreement.

       3.2    A legal opinion of Jingtian & Gong Cheng, the legal advisers to
              the Original Lenders and the RMB Lender on PRC law substantially
              in the form distributed to the Original Lenders and the RMB
              Lender prior to signing this Agreement for each SBLC to be
              issued.

       3.3    A legal opinion of Harney Westwood & Riegels, the legal advisers
              to the Original Lenders and the RMB Lender on the laws of the
              British Virgin Islands substantially in the form distributed to
              the Original Lenders and the RMB Lender prior to signing of this
              Agreement.

4.     PRC Properties

       4.1    A valuation report addressed to ICBC dated not earlier than 90
              days from the Agreement Date on the PRC Properties by CB Richard
              Ellis or such other independent appraiser as approved by the
              Agent in its reasonable opinion, showing the aggregate open value
              of the PRC Properties bearing such amount as will provide for a
              Loan-to-Value Ratio of 50% or less.

       4.2    Copies of all the tenancy agreements relating to the PRC
              Properties in form and substance reasonably satisfactory to the
              Agent.

5.     Other documents and evidence

       5.1    The Arrangement Fee Letter duly executed by the Borrower.

       5.2    Evidence that any process agent referred to in Clause 39.2
              (Service of process) of this Agreement has accepted its
              appointment.

       5.3    The Original Financial Statements of each Obligor (other than the
              Borrower and the Chargor).

       5.4    Evidence that the fees, costs and expenses then due from the
              relevant Obligor pursuant to Clause 13 (Fees) and Clause 18
              (Expenses) have been paid or will be paid by the first Drawdown
              Date.


                                                                             69
<PAGE>

       5.5    Evidence that all insurance policies in relation to the PRC
              Properties owned by the RMB Borrower note the Beneficiary as sole
              loss payee.

       5.6    Other documents which may be reasonably required by PRC counsel
              (and notified in advance to the Obligor).




                                                                             70
<PAGE>


                                   SCHEDULE 3

                                    REQUESTS

                                     PART I

                                DRAWDOWN REQUEST



From:    Pacific Century HKT Limited

To:      The Industrial and Commercial Bank of China, Hong Kong Branch

Dated:



Dear Sirs

HK$2,050,000,000 Facilities Agreement (the "Facilities Agreement") dated 21st
December 2001 with Pacific Century HKT Limited
-----------------------------------------------------------------------------

1.     We wish to borrow a Loan on the following terms:

       Proposed Drawdown Date:     [    ] (or, if that is not a Business Day,
                                   the next Business Day)
       Amount:                     [    ] or, if less, the Available Facility
       Interest Period:            [1, 2, 3 or 6 Months]

2.     We confirm that each condition specified in Clause 4.2 (Further
       conditions precedent) is satisfied on the date of this Drawdown Request.

3.     The proceeds of this Loan should be credited to [account].

4.     This Drawdown Request is irrevocable.

5.     Words and expressions defined in the Facilities Agreement shall have the
       same meanings when used herein.



Yours faithfully



........................................
authorised signatory for
Pacific Century HKT Limited


                                                                             71
<PAGE>


                                    PART II

                                ROLLOVER NOTICE

From:    Pacific Century HKT Limited


To:      The Industrial and Commercial Bank of China, Hong Kong Branch

Dated:




Dear Sirs

HK$2,050,000,000 Facilities Agreement (the "Facilities Agreement") dated 21st
December 2001 with Pacific Century HKT Limited
-----------------------------------------------------------------------------

1.     We refer to the following Loan[s] with an Interest Period ending on
       [        ]*.

2.     We request that the next Interest Period for the above Loan[s] is [   ].

3.     This Rollover Notice is irrevocable.

4.     Words and expressions defined in the Facilities Agreement shall have the
       same meanings when used herein.


Yours faithfully



......................................
authorised signatory for
Pacific Century HKT Limited


-------------
* Insert details of all Loans which have an Interest Period ending on the same
date.


                                                                             72
<PAGE>


                                   SCHEDULE 4

                          FORM OF TRANSFER CERTIFICATE


To:                                                             as Agent

From:  [The Existing Lender] (the "Existing Lender") and [The New Lender]
       (the "New Lender")

Dated:

HK$2,050,000,000 Facilities Agreement (the "Facilities Agreement") dated 21st
December 2001 with Pacific Century HKT Limited
-------------------------------------------------------------------------------

1.     We refer to Clause 25.5 (Procedure for transfer):

       (1)    The Existing Lender and the New Lender agree to the Existing
              Lender and the New Lender transferring by novation all or part of
              the Existing Lender's Commitment, rights and obligations referred
              to in the Schedule in accordance with Clause 25.5 (Procedure for
              transfer).

       (2)    The proposed Transfer Date is [      ].

       (3)    The Facility Office and address, fax number and attention details
              for notices of the New Lender for the purposes of Clause 32.2
              (Addresses) are set out in the Schedule.

2.     The New Lender expressly acknowledges the limitations on the Existing
       Lender's obligations set out in paragraph 25.4.3 of Clause 25.4
       (Limitation of responsibility of Existing Lenders).

3.     This Transfer Certificate is governed by Hong Kong law.

4.     Words and expressions defined in the Facility Agreement shall have the
       same meanings when used herein.



                                  THE SCHEDULE

              Commitment/rights and obligations to be transferred

<TABLE>
Amount of Term Loan     Amount of SBLC       Participation     Participation      Next Interest     Portion
Commitment (HK$)        Commitment (HK$)     Loans drawn       SBLC Issued (HK$)  Payment Date      transferred
                                             (HK$)                                                  (HK$)
<S>                     <C>                  <C>               <C>                <C>               <C>
[                 ]     [              ]     [            ]    [               ]  [            ]    [          ]
</TABLE>



                                                                             73
<PAGE>


                    Administrative details of the New Lender

Facility Office address:     [                  ]

Account for payments:        [                  ]

Tel. No.:                    [                  ]
Fax No.:                     [                  ]
Attention:                   [                  ]


[Existing Lender]                    [New Lender]
By:                                  By:


This Transfer Certificate is accepted by the Agent and the Transfer Date is
confirmed as [          ].

[Agent]

By:



                                                                             74
<PAGE>


                                   SCHEDULE 5

                                  FORM OF SBLC


Date:

To:      The Industrial and Commercial Bank of China, Head Office
From:    The Industrial and Commercial Bank of China, Hong Kong Branch


We hereby issue our Irrevocable Standby Letter of Credit No. [        ] in your
favour for the account of Pacific Century HKT Limited (the "Customer") whose
registered office is situated at                                . This Standby
Letter of Credit is available for payment in HK Dollars for an amount up to HK
Dollars [amount in words] Only (the "Maximum Liability") subject to the
reduction schedule attached to this Standby Letter of Credit (the "Reduction
Schedule").

Upon:

       (a)    presentation of your draft(s); and

       (b)    receipt of your tested telex demand not later than the expiry
              date of this Standby Letter of Credit stating the amount drawn
              and that the amount drawn represents the HK Dollar equivalent (at
              the relevant exchange rate quoted by you on the date of your
              drawing) of unpaid indebtedness due to you or your sub-branches
              by Beijing Jing Wei House and Land Estate Development Co. Ltd.
              (the "Borrower") under a RMB1,300 million loan facility granted
              by you to the Borrower on [date],

we shall, within seven (7) banking days pay you the amount specified in your
draft(s) drawn on us provided that the aggregate amount drawn under this
Standby Letter of Credit shall (1) not exceed the Maximum Liability and (2) be
reduced in accordance with the amounts and at the times set out in the
Reduction Schedule unless as otherwise notified by you via tested telex or
authenticated SWIFT to us from time to time.

Except as expressly stated herein, this undertaking is not subject to any
agreement, condition or qualification. The obligation of the issuing bank under
this Standby Letter of Credit shall be the individual obligation of the issuing
bank.

This Standby Letter of Credit will come into effect on [      ] and expire on
[       ] at the counter of The Industrial and Commercial Bank of China, Hong
Kong Branch.

All drafts drawn hereunder must be marked drawn under The Industrial and
Commercial Bank of China, Hong Kong Branch (the issuing bank) Standby Letter of
Credit No. [      ] dated [      ].

We engage with you that drafts drawn under and in compliance with the terms of
this Standby Letter of Credit shall be duly honoured on due presentation to us.


                                                                             75
<PAGE>

This Standby Letter of Credit is not transferable and not assignable.

This Standby Letter of Credit is subject to Uniform Customs and Practice for
documentary credits (1993 revision) International Chamber of Commerce
Publication No. 500.



Best regards,


FOR AND ON BEHALF OF
The Industrial and Commercial Bank of China,
Hong Kong Branch



                                                                             76
<PAGE>


                                   SCHEDULE 6

                            SBLC REDUCTION SCHEDULE



Installments                   Reduction                  Total Reduction

1st - 4th                      HKD20 Million              HKD80 Million
5th - 8th                      HKD25 Million              HKD100 Million
9th - 12th                     HKD30 Million              HKD120 Million
13th - 16th                    HKD35 Million              HKD140 Million
17th - 20th                    HKD40 Million              HKD160 Million
21st - 23rd                    HKD45 Million              HKD135 Million
24th (Final Maturity)          HKD565 Million             HKD565 Million
                               Total                      HKD1,300 Million



                                                                             77
<PAGE>


                                   SCHEDULE 7

                            FORM OF SBLC APPLICATION



To:   The Industrial and Commercial Bank of China Hong Kong branch (the "Agent")

From: Pacific Century HKT Limited (the "Borrower")


                                                  _______________________

Dear Sirs,

HK$2,050,000,000 Facility Agreement dated 21st December 2001 between, inter
alia, the Borrower and the Agent (the "Facilities Agreement")

We refer to the Facilities Agreement and request the Agent to issue a Standby
Letter of Credit with an aggregate face amount of HK$[        ] as per the
attached application.*

We confirm that:

(a)    the representations and warranties set out in Clause 21 of the
       Facilities Agreement, repeated with reference to the facts and
       circumstances subsisting at the date of this application, remain true
       and correct; and

(b)    no Default or Event of Default has occurred which remains unwaived or
       unremedied.


Terms defined in the Facilities Agreement have the same meaning when used in
this application.


For and on behalf of,

Pacific Century HKT Limited


_________________________


---------
* Attach application form and supporting documents as required by the Agent.


                                                                             78
<PAGE>


                                   SCHEDULE 8

                       FORM OF SBLC AMENDMENT APPLICATION


To:   The Industrial and Commercial Bank of China Hong Kong Branch (the "Agent")

From: Pacific Century HKT Limited (the "Borrower")



                                                  _______________________


Dear Sirs,

HK$2,050,000,000 Facilities Agreement dated 21st December 2001 between, inter
alia the Borrower and the Agent (the "Facilities Agreement")

We refer to the Facilities Agreement and SBLC issued by Agent as issuing bank
on             pursuant thereto with a current face amount of HK$[         ].

We hereby request the Agent to effect amendments to the SBLC issued on
as per the attached application form*, so that following such amendments, the
SBLC will have an aggregate face amount of HK$           .

We confirm that:

(c)    the representations and warranties set out in Clause 21 of the
       Facilities Agreement, repeated with reference to the facts and
       circumstances subsisting at the date of this application, remain true
       and correct; and

(d)    no Default or Event of Default has occurred which remains unwaived or
       unremedied.


Terms defined in the Facilities Agreement have the same meaning when used in
this application.


For and on behalf of,

Pacific Century HKT Limited



________________________


---------
* Attach application form and supporting documents as required by Agent.


                                                                             79
<PAGE>


                                   SCHEDULE 9

                                 PRC PROPERTIES



Location:                   Northeast Corner, 4 Worker's Stadium Road North,
                            Chaoyang District, Beijing, PRC;

Delimitation of the Land:   East Boundary:       5 Bai Jia Zhuang Li North;
                            South Boundary:      4 Worker's Stadium Road North;
                            West Boundary:       4 Worker's Stadium Road North;
                            North Boundary:      Worker's Stadium Road North,
                            2 Worker's Stadium Road North, 5 Bai Jia Zhuang Li
                            North;

The Area of Land:           29,350 Square Meters;

The Uses of Land and
Term of Land Use Right:     Commercial (40 years), Office (50 years) and
                            Residential (70)

Serial Number of the
Land Use Right Certificate: Jing Chao Zhong Wai Guo Yong (94) Zi No. 00055

Serial Number of the
Land Use Right
Granting Agreement:         Jing Fang Di Chu Rang [He] Zi (93) No.282 Jing Fang
                            Di Chu Rang [He] Zi (98) No.413

Serial Number of External
Sales License:              Jing Fang Shi Wai Zheng Zi No.118

Gross Floor Areas:          209,451.55 Square Meters.

Area of Tower A:            41,717.24 Square Meters.

Area of Tower B:            20,103.93 Square Meters.

Area of Tower C:            21,718.24 Square Meters.

Area of Tower D:            10,945.80 Square Meters.

Area of Podium:             67,525.00 Square Meters.

Number of car parks:        834 lots.


                                                                             80
<PAGE>


                                  SCHEDULE 10

                             LEASING ACCOUNT REPORT





                                                                             81
<PAGE>


                                  SIGNATORIES

The Borrower

PACIFIC CENTURY HKT LIMITED


By:


Address:     Pacific Century CyberWorks Limited
             38th Floor, Citibank Tower
             Citibank Plaza
             3 Garden Road
             Central
             Hong Kong

Tel No.:     (852) 2514 8669

Fax No.:     (852) 2521 5979

Attention:   W. Michael Verge



The Guarantor

PACIFIC CENTURY CYBERWORKS LIMITED

By:


Address:     Pacific Century CyberWorks Limited
             38th Floor, Citibank Tower
             Citibank Plaza
             3 Garden Road
             Central
             Hong Kong

Tel No.:     (852) 2514 8669

Fax No.:     (852) 2521 5979

Attention:   W. Michael Verge



                                                                             82
<PAGE>


The Co-ordinating Arranger

INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED


By:


Address:      ICBC Tower
              122-126 Queen's Road Central
              Hong Kong

Tel No.:      (852) 2588 1188

Fax No.:      (852) 2588 1160

Attention:    Corporate Banking Department



The Original Lenders

THE INDUSTRIAL AND COMMERCIAL BANK OF CHINA,
HONG KONG BRANCH

By:


Address:      33rd Floor
              9 Queen's Road Central
              Hong Kong

Tel No.:      (852) 2588 1188

Fax No.:      (852) 2588 1160

Attention:    Corporate Banking Department



                                                                             83
<PAGE>


The Obligors

GAIN SCORE LIMITED

By:


Address:     Pacific Century CyberWorks Limited
             38th Floor, Citibank Tower
             Citibank Plaza
             3 Garden Road
             Central
             Hong Kong

Tel No.:     (852) 2514 8669

Fax No.:     (852) 2521 5979

Attention:   W. Michael Verge



EXCEL BRIGHT PROPERTIES LIMITED

By:


Address:     Pacific Century CyberWorks Limited
             38th Floor, Citibank Tower
             Citibank Plaza
             3 Garden Road
             Central
             Hong Kong

Tel No.:     (852) 2514 8669

Fax No.:     (852) 2521 5979

Attention:   W. Michael Verge



                                                                             84
<PAGE>


The Agent

THE INDUSTRIAL AND COMMERCIAL BANK OF CHINA, HONG KONG BRANCH


By:


Address:      33rd Floor
              9 Queen's Road Central
              Hong Kong

Tel No.:      (852) 2588 1188

Fax No.:      (852) 2588 1160

Attention:    Corporate Banking Department



                                                                             85