Exhibit 4(y)

Hong Kong Domestic Connectivity Agreement
Amendment Agreement
Details



-------------------------------------------------------------------------------
Parties
-------------------------------------------------------------------------------
Reach Networks         Name      Reach Networks Hong Kong Limited (formerly
                                 Cable and Wireless HKT International Limited)

                       Address   20th Floor, Telecom House, 3 Gloucester Road,
                                 Wanchai, Hong Kong
-------------------------------------------------------------------------------
HKTC                   Name      PCCW-HKT Telephone Limited (formerly Cable and
                                 Wireless HKT Telephone Limited)

                       Address   39th Floor, PCCW Tower, TaiKoo Place,
                                 979 Kings Road, Quarry Bay, Hong Kong
-------------------------------------------------------------------------------
Recitals               A   Reach Networks and HKTC are the parties to the DCA.

                       B   The Financiers have agreed to enter into the
                           Amendment and Restatement Agreement if and on
                           condition that the Parties first enter into
                           this agreement and the HKISA Amendment
                           Agreement.

                       C   Each Party has agreed to enter into this
                           agreement at the request of the other Party and
                           in consideration of the other Party agreeing to
                           enter into the HKISA Amendment Agreement and
                           this agreement.
-------------------------------------------------------------------------------
Governing law          England and Wales
-------------------------------------------------------------------------------
Date of agreement      See Signing page


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(C) Mallesons Stephen Jaques  |  Hong Kong Domestic Connectivity Agreement Amendment Agreement                       1
                              |  14 May 2003
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<PAGE>


Hong Kong Domestic Connectivity Agreement
Amendment Agreement
General terms

-------------------------------------------------------------------------------
1    Interpretation

1.1
     In this agreement except if the context requires otherwise:

     (a)  words and expressions have the meanings set out in Schedule 1;

     (b)  the singular includes the plural and vice versa;

     (c)  a reference to an agreement, document or another instrument includes
          any variation, amendment, variation or replacement of any of them;
          and

     (d)  a reference to this agreement includes the Schedule.

1.2
     Headings and bold type are included for convenience and do not affect the
     interpretation of this agreement.

-------------------------------------------------------------------------------
2    Condition precedent

2.1
     Clause 3 of this agreement does not take effect until and subject to
     clause 2.2 will become operative on and from the Date of Amendment.

2.2

     If clause 3 of this agreement does not become operative before 31 May 2003
     then that clause will not become operative and will have no force or
     effect.

-------------------------------------------------------------------------------
3    DCA Amendment

     The DCA is hereby amended as follows:

     (a)  In clause 2.1(a) the reference to "(initial term")" is deleted.

     (b)  Clause 2.3 is deleted and replaced by the following new clause:

          "2.3 If the Term expires before the end of 10 years from the
               Effective Date, the Parties will promptly enter into good faith
               negotiations with a view to entering into a further agreement
               for the period until the end of 10 years from the Effective Date
               for the supply of the Services or services of the nature of the
               Services by HKTC to HKTI."


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<PAGE>


     (c)  In clause 4.1:

          (i)   after the word "must", the words "in each year" are inserted;

          (ii)  the reference to "the following percentage" is replaced by a
                reference to "90%";

          (iii) after the reference to "collectively the "Committed Services")"
                the following is inserted:

                "provided that if payment in full of the Total Amount Owing
                occurs before the Term expires then in relation to the
                period between the date of payment in full of the Total
                Amount Owing and the date of expiration of the Term
                ("remaining initial term") the following provisions will
                apply:

               (i)   for any part of the remaining initial term that is before 1
                     February 2004, the percentage specified in this clause will
                     be reduced from 90% to 80%;

               (ii)  for any part of the remaining initial term that is after 31
                     January 2004 and before 1 February 2005, the percentage
                     specified in this clause will be reduced from 90% to 70%;
                     and

               (iii) for any part of the remaining initial term that is after
                     31 January 2005, the percentage specified in this clause
                     will be reduced from 90% to 60%";

          (iv) the whole of the table (setting out years and percentages) is
               deleted (but not the notes appearing after the table); and

          (v)  in Note (v), the words "during the fourth and fifth years of the
               Term" are deleted and replaced by the words "during the fourth or
               a subsequent year".

     (d)  In clause 4.9 the words "referred to in clause 4.1" are deleted.

     (e)  In clause 14.8:

          (i)  in paragraph (f), the word "or" where last appearing, is
               deleted; and

          (ii) after paragraph (f), the following additional paragraph is
               inserted:

               "(ff) the HKISA is terminated; or"

     (f)  In paragraph 1 of Attachment 6, Definitions:

          (i)  after the definition of "Aggregate Amount", the following new
               definition is inserted:

               ""Amended and Restated Facility Agreement" has the meaning given
               in the Amendment and Restatement


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<PAGE>


                Agreement dated 15 April 2003 made between Reach Finance
                Limited, Reach, HKTI, Reach Networks Australia Pty Limited,
                Reach Global Networks Limited, Reach Global Services Limited and
                JP Morgan Chase Bank;"

          (ii)  after the definition of "HKIAC Mediation Rules", the following
                new definition is inserted:

                ""HKISA" in the International Services Agreement (Hong Kong)
                dated 13 October 2000 made between the Parties;"

                and

          (iii) the definition of "Term" is deleted and replaced by the
                following definition:

                ""Term" means the period from the Effective Date until the later
                of:

                (a)  payment in full of the Total Amount Owing; or

                (b)  the end of 5 years from the Effective Date."

     (g)  In Attachment 6, Definitions, in clause 2.1,:

          (i)  in paragraph (j), the word "and" is deleted; and

          (ii) after paragraph (k), the following new paragraphs are inserted:

               "(l) a reference to a year is a reference to:

                    (i)  the year beginning on 1 February 2001; or

                    (ii) a year beginning during the Term or on an anniversary
                         of 1 February 2001, excluding any period after the
                         Term expires;

                    and

               (m)  words and expressions given particular meanings in the
                    Amended and Restated Facility Agreement and not otherwise
                    defined in this Agreement have the meanings given in the
                    Amended and Restated Facility Agreement."

-------------------------------------------------------------------------------
4    Continuation of DCA

     The DCA continues in full force and effect.

-------------------------------------------------------------------------------
5    Costs

     The Parties agree to pay their own legal and other costs and expenses in
     connection with the preparation, execution and completion of this
     agreement.


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<PAGE>


-------------------------------------------------------------------------------
6    Governing Law

     This agreement is governed by the law in force in the place specified in
     the Details. Each Party submits to the non-exclusive jurisdiction of the
     courts of that place.

-------------------------------------------------------------------------------
7    Counterparts

     This agreement may consist of a number of counterparts each executed by
     one or more Parties to the agreement. When taken together, the executed
     counterparts are treated as making up the one document.


EXECUTED as an agreement


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<PAGE>


Hong Kong Domestic Connectivity Agreement
Amendment Agreement
Schedule 1 - Definitions



"Amended and Restated Facility Agreement" has the meaning given in the
Amendment and Restatement Agreement.

"Amendment and Restatement Agreement" is the Amendment and Restatement
Agreement dated 15 April 2003 made between Reach Finance Limited, Reach, Reach
Networks, Reach Networks Australia Pty Limited, Reach Global Networks Limited,
Reach Global and JP Morgan Chase Bank.

"Date of Amendment" has the meaning given in the Amendment and Restatement
Agreement.

"DCA" is the Hong Kong Domestic Connectivity Agreement dated 13 October 2000
made between Reach Networks Hong Kong Limited and HKTC.

"Financiers" has the meaning given in the Amended and Restated Facility
Agreement.

"HKISA Amendment Agreement" is the International Services Agreement (Hong Kong)
Amendment Agreement dated 15 April 2003 made between Reach Networks and HKTC.

"Reach" is Reach Ltd (formerly Joint Venture (Bermuda) No. 1 Limited).

"Telstra" is Telstra Corporation Limited.


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<PAGE>


Hong Kong Domestic Connectivity Agreement
Amendment Agreement
Signing page



DATED: 15 April 2003

SIGNED by                                 )
                                          ) ....................................
and                                       ) By executing this agreement the
                                          ) signatory warrants that the
each as an authorised representative for  ) signatory is duly authorised to
REACH NETWORKS HONG KONG LIMITED  in the  ) execute this agreement on behalf of
presence of:                              ) REACH NETWORKS HONG KONG LIMITED
                                          )
                                          ) ....................................
.......................................... ) By executing this agreement the
Signature of witness                      ) signatory warrants that the
                                          ) signatory is duly authorised to
.......................................... ) execute this agreement on behalf
Name of witness (block letters)           ) of REACH NETWORKS HONG KONG LIMITED



SIGNED by                                 )
                                          )
as an authorised representative for       )
PCCW-HKT TELEPHONE LIMITED in the         )
presence of:                              )
                                          )
                                          )
.......................................... ) ....................................
Signature of witness                      ) By executing this agreement the
                                          ) signatory warrants that the
.......................................... ) signatory is duly authorised to
Name of witness (block letters)           ) execute this agreement on behalf
                                          ) of PCCW-HKT TELEPHONE LIMITED


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<PAGE>


MALLESONS STEPHEN JAQUES







                       Hong Kong Domestic
                       Connectivity
                       Agreement
                       Amendment
                       Agreement


                       Dated 15 April 2003


                       Reach Networks Hong Kong Limited
                       PCCW-HKT Telephone Limited






                        Mallesons Stephen Jaques
                        Level 28
                        Rialto
                        525 Collins Street
                        Melbourne Vic 3000
                        T +61 3 9643 4000
                        F +61 3 9643 5999
                        DX 101 Melbourne


<PAGE>


Hong Kong Domestic Connectivity Agreement
Amendment Agreement
Contents



-------------------------------------------------------------------------------
1        Interpretation                                                    2

-------------------------------------------------------------------------------
2        Condition precedent                                               2

-------------------------------------------------------------------------------
3        DCA Amendment                                                     2

-------------------------------------------------------------------------------
4        Continuation of DCA                                               4

-------------------------------------------------------------------------------
5        Costs                                                             4

-------------------------------------------------------------------------------
6        Governing Law                                                     5

-------------------------------------------------------------------------------
7        Counterparts                                                      5


Schedule 1 - Definitions                                                   6

<PAGE>


International Services Agreement (Hong Kong)
Amendment Agreement No. 2
Details



-------------------------------------------------------------------------------
Parties
-------------------------------------------------------------------------------
Reach Networks         Name        Reach Networks Hong Kong Limited (formerly
                                   Cable & Wireless HKT International Limited)

                       Address     18th Floor, Telecom House, 3 Gloucester Road,
                                   Wanchai, Hong Kong
-------------------------------------------------------------------------------
HKTC                   Name        PCCW-HKT Telephone Limited (formerly Cable &
                                   Wireless HKT Telephone Limited)

                       Address     39th Floor, PCCW Tower, TaiKoo Place,
                                   979 Kings Road, Quarry Bay, Hong Kong
-------------------------------------------------------------------------------
Recitals               A   Reach Networks and HKTC are the parties to the HKISA.

                       B   The Financiers have agreed to enter into the
                           Amendment and Restatement Agreement if and on
                           condition that the Parties first enter into
                           this agreement.

                       C   Each Party has agreed to enter into this
                           agreement at the request of the other Party and
                           in consideration of the other Party agreeing to
                           enter into this agreement.
-------------------------------------------------------------------------------
Governing law          England and Wales
-------------------------------------------------------------------------------
Date of agreement      See Signing page


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<PAGE>


International Services Agreement (Hong Kong)
Amendment Agreement No. 2
General terms

-------------------------------------------------------------------------------
1    Interpretation

1.1
     In this agreement except if the context requires otherwise:

     (a)  words and expressions have the meanings set out in Schedule 1;

     (b)  the singular includes the plural and vice versa;

     (c)  a reference to an agreement, document or another instrument includes
          any variation, amendment, novation or replacement of any of them; and

     (d)  a reference to this agreement includes the Schedule.

1.2
     Headings and bold type are included for convenience and do not affect the
     interpretation of this agreement.

-------------------------------------------------------------------------------
2    Condition precedent

2.1
     Clause 3 of this agreement does not to take effect until and subject to
     clause 2.2 will become operative on and from the Date of Amendment.

2.2
     If clause 3 of this agreement does not become operative before 31 May 2003
     then that clause will not become operative and will have no force or
     effect.

-------------------------------------------------------------------------------
3    HKISA Amendment

     The HKISA is hereby amended as follows:

     (a)  In clause 2.1(a)(i) of the HKISA, the reference to "2.1(c)" is
          replaced by a reference to "2.1(b)".

     (b)  Clauses 2.1(b) and 2.1(c) of the HKISA are deleted and replaced by
          the following new clause:

          "2.1(b) If the initial term expires before the end of 10 years from
          Commencement, the Parties will promptly:

               (i)  negotiate in good faith with regard to possible volume
                    commitments of the kind set out in clause 3.2 to apply to
                    the provision of the Services or services of the


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<PAGE>


                    nature of the Services after the expiration of the initial
                    term; and

               (ii) enter into good faith negotiations and use all reasonable
                    endeavours to negotiate a new agreement for a further
                    period until the end of 10 years from Commencement, which
                    the Parties acknowledge will provide for the supply by
                    Wholesale Co to HKTC of the Services or services of the
                    nature of the Services on terms substantially no less
                    favourable to HKTC than those set out in this agreement,

               and from the expiry of the initial term this agreement with the
               exception of clauses 3.2 to 3.4B, 3.13 to 3.17 and 5.3 to 5.6
               (inclusive) shall continue as amended (for no longer than until
               the end of 10 years from Commencement) until such time as the
               new agreement is agreed between the Parties."

     (c)  In clause 3.2 of the HKISA:

          (i)   the reference to "the periods described below" is replaced by a
                reference to "each Commitment Year";

          (ii)  the reference to "the following percentage" is replaced by a
                reference to "90%";

          (iii) after the reference to "collectively "the Committed Services")"
                the following is inserted:

                "provided that if payment in full of the Total Amount Owing
                occurs before the initial term expires then in relation to the
                period between the date of payment in full of the Total Amount
                Owing and the date of expiration of the initial term ("remaining
                initial term") the following provisions will apply:

                (i)  for any part of the remaining initial term that is before 1
                     February 2004, the percentage specified in this clause will
                     be reduced from 90% to 80%;

               (ii)  for any part of the remaining initial term that is after 31
                     January 2004 and before 1 February 2005, the percentage
                     specified in this clause will be reduced from 90% to 70%;
                     and

               (iii) for any part of the remaining initial term that is after
                     31 January 2005, the percentage specified in this clause
                     will be reduced from 90% to 60%";

          (iv)  the whole of the table (setting out years and minimum
                percentages) is deleted (but not the notes appearing after the
                table);

          (v)   in Note (vi), each reference to "year" is replaced by a
                reference to "Commitment Year"; and


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<PAGE>


          (vi)  in Note (vii), the words "during the fourth and fifth years of
                the initial term (as defined in paragraph 2.1(a)(i))" are
                deleted and replaced by the words "during the fourth or a
                subsequent Commitment Year".

     (d)  In clause 3.3A of the HKISA:

          (i)   the reference to "each year of the initial term" is replaced by
                a reference to "each Commitment Year"

          (ii)  the reference to "being the following percentages" is replaced
                by a reference to "90%";

          (iii) in paragraph (b), the reference to "particular year" is
                replaced by a reference to "Commitment Year";

          (iv)  the whole of the table (setting out years and percentages) is
                deleted (but not the note at the end of clause);

          (v)   after paragraph (b) (and before the note) the following is
                inserted:

                "provided that if payment in full of the Total Amount Owing
                occurs before the initial term expires then in relation to the
                period between the date of payment in full of the Total Amount
                Owing and the date of expiration of the initial term ("remaining
                initial term") the following provisions will apply:

                (i)   for any part of the remaining initial term that is before
                      1 February 2004, the percentage specified in this clause
                      will be reduced from 90% to 80%;

                (ii)  for any part of the remaining initial term that is after
                      31 January 2004 and before 1 February 2005, the percentage
                      specified in this clause will be reduced from 90% to 70%;
                      and

                (iii) for any part of the remaining initial term that is after
                      31 January 2005, the percentage specified in this clause
                      will be reduced from 90% to 60%.";

                and

                (vi)  in the note at the end of the clause the word "these" is
                      deleted.

     (e)  In clause 3.13 of the HKISA, the reference to "the period in which
          clause 3.2 applies" is replaced by a reference to "the initial term".

     (f)  The following new clause is inserted immediately after clause 5.3:

          "5.3A If, during a Commitment Year, a notice or notices have not been
               given by HKTC under clause 5.3 requiring a benchmarking of the
               Charges for all the Committed Services, then clause 5.4 shall
               apply to require a benchmarking of the


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<PAGE>


               Charges for all the Committed Services (or elements of those
               Services) which have not been required to be benchmarked during
               that Commitment Year ("Residual Benchmarking"). The Residual
               Benchmarking shall, for the purposes of this agreement, be deemed
               to have been notified by HKTC to Wholesale Co under paragraph
               5.3(a)(ii) upon the expiration of the relevant Commitment Year
               and HKTC may specify by notice to Wholesale Co whether the
               benchmark charge is to be determined in $US or $Hong Kong in
               respect of a particular Service or Services, provided that HKTC
               may only elect for the benchmarking to be conducted in $Hong Kong
               where it has not appropriately hedged its foreign exchange risk
               in respect of the charges for that Service. To the extent that a
               benchmarking is required under the AISA at the same time as the
               Residual Benchmarking, the Parties and the parties to the AISA
               will attempt to co-ordinate the conduct of both benchmarking
               processes where practicable.

     (g)  Paragraph 5.3(b) of the HKISA is amended by adding the words "and may
          not be given less than 90 days after a Residual Benchmarking is
          deemed to have been notified under paragraph 5.3(a) with regard to
          that Service".

     (h)  Paragraph 5.4(a) of the HKISA is amended by inserting the following
          sentence after the words "referred to in clause 5.3":

          "In seeking to reach agreement on such an expert the Parties will
          consult with the parties to the AISA with a view to ensuring, where
          reasonably practicable, that the same independent expert will conduct
          any benchmarking notified or required under the AISA during that
          Commitment Year".

     (i)  Paragraph 5.4(c) of the HKISA is amended by adding "or clause 5.3A"
          after the words "under clause 5.3".

     (j)  Paragraph 5.4(g)(ii) of the HKISA is amended by adding the words
          "given or deemed to be given" after "in the case of a notice".

     (k)  Paragraph 5.5(b) of the HKISA is amended by adding the words "or
          deemed to be given" after "In the case of a notice given".

     (l)  In clause 12.3 of the HKISA:

          (i)  the word "term" (appearing immediately after the words "this
               agreement") is deleted; and

          (ii) after paragraph (g), the following additional paragraphs are
               inserted:

               "(h) without the prior written consent of HKTC,

                    (i)   the AISA is terminated by either party thereto;


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<PAGE>


                    (ii)  the date of expiry of the initial term of the AISA as
                          specified therein is altered; or

                    (iii) the minimum percentage of Committed Services (within
                          the meaning of the AISA) specified in the AISA is
                          altered;

               (i)  under a Floating Charge:

                    (i)   a Receiver is appointed;

                    (ii)  any floating Charge is converted to a fixed Charge; or

                    (iii) the Security Trustee takes possession or disposes of
                          all or any part of the Charged Assets or otherwise
                          takes any action to enforce all or any part of the
                          Charges;

               (j)  the making of a declaration by the Facility Agent on the
                    instructions of a Majority of Financiers in accordance with
                    clause 13.2 of the Amended and Restated Facility Agreement;
                    or

               (k)  an event occurs or circumstance arises which under a
                    Subordination Deed is a "Subordination Event"."

     (m)  In paragraph D1.1 of Annex D of the HKISA after paragraph (q) the
          following new paragraphs are inserted:

          "(qq) words and expressions given particular meanings in the Amended
                and Restated Facility Agreement and not otherwise defined in
                this agreement have the meanings given in the Amended and
                Restated Facility Agreement; and

          (qqq) in relation to a Floating Charge, the words and expressions
                "Charged Assets", "Charge", "Receiver" and "Security Trustee"
                have, respectively, the meanings given in the Floating Charge;
                and"

     (n)  In paragraph D1.3 of Annex D of the HKISA:

          (i)  after the definition of "Aggregate Amount", the following new
               definitions are inserted:

               "AISA" is the agreement between Reach Global Services Limited
               and Telstra Corporation Limited constituted by the International
               Services Agreement (Australia) dated 13 October 2000 made
               between Reach Ltd and Telstra Corporation Limited as novated
               between Reach Global Services Limited and Telstra Corporation
               Limited by the Novation Agreement (International Services
               Agreement (Australia)) dated 26 April 2002 made between Reach
               Ltd, Reach Global Services Limited and Telstra Corporation
               Limited.


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<PAGE>


               "Amended and Restated Facility Agreement" has the meaning given
               in the Amendment and Restatement Agreement dated 15 April 2003
               made between Reach Finance Limited, Reach Ltd, Reach Networks,
               Reach Networks Australia Pty Limited, Reach Global Networks
               Limited, Reach Global Services Limited and JP Morgan Chase Bank;

          (ii) after the definition of "Commencement and Services" the
               following new definition is inserted:

               "Commitment Year" means:

               (a)  the year beginning on 1 February 2001; and

               (b)  any year beginning during the initial term on an
                    anniversary of 1 February 2001, but excluding any period
                    after the initial term expires.

     (o)  In Annex E, in Item 3 - Term of the HKISA, the reference to "5 years
          from Commencement" is deleted and replaced by the following:

          "From Commencement until the later of:

          (a)  the end of 5 years from Commencement; or

          (b)  payment of the Total Amount Owing."

-------------------------------------------------------------------------------
4    Continuation of HKISA

     The HKISA continues in full force and effect.

-------------------------------------------------------------------------------
5    Costs

     The Parties agree to pay their own legal and other costs and expenses in
     connection with the preparation, execution and completion of this
     agreement.

-------------------------------------------------------------------------------
6    Governing Law

     This agreement is governed by the law in force in the place specified in
     the Details. Each Party submits to the non-exclusive jurisdiction of the
     courts of that place.

-------------------------------------------------------------------------------
7    Counterparts

     This agreement may consist of a number of counterparts each executed by
     one or more Parties to the agreement. When taken together, the executed
     counterparts are treated as making up the one document.


EXECUTED as an agreement


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<PAGE>


International Services Agreement (Hong Kong)
Amendment Agreement No. 2

Schedule 1 - Definitions

"AISA" is the agreement between Reach Global Services Limited and Telstra
constituted by the International Services Agreement (Australia) dated 13
October 2000 made between Reach and Telstra as novated between Reach Global
Services Limited and Telstra by the Novation Agreement (International Services
Agreement (Australia)) dated 26 April 2002 made between Reach, Reach Global
Services Limited and Telstra.

"Amended and Restated Facility Agreement" has the meaning given in the
Amendment and Restatement Agreement.

"Amendment and Restatement Agreement" is the Amendment and Restatement
Agreement dated 15 April 2003 made between Reach Finance Limited, Reach, Reach
Networks, Reach Networks Australia Pty Limited, Reach Global Networks Limited,
Reach Global Services Limited and JP Morgan Chase Bank.

"Date of Amendment" has the meaning given in the Amendment and Restatement
Agreement.

"Financiers" has the meaning given in the Amended and Restated Facility
Agreement.

"HKISA" is the International Services Agreement (Hong Kong) dated 13 October
2000 made between Reach Networks and HKTC.

"Reach" is Reach Ltd (formerly Joint Venture (Bermuda) No. 1 Limited).

"Telstra" is Telstra Corporation Limited.


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<PAGE>


International Services Agreement (Hong Kong)
Amendment Agreement No. 2
Signing page



DATED: 15 April 2003


                                    )
SIGNED by                           )
                                    ) ..........................................
and                                 ) By executing this agreement the signatory
                                    ) warrants that the signatory is duly
as authorised representatives for   ) authorised to execute this agreement on
REACH NETWORKS HONG KONG            ) behalf of REACH NETWORKS HONG KONG LIMITED
LIMITED in the presence             )
of:                                 )
                                    )
                                    )
.................................... ) ..........................................
Signature of witness                ) By executing this agreement the signatory
                                    ) warrants that the signatory is duly
.................................... ) authorised to execute this agreement on
Name of witness (block letters)     ) behalf of REACH NETWORKS HONG KONG LIMITED



SIGNED by                           )
                                    )
as authorised representative for    )
PCCW-HKT TELEPHONE LIMITED          )
in the presence of:                 )
                                    )
                                    )
.................................... )
Signature of witness                ) ..........................................
                                    ) By executing this agreement the signatory
.................................... ) warrants that the signatory is duly
Name of witness (block letters)     ) authorised to execute this agreement on
                                    ) behalf of PCCW-HKT TELEPHONE LIMITED


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<S>                              <C>                                                                                 <C>
(C) Mallesons Stephen Jaques  |  International Services Agreement (Hong Kong) Amendment Agreement No. 2               9
                              |  14 May 2003
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<PAGE>


Mallesons Stephen Jaques





                        International Services
                        Agreement (Hong Kong)
                        Amendment Agreement No. 2


                        Dated 15 April 2003


                        Reach Networks Hong Kong Limited
                        PCCW-HKT Telephone Limited






                        Mallesons Stephen Jaques
                        Level 28
                        Rialto
                        525 Collins Street
                        Melbourne   Vic   3000
                        T +61 3 9643 4000
                        F +61 3 9643 5999
                        DX 101 Melbourne


<PAGE>


International Services Agreement (Hong Kong)
Amendment Agreement No. 2
Contents


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1        Interpretation                                                2

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2        Condition precedent                                           2

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3        HKISA Amendment                                               2

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4        Continuation of HKISA                                         7

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5        Costs                                                         7

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6        Governing Law                                                 7

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7        Counterparts                                                  7


Schedule 1 - Definitions                                               8