<PAGE>
                                                                    EXHIBIT 10.3

                              DATED           2001

              (1)     HUTCHISON TELECOMMUNICATIONS LIMITED

                                       AND

              (2)     HUTCHISON WHAMPOA LIMITED

                                       AND

              (3)     ASIA GLOBAL CROSSING LTD.

                                       AND

              (4)     GLOBAL CROSSING LTD.

                                       AND

              (5)     HUTCHISON GLOBAL CROSSING HOLDINGS LIMITED


                    ----------------------------------------

                             SHAREHOLDERS' AGREEMENT

                                   RELATING TO

                   HUTCHISON GLOBAL CROSSING HOLDINGS LIMITED

                    ----------------------------------------


                               DENTON WILDE SAPTE

                             43/F CHEUNG KONG CENTER

                             2 QUEEN'S ROAD CENTRAL

                                    HONG KONG

                               TEL: 852-2820-6272


<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
                                                                     PAGE
<S>                                                                  <C>
1. DEFINITIONS AND INTERPRETATION ..................................  2

2. THE COMPANY, HGCI AND HGC .......................................  8

3. ARTICLES OF ASSOCIATION ......................................... 12

4. BUSINESS OF THE HGC GROUP ....................................... 13

5. DIRECTORS ....................................................... 16

6. SHAREHOLDERS' MEETINGS .......................................... 19

7. DEADLOCK ........................................................ 20

8. ACCOUNTS AND INFORMATION TO SHAREHOLDERS ........................ 20

9. BUSINESS PLAN; OPERATING BUDGET ................................. 22

10. EMPLOYMENT POLICIES ............................................ 23

11. TRANSFER OF SHARES AND SHAREHOLDERS' LOAN ...................... 24

12. GUARANTEES ..................................................... 25

13. CONFIDENTIALITY ................................................ 27

14. NON COMPETITION AND OTHER OBLIGATIONS .......................... 27

15. PROTECTION OF NAME ............................................. 32

16. TERMINATION .................................................... 32

17. MISCELLANEOUS .................................................. 33

18. NOTICE ......................................................... 35

19. TAXES .......................................................... 36

20. AGENT FOR SERVICE .............................................. 38

21. CONTRACTS (RIGHTS OF THIRD PARTIES) ............................ 40

SCHEDULE 1A  A GROUP SERVICES ...................................... 41

SCHEDULE 1B  B GROUP SERVICES ...................................... 42

SCHEDULE 2  NON COMPETE EXCEPTIONS ................................. 43

SCHEDULE 3  RESERVED MATTERS ....................................... 44
</TABLE>



<PAGE>

<TABLE>
<S>                                                                 <C>
SCHEDULE 4  DEED OF ADHERENCE ...................................... 46

SCHEDULE 5  ARBITRATION/EXPERT ..................................... 48
</TABLE>



<PAGE>

                            SHAREHOLDERS' AGREEMENT

THIS SHAREHOLDERS' AGREEMENT is made on 24 of September 2001



BETWEEN:

(1)     HUTCHISON TELECOMMUNICATIONS LIMITED, a company incorporated in Hong
        Kong and having its registered office at 22nd Floor, Hutchison House, 10
        Harcourt Road, Hong Kong ("PARTY A");

(2)     HUTCHISON WHAMPOA LIMITED, a company incorporated in Hong Kong with its
        registered office at 22nd Floor, Hutchison House, 10 Harcourt Road, Hong
        Kong ("PRINCIPAL PARTY A");

(3)     ASIA GLOBAL CROSSING LTD., a company incorporated with limited liability
        in Bermuda with its registered office at Wessex House, 45 Reid Street,
        Hamilton, HM12 Bermuda ("PARTY B");

(4)     GLOBAL CROSSING LTD., a company incorporated with limited liability in
        Bermuda with its registered office at Wessex House, 45 Reid Street,
        Hamilton, HM12, Bermuda ("PRINCIPAL PARTY B"); and

(5)     HUTCHISON GLOBAL CROSSING HOLDINGS LIMITED, a company incorporated in
        the British Virgin Islands with its registered office at the offices of
        Trident Trust Company (B.V.I.) Limited, P.O. Box 146, Road Town,
        Tortola, the British Virgin Islands (the "COMPANY").

WHEREAS:

(A)     The Company is a company incorporated in the British Virgin Islands with
        registered number 69098 and as at the date hereof has an authorised
        capital of US$50,000 divided into 50,000 shares of US$1 each, 320 of
        such shares have been issued and are fully paid and are beneficially
        owned by Party A and by Party B as to 160 shares each.

(B)     Hutchison Global Crossing Limited ("HGC") (previously known as Hutchison
        Communications Limited) is a company incorporated in Hong Kong with
        registered number 385946 and as at the date hereof has an authorised
        capital of HK$10,000 divided into 1,000 ordinary shares of HK$10 each.
        Two of such shares have been issued and are fully paid up and are both
        beneficially owned by Hutchison Global Crossing Investments Limited
        ("HGCI"), which is a wholly owned subsidiary of the Company.

(C)     The Company's Subsidiaries provide fixed telecommunication network and
        multimedia services in Hong Kong.



                                       1.
<PAGE>

(D)     By a letter agreement dated 12 October 2000 (known as the "ROLL-UP
        LETTER") between Principal Party A, Party A, the Company, Party B,
        Principal Party B and Global Crossing Holdings Limited it was agreed,
        inter alia, that Party B would become a Shareholder in replacement of
        Global Crossing Holdings Limited.

(E)     On the same date as this Agreement, HGC entered into the Data Center
        Business Transfer Agreement and the ESD Transfer Agreement, pursuant to
        which the spin-offs of its media distribution center business and
        electronic services delivery business respectively ("SPIN-OFFS") were
        effected.

(F)     The parties hereto have agreed to enter into this Agreement to provide
        for the ownership, management, financing and other activities of the
        Company and its Subsidiaries from time to time and their rights and
        duties inter se, taking into account the changes to the HGC Group since
        the Original Shareholders' Agreement (as defined below) and the
        Spin-offs and to supersede the Original Shareholders' Agreement.

NOW IT IS HEREBY AGREED as follows:

1.      DEFINITIONS AND INTERPRETATION

1.1     In this Agreement, unless the context otherwise requires, the following
        expressions shall have the following meanings respectively:

        "A GROUP" means Principal Party A and its Subsidiaries and Affiliates
        from time to time, but unless otherwise expressly stated does not
        include any member of the HGC Group, MDC Group or ESD Group.

        "A GROUP SERVICES" means the Telecommunications services provided in
        Hong Kong by member(s) of the A Group as set forth in Schedule 1A, as
        supplemented from time to time in accordance with Clause 2.15.

        "AGREEMENT" means this Shareholders' Agreement, including its Recitals
        and Schedules, as it may be amended and/or supplemented from time to
        time.

        "AFFILIATE" means, as to any Person, (a) any corporation more than 20%
        of whose stock of any class or classes having by the terms thereof
        ordinary voting power (including the right to vote on appointment of
        directors) is at the time directly or indirectly owned by such Person
        and/or one or more Subsidiaries of such Person and (b) any partnership,
        association, joint venture or other entity in which such Person and/or
        one or more Subsidiaries of such Person have more than 20% direct or
        indirect equity interests therein, in each case, other than a Subsidiary
        of such Person.

        "ARTICLES" means the articles of association of the Company, as amended
        from time to time and for the time being in force.

        "B GROUP" means Principal Party B and its Subsidiaries and its
        Affiliates from time to time but unless otherwise expressly stated does
        not include any member of the HGC Group, MDC Group or ESD Group.



                                       2.
<PAGE>

        "B GROUP SERVICES" means the services provided by member(s) of the B
        Group set forth in Schedule 1B, as supplemented from time to time in
        accordance with Clause 2.15.

        "BOARD" means the board of Directors of the Company from time to time.

        "BUSINESS" means the provision of:

        (a)     HK Fixed Services;

        (b)     Internet Access and Transport Services in Hong Kong;

        (c)     PRC Fixed Services; and

        (d)     Internet Access and Transport Services in the PRC.

        "BUSINESS DAYS" means any day on which banks in Hong Kong, New York and
        Los Angeles are officially open for business generally, except a
        Saturday or a Sunday.

        "BUSINESS PLAN" means the business plan and operating budget of the HGC
        Group (including the Existing BP) as referred to in Clause 9.

        "CAPACITY" means:

        (a)     in the case of the HGC Group, backhaul, capacity, and leased
                circuit services on the terrestrial networks in Hong Kong and
                the PRC owned by the HGC Group or with respect to which the HGC
                Group has the right to set the price and other terms; and

        (b)     in the case of the B Group, wholesale international cable
                capacity owned by the B Group or with respect to which the B
                Group has the right to set the price and other terms.

        "CARRIER" means a person that is entitled, authorised, licensed or
        otherwise permitted to establish, operate and maintain
        Telecommunications facilities and/or to provide services over such
        facilities in Hong Kong from time to time.

        "CK" means Cheung Kong (Holdings) Limited.

        "COMPANIES ORDINANCE" means the Companies Ordinance (Cap. 32) of the
        Laws of Hong Kong.

        "CONTENT AND PORTAL DISTRIBUTION" means the provision of information,
        entertainment and other content on the Internet and services associated
        therewith including, for example, development, establishment and supply
        of portal sites, provision of search engines and other software
        development for content provisioning on the Internet.

        "DATA CENTER BUSINESS TRANSFER AGREEMENT" means the agreement dated the
        date of this Agreement for the sale and purchase of the media
        distribution center business between HGC and Hutchison GlobalCenter
        Limited.

        "DATA CENTER SERVICES" means the provision of equipment co-location
        services, data center facilities management (including network
        management services and system security monitoring services), web
        hosting and associated web design services,



                                       3.
<PAGE>

        application hosting, monitoring and management (whether the application
        is proprietary or belongs to the customers), storage, management,
        security and recovery services for data.

        "DIRECTOR(S)" means the director(s) of the Company from time to time.

        "E-COMMERCE" means the sale of goods and services on the Internet.

        "EFFECTIVE DATE" means 1 September 2001.

        "ESD GROUP" means ESD Investments One Limited and its Subsidiaries from
        time to time.

        "ESD TRANSFER AGREEMENT" means the agreement dated the date of this
        Agreement for the sale and purchase of the Sale Shares (as defined
        therein) and the assignment of certain shareholder loans between HGC (as
        seller and assignor) and Party A and Party B (as purchasers and
        assignees).

        "EXISTING BP" means the business plan adopted by the board of directors
        of HGC on 1 December 2000, which relates to the Business as well as the
        businesses carried on by Hazelwood Green Limited, ESD Investments One
        Limited and their respective Subsidiaries.

        "FUNDAMENTAL BREACH" means any breach of any obligation hereunder the
        commission of which would entitle a non-breaching party to terminate
        this Agreement at law (ignoring for that purpose any contrary provision
        in this Agreement).

        "FTNS LICENCE" means any fixed telecommunications network services
        licence issued under the Telecommunications Ordinance held from time to
        time by the HGC Group and includes:

        (a)     any successor licence or licence replacing or modifying the said
                fixed telecommunications network service licence; and

        (b)     all authorisations and licences issued pursuant to the said
                fixed telecommunications network service licence or incidental
                thereto.

        "GLOBAL CROSSING NETWORK" means:

        (a)     those submarine and terrestrial cable systems referred to in the
                Network Agreement; and

        (b)     submarine and terrestrial cable systems (other than terrestrial
                cable systems in the PRC and Hong Kong) owned by any one or more
                members of the B Group from time to time or with respect to
                which any one or more members of the B Group has the right to
                set the price and other terms for the related capacity.

        "GROUP SERVICES" means the collective reference to A Group Services and
        B Group Services.

        "HGC GROUP" means the Company and its Subsidiaries from time to time.

        "HK FIXED SERVICES" means the provision by wireline or wireless means of
        Telecommunications services between fixed points in Hong Kong or between
        one or more fixed points in Hong Kong and one or more fixed points
        outside Hong Kong



                                       4.
<PAGE>

        including the provision of services, establishment and maintenance of
        networks (whether owned or leased) and facilities and other activities
        from time to time authorised under HGC's FTNS Licence, but does not
        include Satellite Based Services. For the avoidance of doubt, HK Fixed
        Services includes the following to the extent so authorised under HGC's
        FTNS Licence:

        (a)     facilitating the establishment of submarine cable landing
                stations in Hong Kong as permitted by Clause 4.6; and

        (b)     without limiting the definition of Satellite Based Services set
                out below, subject to the approval of the Board in accordance
                with Clause 4.7, the establishment and use of satellite earth
                stations and the leasing of satellite capacity as part of the
                network established under HGC's FTNS Licence for the provision
                of services between fixed points.

        "HONG KONG" means the Hong Kong Special Administrative Region of the
        PRC.

        "HOSTING OPERATIONS" means the provision of a secure, environmentally
        controlled, physical space for customer-owned equipment with electrical
        power and security within a data center facility.

        "INTELLECTUAL PROPERTY" means all intellectual property rights, to the
        extent acquired by or developed by or vested in the Company and/or its
        Subsidiaries or their respective employees in the course of their
        conducting the Business, including but not limited to the following
        rights:

        (a)     patents, copyrights, registered designs, trade marks, service
                marks, know how, discoveries, processes, computer software and
                programs, codes and related items, inventions, disclosures and
                related improvements and any right of the Company to have
                confidential information kept confidential; and

        (b)     any application or right to apply for registration of any of the
                rights referred to in paragraph (a).

        "INTERNET ACCESS AND TRANSPORT SERVICES" means the establishment,
        maintenance or provision of Internet access facilities or services or
        the provision of capacity for accessing and transporting communications
        on the Internet on a wholesale or retail basis. Internet Access and
        Transport Services includes, without limitation, Internet Protocol
        ("IP") transit services.

        "INTERNET ADVERTISING" means advertising on the Internet and services
        relating thereto.

        "MDC GROUP" means Hazelwood Green Limited and its Subsidiaries from time
        to time.

        "MDC SHAREHOLDERS' AGREEMENT" means the shareholders' agreement dated
        the date of this Agreement between Party A, Principal Party A, Party B,
        Principal Party B and Hazelwood Green Limited as amended from time to
        time.

        "MOBILE SERVICES" means providing and maintaining a public
        radio-telephone service (other than services provided pursuant to an
        FTNS Licence) and the sales and/or lease of subscriber equipment (mobile
        and portable radio telephone equipment and related accessories).



                                       5.
<PAGE>

        "NETWORK AGREEMENT" means the Global Crossing Network Agreement, dated
        12 January 2000, among the Company, Principal Party B and Global
        Crossing USA Inc (which has assigned its rights and obligations under
        that agreement to Party B), as amended, supplemented or otherwise
        modified from time to time.

        "ORIGINAL SHAREHOLDERS' AGREEMENT" means the original shareholders'
        agreement between Party A, Principal Party A, Principal Party B, Global
        Crossing Holdings Ltd. (which has transferred its Shares to Party B),
        and the Company, relating to the Company, dated 12 January 2000.

        "PAGING SERVICES" means paging and ancillary services, including
        services of a type which were authorised under the Public Radio
        Communications Services licenses.

        "PERSON" means any individual, partnership, joint venture, corporation,
        limited liability company, limited duration company, limited life
        company, association, trust or other enterprise or a government,
        including an agency thereof.

        "PRC" means the People's Republic of China, including Macau, but
        excluding Hong Kong, and for the avoidance of doubt does not include
        Taiwan.

        "PRC FIXED SERVICES" means the provision by wireline or wireless means
        of Telecommunications services between fixed points in the PRC or
        between one or more fixed points in the PRC and one or more fixed points
        outside the PRC, but does not include Satellite Based Services. For the
        avoidance of doubt, PRC Fixed Services includes the following:

        (a)     facilitating the establishment of submarine cable landing
                stations in Hong Kong as permitted by Clause 4.6; and

        (b)     without limiting the definition of Satellite Based Services set
                out below, subject to the approval of the Board in accordance
                with Clause 4.7, the establishment and use of satellite earth
                stations and the leasing of satellite capacity as part of the
                network established for the provision of services between fixed
                points as aforesaid.

        "PRINCIPAL PARTIES" means Principal Party A and Principal Party B.

        "RELEVANT AGREEMENTS" has the meaning assigned to that term in the Sale
        and Purchase Agreement.

        "RELEVANT PERIOD" means the period from the Effective Date to the date
        one year (or if a court of competent jurisdiction determines that this
        period is unenforceable six months) following the termination of this
        Agreement.

        "RELEVANT SHAREHOLDER" means:

        (a)     in respect of Principal Party A, Party A and any person for
                whose obligations Principal Party A is liable under Clause 11.3;
                and

        (b)     in respect of Principal Party B, Party B and any person for
                whose obligations Principal Party B is liable under Clause 11.3.



                                       6.
<PAGE>

        "SALE AND PURCHASE AGREEMENT" means a subscription and sale and purchase
        agreement between the parties named therein dated 15 November, 1999, as
        amended, supplemented or otherwise modified from time to time.

        "SATELLITE BASED SERVICES" means Telecommunications services provided by
        satellite (other than services provided pursuant to a FTNS Licence)
        including, without limitation, the ownership and operation of
        satellites, television broadcasting and similar services provided by
        satellite, VSAT services and services provided through global satellite
        systems and global positioning services, and the establishment and
        maintenance of facilities relating to any of the foregoing and services
        ancillary thereto.

        "SHAREHOLDER(S)" means holder(s) of Share(s) from time to time.

        "SHAREHOLDERS' LOAN(S)" means loan(s) made or to be made to the Company
        by the Shareholders (or where the context so requires, by a particular
        Shareholder) or, where the context so requires, the outstanding amount
        thereof.

        "SHARE(S)" means the issued share(s) in the capital of the Company from
        time to time.

        "SUBSIDIARY" means, as to any Person, (a) any corporation more than 50%
        of whose stock of any class or classes having by terms thereof ordinary
        voting power to elect a majority of the directors of such corporation is
        at the time owned by such Person and/or one or more Subsidiaries of such
        Person and (b) any partnership, association, joint venture or other
        entity in which such Person and/or one or more Subsidiaries of such
        Person have more than 50% equity interests therein provided that,
        whether or not falling within paragraphs (a) and (b) of this definition
        and without limiting the foregoing, Party B and its Subsidiaries (as
        defined in paragraphs (a) and (b) above) shall be deemed to be
        Subsidiaries of Principal Party B for so long as Party B or any of Party
        B's Subsidiaries owns any Shares (and, if Party B or its Subsidiary
        disposes of its Shares after the restrictions on transfer of Shares
        under this Agreement are removed pursuant to Clause 11.2(a), Party B and
        its Subsidiaries shall be deemed to continue to be Subsidiaries of
        Principal Party B from the date of such disposal until the date this
        Agreement terminates under Clause 11.2).

        "TELECOMMUNICATIONS ORDINANCE" means the Telecommunications Ordinance,
        (Cap. 106) of the Laws of Hong Kong.

        "TELECOMMUNICATIONS" includes any communication by wire or radio waves
        or any other electromagnetic means or by any combination thereof:

        (a)     whether between persons and persons, things and things or
                persons and things; and

        (b)     whether in the form of speech, music or other sounds;

        (c)     whether in the form of data, text, visual images (animated,
                moving or otherwise), signals or any other form; and

        (d)     whether in any combination of forms.

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




                                       7.
<PAGE>

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

1.2     References herein to Clauses, paragraphs, Recitals and Schedules are to
        clauses, paragraphs and recitals of and schedules to this Agreement
        unless the context requires otherwise and the Recitals and the Schedules
        shall form part of this Agreement.

1.3     References to any statute or statutory provisions shall include any
        statute or statutory provision which amends or replaces, or has amended
        or replaced it and shall include any subordinate legislation made under
        the relevant statute.

1.4     References to writing shall include typewriting, printing, lithography,
        photography and facsimile message and other modes of reproducing words
        in a legible and non-transitory form.

1.5     Words importing the singular include the plural and vice versa, words
        importing a gender include every gender and references to any person
        shall include references to an individual, firm, or body corporate or
        unincorporate.

1.6     Headings are for convenience of reference only and shall not affect the
        construction of this Agreement.

1.7     The expressions "Party A", "Party B", "Principal Party A", "Principal
        Party B", "Shareholder(s)" and "the Company" shall, where the context
        permits, include their respective successors and permitted assigns.

1.8     Any obligation of a party to procure or cause an Affiliate to take any
        action whatsoever shall be limited to an obligation to use reasonable
        commercial endeavours to secure that the Affiliate undertakes that
        action.

1.9     This Agreement shall become effective on the Effective Date.

2.      THE COMPANY, HGCI AND HGC

2.1     The Company is and shall be an international business company
        incorporated under the laws of the British Virgin Islands.

2.2     HGCI is and shall be an international business company incorporated
        under the laws of the British Virgin Islands.

2.3     HGC is and shall be a private company limited by shares incorporated
        under the Companies Ordinance.

2.4     Full Effect

        Each of the Shareholders shall, and shall procure all persons nominated
        by it on the Board or the board of directors of any Subsidiaries of the
        Company and representative(s) appointed to attend shareholders' meeting
        of the Company or any of its Subsidiaries to, exercise all voting rights
        and powers of control available to it in relation to the Company and its
        Subsidiaries so as to give full effect to the terms and conditions of
        this Agreement.



                                       8.
<PAGE>

2.5     Listing

        Upon written request to the Company made at any time after 12 January
        2002, either Principal Party A or Principal Party B may demand that the
        Company undertakes a listing of not more than 15% of any of:

        (i)     the Shares;

        (ii)    the shares in the capital of HGCI or HGC; or

        (iii)   the shares of a holding company of the Company, HGCI or HGC,
                such holding company to be a new corporation formed for the
                purpose of seeking such listing,

        (the "LISTING SHARES").

        In each case on an internationally recognised stock exchange or other
        internationally recognised securities market by means of an initial
        public offering (the "INITIAL PUBLIC OFFERING") of the Listing Shares.
        If either Principal Party A or Principal Party B makes such a demand,
        the parties shall fully cooperate with each other in the marketing of
        the Listing Shares and shall be unconditionally obliged to each take all
        actions necessary or desirable to effect the Initial Public Offering.
        Without prejudicing each party's unconditional obligation to effect an
        Initial Public Offering in accordance with the previous sentence, the
        parties agree to cooperate with each other and negotiate in good faith
        with each other to address such amendments to this Agreement and other
        matters as may be reasonably necessary to effect the Initial Public
        Offering. Unless agreed to the contrary:

        (a)     the Initial Public Offering shall take place on a Hong Kong
                stock exchange which is recognised internationally and/or the
                NASDAQ National Market as may be determined by agreement of the
                parties (and in attempting to reach agreement the parties will
                give good faith consideration to the written recommendations of
                the underwriter to the Initial Public Offering). If the parties
                do not agree on the exchange or exchanges on which the Initial
                Public Offering shall take place, the parties agree that the
                listing shall take place on both a Hong Kong internationally
                recognised stock exchange and on the NASDAQ National Market or
                the New York Stock Exchange; the percentage dilution of the A
                Group and the B Group in the corporation the securities of which
                are to be listed ("LISTING VEHICLE") shall be shared equally;

        (b)     fees and expenses of the Initial Public Offering shall be borne
                by the Listing Vehicle;

        (c)     the Initial Public Offering shall be of a primary issue of
                common shares of the Listing Vehicle; and

        (d)     the parties shall negotiate in good faith over the necessary
                amendments to this Agreement in order to include the holding
                company referred to in 2.5(iii) within the HGC Group and in
                order to make the terms hereof applicable to such holding
                company and its Subsidiaries and shall each undertake all such
                acts, and execute all such documents, as may be reasonably
                necessary or desirable to give effect to this Clause.



                                       9.
<PAGE>

2.6     A Group Obligation to Use B Group Services

        Principal Party A agrees:

        (a)     to:

                (i)     procure that Subsidiaries of Principal Party A
                        (excluding Subsidiaries located outside of Hong Kong or
                        the PRC whose shares are publicly traded); and

                (ii)    use reasonable commercial efforts to procure that its
                        Subsidiaries located outside of Hong Kong or the PRC
                        whose shares are publicly traded and its Affiliates,

                who require access to B Group Services shall subscribe for such
                B Group Services from the B Group so long as such B Group
                Services are reasonably competitive as to price, availability,
                quality and other terms material to its competitiveness and
                provided that with respect to B Group Services not set forth in
                Schedule 1B as of the date hereof, the B Group has complied with
                its obligations set forth in Clause 2.15; and

        (b)     for so long as CK is the beneficial owner of at least 40% of the
                voting shares of Principal Party A, to use its reasonable
                commercial endeavours to cause CK and such of CK's Subsidiaries
                located in Hong Kong or the PRC which require B Group Services
                to obtain such B Group Services from the B Group so long as such
                B Group Services are reasonably competitive as to price,
                availability, quality and other terms material to its
                competitiveness and provided that with respect to B Group
                Services not set forth in Schedule 1B as of the date hereof, the
                B Group has complied with its obligations set forth in Clause
                2.15;

        provided, in each case that such B Group Services are not otherwise
        provided by any member of the A Group or by the HGC Group.

2.7     HGC Group Use of A Group Services

        The Company agrees to procure that members of the HGC Group who require
        A Group Services shall procure such A Group Services from the A Group,
        so long as such A Group Services are reasonably competitive as to price,
        availability, quality and other terms material to its competitiveness
        and provided that with respect to A Group Services not set forth in
        Schedule 1A as of the date hereof, the A Group has complied with its
        obligations set forth in Clause 2.15.

2.8     HGC Group Use of B Group Services

        The Company agrees to procure that members of the HGC Group who require
        B Group Services shall, subject to the provisions of Clause 2.11 in the
        case of purchases of Capacity, procure such B Group Services from the B
        Group, so long as such B Group Services are reasonably competitive as to
        price, availability, quality and other terms material to its
        competitiveness and provided that with respect to B Group Services not
        set forth in Schedule 1B as of the date hereof, the B Group has complied
        with its obligations set forth in Clause 2.15.



                                      10.
<PAGE>

2.9     B Group Obligation to Use A Group Services

        Subject to Clause 14.8, Principal Party B agrees to procure that members
        of the B Group (other than Party B and its Subsidiaries if such persons
        are deemed Subsidiaries of Principal Party B solely by operation of the
        provisions contained in the last parenthetical of the definition of
        "Subsidiary") who require A Group Services in Hong Kong (not otherwise
        provided by any member of the B Group or by any member of the HGC Group)
        shall procure such services from the A Group, so long as such services
        are reasonably competitive as to price, availability, quality and other
        terms material to its competitiveness and provided that with respect to
        A Group Services not set forth in Schedule 1A as of the date hereof, the
        A Group has complied with its obligations set forth in Clause 2.15.

2.10    Access to A Group/CK Properties

        Principal Party A agrees:

        (a)     to provide, and to cause each member of the A Group to provide,
                HGC and its Subsidiaries with access to properties (including
                related infrastructure) which from time to time are owned or
                controlled by any member of the A Group; and

        (b)     for so long as CK is the beneficial owner of at least 40% of the
                voting shares of Principal Party A, to use its reasonable
                commercial endeavours to cause CK and its Subsidiaries to
                provide HGC and its Subsidiaries with access to properties
                (including related infrastructure) which from time to time are
                owned or controlled by CK or its Subsidiaries;

        in each case on a commercially reasonable basis and on terms which are,
        in any event, not worse (from the perspective of the HGC Group) than the
        basis and terms on which access is currently provided to the HGC Group.

2.11    Price of B Group Capacity For HGC Group

        Principal Party B shall, and shall cause members of the B Group (other
        than Party B and its Subsidiaries if such persons are deemed
        Subsidiaries of Principal Party B solely by operation of the provisions
        contained in the last parenthetical of the definition of "Subsidiary")
        to, provide Capacity on the Global Crossing Network to the HGC Group at
        a price equal to the lowest price of any sale on the applicable Global
        Crossing Network during the preceding calendar quarter to a
        non-affiliated entity activating a similar amount of Capacity on the
        applicable system(s) (excluding discounts given in respect of future
        commitments and past purchases unless comparable circumstances apply in
        the case of the proposed purchaser and having regard to timing of
        commitments, purchase and activation) less 5%; provided, however, that
        in no event shall such price be at below cost.

2.12    Price of HGC Group Capacity for A Group, B Group and ESD Group

        The HGC Group shall provide Capacity and other services within the
Business to:

        (a)     Principal Party A and its Subsidiaries;

        (b)     Principal Party B and its Subsidiaries; and



                                      11.
<PAGE>

        (c)     ESD Investments One Limited respectively and its Subsidiaries,
                provided it is more than 50% owned directly or indirectly, by
                Party A and Party B,

        at a price equal to the lowest price of any sale on the HGC Group
        network during the preceding calendar quarter to a non-affiliated entity
        activating a similar amount and type of Capacity or service (excluding
        discounts given in respect of future commitments and past purchases
        unless comparable circumstances apply in the case of the proposed
        purchaser and having regard to timing of commitments, purchases and
        activation) less 5%; provided, however, that in no event shall such
        price be below cost.

2.13    Price of HGC Group Capacity to MDC Group

        The Shareholders shall procure that so long as the HGC Group and the MDC
        Group remain to be more than 50% owned by Party A and Party B, directly
        or indirectly, that the HGC Group shall provide Capacity to members of
        the MDC Group at cost, plus the administrative costs incurred by the HGC
        Group in providing such services.

2.14    Price of HGC Group Capacity To Third Parties

        Except as otherwise agreed by the Board or as otherwise provided by this
        Agreement (including, without limitation, in Clause 2.12), Capacity and
        other services within the Business shall be provided by the HGC Group to
        third parties at market rates.

2.15    Notice of New Group Services

        Each of Principal Party A and Principal Party B respectively shall be
        permitted to supplement its respective Group Services by providing the
        other Principal Party with written notice of the services then being
        offered by members of the A Group or the B Group (as the case may
        require) (with respect to members of the A Group, in Hong Kong and with
        respect to members of the B Group, outside of Hong Kong). Unless the
        Principal Parties agree to the contrary, the services set forth in such
        notice shall be deemed included in Schedule 1A or Schedule 1B, as the
        case may be, at the end of the period of thirty (30) days after the date
        of such notice (the Principal Parties to negotiate in good faith over
        such additional Group Services during such period).

3.      ARTICLES OF ASSOCIATION

3.1     New Articles of Association

        As soon as practicable following the signing of this Agreement the
        Company shall, and each of the Shareholders hereby agrees that they
        shall procure the Company to, adopt new Articles of Association in order
        to reflect the relevant terms and provisions of this Agreement.

3.2     Inconsistency

        In the event of inconsistency between this Agreement and the Articles or
        the articles of association of HGC, this Agreement shall prevail.



                                      12.
<PAGE>

4.      BUSINESS OF THE HGC GROUP

4.1     The Business

        The HGC Group shall carry on the Business as its primary areas of focus.

4.2     Incidental Activities

        In addition, the HGC Group may also carry on the following activities
        incidental to the Business:

        (a)     the provision of E-Commerce in Hong Kong;

        (b)     the provision of Content and Portal Distribution in Hong Kong;

        (c)     the provision of Internet Advertising in Hong Kong;

        (d)     Hosting Operations;

        (e)     Data Center Services;

        (f)     the establishment and maintenance of facilities and the
                provision of services reasonably incidental to the Business and
                to any of the above and/or as may be agreed; and

        (g)     the provision of subscriber equipment in connection with the
                services listed above;

        In pursuing the activities referred to in paragraphs (a) to (c) above,
        the Shareholders shall procure that if any Hosting Operations or Data
        Center Services are required by the HGC Group, the HGC Group shall
        obtain these services from the MDC Group subject to and in accordance
        with Clause 14.5 of the MDC Shareholders' Agreement.

        In pursuing the activities referred to in paragraphs (d) and (e) above,
        the Shareholders shall not, and shall procure that HGC and its
        Subsidiaries do not, breach Clause 11 (Restrictive Covenants) of the
        Data Center Business Transfer Agreement dated the date of this Agreement
        between (1) HGC and (2) Hutchison GlobalCenter Limited or Clause 14
        (Non-competition and other obligations) of the MDC Shareholders'
        Agreement.

        If a customer of the HGC Group requires Hosting Operations and Data
        Center Services (other than the provision of equipment co-location
        services to Carriers) the HGC Group shall use commercially reasonable
        efforts to persuade such customer to use the MDC Group for such Hosting
        Operations and Data Center Services.

4.3     Excluded

        For the avoidance of doubt, the business of the HGC Group does not
include:

        (a)     the provision of Mobile Services;

        (b)     the provision of Paging Services and associated facilities; or

        (c)     Satellite Based Services.



                                      13.
<PAGE>

4.4     PRC Business

        (a)     The Shareholders and the Principal Parties acknowledge that PRC
                Fixed Services and Internet Access and Transport Services in the
                PRC (together, the "PRC BUSINESS") are within the Company's
                scope of business, and neither Principal Party (and none of
                their respective Subsidiaries) shall pursue such an opportunity
                except through the Company and its Subsidiaries, other than as
                provided in this Clause 4.4 or Clause 14.

        (b)     If either Principal Party or their respective Subsidiaries
                obtain an opportunity in a PRC Business which such party wishes
                to pursue (each, a "PRC OPPORTUNITY"), such party (the "OFFERING
                PARTY") shall give prompt written notice thereof to the Board.
                Such notice shall specify the PRC Opportunity in reasonable
                detail (including the timing of the transaction) so that the
                Board can reasonably consider the PRC Opportunity.

        (c)     If the HGC Group is not permitted by law, or published policy,
                regulation or decree to pursue a PRC Opportunity (collectively,
                "PROHIBITION"), then the Offering Party shall be permitted,
                after giving written notice thereof to the Board and the other
                Principal Party, to pursue such PRC Opportunity (through itself,
                through its related Principal Party or through one of such
                related Principal Party's Subsidiaries), provided, however,
                that:

                (i)     prior to exercising the rights conferred by the
                        remainder of this Clause based on the view that the HGC
                        Group is not permitted to pursue the PRC Opportunity by
                        virtue of a Prohibition, the Offering Party shall first
                        discuss the problem in good faith with the other
                        Principal Party with a view to attempting to overcome
                        the problem during a reasonable period having regard to
                        any time constraints attached to the opportunity and
                        having regard to whether such Prohibition will cease
                        within a reasonable time period;

                (ii)    if the discussions in (i) have not resulted in the
                        problem being overcome and the Offering Party still
                        wishes to pursue the PRC Opportunity, the Offering Party
                        shall in that event provide a written offer ("OFFER") to
                        the other Principal Party (the "OFFERED PARTY") for the
                        right to participate in 50% of the PRC Opportunity
                        available to the Offering Party (subject to the Offered
                        Party assuming 50% of the liabilities attached thereto),
                        such Offer to set out the terms of the PRC Opportunity
                        as well as the structure in which the Offered Party and
                        the Offering Party shall participate, in each case in
                        reasonable detail (the "OFFERING NOTICE"). The Offered
                        Party shall have a reasonable opportunity to consider
                        such Offer, but shall, in any event, provide the
                        Offering Party a written reply to such Offer within 30
                        days of receiving the Offering Notice ("Offer Period");

                (iii)   should the Offered Party refuse or fail within the Offer
                        Period to accept in writing the Offer, the Offering
                        Party and/or its Subsidiary or Subsidiaries shall be
                        entitled to undertake the PRC Opportunity. If however
                        the only reason preventing the Offered Party from
                        accepting the Offer is a Prohibition (and the Offered
                        Party notifies the Offering Party thereof in writing
                        within the Offer Period), the Offering Party and the
                        Offered Party shall negotiate in good faith with the
                        other to



                                      14.
<PAGE>

                        establish a mechanism through which the other will be
                        put in the same position, including as to risks and
                        returns, as if it had invested directly in such PRC
                        Opportunity; and

                (iv)    if the Offered Party accepts the Offer within the Offer
                        Period, both parties agree to proceed in accordance with
                        the terms of the Offer.

               For the avoidance of doubt, the carrying on of businesses by any
               Shareholder pursuant to this Clause shall not be regarded as a
               breach of the non-competition provisions contained in Clause 14.
               Any right to participate under this Clause may be exercised by
               the Offered Party in its own right or by a Subsidiary of the
               Offered Party.

4.5     Intellectual Property

        Each of the Shareholders recognises and acknowledges that, as between
        the HGC Group and the Shareholders, the Company is the sole and
        exclusive owner of all of the rights in and to the Intellectual
        Property. The Shareholders agree that no member of the HGC Group shall
        grant a licence to any member of the A Group or the B Group with respect
        to any Intellectual Property, except a licence in writing that is
        approved by the Board. Each of the Shareholders agrees that neither this
        Agreement nor any of the Shareholder's activities contemplated herein
        shall confer upon any member of the A Group or B Group any right, title
        or interest in or to any of the Intellectual Property or any right to
        use the Intellectual Property except:

        (a)     to the extent licensed in writing to that Shareholder by an HGC
                Group company;

        (b)     to the extent owned by that member of the A Group or B Group and
                licensed to the HGC Group company; provided, however, that any
                improvements or developments made by the Company and based upon
                Intellectual Property licensed from a member of the A Group or B
                Group shall belong exclusively to the Company; and

        (c)     in the case of know how or other information, that information
                becomes generally known or generally available to the public
                through no act or failure to act on the part of either
                Shareholder.

4.6     Cable Landing Stations

        The HGC Group shall not:

        (a)     make any capital expenditure or equity contribution in relation
                to a submarine cable landing station in Hong Kong or the PRC
                (including the establishment thereof); or

        (b)     own cable stations or submarine cable systems in each case which
                land in Hong Kong or the PRC or participate in consortiums or
                similar arrangements doing the same;

        provided that it is agreed that the HGC Group may facilitate the
        establishment of cable landing stations to the extent desirable to
        enable the HGC Group to compete as a provider of backhaul facilities and
        domestic services in Hong Kong and the PRC.



                                      15.
<PAGE>

4.7     Satellite Earth Stations/Capacity

        The HGC Group shall not undertake the establishment and use of satellite
        earth stations or the leasing of satellite capacity without the prior
        approval of the Board and provided that the earth stations or satellite
        capacity is required for purposes not reasonably able to be achieved on
        a competitive basis by use of submarine cables.

5.      DIRECTORS

5.1     Directors' Appointment

        The Board shall, unless the Shareholders otherwise unanimously agree,
        consist of six Directors. Each Shareholder shall be entitled to nominate
        3 Directors and require the appointment by the Shareholders or by the
        Board of the 3 Directors nominated by it. The nominating Shareholder
        shall have the exclusive right to require the removal and replacement of
        the Director(s) nominated by that Shareholder from time to time. Each
        Shareholder shall from time to time promptly upon request of the other
        Shareholder take all such action, including voting their respective
        Shares, procuring their respective nominated Directors on the Board to
        vote in favour of resolutions and signing documents as may be necessary
        to appoint, remove or replace (as the case may require) Director(s)
        under this Clause.

5.2     Board Meetings

        Any two Directors may, at any time, convene a Board meeting. Meetings of
        the Board shall be held at least once every quarter. Unless otherwise
        agreed by a majority of the Directors, all Board meetings shall be held
        after not less than 14 Business Days written notice thereof (or such
        shorter period as the majority of the Directors entitled to attend that
        meeting may agree) has been given to each Director, or his alternate,
        stating the date, time, place and agenda of the Board meeting (including
        details of arrangements for participation by conference telephone or any
        other communication equipment permitted by Clause 5.8) and no business
        (other than business of a routine or non-material nature) may be
        conducted at a Board meeting other than the business specified in the
        agenda. The sending of a notice of a Board meeting to the address or
        facsimile number from time to time notified or provided by each Director
        or his alternate to the Company Secretary shall be deemed to be a valid
        service of a notice of the Board meeting.

5.3     Quorum

        No meeting of the Board may proceed to business nor transact any
        business unless a quorum is present. The quorum for a Board meeting
        shall be two Directors (including one Director nominated by Party A and
        one Director nominated by Party B) present in person or by their
        respective alternates. If a quorum is not present within twenty minutes
        of the time scheduled for commencement of the Board meeting, the meeting
        shall be adjourned to the same time and place on the same day in the
        next week, unless at least one Director nominated by each of Party A and
        Party B agree to an alternative date, time or place.



                                      16.
<PAGE>

5.4     Vote

        At any Board meeting, each Director shall have one vote.

5.5     Chairman

        The Chairman of the Board shall initially be nominated by Party A from
        among the persons for the time being nominated by Party A for
        appointment as Directors and shall be in such office for 18 months, from
        12 January 2000. The Chairman of the Board will then be appointed by
        Party B from among the persons for the time being nominated for
        appointment by Party B for appointment as Directors and shall also be in
        office for 18 months. Thereafter, such right of nomination of the
        Chairman of the Board shall be rotated between Party A and Party B every
        18 months. The Chairman of the Board shall not be entitled to a second
        or casting vote.

5.6     Directors' Fees

        Unless otherwise agreed by the Shareholders unanimously, the Directors
        (or their respective alternates) shall not be entitled to be paid
        director's fees but shall be reimbursed for all out-of-pocket (including
        travel and accommodations) expenses reasonably incurred in performing
        their duties as Directors and shall receive such remuneration for
        executive services performed for any member of the HGC Group as the
        Board may decide.

5.7     Written Resolutions

        A resolution in writing signed by at least two Directors nominated by
        Party A and at least two Directors nominated by Party B or by signed
        facsimile of their signatures shall be valid and effective for all
        purposes as if passed at a duly convened meeting of the Board. Any such
        resolution may consist of one or several documents in like form, each
        signed or authenticated by one or more of the Directors.

5.8     Participation and Location

        Any or all Directors may participate in a meeting of the Board by means
        of a conference telephone or any communications equipment which allows
        all persons participating in the meeting to hear and speak to each
        other. A person so participating shall be deemed to be present in person
        at the meeting and shall be entitled to be counted in the quorum and to
        vote accordingly. Unless otherwise agreed by the Shareholders,

        (a)     Board meetings (including attendance via conference calls) shall
                take place in Hong Kong, Bermuda or such other location as may
                be agreed by Party A and Party B; and

        (b)     written resolutions of the Board shall be signed by the Board in
                Hong Kong, Bermuda or such other locations as may be agreed by
                Party A and Party B.

5.9     Board Referral and Voting

        The Board shall determine all matters by way of simple majority unless
        otherwise provided for herein or unanimously agreed by the Shareholders,
        provided that prior to the date upon which the transfer restrictions on
        Shareholders cease by virtue of the application of Clause 11.2 (a), all
        action by the Board shall require an affirmative vote



                                      17.
<PAGE>

        of at least one director nominated by each Shareholder. The Shareholders
        shall procure that no member of the HGC Group will do any of the things
        listed in Schedule 3 without the prior approval of the Board.
        Notwithstanding the foregoing:

        (a)     a resolution regarding termination of the service agreement
                dated 12 January 2000 between HGC, Principal Party A and
                Hutchison Telecommunications (Hong Kong) Limited or the service
                agreement dated 12 January 2000 between HGC and Principal Party
                A or the termination of any service provided under either such
                agreement may be passed by a majority of the directors nominated
                by Party B present at a validly convened meeting of directors of
                HGC and in the event of such termination Party A shall procure
                that its nominated directors on the board of directors of HGC do
                not unreasonably withhold their approval of a replacement
                arrangement with a third party proposed by Principal Party B;
                and

        (b)     a resolution regarding termination of the Licence and Technical
                Assistance Agreement dated 12 January 2000 between the Company
                and Principal Party B may be passed by a majority of the
                directors nominated by Party A present at a validly convened
                meeting of directors of the Company or HGC (as the case may
                require) and Principal Party B shall procure that its nominated
                directors on the Board and on the board of directors of HGC
                respectively do not unreasonably withhold their approval of a
                replacement agreement with a third party proposed by Principal
                Party B.

5.10    Board Matters

        Any action to be taken by or on behalf of the Company with respect to
        the matters set forth in Schedule 3 shall be first considered by the
        Board; provided, however, that the list of such matters is not intended
        and shall not be deemed to be an exhaustive list of items within the
        purview of the Board nor is it intended that the absence of any matter
        from inclusion in Schedule 3 shall give rise to any inference that any
        officer of the Company shall be permitted to take any action on behalf
        of the Company with respect to such omitted matter without first seeking
        the approval of the Board.

5.11    The Company's Subsidiaries Generally

        Unless the Shareholders otherwise unanimously agree, Clauses 5.1 to 5.10
        shall apply, mutatis mutandis, to the Company's Subsidiaries (except
        partly owned Subsidiaries whose boards include directors appointed by
        third parties) provided however that in the case of such Subsidiaries
        other than HGC:

        (a)     the board of directors of such Subsidiary shall consist of two
                directors;

        (b)     each Shareholder shall be entitled to nominate one director each
                for such Subsidiary and require the appointment of the director
                nominated by it;

        (c)     meetings of the board of directors of such Subsidiary shall be
                held in the manner and at the times agreed by the Shareholders;

        (d)     no resolution shall be passed by the board of directors of such
                Subsidiary unless it is approved by the two directors of such
                Subsidiary;



                                      18.
<PAGE>

        (e)     the Shareholders shall take any actions necessary to procure
                that the decisions of the board of directors of such Subsidiary
                are implemented; and

        (f)     Clause 5.7 shall apply as if each reference therein to "two
                Directors" were to a reference to "one Director".

5.12    Certain Partly Owned Subsidiaries

        In the case of partly owned Subsidiaries of the Company whose boards
        include directors appointed by third parties, each Shareholder shall be
        entitled to appoint or require the appointment of, half the total number
        of directors which the shareholder of that Subsidiary (being a member of
        the HGC Group) is entitled to appoint to the board of directors of such
        Subsidiary ("TOTAL NUMBER"), provided that where the Total Number is an
        odd number, Party A and Party B shall mutually decide on the remaining
        director. If the Shareholders agree, they may appoint a lesser number of
        directors than the Total Number to the board of directors of such
        Subsidiary, provided that the number of directors appointed by each
        Shareholder shall be equal. The Shareholders shall procure that no
        resolution shall be passed by the board of directors unless it is
        approved by all the directors appointed by each Shareholder, each acting
        in accordance with the instructions of the Board or the board of
        directors of HGC. The Shareholders shall take any actions within their
        power to procure that the decisions of the Board and of the board of
        directors of HGC relating to such Subsidiary are implemented.

6.      SHAREHOLDERS' MEETINGS

6.1     Convening Meetings

        Meetings of the Shareholders shall be convened at such times and in such
        manner as specified in the Articles and as required by law. The quorum
        for a meeting of the Shareholders shall be Party A and Party B being
        present in person or by proxy or attorney. If there is no quorum present
        within one hour of the time scheduled for the commencement of such
        meeting, then such meeting shall be adjourned to a date seven (7) days
        after the appointed date for such meeting and at the same time and
        place.

6.2     Requisite Majority

        The Shareholders shall determine all matters by way of simple majority
        unless otherwise provided for herein or required by any law or
        regulation applicable to the Company, in which case the matter shall be
        determined in the manner so provided for or required by such applicable
        law or regulation; provided, that all actions by Shareholders shall
        require the affirmative vote of Party A and Party B. The chairman of the
        meeting shall not have a second or casting vote. A resolution in writing
        signed by the authorised representative(s) of all Shareholders or by
        signed facsimile of their signatures shall be valid and effective for
        all purposes as if passed at a duly convened meeting of the
        Shareholders. Any such resolution may consist of one or several
        documents in like form, each signed or authenticated for and on behalf
        of one or more of the Shareholders.



                                      19.
<PAGE>

7.      DEADLOCK

7.1     Definition

        A "DEADLOCK" is deemed to have arisen where:

        (a)     (i)     a matter relating to the affairs of the Company and/or
                        its Subsidiaries has been considered by a meeting of the
                        Board or of the Shareholders (or the board of the
                        Company's Subsidiaries, as the case may be); and

                (ii)    no resolution has been carried at such meeting of the
                        Board or the Shareholders (or the board of the Company's
                        Subsidiaries, as the case may be) in relation to the
                        matter by reason of an equality of votes for and against
                        any proposal for dealing with it; and

                (iii)   such matter is not resolved at such meeting; and

        (b)     such matter remains not resolved at the next meeting of the
                Board or the Shareholders (or the board of the Company's
                Subsidiaries, as the case may be).

7.2     Escalation Procedures

        When a deadlock is deemed to have arisen, the Company shall (and if the
        Company fails to do so, either Party A or Party B may do so) provide
        written notice thereof to the Third Level Executives, the Second Level
        Executives and the First Level Executives (the date such notice is
        delivered, the "START DATE"). The matter shall be referred in the first
        instance to the Managing Director of Party A and the Chief Executive
        Officer of Party B ("THIRD LEVEL EXECUTIVES") for their consideration,
        discussion and mutual decision. If there is no written agreement on such
        matter within 14 days from the Start Date, the matter shall be referred
        to the Group Managing Director of Principal Party A and the Chief
        Executive Officer of Principal Party B ("SECOND LEVEL EXECUTIVES") for
        their consideration, discussion and mutual decision. If they cannot
        reach a written agreement within 28 days from the Start Date, the matter
        will be referred to the respective chairmen of the Principal Parties
        ("FIRST LEVEL EXECUTIVES"). If, following this process, there is no
        written agreement between the First Level Executives within 45 days from
        the Start Date, the matter shall be referred to arbitration and the
        provisions of Schedule 5 shall apply. Any agreement between the Third
        Level Executives, Second Level Executives or First Level Executives
        shall be recorded in writing and notified to the Shareholders and the
        Company and shall thereupon bind the parties.

8.      ACCOUNTS AND INFORMATION TO SHAREHOLDERS

8.1     Accounting Records

        Each member of the HGC Group shall maintain accurate and complete
        accounting records and shall keep its accounts in accordance with
        generally accepted accounting principles in Hong Kong and such accounts
        shall be audited annually. In addition, each member of the HGC Group
        shall prepare quarterly financial statements in




                                      20.
<PAGE>

        accordance with generally accepted accounting principles in Hong Kong,
        reconciled in each instance to United States generally accepted
        accounting principles ("U.S. GAAP") at the cost of the Company.

8.2     Financial Year

        The financial year of each member of the HGC Group shall end on 31st
        December in each year or on such other date as may be determined by the
        Board.

8.3     Auditors

        The auditors of each member of the HGC Group shall be a major
        international firm to be determined by the Board, but shall not be
        either Arthur Andersen LLP or PricewaterhouseCoopers LLP.

8.4     Shareholder Inspection

        Each of the Shareholders and its authorised representatives shall have
        the right, by prior appointment made on reasonable notice, during normal
        office hours, to inspect the books, accounting records and any document
        of any member of the HGC Group at its own expense.

8.5     Management and Audited Accounts

        The Company shall and will procure that each member of the HGC Group
        periodically prepares and submits to each of the Directors and the
        Shareholders:

        (a)     on a calendar monthly basis (and no later than 21 days after the
                end of the relevant month) management accounts for such month
                (and for the relevant financial year to date) containing:

                (i)     both on a consolidated basis and for each member of the
                        HGC Group individually, a detailed profit and loss
                        account and cashflow statement for the relevant period
                        and a balance sheet drawn up as at the end of such
                        period; and

                (ii)    a comparison with the position at the relevant point,
                        and in respect of the relevant period, in the previous
                        financial year; and

        (b)     on an annual basis (and no later than 3 months after the end of
                the financial year end) audited accounts for such financial year
                containing both on a consolidated basis and for each member of
                the HGC Group individually, a detailed profit and loss account
                and cashflow statement for the financial year and a balance
                sheet drawn up as at the end of such financial year; and

        (c)     such further information in relation to the HGC Group (and in
                such form) as any Shareholder may reasonably require from time
                to time.

8.6     Non-Operating Companies

        The Board will, in consultation with the auditors of the Company,
        determine whether (a) management accounts shall be prepared for the
        non-operating companies of the HGC Group and (b) auditors need be
        appointed for such non operating companies, and, in making such
        determination, the Board shall consider whether such audits are



                                      21.
<PAGE>

        necessary in order to prepare the U.S. GAAP financial reconciliations
        referred to in Section 8.1.

8.7     Minutes

        The Company shall send to the Shareholders copies of minutes of all
        meetings of the Board and the Shareholders as soon as they have been
        finalised.

9.      BUSINESS PLAN; OPERATING BUDGET

9.1     Business Plan

        The Shareholders agree to procure that the Existing BP shall be amended
        to reflect the transactions effected pursuant to the ESD Transfer
        Agreement and the Data Center Business Transfer Agreement respectively,
        and thereafter should regularly be revised and up-dated on a "rolling 5
        year annual basis" in accordance with the following provisions of this
        Clause 9.

9.2     Annual Plans

        The Company shall arrange and procure that, no later than 45 days before
        each financial year end, the Chief Financial Officer of the Company
        shall prepare and submit to each of the Directors and the Shareholders
        an updated 5 year business plan (for the financial year immediately
        following such financial year end and the next 4 financial years)
        incorporating (at least):

        (a)     a description of the HGC Group's intended activities over this 5
                year period together with financial projections for the same
                period; and

        (b)     the operating budgets (including, without limitation, estimated
                revenues and expenditures) for the first financial year of this
                period (the "OPERATING BUDGET") in substantially the same format
                as the operating budgets included in the Existing BP.

9.3     Shareholder Approval

        Following submission to the Directors and the Shareholders of each
        business plan referred to in Clause 9.2, each of the Directors and the
        Shareholders shall have the opportunity to comment on such business plan
        and the Board shall consider such comments and, if considered
        appropriate, make such alterations to such business plan as seem
        appropriate with a view to the preparation of a definitive business plan
        for the relevant financial years capable of approval by the Shareholders
        as required in accordance with Clause 9.4. Following any such
        alterations, the revised business plan for the relevant financial years
        shall be re-circulated, as soon as practicable, to the same parties.

9.4     Reasonable Endeavours to Agree

        Once the business plan is approved by the Shareholders it shall become
        the "Business Plan" for the purposes of this Agreement. Each of the
        Shareholders will use its respective reasonable endeavours to agree the
        Business Plan on or before the date which is 20 days before the
        financial year end.



                                      22.
<PAGE>

9.5     Expenditure and Failure by Board to Approve

        No expenditure shall be incurred by or on behalf of the HGC Group which
        is not contemplated, either specifically or generally, by the Operating
        Budget then in effect. If the Board does not approve the proposed
        Business Plan (including the Operating Budget) for any financial year,
        then the Operating Budget to be used by the HGC Group in connection with
        the management of the HGC Group for such financial year shall be the
        Operating Budget for the immediately preceding financial year (a
        "ROLL-OVER BUDGET"), except that the aggregate expenses of the HGC Group
        for the preceding financial year shall be increased by 7.5%, provided,
        however:

        (a)     the budget may include funding for any emergency expenditures
                necessary during the current year that were not included in the
                Operating Budget for the preceding financial year; and

        (b)     the budget may include funding for any pre-existing commitment
                of the HGC Group which has received any required approvals under
                this Agreement.

        At least 10 Business Days prior to the beginning of each quarter of any
        financial year covered by a Roll-Over Budget, the Chief Financial
        Officer of the Company will prepare and present a proposed operating
        budget with respect to the remainder of such financial year which, upon
        Board approval thereof in accordance with Clause 5, shall be used by the
        HGC Group as the Operating Budget for such period.

10.     EMPLOYMENT POLICIES

        Key Staff

        (a)     Subject to the provisions of this Clause 10, the Board shall
                consult each of the Shareholders regarding the appointment of
                key senior management staff of HGC PROVIDED always that whether
                or not to appoint such person and if so the terms thereof shall
                be determined by the Board at its absolute discretion.

        (b)     The initial Chief Executive Officer of the Company and its
                Subsidiaries shall be Peter Wong. The Chief Executive Officer of
                the Company and its Subsidiaries from time to time will be
                nominated by Party A, with appointment subject to the Board's
                approval.

        (c)     The Chief Financial Officer of the Company and its Subsidiaries
                from time to time shall be nominated by Party B, with
                appointment subject to the Board's approval.

        (d)     The Sales and Marketing Director shall from time to time be
                nominated by Party B, with appointment subject to the Board's
                approval.

        (e)     The Internet Director of the Company and its Subsidiaries from
                time to time will be nominated by Party A, with appointment
                subject to the Board's approval.

        (f)     The Chief Operating Officer of the Company and its Subsidiaries
                shall initially be Peter Yip. Any successor Chief Operating
                Officer from time to



                                      23.
<PAGE>

                time shall be nominated by Party A, with appointment subject to
                the Board's approval.

        (g)    The Director of International Engineering of the Company and its
               Subsidiaries from time to time shall be nominated by Party B from
               time to time, with appointment subject to the Board's approval.
               The said Director will report to the Chief Operating Officer.

11.     TRANSFER OF SHARES AND SHAREHOLDERS' LOAN

11.1    General Restriction

        Subject to Clause 11.2, no Shareholder shall, except with the prior
        written consent of the other Shareholder, sell, assign or otherwise
        dispose of, create or permit to subsist any pledge, lien or charge over,
        or grant any option or other rights or any interest in all or any of the
        Shares held by it or all or part of the Shareholders' Loan made by it.

11.2    Legal and Beneficial Ownership

        Principal Party A covenants that it shall continue to own legally and
        beneficially, directly or indirectly, 100% of the Shares owned by Party
        A. Principal Party B covenants that it shall continue to own legally and
        beneficially, directly or indirectly, more than 50% of the Shares owned
        by Party B except that Principal Party B may reduce its direct and
        indirect ownership in Party B (and consequently, its indirect ownership
        in the Shares owned by Party B) provided that if it ceases to legally
        and beneficially hold directly and indirectly at least 35% of the
        outstanding voting stock of Party B (a "TRIGGERING EVENT"):

        (a)     the restrictions on the Shareholders under Clause 11.1 and on
                the Principal Parties under this Clause 11.2 shall no longer
                apply upon and from the date being 90 days from the date of the
                occurrence of the Triggering Event (or, if earlier, the date
                referred to in paragraph (c) below);

        (b)     this Agreement shall terminate automatically upon the date being
                180 days from the date of the Triggering Event and all
                obligations of the parties hereto under this Agreement shall
                terminate, without prejudice to accrued liabilities; and

        (c)     Principal Party B shall have the right, upon written notice to
                Principal Party A, to immediately terminate this Agreement
                effective on the date Principal Party A receives such notice and
                upon such termination, all obligations of the parties hereto
                under this Agreement shall terminate, without prejudice to
                accrued liabilities.

11.3    Transfer to Wholly Owned Subsidiaries

        (a)     Notwithstanding anything herein to the contrary, Party A may
                transfer all (but not less than all) of its Shares and
                Shareholders' Loan to any company which is a direct or indirect
                wholly owned Subsidiary of Principal Party A, without the
                consent of Party B provided that written notice is given to
                Principal Party B. Principal Party A further agrees that, in the
                event that Party A transfers



                                      24.
<PAGE>

                Shares and Shareholders' Loan to a direct or indirect wholly
                owned Subsidiary of Principal Party A, it will procure that such
                transferee (a) is and will remain its direct or indirect wholly
                owned Subsidiary and without limiting the foregoing, if for any
                reason it ceases to be so, shall procure the re-transfer of the
                Shares and Shareholders' Loan to itself or the transfer of the
                Shares or Shareholders' Loan to another direct or indirect
                wholly owned Subsidiary of it, and (b) (as a condition of any
                such transferee becoming a Shareholder) agrees to the adherence
                to this Agreement by executing and delivering to the other
                Shareholder a deed of adherence substantially in the form set
                out in Schedule 4. In the event of any such transfer, Principal
                Party A shall remain liable for all obligations of the
                transferee under this Agreement.

        (b)     Notwithstanding anything herein to the contrary, Party B may
                transfer all (but not less than all) of its Shares and
                Shareholders' Loans to any company which is a direct or indirect
                wholly owned Subsidiary of either (i) Principal Party B or (ii)
                Party B without the consent of Party A provided that written
                notice is given to Principal Party A; and provided that in the
                case of a transfer pursuant to clause (ii) above, Party B
                obtains the prior consent of Principal Party B to such transfer.
                Principal Party B further agrees that, in the event that Party B
                transfers Shares and Shareholders' Loans to a direct or indirect
                wholly owned Subsidiary of Principal Party B, it will procure
                that such transferee (a) is and will remain its direct or
                indirect wholly owned Subsidiary and without limiting the
                foregoing, if for any reason it ceases to be so, shall procure
                the re-transfer of the Shares and Shareholders' Loans to itself
                or the transfer of the Shares or Shareholders' Loans to another
                direct or indirect wholly owned Subsidiary of it, and (b) (as a
                condition of any such transferee becoming a Shareholder) agrees
                to the adherence to this Agreement by executing and delivering
                to the other Shareholder a deed of adherence substantially in
                the form set out in Schedule 4. In the event of any such
                transfer, Principal Party B shall remain liable for all
                obligations of the transferee under this Agreement.

                Party B further agrees that, in the event that Party B transfers
                Shares and Shareholders' Loans to a direct or indirect wholly
                owned Subsidiary of Party B, it will procure that such
                transferee (a) is and will remain its direct or indirect wholly
                owned Subsidiary and without limiting the foregoing, if for any
                reason it ceases to be so, shall procure the re-transfer of the
                Shares and Shareholders' Loans to itself or the transfer of the
                Shares or Shareholders' Loans to another direct or indirect
                wholly owned Subsidiary of it, and (b) (as a condition of any
                such transferee becoming a Shareholder) agrees to the adherence
                to this Agreement by executing and delivering to the other
                Shareholder a deed of adherence substantially in the form set
                out in Schedule 4. In the event of any such transfer, Principal
                Party B shall remain liable for all obligations of the
                transferee under this Agreement.

12.     GUARANTEES

12.1    Guarantee of Relevant Shareholder

        Each of the Principal Parties, in consideration of the other Shareholder
        other than its Relevant Shareholder (the "OTHER SHAREHOLDER") and the
        other Principal Party entering into this Agreement, hereby guarantees,
        unconditionally and irrevocably as



                                      25.
<PAGE>

        primary obligor, the due observance and performance by its Relevant
        Shareholder of all its agreements, obligations, commitments and
        undertakings contained in this Agreement (the "GUARANTEED OBLIGATIONS").

12.2    Continuing Guarantee etc.

        The guarantee and indemnity provided by each of the Principal Parties in
        this Clause 12 shall be a continuing guarantee and indemnity and shall
        cover all Guaranteed Obligations of its Relevant Shareholder
        notwithstanding the liquidation, incapacity or any change in the
        constitution or direct or indirect shareholding of its Relevant
        Shareholder or any settlement of account or variation or modification of
        this Agreement or any indulgence or waiver given by any party hereto or
        other matter whatsoever until the last claim whatsoever by the Other
        Shareholder against its Relevant Shareholder has been satisfied in full.

12.3    Invalidity

        Should any Guaranteed Obligation of the Relevant Shareholder, which if
        valid or enforceable would be the subject of the guarantee and indemnity
        in this Clause 12, be or become wholly or in part invalid or
        unenforceable against the Relevant Shareholder by reason of any defect
        in or insufficiency or want of powers of the Relevant Shareholder or
        irregular or improper purported exercise thereof or breach or want of
        authority by any person purporting to act on behalf of the Relevant
        Shareholder or because any of the rights have become barred by reason of
        any legal limitation, disability, incapacity or any other fact or
        circumstance whether or not always known to the Other Shareholder,
        Principal Party A or Principal Party B (as the case may be) shall
        nevertheless be liable to each Other Shareholder notwithstanding the
        avoidance or invalidity of any term or condition of this Agreement or of
        any Relevant Agreements whatsoever including, without limitation,
        avoidance under any enactment relating to liquidation) in respect of
        that Guaranteed Obligation as if the same were wholly valid and
        enforceable.

12.4    Enforcement

        The guarantee and indemnity provided by each of the Principal Parties in
        this Clause 12 may be enforced against it by the Company or any Other
        Shareholder at any time without first instituting legal proceedings
        against its Relevant Shareholder in the first instance or joining in its
        Relevant Shareholder or the Other Shareholder or the other Principal
        Party as a party in the same proceedings against it.

12.5    Deed of Adherence

        Prior to a Shareholder disposing of any or all of its direct and
        indirect interest in the Shares under this Agreement, such Shareholder
        shall procure that the acquiror of such Shares (as a condition to any
        such acquiror becoming a Shareholder) agrees to the adherence to this
        Agreement by executing and delivering to the other Shareholder a deed of
        adherence substantially in the form set out in Schedule 4 (the "DEED OF
        ADHERENCE"). For avoidance of doubt, the guarantee under Clause 12.1 of
        the Principal Party whose Relevant Shareholder disposes of Shares under
        this Agreement remains in full force and effect notwithstanding such
        disposal and supports all agreements, obligations, commitments and
        undertakings of the acquiror of such Shares contained in this Agreement.



                                      26.
<PAGE>

12.6    Acknowledgement

        The parties acknowledge Principal Party B's desire to be released from
        the guarantee set out in Clause 12.1 above and shall work towards a
        resolution of such issues as soon as reasonably practicable after the
        date hereof. Principal Party A shall not unreasonably withhold or delay
        its consent to the release of Principal Party B from its obligations
        under clause 12.1, on terms to be mutually agreed.

13.     CONFIDENTIALITY

        Each Shareholder and Principal Party shall, and shall exercise all of
        its powers so as to procure that its Subsidiaries and the Company shall,
        keep secret all trade secrets, know-how and other confidential
        information of the Company and of the other Shareholder and its
        Principal Party and the terms and conditions of this Agreement and shall
        not use or disclose any such confidential information except as
        authorised in writing by the owner. This obligation shall survive
        termination of this Agreement but shall not apply to any information
        after it has come into the public domain other than through a breach
        under this Agreement or to any disclosure to a party's professional
        advisors or if is required by any applicable laws or rules or
        regulations of any stock exchange or regulatory body, by order of a
        court of competent jurisdiction or in order to enforce the Shareholders'
        rights under this Agreement.

14.     NON COMPETITION AND OTHER OBLIGATIONS

14.1    Non Solicitation of Employees

        Each of the Shareholders and Principal Parties covenant with the others
        that it shall not and shall procure that none of its Subsidiaries shall,
        either on its own account or jointly with, on behalf of, or for any
        person, whether as principal, agent, partner, shareholder, director,
        consultant, employee or otherwise, and whether directly or indirectly,
        at any time during the Relevant Period solicit or entice away, or
        endeavour to solicit or entice away, from any member of the HGC Group,
        any employee, consultant or officer employed or engaged by any member of
        the HGC Group in Hong Kong or the PRC within 12 months prior to the act
        of solicitation whether or not such person would commit any breach of
        contract by reason of leaving the service of that member of the HGC
        Group; provided, however, nothing shall prohibit general solicitations
        not focused on the HGC Group.

        The parties acknowledge that as a consequence of the Spin-offs employees
        of the HGC Group have been transferred to Hutchison GlobalCenter Limited
        and ESD Services Limited, in accordance with the terms of the Data
        Center Business Transfer Agreement and the ESD Transfer Agreement, and
        that such transfers shall not be treated as breaching this Clause 14.1
        or Clause 15.1 of the Original Shareholders' Agreement.

14.2    Non-Compete

        Save as otherwise agreed among the Shareholders or as otherwise provided
        herein, during the term of this Agreement, each of the Shareholders and
        Principal Parties



                                      27.
<PAGE>

        shall not, and shall procure that their respective Subsidiaries shall
        not, and Party A and Party B shall procure that Hazelwood Green Limited
        and its Subsidiaries and ESD Investments One Limited and its
        Subsidiaries (so long as Hazelwood Green Limited or ESD Investments One
        Limited (as appropriate) remain to be more than 50% owned by Party A and
        Party B, directly or indirectly) shall not, and Principal Party A shall,
        for so long as CK is the beneficial owner of at least 40% of the voting
        shares of Principal Party A, use its reasonable commercial endeavours to
        cause CK and its Subsidiaries not to engage in any Business or form,
        enter into an agreement or other arrangement with any third party for an
        investment in, or otherwise make any investment in, any entity engaged
        in or intending to engage in any Business (each, a "COMPETING ENTITY"):

        (a)     with respect to PRC Fixed Services, the PRC;

        (b)     with respect to Internet Access and Transport Services, Hong
                Kong and/or the PRC; and

        (c)     with respect to HK Fixed Services Hong Kong only;

        in any case, other than through the HGC Group.

14.3    Exceptions to Non-Compete

        Nothing in Clauses 14.1 or 14.2 or any other provision of this Agreement
shall:

        (a)     prohibit any Shareholder or its Subsidiaries or Principal Party
                or its Subsidiaries (each a "RESTRICTED PERSON") from investing
                in any Competing Entity so long as (a) the consolidated revenues
                of such Competing Entity from any service or activity within the
                scope of the Business do not exceed 15% of the total
                consolidated revenues of such Competing Entity at the date of
                such investment and (b) such Competing Entity shall not use the
                name "Hutchison" and/or "Whampoa" or "Global Crossing" as part
                of its name; provided, however, in a case where the service or
                activity within the scope of the Business is conducted by an
                entity which has no significant operations or operating history
                and, within two years from the date of such investment, the
                consolidated revenues of the Competing Entity from such service
                and/or activity exceeds 20% of the total consolidated revenues
                of such Competing Entity, such Restricted Person shall provide
                the Company an option to acquire its investment in such
                Competing Entity (subject to any necessary third party consents
                provided that such party shall use commercially reasonable
                efforts to avoid the requirement for, and obtain, if applicable,
                the necessary consents) in cash at the fair market value thereof
                but subject to the proviso contained in this Clause 14.3(a), the
                said Restricted Person may maintain such investment
                notwithstanding such revenues in the future exceed 15% of the
                total consolidated revenues of such Competing Entity.

        (b)     prohibit a Restricted Person from being or becoming the owner
                for investment purposes of the shares or other securities of any
                corporation which carries on any Business PROVIDED that (i) such
                investment has been notified to the Board in writing prior to
                the investment; (ii) the corporation does not use as part of its
                corporate or business name the name "Global Crossing",
                "Hutchison" and/or "Whampoa" and (iii) such investment does not
                exceed 10% of the outstanding voting stock of such corporation;



                                      28.
<PAGE>

        (c)     prohibit any Restricted Person from carrying on a PRC Business
                in accordance with Clause 4.4;

        (d)     prohibit any Restricted Person from engaging in (or entering
                into investments that are engaging in) any service or activity
                within the scope of the Business to the extent such service,
                activity or investment was considered by the Board and was
                rejected by the Board; provided that (i) such Restricted Person
                or its relevant proposing Principal Party notifies the Board in
                writing of its intent to engage in such service or activity or
                make such investment at least 30 days prior to committing to
                undertake such service or activity or make such investment and
                (ii) such service or activity or investment shall not use the
                name "Hutchison" and/or Whampoa or "Global Crossing"; and
                provided, further, if the reason the Board rejected such
                service, activity or investment was due to capital requirements
                and the Restricted Person pursues such opportunity, the Company
                shall have an option, for a period of one year from the date of
                the notice referred to above to acquire such opportunity from
                the Restricted Person for cash in an amount equal to the
                Restricted Person's total investment cost plus interest thereon
                at a rate per annum equal to the Restricted Person's cost of
                capital;

        (e)     prohibit any member of the A Group from carrying on the
                activities set forth in Schedule 2;

        (f)     require Principal Party A to cause CK or its Subsidiaries to
                refrain from engaging in any activity which a member of the A
                Group could undertake under sub-clauses (a) through to (e)
                above;

        (g)     prohibit any Restricted Person within the B Group from
                developing, constructing, owning, operating, maintaining and/or
                using cable landing stations (for the avoidance of doubt, the B
                Group shall be permitted to develop, construct, own, operate,
                maintain and land submarine cable systems, and terrestrial
                systems outside Hong Kong and the PRC and sell capacity and
                services thereon, subject to the proviso contained in paragraph
                (h) of Clause 14.3); or

        (h)     prohibit any Restricted Person within the B Group from
                developing, constructing, operating, maintaining, owning,
                leasing or otherwise providing backhaul facilities in Hong Kong
                and the PRC to connect cable stations owned and operated by any
                member of the B Group in Hong Kong and the PRC with related
                Point-of-Presence in Hong Kong and the PRC (together with
                Capacity and services on their submersible cable systems and
                their terrestrial cable systems outside Hong Kong and the PRC);
                provided, however that no member of the B Group shall supply
                capacity or services on such backhaul facilities, or utilise
                such Points-of-Presence for provision of such capacity or
                services to persons other than:

                (i)     Carriers in Hong Kong and/or the PRC in connection with
                        the use of the B Group's network or cable landing
                        station(s);

                (ii)    persons located outside Hong Kong requiring
                        international connectivity provided that the agreements
                        in relation to such connectivity were initiated outside
                        Hong Kong and the PRC and provided further that no
                        member of the B Group shall engage in marketing in Hong
                        Kong or the PRC to any person other than a



                                      29.
<PAGE>

                        Carrier;provided further that each member of the B Group
                        shall use the HGC Group for all Capacity in Hong Kong
                        subject to the terms set out in Clause 14.8. For
                        avoidance of doubt, nothing in this paragraph (h) shall
                        allow any member of the B Group to develop, construct,
                        own, lease, or use any terrestrial link between Hong
                        Kong and the PRC or any terrestrial links between
                        Points-of-Presence in Hong Kong or the PRC (other than
                        terrestrial links connecting its cable stations in Hong
                        Kong with a Point-of-Presence in Hong Kong or connecting
                        its cable stations in the PRC with a Point-of-Presence
                        in the PRC) (as the case may be), other than on the HGC
                        network or otherwise in accordance with Clause 14.8; and

                for the avoidance of doubt nothing in Clause 14.2 shall prohibit
                Party A or Party B from investing in Hazelwood Green Limited and
                ESD Investments One Limited and their respective Subsidiaries.

14.4    Definition of Carrier

        For the purposes of Clause 14.3(h) above,

        (a)     "CARRIER" means:

                (i)     in relation to services provided in Hong Kong, a person
                        in Hong Kong who is authorised to undertake the full
                        range of HK Fixed Services in Hong Kong;

                (ii)    in relation to services provided in the PRC, a person in
                        the PRC who is authorised to undertake the full range of
                        PRC Fixed Services in the PRC.

                If the competitive environment in relation to the Business or
                the licensing regime for HK Fixed Services or PRC Fixed Services
                changes after the date hereof and as a result thereof the
                provisions of Clause 14.3(h), applying the definition of Carrier
                as defined above, no longer reflects the commercial
                understanding of the parties at the date hereof (which
                commercial understanding was arrived at having regard to the
                competitive environment and the licensing regime as at the date
                hereof), Principal Party B shall be permitted, by giving notice
                to Principal Party A, to request that the definition of
                "Carrier" be re-negotiated. The parties shall co-operate with
                each other in relation to such re-negotiation and shall
                undertake such re-negotiation in good faith.

        (b)     "POINT-OF-PRESENCE" or "POP" means a facility or equipment
                connecting the B Group's network with the network of a local
                fixed network in Hong Kong (other than a cable landing station).

14.4A   Overseas Sales by HGC Group

        No member of the HGC Group shall sell any services or facilities
        comprising the Business to any Person outside Hong Kong and the PRC
        provided that:

        (a)     the HGC Group shall be permitted to sell capacity or rights
                thereto acquired under the Network Agreement or any capacity
                agreement entered into



                                      30.
<PAGE>

                thereunder to Principal Party A or its Subsidiaries pursuant to
                and subject to the terms set out in Section 9(c) of the said
                Network Agreement; and

        (b)     the HGC Group shall be permitted to sell services or facilities
                to Persons located outside of Hong Kong and the PRC requiring
                international connectivity provided that: (i) the discussions,
                negotiations and offer of sale in relation to such connectivity
                were initiated with a Person located in Hong Kong or the PRC;
                (ii) the negotiations in respect of such sale were conducted in
                Hong Kong or the PRC, and (iii) the Person located outside Hong
                Kong or the PRC purchasing such services or facilities is
                affiliated with the Person located in Hong Kong or the PRC with
                whom the initial discussions and negotiations were entered into;
                and (iv) the Person located outside Hong Kong or the PRC is
                entering into the relevant agreement for such sale due to
                corporate approval, regulatory, tax or other similar
                circumstances and provided further that no member of the HGC
                Group shall engage in marketing outside Hong Kong and the PRC .

14.5    Without prejudice to Clauses 2.11 and 14.8, Principal Party B shall and
        shall procure that members of the B Group shall allow connection to
        their respective cable landing stations located in Hong Kong or to their
        respective POPs located in Hong Kong on reasonable commercial terms with
        network facilities and services owned, operated or provided by the HGC
        Group.

14.6    Compatibility with Global Crossing Network

        The parties agree to procure that HGC's network and services will be
        compatible with the Global Crossing Network in order to provide for
        seamless network management in accordance with international industry
        standards.

14.7    Restrictions Reasonable

        While the restrictions contained in this Clause 14 are considered by the
        parties hereto to be reasonable in all the circumstances, it is
        recognised that restrictions of the nature in question may fail for
        technical reasons unforeseen. It is hereby agreed and declared that if
        any such restrictions shall be adjudged to be void as going beyond what
        is reasonable in all the circumstances for the protection of the
        interests of the parties hereto, but would be valid if parts of the
        wording thereof were deleted or the period thereof were reduced, the
        said restrictions shall apply with such modifications as may be
        necessary to make it valid and effective.

14.8    Use of HGC Group

        Except as provided in this Clause 14:

        (a)     Principal Party A and Principal Party B respectively agree, and
                agree to cause members of the A Group and the B Group
                respectively, to use the HGC Group for all Capacity and service
                needs in the PRC and Hong Kong which fall within the Business
                and are being provided by the HGC Group; and

        (b)     Principal Party A agrees, for so long as CK is the beneficial
                owner of at least 40% of the voting shares of Principal Party A,
                to use its reasonable commercial endeavours to cause CK and its
                Subsidiaries to use the HGC Group for all Capacity and service
                needs in the PRC and Hong Kong which fall within the Business
                and are being provided by the HGC Group,



                                      31.
<PAGE>

        provided that the terms offered by the HGC Group are reasonably
        competitive as to price, availability, quality and other terms material
        to its competitiveness and subject to Clause 2.12.

        In the event that the terms offered by HGC Group are not competitive as
        aforesaid, then the relevant member of the A Group or the B Group (as
        the case may require) or CK or its Subsidiaries, as the case may be, may
        use a third party to provide the relevant Capacity and services in
        respect of which HGC Group was not so competitive and such use shall not
        infringe this Clause 14.

14.9    Revenues

        For purposes of Clause 14.3(a) above, revenues of a Competing Entity
        shall be determined on the basis of financial information for the most
        recent period of twelve months for which financial information is
        available.

15.     PROTECTION OF NAME

15.1    Principal Party A/Hutchison Name

        In the event that Principal Party A or any of its Subsidiaries ceases to
        hold any Shares, the Shareholders shall, at the request of Principal
        Party A and within a reasonable period of time of receipt thereof, take
        such steps as may be necessary to procure that the Company removes any
        reference to Principal Party A's name or to the name of "Hutchison" in
        the name or business description of any member of the HGC Group.

15.2    Principal Party B/Global Crossing Name

        In the event that Principal Party B or any of its Subsidiaries ceases to
        hold any Shares, the Shareholders shall, at the request of Principal
        Party B and within a reasonable period of time of receipt thereof, take
        such steps as may be necessary to procure that the Company removes any
        reference to Principal Party B's name or to the Global Crossing name in
        the name or business description of any member of the HGC Group.

16.     TERMINATION

16.1    Term

        Save as otherwise provided, this Agreement shall continue indefinitely.

16.2    Termination

        This Agreement, other than the provisions of Clause 14 shall terminate:

        (a)     with respect to a Shareholder when such Shareholder ceases to be
                a shareholder of the Company by reason of a transfer of Shares
                pursuant to Clause 11; and

        (b)     as contemplated by Clause 11.2;



                                      32.
<PAGE>

        and shall terminate upon the Company being wound up or otherwise
        dissolved.

16.3    Termination by Principal Party

        A Principal Party may without prejudice to its other rights at law,
        terminate this Agreement in the event of occurrence of any of the
        following:

        (a)     any order shall be made by a competent court or other
                appropriate governmental authority or any resolution shall be
                passed for bankruptcy liquidation, winding-up or dissolution or
                for the appointment of a trustee or similar official of the
                other Principal Party and/or its Relevant Shareholder, or of all
                or a substantial part of such other Principal Party's and/or its
                Relevant Shareholder's assets, and shall not have been dismissed
                or overturned for 60 days; or

        (b)     the other Principal Party and/or its Relevant Shareholder shall
                stop payment to creditors generally or make an arrangement with
                its creditors or shall be unable to pay its debts within the
                meaning of any applicable legislation relating to bankruptcy; or

        (c)     the occurrence of a Fundamental Breach by the other Principal
                Party and/or its Relevant Shareholder ("DEFAULTER") which
                breach, if capable of remedy, has not been remedied at the
                expiry of 30 days following written notice by a non-breaching
                Shareholder ("INNOCENT PARTY") having been served on the
                Defaulter if the said written notice states in reasonable detail
                the Fundamental Breach alleged and such Innocent Party's intent
                to exercise its rights under this Clause 16 as a result of such
                Fundamental Breach.

        In order to terminate this Agreement under the Clause 16.3(c), the
        Innocent Party must serve a further notice of termination ("TERMINATION
        NOTICE") on the Defaulter which notice may be served at any time after
        the expiration of the 30 day period referred to in Clause 16.3(c).
        Termination of this Agreement shall take effect at the time specified in
        the Termination Notice, provided that such time so specified shall not
        be less than 2 Business Days after the receipt by the Defaulter of the
        Termination Notice from the Innocent Party.

16.4    Reservation of Other Rights

        Each Party reserves all of its rights at law (including, without
        limitation, rights to claim damages) arising out of any breach of this
        Agreement by any other Party.

17.     MISCELLANEOUS

17.1    Assignment

        This Agreement shall be binding upon and shall enure to the benefit of
        the parties their successors and assigns, provided that this Agreement
        may not be assigned or transferred in whole or in part by any party
        without the consent of the other parties or otherwise as provided for
        herein.



                                      33.
<PAGE>

17.2    Implementation of Agreement

        Each Shareholder agrees that it will at all times:

        (a)     use all means reasonably available to it (including its voting
                power direct or indirect in relation to the Company) so as to
                ensure that the Company and any Director nominated by it (and
                any alternate of such Director) shall implement the provisions
                of this Agreement relating to the Company;

        (b)     cooperate in good faith and execute such documents and take such
                action as may be reasonably required to give full effect to the
                provisions and intent of this Agreement; and

        (c)     use its commercially reasonable endeavours to develop and expand
                the business of the Company in accordance with the Business
                Plan.

17.3    No Agency, Partnership or Third Party Beneficiaries

        Other than for United States federal tax purposes, nothing contained in
        or relating to this Agreement shall or shall be deemed to constitute a
        partnership or agency relationship between any of the parties. This
        Agreement does not provide, and is not intended to provide, third
        parties with any remedy, claim, liability, reimbursement, cause of
        action or any other right.

17.4    Severability

        If any term or provision of this Agreement shall be found to be invalid
        or unenforceable for any reason, the other terms or provisions shall not
        be affected and such invalid or unenforceable term shall be deemed to be
        deleted.

17.5    Counterparts and Amendments

        This Agreement may be executed in multiple counterparts, each of which
        when fully executed shall be deemed an original for all purposes. This
        Agreement shall not be amended except by written instrument signed by
        each of the Principal Parties (which amendment, when made, shall be
        binding on all of the parties to this Agreement from time to time).

17.6    Governing Law and Jurisdiction

        This Agreement shall be governed by and construed in accordance with the
        laws of England and (other than matters to be determined under Clause 7)
        each party hereby irrevocably submits to the non-exclusive jurisdiction
        of English courts in England.

17.7    Complete Agreement

        This Agreement shall come into effect on the Effective Date and
        constitutes the entire agreement between the parties hereto in respect
        of the matters referred to herein to the exclusion of all other
        agreements or arrangements, whether express or implied, and therefore
        supersedes any prior agreements including but not limited to the
        Original Shareholders' Agreement or arrangement between the parties
        hereto or any of them in respect of such matters referred to herein,
        provided that nothing in this Agreement shall affect the rights of the
        parties in relation to any antecedent breach of the Original
        Shareholders' Agreement before the date of this Agreement.



                                      34.
<PAGE>

18.     NOTICE

        Each demand, notice or communication given or made under this Agreement
        shall be in writing and shall be delivered or sent to the relevant party
        personally, by expedited courier, by certified or registered mail
        (airmail if overseas) with return receipt requested or by facsimile at
        the following address or facsimile number (or such other addresses or
        facsimile number as the addressee has by fourteen (14) days' prior
        notice specified to the other parties):

        Principal Party A:   Hutchison Whampoa Limited
                             22nd Floor, Hutchison House
                             10 Harcourt Road
                             Hong Kong

                             Facsimile No.: 852-2128-1778
                             Attention: The Company Secretary

        Party A:             Hutchison Telecommunications Limited
                             22nd Floor, Hutchison House
                             10 Harcourt Road
                             Hong Kong

                             Facsimile No.: 852-2128-1778
                             Attention: The Company Secretary

        Principal Party B:   Global Crossing Ltd.
                             Wessex House
                             45 Reid Street
                             Hamilton, HM12
                             Bermuda

                             Facsimile No.: 1-441-296-8606
                             Attention: General Counsel

                             With a copy to
                             360 N. Crescent Drive
                             Beverly Hills, CA 90210

                             Facsimile No.: 1-310-281-5820
                             Attention: General Counsel

        Party B:             Asia Global Crossing Ltd.
                             Wessex House
                             45 Reid Street
                             Hamilton, HM12
                             Bermuda

                             Facsimile No.: 1-441-296-8606
                             Attention: General Counsel

                             With a copy to
                             360 N. Crescent Drive



                                      35.
<PAGE>

                             Beverly Hills, CA 90210

                             Facsimile No.: 1-310-499-7504
                             Attention: General Counsel

        The Company:         Hutchison Global Crossing Holdings Limited
                             c/o Trident Trust Company (B.V.I.) Limited
                             P.O. Box 146
                             Road Town, Tortola
                             British Virgin Islands

                             With a copy to
                             22nd Floor, Hutchison House
                             10 Harcourt Road
                             Hong Kong

                             Facsimile No.: 852-2128-1778
                             Attention:   The Company Secretary

        Any notice so addressed shall be sufficiently served: (i) if delivered
        personally, at the time of delivery; (ii) if sent by expedited courier
        or by certified or registered mail with postage or transmission charges
        fully paid, on the fifth (5th) day following the date of posting or
        dispatch; (iii) if by facsimile, at the time of transmission to the
        correct facsimile number, provided that the sending party shall have
        obtained electronic or other confirmation of accurate and complete
        transmission.

19.     TAXES

19.1    Tax Matters

        (a)     The "tax matters partner" for purposes of section 6231(a)(7) of
                the Internal Revenue Code of 1986 of the United States, as
                amended (the "CODE") shall be Party B or its designated
                Affiliate (provided, however, that such Affiliate must be a
                Shareholder) (the "TAX MATTERS SHAREHOLDER"). The Tax Matters
                Shareholder shall have all of the rights, duties, powers and
                obligations provided for in sections 6221 through 6231 of the
                Code with respect to the Company.

        (b)     Tax Returns

                (i)     The Tax Matters Shareholder shall timely prepare, or
                        cause to be prepared, all tax returns for each member of
                        the HGC Group for all taxable years or periods, and in
                        all jurisdictions other than Hong Kong, that such tax
                        returns are required to be filed.

                (ii)    Any Shareholder may request in writing to review any and
                        all tax returns of the HGC Group, and all reasonable
                        comments proposed by such Shareholder shall be
                        incorporated into such tax returns by the party
                        controlling the preparation thereof.



                                      36.
<PAGE>

                (iii)   If a dispute arises with respect to the preparation of
                        any tax return, any Shareholder may request in writing
                        to submit such tax return to review by an outside
                        accounting firm mutually acceptable to all Shareholders
                        (the "ACCOUNTING FIRM"), and the determination made by
                        the Accounting Firm shall be binding on all members of
                        the HGC group and on all Shareholders. Such
                        determination shall be made no later than the 10th day
                        prior to the due date for filing such return.

                (iv)    All fees incurred by the Accounting Firm with respect to
                        any dispute referred to in subclause (iii) shall be paid
                        as follows:

                        (1)     If the Accounting Firm determines that the
                                position of the party requesting review of a
                                return according to the provisions of subclause
                                (iv) above (the "REQUESTING PARTY") is correct,
                                then the non-requesting party (the "OTHER
                                PARTY") shall pay all such fees;

                        (2)     If the Accounting Firm determines that the
                                position of the Other Party is correct, then the
                                Requesting Party shall pay all such fees; or

                        (3)     If the Accounting Firm determines that the
                                position of neither or both parties is correct,
                                the Requesting Party and the Other Party shall
                                each pay half of all such fees.

19.2    HGC Group Tax Elections

        (a)     The Tax Matters Shareholder shall, in its reasonable discretion,
                have the right to make, or cause each member of the HGC Group to
                make, all United States federal, state and local tax elections
                with respect to such member (including, without limitation, any
                election to be classified as a corporation for U.S. federal
                income tax purposes); provided that the Tax Matters Shareholder
                shall notify and consult with Principal Party A and Principal
                Party B prior to making any such elections; and provided
                further, however, that the elections described in subclause (b)
                below may be made in the sole discretion of the Tax Matters
                Shareholder, without notification of or consultation with
                Principal Party A and Principal Party B, and shall be subject to
                the provisions of subclause (b).

        (b)     At any time, each member of the HGC Group shall, if so requested
                by the Tax Matters Shareholder and subject to the provisions of
                Clause 4.11 of the Sale and Purchase Agreement, make an election
                to be classified as a partnership or a disregarded entity, as
                the case may be, for U.S. federal income tax purposes by filing
                an election on Internal Revenue Service Form 8832 (or any
                successor form), all of which elections shall be effective as of
                a date specified by the Tax Matters Shareholder.

        (c)     Except as set forth in subsections (a) and (b) of this Clause
                19.2, the Company shall make, or cause to be made, all other tax
                elections of each member of the HGC Group, subject to prior
                approval of the Board as set forth in Clause 5.9 hereof, and
                subject further to the deadlock provisions of Clause 7 hereof;
                provided however, that such Board approval and such deadlock
                procedures shall proceed in a manner so as to allow any election
                under this subclause to be timely made.



                                      37.
<PAGE>

19.3    Capital Accounts: Book Allocations

        (a)     As soon as reasonably practicable following the date of this
                Agreement, the Shareholders shall use reasonable commercial
                efforts to establish for each Shareholder on the books of the
                Company a capital account (each being a ("CAPITAL ACCOUNT"). The
                Capital Account of each Shareholder shall be increased by any
                allocation of income or gain and by any additional capital
                contributions by that Shareholder, and shall be reduced by any
                allocation of loss, expense or deduction and by any distribution
                to that Shareholder. Capital Accounts shall be appropriately
                adjusted to reflect transfers of part (but not all) of a
                Shareholder's Shares. Interest shall not be payable on Capital
                Account balances.

        (b)     Except as otherwise provided herein, all items of Company
                income, gain, loss, expense or deduction shall be allocated to
                the Capital Accounts of the Shareholders in proportion to their
                Share ownership. The foregoing provisions relating to the
                maintenance of Capital Accounts and allocations of Company
                income, gain, loss, expense or deduction are intended to comply
                with U.S. Treasury Regulations section 1.704-1(b) (including,
                without limitation, the "qualified income offset" provisions
                contained therein) and shall be interpreted and applied in a
                manner consistent with such U.S. Treasury Regulations.
                Additionally, the foregoing allocation provisions shall be
                interpreted and applied in a manner consistent with the "minimum
                gain chargeback" provisions set forth in U.S. Treasury
                Regulations section 1.704-2(f) and 1.704-2(i)(4).

19.4    Tax Allocations

        Except as otherwise required by the Code or U.S. Treasury Regulations
        (including without limitation section 704(b) and (c) of the Code and
        U.S. Treasury Regulations promulgated thereunder), all items of Company
        income, gain, loss, expense, deduction and any other items shall be
        allocated among the Shareholders for federal income tax purposes in the
        same proportions as they share the corresponding items pursuant to
        Section 19.3.

20.     AGENT FOR SERVICE

20.1    Principal Party B

        Principal Party B hereby irrevocably agrees that any Service Document
        may be sufficiently and effectively served on it in connection with
        Proceedings by service on its agent Clifford Chance Secretaries Limited
        at 200 Aldersgate Street, London EC1A 4JJ, England if no replacement
        agent has been appointed and notified to the other parties pursuant to
        Clause 20.4, or on the replacement agent if one has been appointed and
        notified to the other parties.

20.1A   Party B

        Party B hereby irrevocably agrees that any Service Document may be
        sufficiently and effectively served on it in connection with Proceedings
        by service on its agent Trusec Limited at 35 Basinghall Street, London
        EC2V 5DB, England, if no replacement



                                      38.
<PAGE>

        agent has been appointed and notified to the other parties pursuant to
        Clause 20.4, or on the replacement agent if one has been appointed and
        notified to the other parties.

20.2    Principal Party A

        Principal Party A hereby irrevocably agrees that any Service Document
        may be sufficiently and effectively served on it in connection with
        Proceedings by service on its agent Hutchison Whampoa Agents (UK)
        Limited at 9 Queen Street, Mayfair, London W1X 7PH, United Kingdom, if
        no replacement agent has been appointed and notified to the other
        parties pursuant to Clause 20.4, or on the replacement agent if one has
        been appointed and notified to the other parties.

20.2A   Party A

        Party A hereby irrevocably agrees that any Service Document may be
        sufficiently and effectively served on it in connection with Proceedings
        by service on its agent Hutchison Whampoa Agents (UK) Limited at 9 Queen
        Street, Mayfair, London W1X 7PH, United Kingdom, if no replacement agent
        has been appointed and notified to the other parties pursuant to Clause
        20.4, or on the replacement agent if one has been appointed and notified
        to the other parties.

20.2.B  The Company

        The Company hereby irrevocably agrees that any Service Document may be
        sufficiently and effectively served on it in connection with Proceedings
        by service on its agent Hutchison Whampoa Agents (UK) Limited at 9 Queen
        Street, Mayfair, London W1X 7PH, United Kingdom, if no replacement agent
        has been appointed and notified to the other parties pursuant to Clause
        20.4, or on the replacement agent if one has been appointed and notified
        to the other parties.

20.3    Service

        Any document addressed in accordance with Clause 20.1, 20.1A, 20.2,
        20.2A or 20.2B shall be deemed to have been duly served if:

        (a)     left at the specified address, when it is left; or

        (b)     sent by first class post, two Business Days after the date of
                posting.

20.4    Replacements

        If the agent referred to in Clause 20.1, 20.1A, 20.2, 20.2A or 20.2B (or
        any replacement agent appointed pursuant to this Clause) at any time
        ceases for any reason to act as such, the original appointer shall
        appoint a replacement agent to accept service having an address for
        service in London, England and shall notify the other parties of the
        name and address of the replacement agent.

20.5    Definitions

        In this Clause 20:

        (a)     "PROCEEDINGS" means any proceedings, suit or action arising out
                of or in connection with this Agreement; and



                                      39.
<PAGE>

        (b)    "SERVICE DOCUMENT" means a writ, summons, order, judgement or
               other process issued out of the courts of England in connection
               with any Proceedings.

21.     CONTRACTS (RIGHTS OF THIRD PARTIES)

        The parties do not intend that any term of this Agreement shall be
        enforceable solely by virtue of the Contracts (Rights of Third Parties)
        Act 1999 by any person who is not a party to this Agreement.

IN WITNESS whereof this Agreement has been executed on the day and year first
above written.



                                      40.
<PAGE>

                                   SCHEDULE 1A

                                A GROUP SERVICES

1.      Paging Services

2.      Mobile Services

3.      Call Centre Services



                                      41.
<PAGE>

                                   SCHEDULE 1B

                                B GROUP SERVICES

List of Global Crossing Products

Wholesale Capacity on Global Crossing Network
        -      Subsea & Terrestrial
        -      Dark Fiber, Wavelengths, STMs, Ds-3s, Els, etc.
        -      IRUs and leases

Services Across Global Crossing Network
        -      Subsea & Terrestrial
        -      Data Services (incl. ATM and Frame Relay)
        -      IP Services (incl. Transit/Transport, Internet Access and IP VPN)
        -      Voice (VOIP and Circuit Switched Minutes)
        -      IPLCs

Telehouse/MDC Services
        -      Collocation
        -      Hosting Operations and Data Center Services
        -      Peering Services



                                      42.
<PAGE>

                                   SCHEDULE 2

                             NON COMPETE EXCEPTIONS

The provision by Hutchison Telephone Company Limited or its Subsidiary or
Affiliate of Internet Access and Transport Services through wireless means to
subscribers to its mobile telecommunications services, but subject to the
provisions of Clause 14.8.



                                      43.
<PAGE>

                                   SCHEDULE 3

                                RESERVED MATTERS

1.      Any amendment to the Articles or the articles of association of any
        member of the HGC Group.

2.      The creation, allotment or issue of any Shares or of any shares in the
        capital of any member of the HGC Group or the grant or agreement to
        grant any option over Shares or any uncalled capital of the Company or
        shares or uncalled capital of any member of the HGC Group or the issue
        of any obligations convertible into Shares or shares of any member of
        the HGC Group.

3.      The redemption or purchase of any Shares or of any shares of any member
        of the HGC Group.

4.      Any change in the nature or scope of the Business or the commencement of
        any new business not being ancillary or incidental to such business
        and/or any modification to the Existing BP, the Business Plan or the
        Operating Budget.

5.      The giving of any guarantee, indemnity or other security to any person
        (including, without limitation, to any of the Principal Parties or any
        members of the A Group or the B Group) by the Company or any other
        member of the HGC Group or the borrowing by the Company or any other
        member of the HGC Group in excess of limits from time to time contained
        in the Business Plan or otherwise not in excess of HK$7,500,000 or any
        refinancing thereof or material amendments thereto.

6.      The acquisition or the disposal by the Company or any member of the HGC
        Group of:

        (a)     any shares or other interests in any company or other entity; or

        (b)     any business (or assets formerly used in the conduct of any
                business); or

        (c)     any assets, other than in the ordinary course of business.

7.      The approval pursuant to Clause 9 of the Business Plan.

8.      The amalgamation or merger of the Company or any other member of the HGC
        Group with any other company or legal entity.

9.      Any change in name of any member of the HGC Group.

10.     The declaration or payment of dividends.

11.     The commencement of the defence or conduct of litigation by any member
        of the HGC Group concerning a claim by a third party against any member
        of the HGC Group which is material to such member.

12.     Any changes to the accounting policies of any member of the HGC Group.

13.     The commencement of a winding-up (or similar proceedings) (or the sale
        of all or substantially all of the assets of any member of the HGC
        Group).



                                      44.
<PAGE>

14.     The purchase of any freehold property by, or the grant or assignment of
        any leasehold property to, any member of the HGC Group.

15.     The provision by HGC Group of backhaul services at other than market
        rates where not expressly permitted by this Agreement.

16.     The disposition of capacity on the HGC network for non-cash
        consideration.

17.     Any transaction or agreement between any member of the HGC Group, on the
        one hand, and Principal Party A or Principal Party B (or their
        respective affiliates), on the other hand, or any amendments to any such
        agreements.

18.     Capital expenditures in excess of HK$7,500,000, unless specifically
        contemplated by the Operating Budget.

19.     Execution or material amendment or termination of "material" contracts.

20.     Election, appointment or removal of senior management.

21.     Create, grant or issue or agree to create, grant or issue, any mortgage,
        charge or other lien on any of its assets (or any of its Shares).

22.     Enter into any individual contract or commitment which is outside the
        ordinary course of business or has a value in excess of HK$7,500,000 or
        has a duration of greater than 18 months.

23.     Disposition of any asset having a net book value in excess of
        HK$7,500,000.

24.     Changing the HGC Group's independent accountants.

25.     Subject to Clauses 19.1 and 19.2, changing any member of the HGC Group's
        residence for taxation purposes, making or changing any taxation
        election, changing any annual taxation accounting period or method of
        taxation accounting, filing any material amended taxation return,
        settling any material taxation claim or assessment, surrendering any
        right to claim a taxation refund or consenting to any extension or
        waiver of the limitation period applicable to any taxation claim
        assessment.

26.     The acquisition of, or investment in, any company.

27.     Any reorganisation, recapitalization or similar extraordinary corporate
        action or transaction involving any member of the HGC Group.

28.     Establishment of any new subsidiary.

For the purpose of this Schedule, a contract shall be "material" if (a) it
relates to a matter not within the ordinary course of business of the applicable
member of the HGC Group; (b) it has a value in excess of HK$7,500,000; (c) it
has a stated term (including automatic renewals and renewals which may be
exercised by the other party) in excess of 18 months (and, if any contract does
not have a stated term it shall be deemed to be "material" if it cannot be
terminated on less than six months' notice); or (d) such contract can be
terminated (or the substantive rights set forth therein can be modified) in the
event of change in the underlying ownership or control of the member of the HGC
Group which is a party to such contract.



                                      45.
<PAGE>

                                   SCHEDULE 4

                                DEED OF ADHERENCE

THIS DEED is dated -, - and is made by [-] of [-] (the "NEW SHAREHOLDER") in
favour of the following persons ("EXISTING PARTIES"):

(1)     [Include the name of each shareholder of Hutchison Global Crossing
        Holdings Limited other than the outgoing shareholder, as at the date of
        the Deed] a company incorporated in [-] and having its registered office
        at [-] ("EXISTING SHAREHOLDERS");

(2)     Hutchison Whampoa Limited, a company incorporated in Hong Kong and
        having its registered office at 22nd Floor, Hutchison House, 10 Harcourt
        Road, Hong Kong ("PRINCIPAL PARTY A");

(3)     Global Crossing Ltd., a company incorporated in Bermuda and having its
        registered office at Wessex House, 45 Reid Street, Hamilton, HM12,
        Bermuda ("PRINCIPAL PARTY B"); and

(4)     Hutchison Global Crossing Holdings Limited, a company incorporated in
        the British Virgin Islands and having its registered office at P.O. Box
        957 Offshore Incorporations Center, Road Town, Tortola, British Virgin
        Islands (the "COMPANY").

WHEREAS:

(A)     This Deed is supplemental to a Shareholders' Agreement, dated as of [-]
        (the "SHAREHOLDERS' AGREEMENT"), a copy of which is annexed hereto.

(B)     Principal Party [A][B] [complete as applicable] has given written notice
        to Principal Party [A][B] [complete as applicable] that the New
        Shareholder is becoming a member of the Company.

NOW THIS DEED WITNESSETH THAT:-

(1)     The New Shareholder hereby covenants and undertakes to the Existing
        Parties that it will at all times perform and observe the continuing
        provisions of the Shareholders' Agreement as if the New Shareholder were
        a party to the Shareholders' Agreement and were named therein as a
        Shareholder and Party [A][B] [complete as applicable] and on the basis
        that references therein to "Shareholder" include a reference to the New
        Shareholder and references to the "Principal Party" in respect of the
        New Shareholder were a reference to Principal [A][B] [insert Principal
        Party of the transferring party].

(2)     (A)     This Deed shall be governed by and construed in accordance with
                the laws of England.

        (B)     The New Shareholder hereby irrevocably accepts and submits to
                the non-exclusive jurisdiction of the courts of England but this
                Deed may be enforced in any court of competent jurisdiction.



                                      46.
<PAGE>

IN WITNESS WHEREOF, this Deed has been executed as a Deed the day and year
before first written.

SEALED with the Common Seal of              )
[Insert Name of the New Shareholder]        )
and SIGNED by                               )
in the presence of:-                        )




                                      47.
<PAGE>

                                   SCHEDULE 5

                               ARBITRATION/EXPERT

Unless otherwise stated, references herein to Clauses are to clauses of this
Schedule.

1.      General

1.1     If a deadlock arises between the Principal Parties in connection with or
        arising from this Agreement and the matter is referred to arbitration
        pursuant to Clause 7.2 of this Agreement (a "DISPUTE"), the Dispute
        shall be submitted to arbitration in accordance with Clause 2.

1.2     A party must not use information obtained in the course of any procedure
        established by this Schedule for any purpose other than to resolve the
        relevant dispute.

2.      Arbitration

2.1     (a)     Any referral of a Dispute to arbitration shall be made by
                notice, including a statement of the matters in the Dispute.

        (b)     The arbitration must be conducted in accordance with the London
                Court of International Arbitration Rules (the "RULES") in force
                at the time the arbitration is commenced . The Rules are deemed
                to be incorporated by reference into this Schedule.

        (c)     The arbitration shall take place in England and shall be
                conducted in English.

        (d)     Party A and Principal Party A on the one hand, and Party B and
                (if Principal Party B is a different entity to Party B)
                Principal Party B, on the other hand, shall each appoint one
                arbitrator to resolve any Dispute, whereupon the two arbitrators
                shall appoint a third arbitrator. If the arbitrators appointed
                by the parties are unable to agree upon the appointment of the
                third arbitrator within 14 days, then such arbitrator shall be
                appointed by the London Court of International Arbitration.

        (e)     In addition to the qualifications of the arbitrators
                contemplated by the Rules, the arbitrators should:

                (i)     have an understanding of the relevant aspects of the
                        telecommunications industry; and

                (ii)    not be an officer, director or employee of a
                        telecommunications company.

        (f)     The parties agree to expedite the arbitration to the extent
                possible.

        (g)     Unless determined to the contrary by the arbitrators, the
                parties will bear their own costs of the arbitration including
                the costs of any representatives and will each bear half the
                costs of the arbitration.

2.2     The Parties agree that the arbitrators may refer business or technical
        matters to experts for decision.



                                      48.
<PAGE>

SIGNED by Susan Chow                               )
for and on behalf of                               )
HUTCHISON TELECOMMUNICATIONS                       )  /s/ SUSAN CHOW
LIMITED                                            )
in the presence of:- Bernardine Yu                 )




SIGNED by Susan Chow                               )
for and on behalf of                               )
HUTCHISON WHAMPOA LIMITED                          )  /s/ SUSAN CHOW
in the presence of:- Bernardine Yu                 )




SIGNED by Charles F. Carroll                       )
for and on behalf of                               )
ASIA GLOBAL CROSSING LTD.                          )  /s/ CHARLES F. CARROLL
in the presence of:- Monique Weiss                 )
                                                   )




SIGNED by Dan Cohrs                                )
for and on behalf of                               )
GLOBAL CROSSING LTD.                               )  /s/ DAN COHRS
in the presence of:-                               )




SIGNED by Susan Chow                               )
for and on behalf of                               )
HUTCHISON GLOBAL CROSSING                          )  /s/ SUSAN CHOW
HOLDINGS LIMITED                                   )
in the presence of:- Bernardine Yu                 )



                                      49.