**EXHIBIT 4.19**

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10th November 2003 

Mr John William Crawford 3107 Alexandra House 16-20 Chater Road Central Hong Kong 

Dear Mr. Crawford, 

**Appointment as Non-Executive Director of SUNDAY Communications Limited (the "Company")**

Thank you for agreeing to take up a position as an independent non-executivedirector of the Company. This letter sets out the terms upon which the Companyproposes to appoint you: 

**1.****              Term and Compliance**

Yourappointment shall commence on 10th November 2003 (the **"Commencement Date"**) and,subject to the provisions of paragraph 4 below, shall continue provided thateither you or the Company may terminate the engagement by giving to the otherparty at least one calendar month's notice in writing thereof. 

During theperiod of your appointment (the **"Term"**) and during the performance of yourduties, you will ensure that you are aware of your legal obligations, and yourobligations under the Rules Governing the Listing of Securities on The StockExchange of Hong Kong Limited (the **"Listing Rules"** and the **"Stock Exchange"**,respectively) and other relevant regulations and requirements, as an independentnon-executive director of the Company. You will also notify the board ofdirectors of the Company (the **"Board"**) immediately upon the occurrence of, or ifyou become aware of, any matter which may affect your independence for thepurpose of the Listing Rules. 

2.             **Remuneration and Expenses**

The Companywill pay to you during the Term a fee of HK$200,000 per year, which shall bedeemed to accrue on a day to day basis, or such higher amount as the Board mayfrom time to time determine in its absolute discretion. This amount shall bepayable to you in two instalments of HK$100,000 in arrear during the Term on 30June and 31 December in each calendar year (or if such day is not a working day,on the working day falling immediately thereafter). If termination of yourappointment occurs on any day other than 30 June or 31 December, the amountpayable to you shall be pro-rated from the date of the last payment to the dateupon which termination is effective (the **"Termination Date"**). 

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|                                                                                                                                                                                                         | ** SUNDAY Communications Limited** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------|
| 13/F Warwick House, Taikoo    Place, 979 King's Road, Quarry Bay, Hong Kong          Telephone (852) 2113-8118       Fax (852)    2113-8119 |

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The Company shall also pay to yousuch additional fees or other remuneration as agreed between the Company and youin respect of any special services to be rendered by you as may from time totime be agreed. This amount shall be payable to you in such manner and at suchtime as may be agreed between you and the Company from time to time. 

In addition, the Company shall alsoreimburse you for all reasonable expenses properly incurred by you in connectionwith your office, provided that you give the Company all appropriate receiptsand vouchers. 

**3.            Confidentiality**
You must not at anytime, whether during the Term or at any time afterwards, use, take away,conceal, destroy or retain either for your own advantage or the advantage of anyother persons, except a member of the Company and its subsidiaries (the **"Group"**)or an associated company of the Group (being a company which controls 20% ormore of the voting shares of any member of the Group or of which 20% or more ofthe voting shares are controlled by any member of the Group), or to thedetriment of any member or associated company of the Group, or (save to theextent as is required by relevant law, the requirements of the Stock Exchange orother regulatory requirements, or as is authorised by the Board) divulge orcommunicate to or cause or enable any third party to become aware of or use any:
3.1           financial, business or trading information or other confidential or personalinformation which you may receive or obtain in relation to the business,finances, dealings or affairs of any member or associated company of the Group,including any information regarding the projects or other technical data or thefinances, contractual arrangements, employees or agents of any member orassociated company of the Group; 

3.2           trade secrets (including trade knowledge) and confidential know-how of orrelating to any member or associated company of the Group or any of itsbusinesses; or 

3.3            information imparted to you on the express basis that it is confidential(together with the above, collectively referred to as **"ConfidentialInformation"**). 

Confidential Information does notinclude any information or material which is in the public domain other than asa result of a breach by you of the terms of this letter. 
All documents, records,correspondence, price lists, accounts, statistics, equipment or other propertyforming part of or relating to (as the case may be) the Confidential Informationand the businesses or affairs of the Company or any other member or associatedcompany of the Group (as the case may be) kept in your possession or under yourcontrol and all copies thereof or extracts therefrom (in whatever form they maybe kept) made by yourself or on your behalf are and shall remain the property ofthe Company or such other member of the Group (as the case may be). 

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** SUNDAY Communications Limited**13/F Warwick House, Taikoo    Place, 979 King's Road, Quarry Bay, Hong Kong          Telephone (852) 2113-8118       Fax (852)    2113-8119

**4.             Termination**

Your appointment shall automaticallyimmediately terminate if you cease to be an independent non-executive directorof the Company. Termination shall not affect the continued application of theprovisions of paragraphs 3 and 5 and the then accrued rights and liabilities ofyou and the Company under this letter. 

You agree that you shall have noclaim against the Company for damages or otherwise by reason of termination ofyour appointment under this letter, other than for any remuneration and expensesdue to you under paragraph 2. 

You also agree that, if you have notalready ceased to be a director of the Company, you will duly resign in writingfrom such office forthwith upon Termination and, in the event of your failure soto do within seven days after the making of such request, the Company isirrevocably authorised to appoint any person in your name and on your behalf togive notice of such resignation and to do all other things requisite to giveeffect to such resignation. 

**5.             Indemnity**

The Company agrees to indemnify youand hold you harmless on demand from and against any and all losses, claims,damages, liabilities, and expenses, including without limitation, anyproceedings brought against you, arising from the performance of your duties inconnection with your appointment hereunder, so far as permitted by law and theArticles of Association of the Company, except in any case where the matter inrespect of which indemnification is sought pursuant to this paragraph was causedby your wilful default, wilful misconduct or wilful neglect. 

**6.             General**

This letter embodies all the termsand provisions of and relating to your appointment as an independentnon-executive director by the Company and supersedes all previous agreementsrelating to your appointment by the Company, if any. The terms of this lettermay only be varied in writing by you and the Company and none of the rights orduties of the Company or yourself hereunder may be assigned, transferred,sub-contracted or delegated. 

This letter is governed by andinterpreted in accordance with Hong Kong law, and the Company and you bothsubmit to the non-exclusive jurisdiction of the courts of Hong Kong in respectof all disputes and proceedings arising under this letter. 

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** SUNDAY Communications Limited**13/F Warwick House, Taikoo    Place, 979 King's Road, Quarry Bay, Hong Kong          Telephone (852) 2113-8118       Fax (852)    2113-8119

**7.             Acceptance**

We should be obliged if you would please confirm youracceptance of the above terms by signing and returning to us the duplicate copyof this letter provided for that purpose. 

For and on behalf of SUNDAY Communications Limited  

William Bruce HicksGroup Managing Director

 

I accept the appointment as anindependent non-executive director of the Company subject to the Articles ofAssociation of the Company and on and subject to the terms set out in the letterof which this is a copy.  

 
** SUNDAY Communications Limited**13/F Warwick House, Taikoo    Place, 979 King's Road, Quarry Bay, Hong Kong          Telephone (852) 2113-8118       Fax (852)    2113-8119