-----------------------------------------------
                               Dated 30 March 2000

                             OFFER TO ACQUIRE SHARES



                                       By
                          SATURN COMMUNICATIONS LIMITED
                                   ("Company")
                                       To
                          TELSTRA HOLDINGS PTY LIMITED
                                    ("THPL")














                            Mallesons Stephen Jaques
                                   Solicitors

                             Governor Phillip Tower
                                 1 Farrer Place
                                 Sydney NSW 2000
                           Telephone (61 2) 9296 2000
                              Fax (61 2) 9296 3999
                                  DX 113 Sydney
                                  Ref: RGP/JCK

<PAGE>

                             Offer to Acquire Shares

Date:               30 March 2000

Offer:              By
                    SATURN COMMUNICATIONS  LIMITED of 75 The Esplanade,  Petone,
                    New Zealand ("Company")
                    To
                    TELSTRA  HOLDINGS  PTY  LIMITED  (ACN  057  808  938) of 231
                    Elizabeth Street, Sydney NSW ("THPL")

Recitals:

               A.   TNZ is a wholly owned subsidiary of THPL.

               B.   The  Company  offers to acquire  the TNZ Shares from THPL in
                    consideration  for the  issue of the  Company  Shares on the
                    terms and  conditions of the Merger  Agreement  between THPL
                    and the  Company  dated on or about  the date of this  offer
                    ("Merger Agreement").

Operative provisions:

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

     1.1  Unless the contrary  intention  appears,  words in this offer have the
          meaning given to them in the Merger Agreement.

     1.2  In this offer, unless the contrary intention appears:

          (a)  a  reference  to this offer or another  instrument  includes  any
               variation or replacement of either of them;

          (b)  a reference to a clause or schedule is a reference to a clause of
               or schedule to this offer and  references  to this offer  include
               any recital or schedule;

          (c)  the singular includes the plural and vice versa.

     1.3  Headings  are  inserted  for   convenience   and  do  not  affect  the
          interpretation of this agreement.

2    Particulars of Offer
--------------------------------------------------------------------------------

     2.1  The Company offers to acquire the TNZ Shares in consideration  for the
          issue to THPL of the Company  Shares on the terms and  conditions  set
          out in the Merger Agreement.

3    Acceptance of Offer
--------------------------------------------------------------------------------

     3.1  This offer may only be accepted by THPL by signing this offer.

     3.2  The agreement  formed upon  acceptance of this offer shall be governed
          by the terms and conditions set out in the Merger Agreement.


EXECUTED as an offer
<PAGE>
<TABLE>
<CAPTION>
<S>                                                           <C>
SIGNED by                                          )
as authorised representative for TELSTRA           )
HOLDINGS PTY LIMITED (ACN 057 808 938)             )
in the presence of:                                )
                                                   )
/s/ David Waldie                                   )
 ................................................   )
Signature of witness                               )
                                                   )
David Waldie                                       )
 ................................................   )
Name of witness (block letters)                    )
                                                   )
1/138 Hastings PDE, Bondi                          )          /s/ Lindsay Yelland
 ................................................   )          ...............................................
Address of witness                                 )          By executing this agreement the signatory
                                                   )          warrants that the signatory is duly authorised
Lawyer                                             )          to execute this agreement on behalf of TELSTRA
 ................................................   )          HOLDINGS PTY LIMITED.
Occupation of witness                              )
                                                   )


SIGNED by                                          )
as authorised representative for SATURN            )
COMMUNICATIONS LIMITED in the                      )
presence of:                                       )
                                                   )
/s/ Sean Michael Wynne                             )
 ................................................   )
Signature of witness                               )
                                                   )
Sean Michael Wynne                                 )
 ................................................   )
Name of witness (block letters)                    )          /s/ Jack Matthews
                                                   )          ...............................................
40 Falkirk Ave., Seatown, Wellington               )          By executing this agreement the signatory
 ................................................   )          warrants that the signatory is duly authorised
Address of witness                                 )          to execute this agreement on behalf of SATURN
                                                   )          COMMUNICATIONS LIMITED.
Tel Co Manager                                     )
 ................................................   )
Occupation of witness                              )


</TABLE>