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



                                MERGER AGREEMENT



                          TELSTRA HOLDINGS PTY LIMITED
                                    ("THPL")
                          SATURN COMMUNICATIONS LIMITED
                                 ("the Company")












                            Mallesons Stephen Jaques
                                   Solicitors

                                    Level 60
                             Governor Phillip Tower
                                 1 Farrer Place
                                 Sydney NSW 2000
                           Telephone (61 2) 9296 2000
                           Facsimile (61 2) 9296 3999
                              Email syd@msj.com.au
                                  DX 113 Sydney
                                 www.msj.com.au
                                  Neil Carabine
                                (61 2) 9296 2485
<PAGE>

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Contents       Merger Agreement
--------------------------------------------------------------------------------

               1 Interpretation                                                2


               2 Sale and purchase of Shares                                   6


               3 Conditions precedent                                          6


               4 Completion of sale of TNZ Shares                              8


               5 Issue of the Company Shares                                   9


               6 Failure to complete                                           9


               7 Conduct of business pending Completion                       10


               8 Risk and insurance                                           10


               9 Amalgamation                                                 11


               10 Costs                                                       11


               11 Confidentiality                                             11


               12 Notices                                                     11


               13 Miscellaneous                                               12


               14 Governing law, jurisdiction and service of process          13








<PAGE>
                                                                               2
                                  MERGER AGREEMENT

Date:               30 March 2000

Parties:            TELSTRA  HOLDINGS  PTY  LIMITED  (ACN  057  808  938) of 231
                    Elizabeth Street, Sydney NSW ("THPL")

                    SATURN COMMUNICATIONS  LIMITED of 75 The Esplanade,  Petone,
                    New Zealand ("the Company")

Recitals:

               A.   TNZ is a wholly owned subsidiary of THPL.

               B.   The Company has, on the date of this  agreement,  offered to
                    acquire all of the TNZ Shares from THPL in consideration for
                    the issue of the  Company  Shares  to THPL,  on the terms of
                    this agreement.

               C.   THPL  has  on  the  date  of  this  agreement  accepted  the
                    Company's offer.

               D.   This  agreement  sets out the  terms  agreed by THPL and the
                    Company  for  the  sale  of the  TNZ  Shares  by THPL to the
                    Company and for the issue of the Company Shares to THPL.



Operative provisions:

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

     1.1  The following  words have these meanings in this agreement  unless the
          contrary intention appears.

          AUCL means Austar United Communications Limited (ACN 087 695 707).

          AUCL Services  Agreement means the agreement by that name between AUCL
          and the Company, to be executed before Completion.

          CEO means Chief Executive Officer at the Company.

          Company  Bank  Facility  means  the  Syndicated  Senior  Secured  Debt
          facility  provided by Toronto Dominion  Australia Limited (and others)
          to the  Company  and each  Transaction  Document  referred  to in that
          facility.

          Company   Group  means  the  Company  and  the  Company   Subsidiaries
          immediately before Completion.

          Company Shares means a number of fully paid ordinary  voting shares in
          the capital of the  Company  equal to the number of such shares as are
          held by the UGC Group immediately before Completion.

          Completion means settlement of the sale and purchase of the TNZ Shares
          and the issuing of the Company Shares in accordance with clauses 4 and
          5 and Complete has a corresponding meaning.


<PAGE>
                                                                               3

          Completion  Date  means  the  later  of 31 March  2000  and the  fifth
          business  day after the last to occur of the  conditions  precedent in
          clause  3, or any  other  date  agreed  by THPL  and  the  Company  or
          nominated or established under clause 6.1.

          Consultancy Agreement means the agreement by that name between TCL and
          the Company, to be executed before Completion.

          Establishment Agreements means:

          (a)  the Shareholders Agreement;

          (b)  the Offer to Acquire Shares;

          (c)  the Consultancy Agreement;

          (d)  the Jack Matthews Deed;

          (e)  the AUCL Services Agreement;

          (f)  the TCL Services Agreement;

          (g)  the Warranty Agreement;

          (h)  the TCL/Company IP Licence Agreement; and

          (i)  the TCL/TNZ IP Licence  Agreement.

          Group means the Company Group or the TNZ Group.

          Holding Company means:

          (a)  with respect to THPL - TCL; and

          (b)  with respect to the Company - AUCL.

          Indentures means:

          (a)  the  Indenture  between UIH  Australia/Pacific,  Inc and American
               Bank National  Association for $US443,000,000 14% Senior Discount
               Notes dated 14 May 1996 (as amended);

          (b)  the Indenture  between UGC and Firstar Bank of Minnesota N.A. for
               Initial  Issuance  of  $US1,375,000,000  10 3/4%  Senior  Secured
               Discount Notes Due 2008 dated 5 February 1998; and

          (c)  the Indenture  between UGC and Firstar Bank of Minnesota N.A. for
               Initial Issuance of $US355,000,000 Senior Discount Notes Due 2009
               dated 29 April 1999,

          as amended from time to time.

          Jack Matthews Deed means the Deed by that name between the Company and
          Jack Matthews to be executed before Completion.

          MOU means the  agreement  of that name  between  TCL and AUCL dated 24
          February, 2000.

<PAGE>
                                                                               4

          Offer to Acquire  Shares means the  agreement by that name between the
          Company and THPL, dated on or about the date of this agreement.

          Owner means THPL with  respect to the TNZ Group and the  Company  with
          respect to the Company Group.

          Records  means  originals and copies,  in machine  readable or printed
          form, of all books, files, reports, records, correspondence, documents
          and other  material of or relating to or used in  connection  with the
          business of a party, including:

          (a)  minute books, statutory books and registers, books of account and
               copies of taxation returns;

          (b)  sales literature,  market research  reports,  brochures and other
               promotional material (including printing blocks, negatives, sound
               tracks and associated material);

          (c)  all sales and purchasing records;

          (d)  all trading and financial records; and

          (e)  lists of all regular  suppliers  and  customers.

          Saturn NZ means Saturn (NZ) Holding  Company Limited (ACN 088 052 000)
          of Level 29, 259 George Street, Sydney NSW.

          Security Interest means:

          (a)  a mortgage,  pledge,  lien,  charge,  assignment,  hypothecation,
               security  interest or any interest or power otherwise  arising in
               or over any  interest in any  security  (as defined in  paragraph
               1.2(m)) or reserved in or over an asset,  or any other right of a
               creditor to have a claim  satisfied prior to other creditors from
               the proceeds of any asset; or

          (b)  an agreement to create or give any security or right  referred to
               in subparagraph (a) of this definition.

          Shareholders  Agreement  means the agreement by that name between TCL,
          THPL, AUCL,  Saturn NZ and the Company,  dated on or about the date of
          this agreement.

          TCL means Telstra Corporation Limited (ACN 051 775 556).

          TCL/Company  IP Licence  Agreement  means the  agreement  by that name
          between TCL and the Company, to be executed before Completion.

          TCL/TNZ IP Licence  Agreement means the agreement by that name between
          TCL and TNZ, to be executed before Completion.

          TCL Services  Agreement  means the  agreement by that name between TCL
          and the Company, to be executed before completion.

          TNZ means  Telstra New Zealand  Limited of Level 9, 191 Queen  Street,
          Auckland.

          TNZ  Group  means  TNZ  and  its   subsidiaries   immediately   before
          Completion.

<PAGE>
                                                                               5

          TNZ  Shares  means all of the  shares in the  capital of TNZ and Share
          means any one of those shares.

          UGC means UnitedGlobalCom, Inc.

          UGC Group means UGC and each entity controlled by it.

          Warranties means the representations and warranties given under clause
          3 of the Warranty Agreement.

          Warranty  Agreement  means the  agreement by that name between TCL and
          AUCL, dated on or about the date of this agreement.

     1.2  In this agreement unless the contrary intention appears:

          (a)  a  reference  to a clause,  schedule,  annexure  or appendix is a
               reference  to a clause of or  schedule,  annexure  or appendix to
               this  agreement  and  references  to this  agreement  include any
               recital, schedule, annexure or appendix;

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

          (c)  a reference to a statute,  ordinance,  code or other law includes
               regulations and other  instruments  under it and  consolidations,
               amendments, re-enactments or replacements of any of them;

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

          (e)  the  word  person   includes  a  firm,  a  body   corporate,   an
               unincorporated association or an authority;

          (f)  a  reference  to a person  includes a reference  to the  person's
               executors,  administrators,  successors,  substitutes (including,
               but not limited to, persons taking by novation) and assigns;

          (g)  an agreement, representation or warranty in favour of two or more
               persons is for the benefit of them jointly and severally;

          (h)  an  agreement,  representation  or warranty on the part of two or
               more persons binds them jointly and severally;

          (i)  if a period of time is  specified  and dates  from a given day or
               the day of an act or event,  it is to be calculated  exclusive of
               that day;

          (j)  a reference to a day is to be  interpreted  as the period of time
               commencing at midnight and ending 24 hours later;

          (k)  all currency references are to the New Zealand dollar;

          (l)  all  references to subsidiary or related body  corporate bear the
               meaning as set out in Division 6 of Part 1.2 of the  Corporations
               Law;

<PAGE>
                                                                               6

         (m)  all  references  to  securities  bear the  meaning  as set out in
               section 92(3) of the Corporations Law;

          (n)  a  reference  to a business  day means any day when the banks are
               open for business in Sydney, other than a Saturday or Sunday; and

          (o)  control  and  controlled  are  defined  by the  test  set  out in
               paragraph 9 of the Australian Accounting Standard AASB 1024.

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

2    Sale and purchase of Shares
--------------------------------------------------------------------------------

     2.1  THPL shall sell and  transfer to the  Company  and the  Company  shall
          purchase,  on the  terms and  conditions  of this  agreement,  the TNZ
          Shares.

     2.2  The TNZ Shares must be  transferred  free from any  mortgage,  charge,
          lien,  pledge  or other  encumbrance  and with all  rights,  including
          dividend rights, attached or accruing to them on and from Completion.

3    Conditions precedent
--------------------------------------------------------------------------------

     3.1  Completion is conditional on:

          (a)  all liabilities  (including but not limited to any amounts owing)
               of any member of the Company Group to any member of the UGC Group
               (not being another member of the Company Group) being  discharged
               in full;

          (b)  the parties  receiving  any clearance or  authorisation  (whether
               formal  or  otherwise)  which  is  necessary  from  the  Overseas
               Investment  Commission  for the  acquisition of TNZ Shares or the
               issue of the Company Shares under this agreement;

          (c)  the lenders under the Company Bank Facility:

               (i)  approving the  acquisition  of the TNZ Shares by the Company
                    and the  issue of the  Company  Shares  to  THPL,  including
                    agreeing to any  necessary  variations  to the Company  Bank
                    Facility; and

              (ii)  agreeing  that no Security  Interest need be granted for the
                    purposes of the Company Bank  Facility  over any  securities
                    issued  or  allotted  by the  Company  at any  time  (except
                    securities  held  by  members  of the  UGC  Group  as at the
                    Completion Date);

          (d)  obtaining  any consents or approvals for the  acquisition  of TNZ
               Shares by the Company and the issue of the Company Shares to THPL
               required  under any of the Indentures  including  agreeing to any
               necessary variations to the Indentures;

<PAGE>
                                                                               7

          (e)  the  approval of the Boards of  Directors of each of THPL and the
               Company or their respective delegates;

          (f)  THPL being satisfied on reasonable grounds that the February 2000
               management accounts of the Company do not show a material adverse
               change  in the  business  of the  Company  since the date of this
               agreement;

          (g)  the  Company  being  satisfied  on  reasonable  grounds  that the
               February 2000  management  accounts of TNZ do not show a material
               adverse  change  in the  business  of TNZ  since the date of this
               agreement;

          (h)  THPL  subscribing  $35,000,000  in cash for further Shares in the
               capital of TNZ;

          (i)  Vector  (formerly  known as Mercury Energy  Limited)  consenting,
               under clause 14.2 of the Pole and Cabling Duct Agreement with the
               Company  dated 1  September  1997,  to the  issue of the  Company
               Shares to THPL;

          (j)  the offer made in  accordance  with  clause  5.1 of the  Warranty
               Agreement is accepted by Sean Wynne;

          (k)  an employment agreement between TCL and Jack Matthews is executed
               in full; and

          (l)  each of the Establishment Agreements being executed in full.

     3.2  Each of the parties must use all  reasonable  endeavours to obtain the
          fulfilment of the  conditions in clause 3.1 and must negotiate in good
          faith each of the  Establishment  Agreements  which is not executed on
          the date of this agreement.

     3.3  If any of the  conditions  in clause 3.1 are not  fulfilled (or in the
          case of paragraphs 3.1(c), (d), (f) or (i), waived in writing by THPL,
          or in the case or paragraph 3.1(g),  waived in writing by the Company)
          by the  60th day  after  the date of this  agreement  or a later  date
          agreed by THPL and the Company,  this  agreement  may be terminated at
          any time before  Completion by either party giving notice to the other
          party,  provided the first  mentioned  party has complied  with clause
          3.2.

     3.4  If this  agreement is terminated  under clause 3.3, in addition to any
          other rights, powers or remedies provided by law:

          (a)  each party is released from its  obligations  to further  perform
               the  agreement   except  those  imposing  on  it  obligations  of
               confidentiality;

          (b)  each party  retains  the rights it has against any other party in
               respect of any past breach;

          (c)  the Company must return all documents and other  materials in any
               medium in its or AUCL's  possession,  power or control which were
               obtained from THPL,  TNZ or TCL in due diligence or  negotiations

<PAGE>
                                                                               8

               for  this  agreement,   the  MOU  or  any  of  the  Establishment
               Agreements  which contain  information  relating to THPL,  TNZ or
               TCL, including any THPL, TNZ or TCL Records;

          (d)  THPL must return all documents and other  materials in any medium
               in its,  TNZ's or TCL's  possession,  power or control which were
               obtained   from  AUCL  or  the  Company  in  due   diligence   or
               negotiations   for  the   agreement,   the  MOU  or  any  of  the
               Establishment  Agreements which contain  information  relating to
               AUCL or the Company, including any AUCL or Company Records.

4    Completion of sale of TNZ Shares
--------------------------------------------------------------------------------

     4.1  Completion of the sale and purchase of the TNZ Shares and the issue of
          the Company Shares will take place simultaneously at 3.00pm Australian
          Eastern Standard Time on the Completion Date at the offices of Simpson
          Grierson,  Wellington and of Mallesons  Stephen Jaques,  Sydney, or at
          any other time and place agreed by THPL and the Company.

     4.2  On Completion:

          (a)  the Company agrees to establish to the reasonable satisfaction of
               THPL that the conditions precedent that are in paragraphs 3.1(a),
               (c), (d), (i) and (j) have been  satisfied  and (if  appropriate)
               deliver to THPL documentation proving that; and

          (b)  THPL agrees to establish to the  reasonable  satisfaction  of the
               Company that the  conditions  precedent in paragraphs  3.1(h) and
               (k) have  been  satisfied  and (if  appropriate)  deliver  to the
               Company documentation proving that.

     4.3  THPL agrees to do the following on Completion:

          (a)  deliver to the Company or its  solicitors  executed  transfers in
               favour of the  Company  of all the TNZ Shares  together  with the
               share certificates for the TNZ Shares (if any);

          (b)  deliver to the Company  proxies  enabling the Company to vote all
               of the TNZ  Shares in the  period  prior to  registration  of the
               transfers referred to in paragraph (a);

          (c)  cause:

               (i)  the  delivery  to the Company of the Records of TNZ and each
                    of its subsidiaries;

              (ii)  the  delivery  to  the  Company  of  duly   completed   bank
                    authorities  authorised by the board of directors of TNZ and
                    each of its subsidiaries  directed to that company's bankers
                    authorising  the  operation of each of its bank  accounts by
                    nominees  of the  Company;  and

<PAGE>
                                                                               9

             (iii)  the   appointment  in  accordance  with  the  terms  of  the
                    Shareholders  Agreement to the board of directors of TNZ and
                    each of its  subsidiaries of the Company's  nominees and the
                    resignation  from those boards of such persons as are agreed
                    by THPL and the Company  but so that a properly  constituted
                    board of  directors  is in  existence  at all times.

     4.4  In consideration for the sale of the TNZ Shares, the Company agrees to
          issue the Company  Shares to THPL on  Completion  in  accordance  with
          clause 5.2.

     4.5  The parties  agree that the  consideration  described in clause 4.4 is
          the lowest  price that the  parties  would have  agreed upon under the
          Accrual  Rules  relating  to  the  accrual  treatment  of  income  and
          expenditure  in the  Income  Tax Act 1994  (NZ)  and on that  basis no
          income and expenditure arises under those rules.

5    Issue of the Company Shares
--------------------------------------------------------------------------------

     5.1  The Company agrees to at Completion issue the Company Shares to THPL .
          The  Company  Shares must be issued  free from any  mortgage,  charge,
          lien, pledge or other encumbrance.

     5.2  The Company agrees to do the following on Completion:

          (a)  issue  to THPL the  Company  Shares  and  deliver  to THPL  share
               certificates for the Company Shares; and

          (b)  cause:

               (i)  the  delivery  to THPL of duly  completed  bank  authorities
                    authorised by the board of directors of the Company and each
                    of its  subsidiaries  directed  to  that  company's  bankers
                    authorising  the  operation of each of its bank  accounts by
                    nominees of THPL and AUCL; and

              (ii)  the appointment to the board of directors of the Company and
                    each  of its  subsidiaries  of  THPL  's  nominees  and  the
                    resignation  from those boards of such persons as are agreed
                    by THPL and AUCL, but so that a properly  constituted  board
                    of directors is in existence at all times.

6    Failure to complete
--------------------------------------------------------------------------------

     6.1

          (a)  If a party (first party)  becomes aware before  Completion of any
               material  breach of Warranty given by the Holding  Company of the
               other party,  the first party may within a further five  business
               days  postpone  Completion  by giving notice of the breach to the
               other party.

<PAGE>
                                                                              10

          (b)  If the  Holding  Company of the other  party fails to remedy that
               breach within 14 business  days after the other party  received a
               notice under paragraph (a), the first party may (without  waiving
               any rights of its Holding  Company under clause 3 of the Warranty
               Agreement  with respect to that  breach),  by notice to the other
               party choose to Complete on a business day it nominates  being no
               less than five and no more than ten business days after expiry of
               that 14  business  day  period.  If the first party does not give
               such a notice  within five business days after the end of that 14
               business day period,  this agreement shall be deemed  terminated,
               in which case clause 3.4 will apply.

          (c)  If the Holding  Company of the other party  remedies  that breach
               within 14 business  days after the other party  receives a notice
               under paragraph (a), Completion shall occur on the fifth business
               day after expiry of that 14 business day period.

     6.2  If  Completion  does not occur on the  Completion  Date,  either party
          (provided it has not breached this  agreement  causing that failure to
          Complete),  may terminate  this agreement by notice given to the other
          party in which case clause 3.4 will apply.

7    Conduct of business pending Completion
--------------------------------------------------------------------------------

     7.1  Until Completion each Owner must procure that each member of its Group
          carries  on its  business  in the  ordinary  course  and in the normal
          manner.

     7.2  Until Completion each Owner must procure that each member of its Group
          does not (without the prior written consent of the other Owner):

          (a)  increase,  reduce or otherwise  alter its share  capital or grant
               any options for the issue of any  securities,  with the exception
               of the issue of  securities  to any person who was at the date of
               this  agreement  a  shareholder  in the  entity so  issuing  such
               securities;

          (b)  declare or pay a dividend;

          (c)  make a distribution or revaluation of assets;

          (d)  buy back its shares; or

          (e)  acquire  or  dispose  of or agree to  acquire  or  dispose of any
               significant business or assets.

8    Risk and insurance
--------------------------------------------------------------------------------

     8.1  Each Owner must procure that each member of its Group is covered until
          Completion  by insurance  for assets  covering such risks and for such
          amounts as would be maintained in accordance with the Group's ordinary
          practice.

<PAGE>
                                                                              11

9    Amalgamation
--------------------------------------------------------------------------------

     9.1  The parties will  determine in good faith  whether  there should be an
          amalgamation  of the Company and TNZ in accordance  with the Companies
          Act 1993 (NZ) with the Company to be the surviving  entity,  at a time
          to be agreed by the parties.

10   Costs
--------------------------------------------------------------------------------

     10.1 The parties agree to bear their own legal and other costs and expenses
          in connection with, the preparation,  execution and completion of this
          agreement and of other related documentation.

11   Confidentiality
--------------------------------------------------------------------------------

     11.1 The terms of this agreement are confidential and must not be disclosed
          by a party to any third person except:

          (a)  employees,  directors,  advisers  or  auditors  of a party to the
               extent required in conducting their duties;

          (b)  if disclosure is required by law or stock exchange  listing rule;
               or

          (c)  if disclosure is required in  connection  with legal  proceedings
               relating to this agreement.

12   Notices
--------------------------------------------------------------------------------

     12.1 A notice, approval, consent, or other communication in connection with
          this agreement:

          (a)  must be in writing;

          (b)  must be marked for the attention of the person set out below; and

          (c)  must be left at the address of the addressee or sent by facsimile
               or email  to the  facsimile  number  or  email  address  which is
               specified  in this clause or if the  addressee  notifies  another
               address,  facsimile number or email address then to that address,
               facsimile number or email address.

               THPL, TCL or the TCL Shareholder Group

               Address:      Telstra Corporation Limited
                             231 Elizabeth Street
                             SYDNEY  NSW  2000
               Attention:    Group Managing Director, Telstra Business Solutions
               Fax:          (61 2) 9396 9530

<PAGE>
                                                                              12

               Copy:         Counsel, Telstra Business Solutions
                             231 Elizabeth Street
                             SYDNEY  NSW  2000
               Fax:          (61 2) 9261 4762
               Email:        david.waldie@team.telstra.com


               Company
               Address:      Telstra Saturn Limited
                             75 The Esplanade
                             PETONE  NZ
               Attention:    CEO
               Facsimile:    (64 4) 939 5100
               Email:        jackm@saturn.co.nz


     12.2 A notice,  approval,  consent or other communication takes effect from
          the time it is received unless a later time is specified in it.

     12.3 A facsimile  is taken to be received  on entry in a  transmission  log
          kept by the machine from which the facsimile was sent which  indicates
          that the facsimile  was sent in its entirety to a facsimile  number of
          the recipient.

13       Miscellaneous
--------------------------------------------------------------------------------

Assignment
     13.1 A party may not assign its rights or obligations  under this agreement
          except  with the prior  written  consent of the other  parties to this
          agreement.

Exercise of rights
     13.2 A party may exercise a right,  power or remedy at its discretion,  and
          separately or  concurrently  with another  right,  power or remedy.  A
          single or partial exercise of a right, power or remedy by a party does
          not prevent a further exercise of that or of any other right, power or
          remedy. Failure by a party to exercise or delay in exercising a right,
          power or remedy does not prevent its exercise.

Waiver and variation
     13.3 A provision of or a right created under this agreement may not be:

          (a)  waived except in writing signed by the party granting the waiver;
               or

          (b)  varied  except in writing  signed by the parties.

Approvals and consents
     13.4 A party may give  conditionally  or  unconditionally  or withhold  its
          approval or consent in its absolute  discretion  unless this agreement
          expressly provides otherwise.

<PAGE>
                                                                              13


Remedies cumulative
     13.5 The  rights,  powers  and  remedies  provided  in this  agreement  are
          cumulative  with and not  exclusive of the rights,  powers or remedies
          provided by law independently of this agreement.

Survival of warranties and indemnities
     13.6 Each  warranty  and  indemnity  in  this  agreement  is  a  continuing
          obligation, separate and independent from the other obligations of the
          parties and survives termination of this agreement.

Enforcement of warranties and indemnities
     13.7 It is not  necessary  for a party to  incur  expense  or make  payment
          before  enforcing a right of warranty or  indemnity  conferred by this
          agreement.

Further assurances
     13.8 Each  party  agrees,  at its own  expense,  on the  request of another
          party,  to do everything  reasonably  necessary to give effect to this
          agreement and the transactions  contemplated by it, including, but not
          limited to, the  execution  of  documents,  and to use all  reasonable
          endeavours to cause relevant third parties to do likewise.

Entire Agreement
     13.9 This agreement  constitutes  the entire  agreement of the parties with
          reference  to  its  subject   matter  and  any  previous   agreements,
          understandings,  negotiations,  representations  or warranties on that
          subject matter cease to have any effect.

No partnership
    13.10 Subject  to  any  provision  of  this  agreement  specifically  to the
          contrary, nothing contained or implied in this agreement constitutes a
          party the partner,  agent or legal  representative of another party or
          of the Company for any purpose or creates any  partnership,  agency or
          trust,  and no party has any  authority to bind  another  party or the
          Company in any way.

14   Governing law, jurisdiction and service of process
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     14.1 This agreement and the transactions contemplated by this agreement are
          governed by the law in force in New South Wales.

     14.2 Each  party  irrevocably  and  unconditionally  submits  and agrees to
          submit to the  non-exclusive  jurisdiction  of the courts of New South
          Wales,  courts exercising Federal  jurisdiction in New South Wales and
          courts of appeal from them for determining any dispute concerning this
          agreement or the  transactions  contemplated by this  agreement.  Each
          party waives any right they have to object to an action being  brought
          in those  courts  including,  but not  limited to,  claiming  that the
          action has been brought in an inconvenient  forum or that those courts
          do not have jurisdiction.

     14.3 Without  preventing  any other mode of  service,  any  document  in an
          action  (including,  but not  limited to, any writ of summons or other
          originating  process or any third or other party notice) may be served
          on any  party by  being  delivered  to or left  for that  party at its
          address for service of notices under clause 12.




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Execution page
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<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                              )

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