In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Q: TAT-14 CABLE NETWORK

                     CONSTRUCTION AND MAINTENANCE AGREEMENT

                                [GRAPHIC OMITTED]

    Certified to be a true and complete copy of the original document in the

                           custody of Deutsche Telekom

- --------------------------------------------------------------------------------               Volkmar Rompke                         Carmen Bornefeld

       Deutsche Telekom AG, Friedrich-Ebert-Allee 140, 53113 Bonn, Germany

                               TABLE OF CONTENTS

1 DEFINITIONS                                                                  2

2 BASIC PRINCIPLES                                                             6

3 CONFIGURATION                                                                6

4 PROVISION OF SEGMENTS T AND S                                                8

5 OWNERSHIP OF SEGMENTS AND ADDITIONAL PROPERTY                                9

6 ESTABLISHMENT OF THE GENERAL COMMITTEE                                       9

7 ESTABLISHMENT OF MANAGING GROUP                                             11

8 PROCUREMENT GROUP; SUPPLY CONTRACT FOR SEGMENT S                            12

9 ACQUISITION AND USE OF CAPACITY                                             13

10 EQUIPAGE                                                                   15

11 INCREASE OR DECREASE OF DESIGN CAPACITY                                    15

12 OWNERSHIP PRICING                                                          16

13 DEFINITION OF CAPITAL COSTS OF SEGMENT S                                   16

14 ALLOCATION AND BILLING OF SEGMENT S CAPITAL COSTS                          17

15 TRANSIT FACILITIES TO EXTEND TAT-14 CAPACITY                               19    AND CONNECTION WITH INLAND SYSTEMS

16 OPERATION AND MAINTENANCE OF SEGMENTS T AND S                              20

17 OPERATION AND MAINTENANCE COSTS OF SEGMENTS     -ALLOCATION AND BILLING                                                   23

18 USE OF SEGMENTS Tl TO T7; COSTS, ALLOCATION AND    BILLING                                                                    23

19 KEEPING AND INSPECTION OF BOOKS                                            25

20 CURRENCY AND PLACE OF PAYMENT                                              26

21 DEFAULT OF PAYMENT                                                         27

22 LIABILITY                                                                  27

23 FORCE MAJEURE                                                              28

24 SETTLEMENT OF CLAIMS BY THE PARTIES                                        28

25 DURATION OF AGREEMENT AND REALIZATION OF ASSETS                            29

- -------------------------------------------------------------------------------- September 2, 1998                                                              i

26 RELATIONSHIP OF THE PARTIES                                                30





27 OBTAINING OF LICENSES                                                      30

28 PRIVILEGES FOR DOCUMENTS OR COMMUNICATIONS                                 30

29 CONFIDENTIALITY                                                            30

30 ASSIGNMENT OF RIGHTS AND OBLIGATIONS                                       31

31 WAIVER                                                                     32

32 COMMUNICATIONS                                                             32

33 PARAGRAPH HEADINGS, REFERENCES                                             32

34 SEVERABILITY                                                               33

35 EXECUTION OF AGREEMENT AND AMENDMENTS                                      33

36 INTERPRETATION OF THE AGREEMENT AND    SETTLEMENT OF DISPUTES                                                     33

37 SUCCESSORS BOUND                                                           34

38 ENTIRE AGREEMENT                                                           34

39 TESTIMONIUM                                                                35

- -------------------------------------------------------------------------------- September 2, 1998                                                             ii

                                    SCHEDULES

SCHEDULE A        PARTIES TO THE AGREEMENT

SCHEDULE B        VOTING INTERESTS, OWNERSHIP INTERESTS IN SEGMENT S                   AND ALLOCATION OF CAPITAL, OPERATING AND                   MAINTENANCE COSTS IN SEGMENTS T AND S

SCHEDULE C        SUMMARY OF ALLOCATED CAPACITY

SCHEDULE C-1      SUMMARY OF ALLOCATED CAPACITY AS ASSIGNED AT                   THE TIME OF C&MA SIGNING

                                 ANNEXES

ANNEX 1        TERMS OF REFERENCE FOR MANAGING GROUP

ANNEX 2        TERMS OF REFERENCE FOR THE PROCUREMENT GROUP

ANNEX 3        TERMS OF REFERENCE FOR THE AR&R SUBCOMMITTEE

ANNEX 4        TERMS OF REFERENCE FOR THE F&A SUBCOMMITTEE

ANNEX 5        TERMS OF REFERENCE FOR THE CENTRAL BILLING PARTY

ANNEX 6        TERMS OF REFERENCE FOR THE NETWORK ADMINISTRATOR

ANNEX 7        SOURCE OF FINANCIAL CHARGE RATES

ANNEX 8        INITIAL OWNERSHIP PRICING MATRIX

ANNEX 9        CAPACITY STRUCTURE

ANNEX 1O       ORGANIZATION STRUCTURE

ANNEX 11       CONFIGURATION DIAGRAM

- -------------------------------------------------------------------------------- September 2, 1998                                                            iii





                              TAT-14 CABLE NETWORK

                     CONSTRUCTION AND MAINTENANCE AGREEMENT

This  Agreement,  made  and  entered  into  this  2nd  day  of  September  1998, hereinafter  called the Effective Date,  between and among the Parties signatory hereto  (hereinafter  collectively  called  Parties  and  individually  called Party),  which Parties are identified in Schedule A attached hereto and made a part hereof,

WITNESSETH:

WHEREAS, telecommunication services are being provided between and among Europe,      and North America,  by means of submarine  cable and satellite  facilities;      and

WHEREAS, the Parties plan to supplement  such  facilities  with an optical fibre      submarine cable system called the TAT-14 Cable Network  (hereinafter called      TAT-14) which will be used to provide telecommunication  services between      points in or reached via the United States of America,  the United Kingdom,      France, The Netherlands, Germany, Denmark and points beyond; and

WHEREAS, a Memorandum  of  Understanding  was signed on the 27th of May 1997 and      amended on the 18th of November 1997 (First Supplementary  Agreement) and      amended on the 27th of January,  1998 (First Amendatory  Agreement),  and      amended on the 27th of January,  1998 (Second  Supplementary  Agreement),      and amended on the 28th of January, 1998 (Third Supplementary Agreement),      and amended on the 12th of May,  1998 (Fourth  Supplementary  Agreement),      and amended on the 12th of May, 1998 (Fifth Supplementary Agreement), and      amended  on  18th  of  June,   1998  (Sixth   Supplementary   Agreement),      collectively  hereinafter referred to as the MOU establishing a framework      of  organization  to be effective  prior to the signature of this Agreement      and to be superseded by it; and

WHEREAS, the parties to the MOU invited other  International  Telecommunications      Entities to become Parties to this Agreement; and

WHEREAS, the  Parties now desire to define the terms and  conditions  upon which      TAT-14 will be engineered,  provided, constructed,  operated and maintained      in a cost effective manner for the duration of this Agreement.

NOW, THEREFORE,  the Parties,  in  consideration  of the mutual covenants herein      expressed, covenant and agree with each other as follows:

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 1

1        DEFINITIONS

1.1      Definition of Terms

AFFILIATE

        A company in which not less than either ten percent (10%) or the highest         percentage  allowed by the local law,  whichever  is the lowest,  of its         voting  capital is owned  directly or indirectly by a Party or a company         owning  directly  or  indirectly  not less than  either ten (10%) or the         highest percentage allowed by the local law, whichever is the lowest, of         the voting capital of a Party.

AGENT

        An entity  acting on behalf of a Party or a  Purchaser  for  access to a         Terminal  Station which has an appropriate  license to provide  backhaul         and access in the respective Country.

BASIC SYSTEM MODULE (BSM)

        A Basic System Module of TAT-14 shall consist of a 155,520,000  bits per         second  digital line section with  interfaces in  accordance  with ITU-T         Recommendations  G.707  Network  Node  Interface  for  the  Synchronous         Digital  Hierarchy  Issue 1996  (STM-1).  A Basic  System  Module shall         contain 63 MIUs (Minimum Investment Units).





CABLE LANDING POINT

        Cable  Landing  Point shall be the beach joint at the  respective  cable         landing locations or mean low watermark of ordinary spring tides line if         there is no beach joint.

CABLE STATIONS

        The Cable  Stations are the  locations  where TAT-14 is  terminated  and         where access to other cable systems may be provided.

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 2

CAPACITY

       Capacity shall be categorized as follows:

       (i)   Design Capacity

             The design  ring  capacity  of  Segment S of  TAT-14,  which is 640              Gbit/s.

       (ii)  Allocated Capacity

             Number  of  Ring-MlUs  distributed  to  Parties,   based  on  their              financial commitments at the time of signing of this Agreement,  as              shown in Schedule C.

       (iii) Purchased Capacity

             Capacity  purchased  after signing of this  Agreement by a Purchase              Contract.

       (iv)  Sold Capacity

             The sum of the Allocated Capacity and the Purchased Capacity.

       (v) Common Reserve Capacity (CRC)

             The difference between the Design Capacity and the Sold Capacity.

COUNTRY

      Country as used in this Agreement shall mean country,  territory or place,       as  appropriate.  For the purposes of Paragraph 15 of this  Agreement  the       Country associated with Telia shall mean Denmark.

INTERNATIONAL TELECOMMUNICATIONS ENTITY (ITE)

      Any  entity  authorized  or  permitted  under  the laws of its  respective       Country,  or another  Country  in which it  operates,  to acquire  and use       international  transmission  facilities for the provision of international       telecommunications  services and which is in  possession  of any necessary       operating license to enable it to do so.

MAINTENANCE AUTHORITIES

      The Maintenance Authorities in TAT-14 shall be the Terminal Parties.

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 3





MINIMUM INVESTMENT UNIT (MIU)

      One Ring-MIU

MOU PARTIES

      The MOU Parties are AT&T,  BT, C&W, DTAG,  FT, KPN,  MCII,  PGE,  Sprint,       Swisscom, Telia.

PRIVATE AGREEMENT

      An agreement to make  capacity  available on  conditions  other than on an       ownership  basis from a Party to another  Party or to another  assignee of       capacity in possession of any and all requisite licenses for the provision       of international telecommunications.

PURCHASER

      An assignee of capacity,  including a Party,  obtaining TAT-14 capacity by       means of a Purchase  Contract and in  possession  of any and all requisite       licenses for the provision of international telecommunications.

PURCHASE CONTRACT

      A contract to make capacity  available  from the CRC on  conditions  other       than on an ownership basis.

READY FOR CUSTOMER SERVICE (RFCS) DATE

      The Ready for Customer Service Date (hereinafter called RFCS Date) shall       be  considered as the date at which the Parties agree to place TAT-14 into       operation  for  customer  service.  The RFCS Date is  planned  to be by 15       December 2000.

READY FOR PROVISIONAL ACCEPTANCE (RFPA) DATE

      The date on which Segment S of TAT-14 is accepted by the Procurement Group       on  behalf of the  Parties.  The Ready  for  Provisional  Acceptance  Date       (hereinafter called RFPA Date) is planned to be by 31 October 2000.

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 4

RING

      An  electrical   and/or   optical  loop  that  provides  two   independent       bi-directional paths between two points for the same traffic.

RING-MIU

      A nominal 2 Mbps bearer,  and all the additional  overhead bits per second       recommended by ITU-T standards for multiplexing,  in a Ring  configuration       with the capability of bi-directional operation.

SUBSIDIARY

      A company  having at least the  majority  of its shares  owned  legally or       beneficially, directly or indirectly by its parent company.

SUPPLY CONTRACT

      The contract to be placed with the Supplier for the provision of Segment S       of TAT-14.





SYSTEM INTERFACE

      The  System  Interface  shall be the  nominal  155,520,000  bit/s  (STM-1)       digital  optical/electrical  input/output ports,  including STM-4, STM-16,       and/or  any  other  higher  level,  on  the  digital   distribution  frame       (including  the digital  distribution  frame  itself,  and any  additional       access  equipment  as shall be deemed  necessary  by the  Managing  Group,       including  any  crossconnect  equipment,  and  shall  be  regarded  as the       interface   location  where  TAT-14   connects  with  other   transmission       facilities or equipment.

TERMINAL PARTIES

      The Terminal Parties are AT&T, BT, Deutsche Telekom,  France Telecom, KPN,       Sprint, and Telia.

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 5

1.2      Schedules and Annexes

         The Schedules and Annexes to this Agreement,  and any  supplementary or          amendatory  agreement thereto or any Schedules and Annexes  substituted          therefore,  shall form part of this Agreement,  and any Paragraph which          contains a  reference  to a Schedule  or Annex  shall be read as if the          Schedule  or Annex was set out at  length in the body of the  Paragraph          itself.  In the event that there is any conflict  between the terms and          conditions  of this  Agreement  and the  Schedules  and Annexes to this          Agreement, the terms and conditions of this Agreement shall prevail.

2        BASIC PRINCIPLES

2.1      Parties to this Agreement are ITEs and shall be entitled to participate          in the General Committee in accordance with Paragraph 6.

2.2      A Managing  Group shall be  established  for the purpose of supervising          TAT-14. The Managing Group will consist of one representative from each          of the MOU  Parties  and one  representative  from any  other  Party or          Parties who, individually or collectively, represent 10% or more of the          total voting interests specified in Schedule B. The Managing Group will          take all  decisions not reserved for the General  Committee,  which are          necessary to engineer,  provide,  install, bring into service,  operate          and maintain, administer, bill and market TAT-14.

2.3      The  acquisition  of capacity on an  ownership  basis is not  permitted          after the Effective  Date of this  Agreement,  at which time Schedule B          will be fixed.

3        CONFIGURATION

3.1      TAT-14  is  a  ring  system  comprising  two  transatlantic  links  and          terminals in the USA (two), the UK, France,  the  Netherlands,  Germany          and Denmark (as  referenced in Annex 11). The cable contains four fibre          pairs, each initially operating at 160 Gbit/s.

3.2      In  accordance  with  this  Agreement,  TAT-14  shall  be  regarded  as          consisting of the following Segments:

         Segment S: The submarine  portion of TAT-14 as defined in Subparagraphs          3.3 and 3.4 of this Agreement;

         Segment T1: The Sprint Cable Station at Manasquan in the United  States                      of America;

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 6





         Segment T2: The AT&T Cable Station at Tuckerton in the United States of                      America,

         Segment T3: The BT Cable Station at Widemouth, the intermediate station                      at Pentewan  and the duct  between these  stations,  in the                      United Kingdom;

         Segment T4: The FT Cable Station at St. Valery-en-Caux in France;

         Segment T5: The KPN Cable Station at Katwijk in the Netherlands;

         Segment T6: The DTAG Cable Station at Norden in Germany;

         Segment T7: The Telia Cable Station at Blaabjerg in Denmark.

3.3      Segments T1 to T7 shall each consist of:

         (i)   an  appropriate  share of the land and buildings at the specified                locations for the cable landing,  the Cable Station and the cable                rights-of-way   and  ducts   between  a  Cable  Station  and  its                respective  Cable  Landing  Point,  and an  appropriate  share of                common  services and equipment  associated with and necessary for                Segment S;          (ii)  interface  equipment  in each of the  cable  stations  associated                solely and directly  with TAT-14 to operate and  interface at the                System Interface  operating point associated  solely with TAT-14;                and          (iii) an appropriate share of the test equipment (not solely associated                with TAT- 14).

3.4      Segment S shall consist of the following Subsegments:

         Subsegment S:  The submarine  cable  consisting  of  four  fibre  pairs                         between Manasquan and Tuckerton;

         Subsegment S2: The submarine  cable  consisting  of  four  fibre  pairs                         between Tuckerton and Widemouth;

         Subsegment S3: The submarine  cable  consisting  of  four  fibre  pairs                         between Widemouth and St Valery-en-Caux;

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page 7

         Subsegment S4: The submarine  cable  consisting  of  four  fibre  pairs                         between St Valery-en-Caux and Katwijk;

         Subsegment S5: The submarine  cable  consisting  of  four  fibre  pairs                         between Katwijk and Norden;

         Subsegment S6: The submarine  cable  consisting  of  four  fibre  pairs                         between Norden and Blaabjerg;

         Subsegment S7: The  submarine  cable  consisting  of  four  fibre pairs                         between Blaabjerg and Manasquan.

3.5      Segment S shall consist of the whole of the submarine cable between the          Cable Stations and shall include but shall not be limited to:

         (i)    all transmission  equipment,  System Interface equipment,  power                 feeding equipment and special test equipment directly associated                 with the  submersible  plant,  located in the  respective  Cable                 Station;,          (ii)   the power  equipment  provided wholly for use with the equipment                 listed in (i) above;          (iii)  the transmission cable equipped with appropriate amplifiers, and                 joint housings between the Cable Stations  including spare cable                 and spare amplifiers;          (iv)   the sea earth  cable  and  electrode  system  or the land  earth                 system,  or an appropriate  share thereof,  associated  with the                 terminal  power  feeding   equipment  in  the  respective  Cable





                Stations;          (v)    all  special  test  equipment,  system  supervisory  and control                 equipment solely associated with TAT-14;          (vi)   the  interconnection  equipment which shall be used to groom all                 payload  virtual  containers  transported by TAT-14 as required,                 however configured,  in order to meet the internal  connectivity                 requirements of TAT-14;

3.6      TAT-14 will operate as a SDH submarine  cable system in accordance with          ITU-T  Recommendations  G.707 Issue 1996  supporting  VC12, VC3 and VC4          paths and higher order paths as defined in the System Interface.

4        PROVISION OF SEGMENTS T AND S

4.1      Each of the Segments T1 to T7 shall be provided by the  Terminal  Party          owning that segment,  as shown in Subparagraph  5.1, in accordance with          the terms of Paragraph 18 of this Agreement. Segments T1 to T7 shall be          provided  in  sufficient  time  to  permit  TAT-14  to be  placed  into          operation by the RFPA Date.

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4.2      Segment S shall be provided  through a Supply  Contract to be placed by          the  Procurement  Group on behalf of the  Parties  in  accordance  with          Paragraph 8 of this Agreement.

5        OWNERSHIP OF SEGMENTS AND ADDITIONAL PROPERTY

5.1      Segments T1 to T7 of TAT-14 shall be owned as follows;

         (i)    Segment  T1 shall be owned by Sprint;  (ii)  Segment T2 shall be                 owned by AT&T;          (iii)  Segment T3 shall be owned by BT; (iv)  Segment T4 shall be owned                 by FT;  (v)  Segment T5 shall be owned by KPN;  (vi)  Segment T6                 shall be owned by DTAG;          (vii)  Segment T7 shall be owned by Telia.

5.2      Segment S shall be owned by the Parties in common and undivided  shares          in the  proportions set forth in Schedule B. Ownership of Segment S and          voting  interests,  as shown in Schedule B to this Agreement,  shall be          based upon the financial investment of each Party.

5.3      References to any Segment in this Agreement shall be deemed to include,          unless the context otherwise requires, additional property incorporated          therein by agreement of the Parties.  Each Segment shall be regarded as          including  its  related  spares  and  standby  units  and   components,          including,  but not limited to, submersible  amplifiers,  cable lengths          and terminal  equipment as necessary for the operational  capability of          TAT-14.

6        ESTABLISHMENT OF THE GENERAL COMMITTEE

6.1      For the purpose of monitoring the provision and continued  operation of          TAT-14,  of making key  decisions as specified in this  Agreement,  the          Parties  shall,  upon  the  signing  of this  Agreement,  form a TAT-14          General  Committee   (hereinafter   called  the  General   Committee)          consisting of one representative of each of the Parties.

 6.2      At each General Committee meeting a hosting Party for the next meeting           will be decided.  The hosting Party for each General Committee meeting           will provide the chairperson who will retain the coordination function           until the next meeting.

6.3      To aid the General  Committee in the performance of the duties assigned          to it,  pursuant  to this  Agreement,  and to  ensure  flexibility  and          efficiency  in  constructing,   operating,  maintaining  and  marketing          TAT-14, the General Committee immediately after signing this Agreement,          shall establish the Managing  Group,  as set forth in Subparagraph  2.2          and Paragraph 7. The General Committee shall also

- -------------------------------------------------------------------------------- September 2, 1998                                                        Pages 9





         be responsible for:

         (i)    the overall supervision of the project;          (ii)   approval of the initial budget for TAT-14;          (iii)  approval of the TAT-14 annual  report  submitted by the Managing                 Group;          (iv)   approval of the administrative budget of the Managing Group;          (iv)   reviewing  and  acting on any  other  reports  submitted  by the                 Managing Group; and          (v)    providing a forum for approval and  execution of any  amendments                 to the C&MA in accordance with Subparagraph 35.1.

6.4      During the project implementation,  the General Committee shall meet at          least once a year on the call of the chairperson.  After the RFCS Date,          the General Committee shall meet whenever requested by the chairperson.          Furthermore,  the General Committee shall meet whenever it is requested          by two or more Parties  collectively  representing  at least 5 % of the          total voting interests as specified in Schedule B.

6.5      In calling the General Committee  meetings,  the chairperson shall give          at least  forty-five (45) days' advance notice of each meeting together          with a copy of the draft  agenda.  In cases of  emergency,  such notice          period may be reduced if Parties  representing at least one-third (1/3)          of the total  voting  interests  as  specified  in  Schedule  B, are in          agreement.

6.6      All decisions made by the General  Committee  shall be subject,  in the          first place,  to  consultation  among the  Parties,  who shall make all          reasonable  efforts to reach  agreement  with  respect to matters to be          decided.  However,  in the  event  agreement  cannot  be  reached,  the          decision  shall be  carried  on the basis of a vote.  The vote shall be          carried by a majority (more than 50 %) of the total voting  interest as          specified in Schedule B, unless otherwise  stated in this Agreement.  A          member of the General Committee  representing more than one Party shall          separately cast the vote to which each Party he represents is entitled.

6.7      Decisions  required between scheduled  General  Committee  meetings may          also be reached by correspondence, provided :

         (i)    all Parties are  provided  with all the  necessary  and relevant                 information regarding the decision to be taken; and          (ii)   the  decision  taken is reduced to writing  and  approved by the                 required  majority of the total voting  interest as specified in                 Schedule B.

6.8      All decisions made by the General Committee shall be binding on all the          Parties.  No  decisions  of the General  Committee  shall  override any          provision of this Agreement.

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7        ESTABLISHMENT OF THE MANAGING GROUP

7.1      The  Managing  Group will consist of one  representative  from each MOU          Party  and one  representative  from any  other  Party or  Parties  who          individually or collectively represent 10 % or more of the total voting          interest as specified in Schedule B.

7.2      To aid the Managing Group in the  performance of the duties assigned to          it pursuant to this  Agreement,  the  following  bodies shall be formed          under the direction of the Managing Group:

         (i)    a Procurement Group;          (ii)   a Capacity  Assignment,  Routing  and  Restoration  Subcommittee                 (hereinafter called AR&R Subcommittee);          (iii)  a Financial and Administrative  Subcommittee (hereinafter called                 F&A Subcommittee);          (iv)   a Central Billing Party (hereinafter called CBP), and          (v)    a Network Administrator (hereinafter called NA).

         These  bodies  shall  be  responsible  for  their  respective  areas of          interest as listed in the  respective  Annexes 2 to 6 of this Agreement          and any other tasks  designated  by the  Managing  Group,  The Managing          Group  may also  appoint  other  groups  or  Subcommittees  to  address          specific  questions which may arise during the period this Agreement is          in force.

7.3      The  Managing  Group  shall act in the  interest  of the  TAT-14  Cable





         Network.  All decisions made by the Managing  Group, in accordance with          its Terms of  Reference  contained  in Annex 1, shall be binding on all          the Parties. No decisions of the Managing Group or its Subcommittees or          any other group  established  by the Managing  Group shall override any          provision of this Agreement.

7.4      The Subcommittees shall meet at least once annually after the Effective          Date of this Agreement and more frequently if necessary, until the RFCS          Date of TAT-14 and thereafter as may be  appropriate.  The  Chairperson          shall give reasonable  advance notice of each meeting,  together with a          copy of the draft agenda,  insofar as possible at least forty-five (45)          days prior to the date of the proposed meeting. The Chairperson of each          Subcommittee,  or a designated  representative,  may attend meetings of          the other Subcommittees in an advisory capacity as necessary.

7.5      After the RFCS Date of  TAT-14,  the  Managing  Group  shall  determine          whether any of its  Subcommittees  or any other group should  remain in          existence.  In the event that the Managing Group determines that any of          its  Subcommittees,  or any other group should not remain in existence,          the Managing Group has the right to determine,  in accordance  with its          Terms of Reference contained in Annex 1 of

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         this Agreement,  the manner in which the  Subcommittee's,  or any other          group's responsibilities shall be reassigned.

8        PROCUREMENT GROUP; SUPPLY FOR SEGMENT S

8.1      The  Procurement  Group shall consist of AT&T,  BT, C&W, DTAG, FT, KPN,          MCII,  PGE,  Sprint and Telia.  This group shall act on a joint but not          several  basis on behalf  of the  Parties  to this  Agreement  and,  in          accordance  with its Terms of  Reference  contained  in Annex 2,  shall          negotiate the Supply Contract with the selected  supplier  (hereinafter          called the Supplier) to engineer,  provide and install or to cause to          be  engineered,  provided  and  installed  all of  Segment S of TAT-14,          except  for such  Segment S work as may be  performed  by the  Terminal          Parties or their subcontractors.

8.2      The Procurement  Group shall recommend a Supplier to the Managing Group          after  submission  and  evaluation  of  proposals   following  an  open          international  tender.  After Managing Group approval,  the Procurement          Group shall execute the Supply Contract.

8.3      The  Procurement  Group  shall  ensure  that the Supply  Contract  will          require the  Supplier  to  engineer,  provide and install  Segment S in          sufficient  time to permit  TAT-14 to be placed into  operation  by the          RFCS  Date.  Notwithstanding  that  certain  work of  Segment S will be          performed by the Terminal Parties or their  subcontractors,  the Supply          Contract  shall  require the Supplier to guarantee  that Segment S will          conform  to  the  technical  performance  requirements  for  TAT-14  as          specified in the Supply Contract.

8.4      The  Procurement  Group  shall  ensure that the Supply  Contract  shall          afford its designated  representatives  reasonable  rights of access to          examine,  test and inspect the submarine cable,  land cable,  submarine          cable and land cable  equipment,  material,  supplies and  installation          activities.  Such  representatives  shall  provide  reasonable  advance          notice  to  the  relevant  Terminal  Party  when  access  to any of the          Segments T1 to T7 is required.  The relevant  Terminal Party shall have          the  right  to  have  its  own  representatives   present  during  such          activities.

8.5      In the event that any portion of Segment S of TAT-14  fails to meet the          specifications  referenced  in the Supply  Contract for its  provision,          fails  to  provide  the  specified  capacity,  or  is  not  engineered,          provided, installed and ready in sufficient time to permit Segment S to          be  provisionally  accepted on or before the RFPA Date, the Procurement          Group shall take such action as may be necessary to exercise the rights          and remedies under the terms and conditions of the Supply Contract. The          Procurement  Group shall also take any other actions  directly  against          the  Supplier as may be  necessary  to  exercise  any or all rights and          remedies  available  under the  Supply  Contract.  Such  actions by the





         Procurement Group shall be subject to any direction deemed necessary by          the Managing Group.

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8.6      Neither  the  individual  members  of the  Procurement  Group,  nor the          Parties they represent, shall be liable to any other Party for any loss          or damage  sustained  by reason of a  Supplier's  failure to perform in          accordance with the terms and conditions of its Supply Contract,  or as          a result of Segment S of TAT-14 not meeting the RFPA Date as  specified          in the Supply  Contract,  or if TAT-14 does not  perform in  accordance          with the technical  specifications and other requirements of the Supply          Contract,  or TAT-14 is not  integrated or placed into  operation.  The          Parties  recognize  that the  Procurement  Group does not  guarantee or          warrant:

         (i)    the performance of the Supply Contract by the Supplier;          (ii)   the performance or reliability of Segment S; or          (iii)  that TAT-14 shall be integrated or placed into operation.

8.7      The Managing Group shall authorize the  Procurement  Group to implement          contract  variations  provided  that the  cumulative  total of all such          changes  to the  Supply  Contract  does not  increase  the value of the          Supply  Contract by more than $ 50M.  Any further  contract  variations          which  increase  the revised  budget  shall be submitted to the General          Committee for approval.

9        ACQUISITION AND USE OF CAPACITY

9.1      The Parties hereby acquire Allocated  Capacity in the form of Ring-MlUs          on an ownership basis as shown in Schedule C. After the signing of this          Agreement, capacity may only be acquired through a Purchase Contract or          through a Private Agreement, in accordance with this Paragraph 9.

9.2      An assignee of capacity under a Purchase  Contract or Private Agreement          must be  either  a Party  or an  entity  in  possession  of any and all          requisite licenses authorizing it to own, operate, acquire, sell and/or          use,  as  appropriate,  the  capacity  in TAT-14 for the  provision  of          international telecommunications.

9.3      The Parties and Purchasers  shall  designate the Cable Stations and the          amount of capacity to the NA that is planned to be  activated,  at some          period in advance of the date of the  activation,  Such period would be          determined by the Managing Group.

9.4      The assignment of each Party's Allocated Capacity to each Cable Station          at the time of the signing of this  Agreement is shown in Schedule C-1.          A Party or  Purchaser  may move any portion of its  capacity,  from one          Cable  Station,  to any other Cable  Station  without  any  increase in          investment.  A request for such a reassignment shall be notified to the          NA at some period in advance of the date of  reassignment,  such period          and  reassignment  shall be in accordance with procedures  developed by          the NA and approved by the Managing Group.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Paqe 13

9.5      The CRC of TAT-14 shall be owned by the Parties in common and undivided          shares.

9.6      The Managing Group shall  establish the terms and conditions  including          pricing  criteria  for  sales of  capacity  from the CRC.  The NA shall          develop  procedures  for sale of  capacity  from the CRC and a Purchase          Contract for approval by the Managing  Group.  Following such approval,          the NA shall be  authorized  to execute any such  Purchase  Contract on          behalf of all the Parties. No provisions of any Purchase Contract shall          override the provisions of this Agreement.  The Purchase Contract price          structure  may be reviewed  and amended if  necessary,  by the Managing          Group

9.7      Each Party shall be compensated  from the sale of capacity from the CRC





         under  conditions  set forth by the Managing  Group in accordance  with          Schedule C.

9.8      Any Party  shall be  entitled  to  transfer  any part of its  Allocated          Capacity  through  a  Private  Agreement.  No  provisions  of a Private          Agreement shall override the provisions of this Agreement.

9.9      Each Purchase Contract or Private Agreement shall

         (i)    contain at least the same  conditions on utilization of capacity                 as specified in Subparagraphs 9.16 and 9.17; and          (ii)   require that the entity  acquiring the capacity may only further                 transfer its capacity under the same conditions.

9.10     Notwithstanding  Subparagraph  2.3, at the  discretion  of the Managing          Group,  the  distribution of capacity from the CRC may be made on a pro          rata basis, in whole  Ring-MlUs,  in accordance with the percentages in          Schedule C.

9.11     No later than three years after the TAT-14 RFCS the remaining CRC shall          be  distributed  to the Parties on a pro rata basis in accordance  with          Schedule C. The Managing  Group will determine the process for the sale          of  capacity  of  those  Parties  that  do  not  need  their  pro  rata          distribution.

9.12     The  Managing  Group  may  authorize  the  utilization  of the  CRC for          restoration of other communications  systems based on appropriate terms          and conditions. Parties will be refunded in accordance with Schedule B.

9.13     The Managing  Group may study and  negotiate  the exchange or sale of a          portion of the CRC with other cable  systems on such basis as is deemed          mutually  beneficial to the Parties.  The terms and  conditions of such          exchange  or  sale  of  capacity  shall  be  approved  by  the  General          Committee.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 14

9.14     The  Managing  Group  may  authorize  occasional  use  of the  CRC,  if          available,    for   the    provision   of   temporary   or   occasional          telecommunications services, including but not limited to leases to any          Party or Purchaser and paid restoration of other systems,  on terms and          conditions  to be determined  by the Managing  Group.  The revenue from          such  occasional use shall be shared by the Parties in accordance  with          Schedule B

9.15     TAT-14 shall be capable of at least  supporting  payload paths of VC12,          VC3 and VC4.  The Parties  shall have the right to access such  payload          paths which shall  require 1, 21 and 63 contiguous  MIUs  respectively.          Each Party will also be permitted  to access its capacity  ownership on          defined SDH levels of its choice at a higher order in  accordance  with          the System Interface.

9.16     The  communications  capability of any capacity may be optimized by the          Parties or  Purchasers  to whom such capacity is assigned by the use of          equipment which will more efficiently use such capacity,  provided that          the use of such  equipment  does  not  cause  an  interruption  of,  or          interference  to the use of any other capacity in TAT-14 or prevent the          use  of  similar  equipment  by  other  Parties  or  Purchasers.   Such          equipment, if used, shall not constitute a part of TAT-14.

9.17     Data  streams  entering  into and being  transported  by TAT-14 must be          compliant with the ITU  Recommendation  G.707,  issue 1996, in order to          avoid any interruption,  degradation or any other adverse effect on the          performance  of TAT-14 or other  data  streams  in  TAT-14.  Each Party          agrees that all of its  capacity  will comply with this  obligation  in          respect of all  capacity  which is  assigned  to that  Party.  If after          notification by the Maintenance Authorities,  the Party responsible for          such  capacity  does not take  immediate  action to prevent any further          interruption,  degradation or other negative influence, the Maintenance          Authorities  may  take any  reasonable  action  to  protect  the  other          capacity  in  TAT-14  including  the   disconnection  of  the  capacity          responsible for such interruption, degradation or adverse effect.

10.      EQUIPAGE

         Unless otherwise  decided by the Managing Group,  TAT-14 shall be fully





         equipped for 640 Gb/s to the System Interface level at the RFPA Date.

11       INCREASE OR DECREASE OF DESIGN CAPACITY

11.1     The  Managing  Group  may  decide  to  increase  the  Design  Capacity.          Following  such  a  decision,  the  Managing  Group  shall  develop  an          implementation  plan  for  and  the  terms  and  conditions  of such an          increase.  The proposed  implementation  plan and terms and  conditions          shall be submitted to the General Committee for approval.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 15

11.2     If  subsequent  to the RFCS Date,  the  Design  Capacity  is  decreased          pursuant to the  agreement of the Managing  Group and such  decrease of          the Design Capacity affects neither the routing of circuits assigned in          TAT-14  nor the Sold  Capacity  of  TAT-14,  the  reduction  in  Design          Capacity will be subtracted  from the CRC as determined by the Managing          Group.

11.3     In the event that the capacity which TAT-14, or any Segment thereof, is          capable of providing is reduced below the capacity  required to support          the Sold  Capacity on its  existing or planned  routings as a result of          physical deterioration,  or for other reasons beyond the control of the          Parties,  the  Managing  Group shall  initiate a review of the capacity          routings in order to support the  rerouting of such Sold  Capacity.  If          necessary,  the Managing Group may further consider changes to capacity          assignments.

11.4     Financial  adjustments  shall be made among the Parties,  as necessary,          under  terms  and  conditions  recommended  by the  Managing  Group and          approved by the General Committee.

12       OWNERSHIP PRICING

12.1     The TAT-14 Initial Ownership Pricing Matrix is shown in Annex 8.

12.2     In the event that the final  cost of TAT-14 is lower  than the  initial          budget, each Party's investment shall be reduced on a pro-rata basis in          accordance  with Schedule B, with no change to its Allocated  Capacity.          If the final  cost of TAT-14 is higher  than the  initial  budget  each          Party's investment shall be increased on a pro-rata basis in accordance          with Schedule B. Schedule C shall not be affected.

13       DEFINITION OF CAPITAL COSTS OF SEGMENT S

13.1     Capital costs of Segment S, as used in this Agreement,  refers to costs          incurred in  engineering,  providing,  and  constructing  Segment S, or          causing it to be engineered, provided, and constructed, or in laying or          causing  to be  laid  cables,  amplifiers  and  joint  housings,  or in          installing or causing to be installed cable system equipment, and shall          include:

         (i)    the  costs  incurred  under  the  terms  of  the  TAT-14  MOU as                 identified in the TAT-14 budget;          (ii)   those costs payable to the Supplier  under the Supply  Contract,                 and

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 16

         (iii)  other costs incurred under the direction of the Managing  Group,                 or the  Procurement  Group,  and those  capital  costs  directly                 incurred by the Terminal  Parties,  the CBP, the NA or any Party                 authorized  by the  Managing  Group,  which  shall  be fair  and                 reasonable in amount and not included in the Supply Contract and                 which have been directly and reasonably incurred for the purpose                 of,  or  to  be   properly   chargeable,   in  respect  of  such                 engineering, provision, construction, installation and laying of                 Segment S of  TAT-14.  Such  costs  shall  include,  but are not                 limited  to,  the  costs  of  engineering,   design,  materials,





                manufacturing, procurement and inspection, installation, removal                 (with appropriate  reduction for salvage),  cable ship and other                 ship costs,  route surveys,  burying,  testing  associated  with                 laying or installation, customs duties, taxes (except income tax                 imposed upon the net income of a Party),  appropriate  financial                 charges  attributable to other Parties' shares of costs incurred                 by the  Terminal  Parties or any other Party  authorized  by the                 Managing  Group,  at the  rate at  which  such  Party  generally                 incurred   such   financial   charges,   supervision,    billing                 activities, overheads and insurance or a reasonable allowance in                 lieu of insurance,  if such Party elects to carry a risk itself,                 being a risk against  which  insurance is usual or recognized or                 would have been  reasonable.  Such  costs  shall  include  costs                 incurred by the Parties in the holding of the Data Gathering and                 the General Committee  meetings but excluding  attendance by the                 Parties' representatives at such meetings. Such costs shall also                 include costs incurred by the Parties in holding the meetings of                 the Managing Group, the Procurement Group and its Working Groups                 and   the   preparation   and   attendance   by   the   Parties'                 representatives at such meetings.

13.2     Capital  costs shall  exclude  costs  incurred  by the Parties  holding          meetings  of the AR&R  Subcommittee  and F&A  Subcommittee  established          pursuant to Subparagraph 7.2 of this Agreement or the attendance by the          Parties' representatives at such meetings.

13.3     Any  amounts  received  by,  or  credited  to,  a Party or the CBP as a          consequence  of  letters of  guarantee,  liquidated  damages,  or other          similar  amounts  resulting  from the failure of the  Supplier to fully          perform  any  provision  of the Supply  Contract,  shall  accrue to the          benefit of all the Parties in accordance with Schedule B.

13.4     The cost of repair or replacement of any part of TAT-14 in the event of          damage or loss arising during construction, laying, burying, installing          and the bringing into operation of TAT-14,  which is attributable under          the Supply  Contract to the  Parties,  shall be regarded as part of the          capital costs for the purpose of Subparagraph  13.1. Any of the Parties          may at its own  expense  insure  against  such  risks so far as its own          share of costs is concerned. Should the Managing Group agree to jointly          insure against such risks, the cost of such insurance will form part of          the capital costs referred to in Subparagraph 13.1.

14       ALLOCATION AND BILLING OF SEGMENTS CAPITAL COSTS

14.1     The capital  costs of Segment S of TAT-14,  as defined in Paragraph 13,          including any additional  work or property  incorporated  subsequent to          the RFPA Date

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 17

         by  agreement  of the  Parties,  shall be borne by the  Parties  in the          proportions set forth in Schedule B.

14.2     The CBP will receive  invoices  from the Supplier for the costs due and          included in the Supply  Contract.  The Parties  shall  promptly  render          invoices to the CBP for the cost of items directly  incurred by them in          accordance with Subparagraph  13.1. The CBP shall promptly render bills          to each of the Parties for such Party's pro rata share of costs due and          included in the invoices it has received in accordance with Schedule B.          Such bills shall contain a reasonable  amount of detail to substantiate          them.  On the basis of such bills,  each Party shall pay to the CBP the          amount  owed  within  forty-five  (45)  days from the date the bill was          rendered by the CBP in the currency shown on the respective bill.

14.3     For the purpose of this Agreement, financial charges shall be computed,          as appropriate,  at a rate equal to the lowest publicly announced prime          rate  or  minimum  commercial  lending  rate,  however  described,  for          ninety-day  loans on the 1st working day of each month of the period to          be  considered  in the Country and in the currency in which the bill is          rendered.  With respect to the Parties  rendering  invoices  under this          Agreement,  Annex 7 specifies those rates. If the Managing Group should          authorize a Party in a Country other than those Parties listed in Annex          7 to render  invoices,  the Managing Group shall specify the applicable          rates.

14.4     For the  purposes of this  Agreement,  paid shall mean that the funds          are available for immediate use by the recipient.

14.5     Bills not paid when due shall accrue extended  payment charges from the





         day  following  the date on which  payment was due in  accordance  with          Subparagraph  14.2 until the day on which it is paid.  For the purposes          of this Agreement, extended payment charges shall be computed at a rate          equal to 150 % of the  appropriate  financial  charges as  indicated in          Subparagraph 14.3 on the day following the date payment of the bill was          due. In the event that applicable law allows the imposition of extended          payment  interest  charges only at a rate less than that established in          accordance with this Subparagraph, extended payment charges shall be at          the  highest  rate  permitted  by such  applicable  law.  In this case,          appropriate  documents to  demonstrate  the  applicability  of such law          shall be provided by the concerned Party.

14.6     Extended payment charges recovered by the CBP, in excess of the amounts          paid or due, excluding interest paid by whichever Party or Parties have          covered  the deficit in the  intervening  period,  shall  accrue to the          benefit of all the Parties in accordance with Schedule B.

14.7     Procedures for rendering  credits for refunds of appropriate  financial          charges and bills for extended payment charges will be developed by the          CBP in conjunction with the F&A Subcommittee.

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 18

14.8     As soon as practicable  after the RFPA Date, the amount of each Party's          share of the costs of Segment S shall be computed by the CBP which will          make appropriate  adjustments and render any necessary bills or arrange          for any necessary refunds by way of final settlement in order that each          Party  may  bear its  appropriate  share of the  costs as  provided  in          Subparagraph 14.1.

14.9     A bill shall be deemed to have been accepted by the Party to whom it is          rendered if that Party does not present a written  objection to the CBP          on or before  fifteen  (15) days prior to the date when payment is due.          If such  objection  is made,  the  Parties  concerned  shall make every          reasonable effort to settle promptly the dispute concerning the bill in          question.  If the  objection is sustained and the billed Party has paid          the  disputed  bill,  the agreed  upon  overpayment  shall be  refunded          promptly to the objecting  Party by the billing Party together with any          financial charges calculated thereon at a rate determined in accordance          with  Subparagraph  14.3 of this  Agreement from the date of payment of          the  bill  to the  date on  which  the  refund  is  transmitted  to the          objecting Party. If the objection is not sustained and the billed Party          has not paid the disputed bill,  said Party will pay such bill promptly          together with any extended payment charges calculated thereon at a rate          determined in accordance with  Subparagraph 14.5 of this Agreement from          the day  following  the date on which payment of the bill was due until          paid.  Nothing in this  Subparagraph  shall relieve a Party from paying          those parts of a bill that are not in dispute.  The  provisions of this          Subparagraph  shall be  without  prejudice  to the  rights of any Party          pursuant to Paragraph 21 of this Agreement.

15       TRANSIT FACILITIES TO EXTEND TAT-14 CAPACITY AND CONNECTION WITH INLAND          SYSTEMS

15.1     The Terminal  Parties shall use all  reasonable  efforts to furnish and          maintain, or cause to be furnished and maintained, in working order for          the other Parties and for the Purchasers in TAT-14, for the duration of          this Agreement,  the necessary facilities in their respective Countries          as may be reasonably required for extending capacity in TAT-14 assigned          to  such   Parties  or   Purchasers   for  the   purpose  of   handling          communications  transiting  the  Country  involved.  No Party  shall be          required under this Agreement to furnish such transit facilities in its          Country to other Parties or Purchasers of its own Country.

15.2     Such facilities  referred to in Subparagraph 15.1 shall be suitable for          extending  capacity in TAT-14 and shall be furnished and  maintained on          terms  and  conditions  which  shall be no less  favorable  than  those          granted to other ITEs for  transmission  facilities of similar type and          quantity  transiting the Country.  Such terms and conditions  shall not          override  any  applicable  governmental  laws  and  regulations  in the          Country in which the facilities are located.

15.3     Each  Terminal  Party  shall  provide,  within the Country of its Cable          Station,  connection to TAT-14 at the SDH Interface  Equipment  levels,          VC12,  VC3 or VC4  levels,  to  Parties  and  Purchasers  on terms  and          conditions  to be agreed by the  Terminal  Party and the other Party or          Purchaser under a separate agreement.

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September 2, 1998                                                        Page 19

15.4     The Terminal  Parties shall, at its own expense,  on or before the RFPA          Date do or cause  to be  done,  all  such  acts  and  things  as may be          necessary  within  its  operating  territory  to provide  and  maintain          throughout the period of this Agreement suitable connection of capacity          in, or  connected  with  capacity  in TAT-14  with  appropriate  inland          communications facilities in its operating Country.

15.5     Upon  request,  each  Terminal  Party  in its  Country  shall  make all          reasonable efforts to provide to other Parties or Purchasers, or Agents          of the Parties or Purchasers from such Terminal Party's Country, access          to  TAT-14  in the  vicinity  of its  Cable  Station  (not  necessarily          co-located) at the level of a Basic System Module or multiples thereof,          given  that the  requesting  Party  or  Purchaser  has the  appropriate          capacity  assigned to it. Such facilities shall be provided in a timely          manner  and for the  duration  of this  Agreement  under  the terms and          conditions  to  be  negotiated   and  agreed  between  the  Parties  or          Purchasers concerned under a separate agreement.

15.6     As U.S. Terminal  Parties,  AT&T and SPRINT shall provide to other U.S.          Parties,  upon request,  suitable space and connection  with TAT-14 for          operating and technical control purposes relating to capacity assigned,          or to be assigned,  to them in TAT-14.  AT&T and SPRINT  shall  provide          such space in a building  separate,  but adjacent to its cable  station          and located on the land which forms a part of Segments T1 and T2. These          U.S.  Parties  shall have the right to provide  their own personnel and          equipment in such space.  Such U.S.  Parties shall  reimburse  AT&T and          SPRINT  for the  reasonable  costs  incurred  by  AT&T  and  SPRINT  in          providing  such space and  connection  pursuant to this  Paragraph  15,          including but not limited to, the costs of any additional building that          may be reasonably required

15.7     The Managing Group is responsible  for  determining and setting service          level objectives for access and activation  intervals  jointly with the          Terminal Parties.

16       OPERATION AND MAINTENANCE OF SEGMENTS T AND S

16.1     The  Terminal  Parties,  on behalf of the Parties and  Purchasers,  are          responsible for operation and maintenance as follows:

         (i)    Sprint shall be responsible for Segment T1;          (ii)   AT&T shall be responsible for Segment T2;          (iii)  BT shall be responsible for Segment T3;          (iv)   FT shall be responsible for Segment T4;          (v)    KPN shall be responsible for Segment T5;          (vi)   DTAG shall be responsible for Segment T6;          (vii)  Telia shall be responsible for Segment T7;

16.2     Each  Terminal  Party shall also be  responsible  for the operation and          maintenance  of that portion of Segment S beginning  at its  respective          Cable Landing Point and

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 20

         extending to its respective Segment T, on behalf of the Parties and the          Purchasers.

16.3     All Terminal Parties as the Maintenance  Authorities,  acting on behalf          of the Parties and  Purchasers,  shall be jointly  responsible  for the          operation  and  maintenance  of  Segment  S from the  respective  Cable          Landing  Points  and  extending  seaward,   and  shall  undertake  such          activities necessary for the continued operation of TAT-14.

16.4     Sixty (60) days before the RFPA Date the Maintenance  Authorities shall          submit for review by the Procurement Group and approval by the Managing          Group appropriate  practices and procedures for the continued operation          and  maintenance of Segment S. The Maintenance  Authorities  shall each          provide  information to the  Procurement  Group regarding the practices          and  procedures  for the continued  operation and  maintenance of their          respective  Segments.  The  Maintenance  Authorities  shall  also  each          develop  and  furnish  such  budgetary  estimates  of the  cost of such          operation  and   maintenance  of  TAT-14  as  the  Managing  Group  may          reasonably   request  and   provide   this   information   to  the  F&A          Subcommittee.  Following  the RFPA Date,  the  Maintenance  Authorities          shall each  provide  the  Managing  Group  with such  reports as it may





         reasonably require on the operation and maintenance of TAT-14 including          any proposals for planned  repair or  improvement  work,  together with          appropriately revised budgetary estimates relating to the operation and          maintenance  of  TAT-14  and  the  inclusion  of  TAT-14  in any  cable          maintenance agreements.  The Procurement Group may review and amend the          practices and procedures  for the operation and  maintenance of Segment          S, subject to the approval of the Managing  Group.  The Managing  Group          may revise the  allocation  of  responsibility  for the  operation  and          maintenance of Segment S.

16.5     The   Maintenance   Authorities,   individually   or   collectively  as          appropriate,  shall each use all  reasonable  efforts to  maintain,  or          cause to be  maintained,  economically  the  Segments for which each is          responsible,  in efficient  working order.  Each Maintenance  Authority          shall  discharge  its   responsibility  in  a  manner  consistent  with          applicable international submarine cable maintenance practices and with          an objective of achieving effective and timely repairs when necessary.

16.6     The  Maintenance  Authorities  shall  have  the  right  to  temporarily          de-activate  Segment S, or any part thereof,  in order to perform their          duties  as  Maintenance  Authorities.   Prior  to  such  de-activation,          reasonable notice shall be given to and coordination shall be made with          the other  Parties.  To the extent  possible,  sixty (60) days prior to          initiating  action,  the  Maintenance  Authority(ies)  shall advise the          other Parties in writing of the timing, scope, and costs of significant          planned  maintenance  operations,  of  significant  changes to existing          operation and maintenance methods, and of contractual  arrangements for          cable ships that will or may have a significant  impact on operation or          maintenance costs. Should one or more Parties representing at least 5 %          of the total  voting  interests  specified in Schedule B wish to review          such an  operation  or change  prior to its  occurrence,  such Party or          Parties  shall  notify the  Maintenance  Authorities  involved  and the          Managing  Group  chairperson in writing within thirty (30) days of such          advice.  Upon such  notification,  the  Managing  Group shall  initiate          action to convene an ad hoc meeting for such review.

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16.7     Each  Maintenance  Authority  shall  have  prompt  access to all system          maintenance  information,  necessary to the  performance of its duties,          appropriate to those parts of TAT-14 not covered by its authority.

16.8     No Party shall be liable to any other Party or  Purchaser  for any loss          or damage sustained by reason of any delay in provision,  failure in or          breakdown of the facilities  constituting TAT-14 or any interruption of          service,  whatsoever  shall be the cause of such failure,  breakdown or          interruption, and however long it shall last.

16.9     In the event of a failure or  breakdown of any of such  facilities,  if          the responsible Maintenance Authority fails to restore those facilities          to efficient working order and operation within a reasonable time after          having  been  called  upon  to do so by any  Party  or  Purchaser,  the          Managing  Group may, to the extent that it is practical to do so, place          or cause to be placed,  such facilities in efficient  working order and          operation and charge the Parties their proportionate shares of the cost          reasonably incurred in doing it.

16.10    Each Party, at its own expense,  and upon reasonable  advance notice to          the relevant Maintenance  Authorities,  shall have the right to inspect          from time to time the operation and  maintenance  of any part of TAT-14          and to obtain copies of the maintenance records. For this purpose, each          Maintenance  Authority  shall  retain  significant  records,  including          recorder charts,  for a period of not less than five (5) years from the          date of the record.  If these  records are destroyed at the end of this          period,  a summary of important items shall be retained for the life of          TAT-14.

16.11    Each Maintenance  Authority shall be authorized to pursue claims in its          own name, on behalf of the Parties,  in the event of any damage or loss          to TAT-14 and may file  appropriate  lawsuits or other  proceedings  on          behalf of the Parties.  Subject to obtaining the prior  concurrence  of          the Managing  Group,  a Maintenance  Authority may settle or compromise          any claims and execute releases and settlement  agreements on behalf of          the Parties as  necessary  to effect a settlement  or  compromise.  Any          money  ordered by the  tribunal or under a  settlement  approved by the          Managing  Group shall be shared  among all Parties in  accordance  with          Schedule B.

16.12    The Maintenance  Authorities shall be entitled to enter into agreements          in respect of the crossing of Segment S with undersea plant (including,          but not  limited  to,  pipelines)  with the owners of such  plant.  The          Maintenance  Authorities  may sign such agreements on behalf of all the          Parties  after  agreement by the Managing  Group and shall  provide the





         Parties with copies of such agreements on request.

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17       OPERATION AND MAINTENANCE COSTS OF SEGMENT S - ALLOCATION AND BILLING

17.1     The  operation and  maintenance  costs for Segment S shall be shared by          the Parties in the  relevant  proportions  specified in Schedule B. The          Managing  Group shall be  responsible  for  determining  the method and          procedure  for  the  charging  of  O&M  costs  to  Purchasers  and  the          distribution  of any credit to the Parties in accordance  with Schedule          B.

17.2     The operation and maintenance  costs to which  Subparagraph 17.1 refers          are the costs  reasonably  incurred in operating  and  maintaining  the          facilities  involved,  including,  but  not  limited  to,  the  cost of          attendance,  testing,  adjustments,  repairs (including repairs at sea)          and replacements,  cable ships (including standby costs), re-burial and          the replacement of plant, cable depots,  maintenance and repair devices          that are or may  hereafter  become  available,  customs  duties,  taxes          (except  income tax imposed upon the income of a Party) paid in respect          of such facilities,  billing activities,  appropriate financial charges          attributable   to  other  Parties'   shares  of  costs  incurred  by  a          Maintenance Authority at the rate at which the appropriate  Maintenance          Authority  generally  incurred  such  financial  charges,  supervision,          overheads  and costs and  expenses  reasonably  incurred  on account of          claims made by or against other  persons in respect of such  facilities          or any part thereof and damages or compensation  payable by the Parties          concerned  on account of such claims and costs for the  Managing  Group          and the NA costs, General Committee meeting costs, expenses and damages          or compensation  payable to the Parties on account of such claims shall          be shared by them in the same  proportions  as they share the operation          and  maintenance  costs of the  relevant  Segment S under  Subparagraph          17.1.

17.3     The Managing  Group may  authorize  the  provision of special tools and          test  equipment for use on board cable ships which are required for the          maintenance  and repair of TAT-14.  The related costs may include,  but          not be limited to, the costs, or an appropriate share thereof,  for the          provision, storage and maintenance of this equipment.

17.4     The Maintenance Authorities  individually,  the Terminal Parties or the          CBP, as  appropriate,  shall bill the Parties in  accordance  with this          Paragraph 17. Bills shall not be rendered more  frequently  than once a          quarter and shall be paid by the end of the month  following  the month          in which the bills were rendered.  The billing procedures  specified in          Subparagraphs  14.3,  14.4,  14.5,  and 14.9 shall be applicable to all          bills rendered pursuant to this Paragraph 17.

18       USE OF SEGMENTS T1 TO T7; COSTS, ALLOCATION AND BILLING

18.1     The owners of Segments T1 to T7, respectively,  as defined in Paragraph          5, hereby grant the Parties,  commencing on the RFPA Date or the date a          Party  places any of its  capacity  into  operation,  whichever  occurs          first, and continuing for the term of this Agreement,  the right to use          such  Segments  for the  purpose of using its  Allocated  Capacity  and          carrying on the related  activities,  in accordance with this Agreement          as provided in this Paragraph 18 at no additional cost unless

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 23

         otherwise  identified in this Paragraph 18 (hereinafter  referred to as          Cable Station Right of Use).





18.2     For the use of Segments T1 to T7, the  respective  Terminal Party shall          identify  the charge to cover  capital  costs and cost of  maintenance,          supervision and operation of that Segment.

18.3     The  Procurement  Group is responsible  for submitting all the detailed          costs of the  Cable  Stations  to the  Managing  Group for  review  and          approval.

18.4     The capital  costs  associated  with Segments T1 to T7 will be borne by          the Parties in accordance with Schedule B.

18.5     The operation and maintenance  costs  associated with Segments T1 to T7          will be  borne  by the  Parties  in  accordance  with  Schedule  B. The          Managing  Group shall be  responsible  for  determining  the method and          procedure  for  the  charging  of  O&M  costs  to  Purchasers  and  the          distribution  of any credit to the Parties in accordance  with Schedule          B.

18.6     In  determining  the  charge of the  Cable  Station  Right of Use,  the          Terminal  Parties  have taken into  account the  estimated  cost of the          provision and  construction of each of the Cable  Stations,  or causing          them to be provided and  constructed,  and  installing or causing to be          installed  Cable Station  equipment,  in accordance with the accounting          practices of each Terminal  Party.  This includes all such  expenditure          reasonably  incurred  and  includes but is not limited to, the purchase          costs of land,  building  costs,  access  road,  cable  rights  of way,          amounts  incurred  for  development,  engineering,  design,  materials,          manufacturing, procurement and inspection, installation, removing (with          appropriate   reduction   for   salvage),   testing   associated   with          installation, customs duties, taxes (except income tax imposed upon the          net income of a Party),  appropriate  financial  charges,  supervision,          overheads and insurance or a reasonable  allowance in lieu thereof,  or          losses  against  which  insurance  was not  provided,  or for  which an          allowance in lieu thereof was not provided. Such charges shall be borne          by the Parties in the proportions specified in Schedule B.

18.7     In determining the operation and maintenance  cost of the Cable Station          Right of Use, the Terminal  Parties shall take into account an estimate          of  costs   reasonably   incurred  in  operating  and  maintaining  the          facilities  involved,  including,  but  not  limited  to,  the  cost of          attendance,  testing,  adjustments,  repairs and replacements,  customs          duties,  taxes  (except  income tax as imposed upon the net income of a          Party)  paid  in  respect  of  such  facilities,   billing  activities,          administrative  costs,  appropriate  financial  charges,  and costs and          expenses  reasonably  incurred  on account of claims made by or against          other persons in respect of such  facilities  or any part thereof,  and          damages or  compensation  payable by the  Terminal  Party on account of          such claims, costs, expenses, damages, or compensation payable to or by          the Terminal Party on account of claims made against other persons.

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18.8     Where  the use of a Cable  Station  or of  certain  equipment  situated          therein, such as power supply or testing and maintenance equipment,  is          shared by TAT-14 and other  communications  systems terminating at that          Cable Station, the Cable Station Right of Use capital and operating and          maintenance  charges  shall  reflect the  pro-rata  share of the common          costs attributable to TAT-14.

18.9     If any of the Cable  Stations  are not  available  for the  landing and          termination of TAT-14 for any reason,  the relevant  Terminal Party, in          agreement with the other Parties,  shall take all necessary measures to          ensure that another suitable Cable Station will be available for TAT-14          on fair and equitable terms for the duration of this Agreement.

18.10    Nothing  contained  in this  Agreement  shall be  deemed to vest in any          Party, other than the owner of the relevant Segment, any salvage rights          in Segments T1 to T7 or in the respective Cable Station or in any Cable          Station substituted for any of them.

18.11    Payments due under this  Paragraph 18 shall be made in accordance  with          the following principles:

         (i)    On the RFPA Date, or as soon after as  practicable  but no later                 than one (1) year after RFPA,  the Terminal  Parties will submit                 invoices to the CBP for their capital cost of the Cable Stations                 Right of Use. In the event a Terminal  Party  incurs  additional                 capital  costs  related  to TAT-14  after the RFPA  Date,  these                 invoices  shall  also  be  submitted  to  the  CBP  as  soon  as                 practicable;





         (ii)   by the 1st of April of each  year,  the  Terminal  Parties  will                 submit  invoices to the CBP for their O&M charges  incurred  for                 the Cable Stations Right of Use for the previous calendar year;          (iii)  the  Parties  shall be  billed  individually  by the CBP for the                 Cable  Station  Right of Use  operation  and  maintenance  costs                 shared in the proportions specified in Schedule 13;          (iv)   the billed  Party shall pay such bills to the CBP, by the end of                 the month  following the month in which the bills were rendered.                 A bill shall be payable in the currency in which it is rendered;

         (v)    the Terminal Parties will be reimbursed by the CBP;

         (vi)   the billing  procedures  specified in Subparagraphs  14.3, 14.4,                 14.5,  and 14.9 of this  Agreement  shall be  applicable  to all                 bills rendered pursuant to this Paragraph 18.

18.12    Each  Terminal  Party agrees to grant a Cable  Station  Right of Use to          TAT-14 Purchasers  pursuant to the terms and conditions of the Purchase          Contract.

19       KEEPING AND INSPECTION OF BOOKS

19.1     For the items specified in the Supply Contract,  the Procurement  Group          shall ensure that the Supply Contract requires the Supplier to keep and          maintain such books, records, vouchers and accounts of all the incurred          costs with respect to

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 25

         the engineering,  provision and installation of facilities in Segment S          of TAT-14 for a period of five (5) years from the RFPA Date.

19.2     The Procurement  Group shall ensure that the Supply  Contract  requires          the Supplier to obtain from its  contractors  and  subcontractors  such          supporting  records  as are  specified  in  Subparagraph  19.1  of this          Agreement  and to maintain  such records for a period of five (5) years          from the RFPA Date.

19.3     The  Procurement  Group  shall  ensure that the Supply  Contract  shall          afford the  representatives  designated by the Managing Group the right          to review the books,  records,  vouchers  and  accounts  required to be          kept,  maintained and obtained pursuant to Subparagraphs  19.1 and 19.2          of this Agreement.

19.4     Each Terminal Party and any other Party having properly  incurred costs          for  implementation of TAT-14 as authorized by the Managing Group shall          each keep and maintain  such books,  records,  vouchers and accounts of          all Segment S costs as defined in  Paragraph 14 of this  Agreement  and          Segments T1 to T7 costs,  which they incur and are not  included in the          Supply  Contract  for a period of five (5) years  from the RFPA Date or          the date the work is completed, whichever is later.

19.5     The CBP shall keep and  maintain  such  books,  records,  vouchers  and          accounts with respect to its billing of costs  incurred by the Terminal          Parties and any other Party having incurred costs for implementation of          TAT-14 as authorized by the Managing Group and costs billable under the          Supply  Contract  for a period of five (5) years  from the RFPA Date or          the date on which the work is completed, whichever is later.

19.6     With  respect  to  operation  and  maintenance  costs of  Segment S and          Segments T1 to TT such books,  records,  vouchers and accounts of costs          as are  relevant  shall  be  kept  and  maintained  by the  Maintenance          Authorities  for a period of five (5) years  from the date on which the          corresponding bills were rendered to the Parties.

19.7     Any Party keeping and maintaining books, records, vouchers and accounts          of  costs  pursuant  to  Subparagraphs  19.4,  19.5  and  19.6  of this          Agreement  shall  afford the  Parties  the right to review at their own          expense  said  books,  records,  vouchers  and  accounts  of  costs  in          accordance   with  the  audit   procedures   established   by  the  F&A          Subcommittee.

20       CURRENCY AND PLACE OF PAYMENT

         Amounts due under this  Agreement  shall be payable in US dollars.  The          Managing Group may vary these procedures at its discretion. Bills shall          be payable to the designated office or account of the payee.

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21       DEFAULT OF PAYMENT

21.1     If any Party fails to make any payment  required by this  Agreement  on          the date when it is due and such default  continues  for a period of at          least two (2) months  after the date when  payment  is due,  the CBP or          billing Party shall notify the billed Party in writing of its intent to          notify  the  Managing  Group of the status of the matter and to request          the  reclamation of capacity,  as provided for in this Paragraph 21, if          full  payment  is  not   received   within  four  (4)  months  of  such          notification  to the billed  Party.  If full  payment  is not  received          within such  specific  period,  the billing Party or CBP may notify the          Managing  Group  of the  status  of the  matter  and  request  that the          Managing  Group  reclaim  the  capacity  in  TAT-14   assigned  to  the          defaulting Party.

21.2     The  Managing  Group shall have the option of  reclaiming  the capacity          assigned  to a Party that is in default  with any  payment  required by          this  Agreement  or is in default  with any other  material  obligation          under this  Agreement,  if such default has existed for a period of six          (6)  months.   The  Managing  Group  shall  consider  any   extenuating          circumstances  not within the specific  control of the defaulting Party          and the  interests of any Party or Parties  that have jointly  assigned          capacity with the  defaulting  Party in  determining  whether or not to          reclaim  the  capacity  assigned  to such  defaulting  Party.  Prior to          reclaiming  the capacity  the  Managing  Group will notify the Party in          writing that it is in default and of the intent to reclaim the capacity          after one (1) month.  The Managing Group shall  determine  arrangements          for disposition of any reclaimed capacity.  The remaining Parties shall          not be  obliged  to make any  payment  to a  defaulting  Party  for the          reclaimed capacity.  Except for the rights and obligations as specified          in Paragraphs 25 and 29 the rights and obligations under this Agreement          of a defaulting  Party shall  terminate at the time the Managing  Group          reclaims all of the capacity previously assigned to a defaulting Party.          This Agreement shall be appropriately amended to reflect the default of          a Party and the  reallocation  of  interests  pursuant to  arrangements          determined by the Managing Group.

22       LIABILITY

22.1     No Party  excludes or  restricts  its  liability  for death or personal          injury  resulting  from its own  negligence.  Subject to the  preceding          sentence, no Party shall be liable to any other Party in contract, tort          or otherwise including any liability for negligence for any indirect or          consequential loss or damage including, without limitation,  corruption          or loss of data,  loss of profit,  loss of  anticipated  savings all in          connection with this Agreement,  caused by its own acts or those of any          of its auxiliaries, such as employees, servants or agents. Furthermore,          no Party  shall be  liable  to any  other  Party in  contract,  tort or          otherwise for any direct damage unless and to the extent it is based on          intent or gross negligence. In no event shall any employee,  servant or          agent of a Party be  liable to  another  Party  for any  negligence  or          intent in connection with this Agreement.

22.2     No Party  shall be liable to any other  Party for any matter  resulting          from planned interruptions of TAT-14 including but not limited to final          acceptance tests.

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23       FORCE MAJEURE

         If any Party cannot fulfill its obligations in this Agreement due to an          event  beyond its  reasonable  control,  including,  but not limited to          flood,  exceptionally  severe  weather,  hurricane,   explosion,  civil          disorder,  war or military  operations,  national  or local  emergency,          action or inaction of government or other competent authority, it shall          not be liable to the other  Parties  for such  delay in  performing  or          failure to perform and shall give  notice to the other  Parties as soon          as reasonably practicable after the event has occurred.

24       SETTLEMENT OF CLAIMS BY THE PARTIES

24.1     Each Party shall indemnify and hold harmless the other Parties and each          of their  employees,  servants  and  agents to the  extent  hereinafter          agreed,  from  and  against  all  claims,   demands,   actions,  suits,          proceedings,  writs,  judgment,  orders and  decrees  brought,  made or          rendered  against them or any of them by third parties and all damages,          losses  and  expenses  suffered  or  incurred  by  them  or any of them          howsoever  arising  out of or  related  to any  respect  of  providing,          constructing and maintaining TAT-14.





24.2     If any Party is obliged by a final judgment of a competent  tribunal or          under a settlement  approved by the Managing  Group,  to discharge  any          claim,   including  all  reasonable   costs  and  expenses   associated          therewith,  resulting from the  implementation  of this Agreement,  the          Party which has  discharged the claim shall be entitled to receive from          the  other  Parties  reimbursement  in the  proportions  as set  out in          Schedule B.

24.3     If any claim is brought  against  one or more  Parties  it shall,  as a          condition of reimbursement under Subparagraph 24.2, give written notice          thereof  to the  Managing  Group as soon as  practicable  and shall not          admit liability nor settle,  adjust or compromise the claim without the          approval of the Managing Group.

24.4     Before any Party  brings a claim  against any third party in respect of          loss or damage to any part of TAT-14,  it shall first  consult with the          Managing Group and shall not settle,  adjust or compromise such a claim          without its  consent.  Any money  received by the  claimant  Party as a          result  of an  award by a  competent  tribunal  or  under a  settlement          approved by the Managing Group shall be shared among the Parties in the          proportions of their  respective  ownership  shares in accordance  with          Schedule B.

24.5     In the  case  where a claim  is  brought  against  one of the  Terminal          Parties,  in its  capacity  as a  Maintenance  Authority  for TAT-14 in          respect of a  sacrificed  anchor  and/or  loss of, or damage to fishing          gear,  then such  Terminal  Party may settle such a claim for an amount          not greater than $ 25,000 on each  occasion or such an amount as agreed          by the Managing Group from time to time, and obtain reimbursement under          Subparagraph 24.2.

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25       DURATION OF AGREEMENT AND REALIZATION OF ASSETS

25.1     This Agreement  shall become  effective on the Effective Date and shall          continue in operation for at least a period of  twenty-five  (25) years          (hereinafter  called Initial Period) after the RFCS Date and shall be          terminable  thereafter by agreement of the Parties.  However, any Party          may terminate  its  participation  in this  Agreement at the end of the          Initial Period or at any time  thereafter by giving at least one year's          prior notice,  in writing,  to the other  remaining  Parties.  Upon the          effective  date  of  termination  of  participation  of  a  Party,  the          Schedules  of this  Agreement  shall  be  appropriately  modified.  The          remaining Parties shall assume the capital,  operation, and maintenance          interests of the Party  terminating its  participation in proportion to          their interests assigned  immediately  preceding such effective date of          termination,  except for the continuing  rights and  obligations of the          terminating Party as specified in Subparagraphs  25.4, 25.5 and of this          Agreement.  No credit  for  capital  costs will be made to a Party that          terminates its participation in accordance with this Subparagraph 25.1.          Termination of this Agreement or  termination of the  participation  of          any Party herein shall not terminate  Subparagraphs  25.4, 25.5 of this          Agreement or  prejudice  the  operation or effect  thereof or affect or          diminish any other right or obligation  of any Party hereto  accrued or          incurred prior to such termination.

25.2     This  Agreement may be terminated at any time during the Initial Period          by unanimous written agreement of the Parties.  If unanimous  agreement          cannot be reached  between all the Parties for the retirement of TAT-14          during its  intended  lifetime,  this  matter  will be  referred to the          General  Committee for resolution in accordance with  Subparagraph  6.6          but  in  this  case  requiring  a 85 %  majority  of the  total  voting          interests as specified in Schedule B.

25.3     If a Terminal  Party  terminates  its  participation  in this Agreement          after  the  Initial  Period,  pursuant  to  Subparagraph  25.1  of this          Agreement,  the Managing Group and said Terminal Party will negotiate a          reasonable  agreement  in order to ensure the  continuous  operation of          that Cable Station after the Initial Period.

25.4     The interests of a Party in Segment S which come to an end by reason of          the  termination  of its  participation  in this  Agreement,  or of the          termination of this Agreement,  shall be deemed to continue for as long          as is necessary for effectuating the purposes of Subparagraph 25.5.

25.5     Notwithstanding  Subparagraph  25.1 upon  termination of this Agreement          pursuant to this  Paragraph 25 the Parties  shall not be relieved  from          any liabilities, costs, damages or obligations which may arise pursuant          to  Paragraph  17 and/or in  connection  with  costs or claims  made by          persons with respect to TAT-14 or any part thereof,  or which may arise          in relation to TAT-14 due to any law,  order or regulation  made by any          government   or   international   legal   authority   pursuant  to  any          international  convention,  treaty or agreement.  Any such liabilities,          costs, damages or obligations shall be divided among the Parties in the





         proportions of their  respective  ownership  shares in accordance  with          Schedule B.

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26       RELATIONSHIP OF THE PARTIES

         The relationship  between or among the Parties hereto shall not be that          of partners or joint  ventures and nothing  herein  contained  shall be          deemed to constitute a  partnership  between them. In relation to third          parties, the Parties will not act as partners,  or as any kind of joint          legal entity. Any co-operation among the Parties in Committees,  Groups          or  Subcommittees  is  only  to  facilitate  the  performance  of  this          Agreement.

27       OBTAINING OF LICENSES

27.1     The Parties  shall at all times hold the  governmental  and  regulatory          approvals  necessary to operate as an ITE.  The Parties  shall make all          reasonable  efforts to obtain the  appropriate  consents,  governmental          authorizations,  licenses  and  permits  necessary  to carry  out their          duties under this Agreement.

27.2     The  Terminal  Parties  will  use  all  reasonable  efforts,  in  their          respective  Country,  to obtain  and to have  continued  in effect  all          governmental approvals, consents, authorizations, licenses, and permits          for  the  construction  and  operation  of  TAT-14  in  the  respective          Countries.

27.3     In the event that any Terminal  Party fails,  or is likely to fail,  to          obtain such approvals, consents,  authorizations,  licenses or permits,          that Terminal Party shall give  immediate  notice to the Managing Group          for it to take appropriate action pursuant to this Agreement.

28       PRIVILEGES FOR DOCUMENTS OR COMMUNICATIONS

         Each Party hereto specifically  reserves, and is granted by each of the          other Parties,  in any action,  arbitration or other proceeding between          or among  the  Parties  or any of them in a  Country  other  than  that          Party's own Country,  the right of privilege,  in  accordance  with the          laws of that  Party's own  Country,  with  respect to any  documents or          communications  which are material and pertinent to the subject  matter          of the action,  arbitration or proceeding as respects  which  privilege          could be claimed or  asserted  by that Party in  accordance  with those          laws, and such privilege, whatever may be its nature and whenever it be          claimed  or  asserted,  shall be  allowed  to that Party as it would be          allowed if the action, arbitration or other proceeding had been brought          in a court of, or before an arbitrator in, the Party's own Country.

29       CONFIDENTIALITY

29.1     All data and  information  that is acquired or received by any Party in          anticipation of or under this Agreement shall be confidential and shall          not be divulged in any

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 30

         way to any third party, without the prior written approval of the other          Parties,  nor shall it be used for any purpose beyond the scope of this          Agreement. Any Party may, without such approval, disclose such data and          information to:

         (i)    the employees of that Party; or          (ii)   the extent  required by any applicable  laws, or the requirement                 of any recognized  stock  exchange in compliance  with its rules                 and  regulations  or in the  case if a party  wholly  owned by a                 sovereign  government,  by the rules of governance of the Party,                 or          (iii)  any   government   agency  or  regulatory   authority   lawfully                 requesting such information or to which such  information  needs                 to be  submitted  in order to obtain  any  necessary  consent or                 approval', or          (iv)   any Court of competent  jurisdiction  acting in pursuance of its                 powers; or





         (v)    professional  advisors,  auditors  and  bankers or any bona fide                 intending  assignee  upon  obtaining  a similar  undertaking  of                 confidentiality; or          (vi)   the  extent  that  such data  and/or  information  is  generally                 available to the public.

         Any Party may disclose such data and information to such persons as may          be necessary in  connection  with the conduct of  operations  of TAT-14          upon  obtaining  a similar  undertaking  of  confidentiality  from such          persons.

29.2     Each Party shall remain bound by the  provisions  of this  Paragraph 29          during  the period of this  Agreement  and for the period of five years          following termination of this Agreement.

30       ASSIGNMENT OF RIGHTS AND OBLIGATIONS

30.1     No Party may assign,  sell, transfer or dispose of part or parts of its          rights or obligations under this Agreement except as otherwise provided          for in Paragraph 9.

30.2     A Party may assign the whole of its rights  under this  Agreement  to a          successor  by  law,  Subsidiary  or  Affiliate  of  such  Party,  or  a          corporation or an entity  jointly  controlling or under the same common          control as such Party,  provided that the assigning  Party shall remain          jointly and severally  liable with the assignee for the  performance of          this  Agreement for the duration of the  Agreement.  The Managing Group          may  decide  that the  assigning  Party  will not  remain  jointly  and          severally  liable  with  the  assignee  for  the  performance  of  this          Agreement for the duration of the Agreement provided that the assigning          Party will give  notice to the other  Parties in a timely  manner,  and          provided  that  the  assignee  agrees  in  writing  to be  bound by the          provisions of this Agreement.

30.3     Except in accordance  with  Subparagraph  30.2, no Party may assign the          whole of its rights under this Agreement without the written consent of          all the other Parties, such consent shall not be unreasonably withheld.

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30.4     If a governmental or other regulatory  approval is required lawfully to          effect  the  proposed   assignment,   the  assigning   Party  shall  be          responsible,  at its  own  expense,  for  preparing  and  pursuing  the          application  for such  approval.  Such  approval  shall be  obtained in          advance  of  the  assignment   unless  the  relevant   governmental  or          regulatory  authority  has  formally  indicated  in  writing  that  the          transfer may proceed in advance of the receipt of the formal approval.

30.5     In each such case of  assignment  written  notice shall be given to the          other Parties in a timely manner by the Party making said assignment.

31       WAIVER

         Silence,  lateness to invoke or the waiver by any Party of a breach of,          or a default  under,  any of the provisions of this  Agreement,  or the          failure of any Party, on one or more  occasions,  to enforce any of the          provisions  of this  Agreement  or to exercise  any right or  privilege          hereunder,  shall  not  thereafter  be  construed  as a  waiver  of any          subsequent breach or default of a similar nature, or as a waiver of any          such provision, right, or privilege hereunder.

32       COMMUNICATIONS

         Any notice under this Agreement shall be delivered by hand, first class          mail with postage  prepaid,  facsimile or e-mail and shall be deemed to          have been given:

         (i)    when  delivered if delivered by hand,  facsimile or e-mail (with                 receipt acknowledged); or;          (ii)   at the  expiration  of ten (10) days (or thirty (30) days,  if a                 notice  of  termination  of this  Agreement)  from  the  date of                 dispatch if delivered by mail.

33       PARAGRAPH HEADINGS, REFERENCES

         Headings  are inserted  for  convenience  only and shall not affect the          interpretation of this Agreement,  References to recitals, clauses, and          attachments  are to  recitals  and  clauses  of and  Schedules  to this





         Agreement.  Unless the context otherwise requires,  words importing the          singular  number  shall  include the plural and vice versa.  Unless the          context  otherwise   requires,   references  to  a  person  include  an          individual,  firm, body, corporation,  unincorporated association,  and          government or  governmental,  semi-governmental  or local  authority or          agency. Reference to the male shall include the female.

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34       SEVERABILITY

         If any of  the  provisions  of  this  Agreement  shall  be  invalid  or          unenforceable, such invalidity or unenforceability shall not invalidate          or render  unenforceable  the entire  Agreement,  but rather the entire          Agreement  shall  be  construed  as if not  containing  the  particular          invalid or  unenforceable  provision or provisions,  and the rights and          obligations of the Parties shall be construed and enforced accordingly.

35       EXECUTION OF AGREEMENT AND AMENDMENTS

35.1     Except for  revisions to the relevant  Schedules,  in  accordance  with          Paragraphs  9,  11 and 21 of this  Agreement,  the  provisions  of this          Agreement may be amended or supplemented  only by unanimous  consent of          all the Parties to this Agreement through an Amendatory Agreement. Such          an  Amendatory   Agreement   shall  be  signed  by  a  duly  authorized          representative  of each and every Party or by certain Parties on behalf          of all the Parties, as decided by the General Committee.

35.2     This Agreement and any Amendatory  Agreement  thereof shall be executed          in three  counterparts in English.  The NA, one Eastern  Terminal Party          and one Western Terminal Party shall receive originals. The NA shall be          the official custodian of the Agreement and shall accord access to such          Agreement and any Amendatory  Agreement.  The Parties to this Agreement          shall be  provided a certified  photocopy  of any  counterpart  and any          revised Schedules.

35.3     For revision to the relevant  Schedules,  in accordance with Paragraphs          9, 11 and 21 of this Agreement, the agreement in writing of the Parties          having  their  ownership   percentages   increased  or  their  capacity          assignment changed will be required to formalize the revised Schedules,          which will be considered as part of this Agreement, in substitution for          the preceding version of those Schedules.

36       INTERPRETATION OF THE AGREEMENT AND SETTLEMENT OF DISPUTES

36.1     The  construction,  interpretation  and  performance  of this Agreement          shall be governed by the laws of Switzerland,  except for its conflicts          of law principles.

36.2     Any dispute relating to this Agreement or its subject matter, including          disputes as to validity,  performance,  breach,  or termination,  which          cannot be settled by mutual  agreement  between the  Parties,  shall be          submitted to binding  arbitration  under the Rules of Conciliation  and          Arbitration of the International Chamber of Commerce as in force on the          date of the  commencement  of the  arbitration  and as modified by this          arbitration  clause. The appointing and administering body shall be the          International Chamber of Commerce.  There shall be only one arbitrator.          The  arbitration  shall  take  place in  Geneva,  Switzerland,  and the          proceedings shall be conducted in the English language. The award shall          be final and binding and the Parties hereby waive all means of recourse          to the courts of

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 33



         Switzerland or any other Country.  Jucgment on the award may be entered          in any court of competent Jurisdiction.

37       SUCCESSORS BOUND

         This Agreement  shall be binding on the Parties,  their  successors and          permitted assigns.





38       ENTIRE AGREEMENT

38.1     This  Agreement  represents  the  entire  understanding  and  agreement          between the Parties in relation to the matters  dealt with herein,  and          supersedes all previous representations, understandings and agreements,          whether oral or written, relating thereto.

38.2     It includes  the  following  documents  which are  attached  hereto and          incorporated herein by reference

                                    SCHEDULES

SCHEDULE A     PARTIES TO THE AGREEMENT

SCHEDULE B     VOTING INTERESTS, OWNERSHIP  INTERESTS IN SEGMENTS AND ALLOCATION                OF CAPITAL, OPERATING AND MAINTENANCE COSTS IN SEGMENTS S AND T.

SCHEDULE C     SUMMARY OF ALLOCATED CAPACITY

SCHEDULE C-1   SUMMARY OF ALLOCATED  CAPACITY  AS  ASSIGNED  AT THE TIME OF C&MA                SIGNING

                                     ANNEXES

ANNEX 1     TERMS OF REFERENCE FOR MANAGING GROUP

ANNEX 2     TERMS OF REFERENCE FOR THE PROCUREMENT GROUP

ANNEX 3     TERMS OF REFERENCE FOR THE AR&R SUBCOMMITTEE

ANNEX 4     TERMS OF REFERENCE FOR THE F&A SUBCOMMITTEE

- -------------------------------------------------------------------------------- September 2, 1998                                                        Paqe 34

ANNEX 5     TERMS OF REFERENCE FOR THE CENTRAL BILLING PARTY

ANNEX 6     TERMS OF REFERENCE FOR THE NETWORK ADMINISTRATOR

ANNEX 7     SOURCE OF FINANCIAL CHARGE RATES

ANNEX 8     INITIAL OWNERSHIP PRICING MATRIX

ANNEX 9     CAPACITY STRUCTURE

ANNEX 10    ORGANIZATION STRUCTURE

ANNEX 11    CONFIGURATION DIAGRAM

39       TESTIMONIUM

IN WITNESS  WHEREOF the Parties  have  severally  subscribed  these  presents or caused  them to be  subscribed  in  their  names  and on their  behalf  by their respective officers thereunto duly authorized.

     For and on behalf of      ABS Telecom plc

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

     For and on behalf of      AT&T Corp.

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

     For and on behalf of





     BARAK I.T.C

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

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 35

     For and on behalf of      BC TEL

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

     For and on behalf of      Belgacom S.A.

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

     For and on behalf of      BellSouth International, Inc.

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

     For and on behalf of      British Telecommunications pIc

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

     For and on behalf of      Cable & Wireless Global Network Organisation Limited

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

- -------------------------------------------------------------------------------- September  2, 1998                                                       Paqe 36

     For and on behalf of      Cable & Wireless, Inc.

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

     For and on behalf of      Carrier 1 AG

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

     For and on behalf of      COMPANHIA PORTUGUESA RADIO MARCONI, SA.

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





     For and on behalf of      Com Tech International Corporation

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

     For and on behalf of      CYPRUS TELECOMMUNICATIONS AUTHORITY

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

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 37

     For and on behalf of      Deutsche Telekom AG

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

     For and on behalf of      Energis Communications Limited

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

     For and on behalf of      Emirates Telecommunications Corporation - ETISALAT

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

     For and on behalf of      France Telecom

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

     For and on behalf of      GTE Intelligent Network Services Incorporated

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

- -------------------------------------------------------------------------------- September 2, 1998                                                         Page38

     For and on behalf of      Hellenic Telecommunications Organisation S.A.

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

     For and on behalf of IXC Communications, Inc.      For and on behalf of

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





     IXNET Limited

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

     For and on behalf of      Japan Telecom Co., Ltd.

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

     For and on behalf of      Kokusai Denshin Denwa Americas Inc.

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

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 39

     For and on behalf of      KPN Telecom B.V

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

     For and on behalf of      MCI International Inc.

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

     For and on behalf of      NTT Worldwide Network Corporation

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

     For and on behalf of      OY FINNET International AB

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

     For and on behalf of      Pacific Gateway Exchange

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

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 40

     For and on behalf of      Pacific Gateway Exchange Inc.

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





- -------------------------------------------------------------------------------- September 2, 1998                                                       Page 40a

     For and on behalf of      Rostelecom

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

     For and on behalf of      RSL Communications Limited

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

     For and on behalf of      Singapore Telecommunications Limited

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

     For and on behalf of      Slovenske Telecomunicatie s.e.

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

     For and on behalf of      Sonera Ltd.

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

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 41

     For and on behalf of      Sprint Communications Company L.P.

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

     For and on behalf of      STAR Telecommunications Inc.

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

     For and on behalf of      StarHub

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





     For and on behalf of      STARTEC GLOBAL COMMUNICATIONS CORPORATION

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

     For and on behalf of      Swisscom Ltd

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

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 42

     For and on behalf of      Swisscom North America Inc.

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

     For and on behalf of      Tele 2 AB

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

     For and on behalf of      TeleBermuda International Limited

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

     For and on behalf of      Tele Danmark A/S

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

     For and on behalf of      Telef6nica de Espana, S.A.

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

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 43

     For and on behalf of      Teleglobe USA

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

     For and on behalf of      Telenor Global Services AS

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





     For and on behalf of      Telesur

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

     For and on behalf of      TELIA AB (publ)

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

     For and on behalf of      Telia North America Inc.

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

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 44

     For and on behalf of      Transoceanic Communications Incorporated

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

     For and on behalf of      Turk Telekomunikasyon A.S.

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

     For and on behalf of      Ultrallne (Bermuda) Limited

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

     For and on behalf of      VIATEL

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

     For and on behalf of      Videsh Sanchar Nigam Limited

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

- -------------------------------------------------------------------------------- September 2, 1998                                                        Page 45 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

A: Should the Managing Group agree to jointly          insure against such risks, the cost of such insurance will form part of          the capital costs referred to in Subparagraph 13.1.
****
Q: 1                                                                     EXHIBIT 10.5

                                CORIO INC.                           LICENSE AND HOSTING AGREEMENT

     This License and Hosting Agreement (the AGREEMENT) is made and entered into as of October 29, 1999 (EFFECTIVE DATE) by and between Corio Inc., a Delaware corporation, having its principal place of business at 700 Bay Road, Suite 210, Redwood City, CA 94063 (CORIO) and Commerce One, Inc., a Delaware corporation having its principal place of business at 1600 Rivera Avenue, Walnut Creek, CA 94596 (COMMERCE ONE).

                                BACKGROUND

A.      Commerce One is the owner of certain proprietary software products (the         SOFTWARE as further defined below); and

B.      Corio wishes to obtain a license to use and host the Software on the         terms and conditions set forth herein in connection with the hosting         services that Corio will provide to its Customers (as defined below) and         Commerce One wishes to grant Corio such a license on such terms;

C.      The parties further wish to jointly market and promote the other party's         software and/or services as well as provide support and professional         services to Corio and its Customers in accordance with this Agreement.

     NOW, THEREFORE, for good and valuable consideration, the parties hereby         agree as follows:

1.      DEFINITIONS.

The following terms shall have the following meanings:

1.1     SOFTWARE USER means a named user of the Corio Services worldwide to         whom a user identification number and password has been assigned, which         permits that user to access and use the Software on a designated Corio         Server. The identification number and password used by a Software User         is reusable and reassignable and may be used and transferred by Corio,         in accordance with the licenses granted below, between Customers as one         Customer discontinues the Corio Services and another Customer         subscribes.

1.2     ASP means Application Service Provider.

1.2.5   APPLICATION MANAGEMENT REVENUE means net revenue Corio receives from         Customers for Tier One support of the Software and MarketSite Service,         operational support of the Software and MarketSite Service and basic         infrastructure support (hardware, database and operating system) for the         Software and MarketSite Service. Net revenue means all revenue received         by Corio from Customers for the Software and MarketSite Service, less         taxes, freight, insurance, refunds or credits and other non-product         items.

1.3     CORIO MARKET SEGMENT means those customers with annual sales revenues         of less than $1,000,000,000. For the purposes of this definition the         sales revenue shall apply to either the

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

                                     1

2         entire corporate entity or any separately reporting division. Corio         shall have the right to continue to support Corio Customers that have         annual sales revenues greater than $1,000,000,000 by way of either sales         growth or merger or acquisition of the Corio Customer. Corio and         Commerce One further agree that should Corio desire to sell Corio         Services to a parent company of a then current Corio Customer that is         above this sales revenue threshold, each such sales opportunity shall be         discussed as it arises.

1.4     CORIO SERVERS means the unlimited number of computer servers owned or         operated by or for Corio which will contain the installed Software (as         defined below) for access by Customers in connection with the Corio         Services.

1.5     CORIO SERVICES means the hosting services offered by Corio to its         Customers in which Corio allows Customers to access the Corio Servers.

1.6     CUSTOMER(S) means one or more customers of the Corio Services having         its principal executive offices in the Territory who obtains a         sublicense from Corio to use the Software or MarketSite.net Service, in         the Corio Market Segment.

1.7     DEMONSTRATION SOFTWARE means copies of the Software which are for         demonstration purposes only and which contain sample data and         transactions.





1.8     DOCUMENTATION means any on-line help files or written instruction         manuals regarding the use of the Software or MarketSite.net Service.

1.9     RELATIONSHIP MANAGERS means the appointed employee of each party, as         set forth on EXHIBIT A attached hereto and made a part hereof, who shall         be the primary contact for implementing and administering the terms and         conditions of this Agreement.

1.10    SOFTWARE means Commerce One's proprietary software described in         EXHIBIT A attached hereto and made a part hereof, in object code form         only, and any Updates or Upgrades (as defined below) thereto.

1.11    TERRITORY means the area in which the licenses granted herein are         applicable, currently limited to the geographic area of North America.

1.12    UPDATE(S) means any error corrections, bug fixes, modifications or         enhancements to the Software, which are indicated by a change in the         numeric identifier to the Software in the digit to the right of the         decimal, or any error corrections, bug fixes, modifications or         enhancements of the Software and MarketSite software used to operate the         MarketSite.net Service.

1.13    UPGRADE(S) means a release, function or version of the Software         designated as such by Commerce One which contains new features or         significant functional enhancements to the Software, which are indicated         by a change in the numeric identifier for the Software in the digit to         the left of the decimal, or a new release, function or version of the         MarketSite.net Service, which Upgrade is provided to Commerce One's         installed customer base for the Software and MarketSite software used to         operate the MarketSite.net Service. For the purposes of this Agreement,         Maintenance and Support means those services listed in EXHIBIT C and         the provision of Updates and Upgrades as called for by this Agreement

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

                                     2

3 2.      GRANT OF RIGHTS.

2.1     Hosting Software License. Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a fee-bearing, perpetual         and irrevocable, nonexclusive, nontransferable (except in accordance         with Section 14.1 of this Agreement), right and license in the Territory         to (i) reproduce the Software in machine executable object code format         only for installation on the Corio Servers; (ii) install multiple copies         of the Software on Corio's Servers which will be made remotely         accessible to Corio's Customers for their subsequent use, (iii) permit         limited access to and use of the Software and MarketSite.net Service by         Customers through Corio Servers; (iv) sublicense an unlimited number of         Customers to access and use the Software and MarketSite.net Service only         through the installation on Corio servers; and (v) use Commerce One's         tools and utilities, subject to any restrictions placed on the Commerce         One by third party software providers, to modify and manage the         Software. Except as specifically authorized by this Agreement, no         license is granted under this Agreement to Corio to distribute the         Software to its Customers or for use other than as part of the Corio         Services.

2.2     Internal Use License. Subject to the terms and conditions of this         Agreement, Commerce One grants to Corio a nonexclusive, nontransferable         (except in accordance with Section 14.1 of this Agreement),         royalty-free, fully paid up, perpetual right and license in the         Territory to reproduce, install and use additional copies of the         Software and Software tools and utilities, subject to any restrictions         placed on the Commerce One by third party software providers, in machine         executable object code for (i) Corio's internal business operations and         (ii) production, testing, development, upgrade, reporting and training.

2.3     Demonstration License. Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a nonexclusive,         nontransferable (except in accordance with Section 14.1 of this         Agreement) royalty-free, fully paid up right and license in the         Territory, on Corio Servers, to make a reasonable number of copies of         the Demonstration Software solely for demonstration purposes to         potential Customers. Demonstration Software shall be made available to         Corio's sales personnel and the parties agree to cooperate to make the         Commerce One demonstration database available to Corio sales personnel         on an ongoing basis.

2.4     Distribution License: Corio shall have the right to resell licenses for         Commerce One software, including Hosted BuySite, to any Corio Customer         in the Territory, [*]. Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a nonexclusive,         nontransferable (except in accordance with Section 14.1 of this         Agreement), right and license in the Territory to sell and distribute         such software licenses to Customers pursuant to this Section 2.4. Under         no circumstances shall Commerce One contact Corio Customers regarding a         non-ASP license sale, unless requested to do so by Corio. Further, if a         Corio Customer contacts Commerce One to purchase the Software license





     independent of the Corio Services, Commerce One shall immediately refer         that Customer to Corio.

2.5     Software User License Agreements. Corio shall make the Software and the         MarketSite.net Service on the Corio Servers remotely accessible to         Customers under the then current terms of its end user license         agreement. As to each Software User who is provided access to the         Software, Corio

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

                                    3

4         shall secure the Software User's consent to an end user agreement, which         provides that the Software User may access and/or use the Software and         MarketSite.net Service only under terms and conditions which include, at         a minimum, those set forth on EXHIBIT E (END USER LICENSE AGREEMENT)         and made a part hereof.

2.6     Access to MarketSite.net Service. For the fee set forth in Exhibit B         attached hereto and made a part hereof, Corio and its Customers shall         have unlimited access to Commerce One's MarketSite electronic catalogue         service, as available to Commerce One customers at the URL:         Marketsite.net, including without limitation, MarketSite.net Business         Transaction Services, MarketPack of Premium Supplier Catalogs, and         MarketSite Community Services (MarketSite.net Service) in accordance         with Commerce One's standard access procedures for its customers. In         addition, the parties shall share certain revenues related to purchases         made by Customers utilizing Commerce One's MarketSite.net Service, as         set forth in EXHIBIT B hereto.

2.7     Restrictions. Corio may not copy, distribute, reproduce, use or allow         access to the Software or the MarketSite.net Service except as         explicitly permitted under this Agreement, and Corio shall not, nor will         it permit any third party to, modify, adapt, translate, prepare         derivative works from, decompile, reverse engineer, disassemble or         otherwise attempt to derive source code from the Software or any         internal data files generated by the Software except as required by law.

2.8     Ownership. Commerce One hereby retains all of its right, title, and         interest in and to the Software, including all copyrights, patents,         trade secret rights, trademarks and other intellectual property rights         therein. All rights not expressly granted hereunder are reserved to         Commerce One. The Software and all copies thereof are licensed, not         sold, to Corio.

2.9     New Products. Updates and Upgrades to the Software and the         MarketSite.net Service and software are subject to the terms of this         Agreement and are included in the Maintenance and Support fees payable         by Corio. Commerce One agrees to license Corio to use future products         and solutions offered by Commerce One according to the license fees and         other terms and conditions as the parties may agree. These products and         solutions may include, but are not limited to the following: e-commerce,         and marketing and sales force automation solutions.

2.10    Expansion of Geographical Scope. The parties agree Corio may seek         permission to expand the scope of the licenses granted under this         Section 2 worldwide, at no additional cost to Corio, and maintaining the         revenue sharing provisions contained herein, and Commerce One shall not         unreasonably withhold its permission to expand all such licenses         worldwide at no additional cost to Corio. If and when localized versions         of the Software become available, these versions shall be made available         under the maintenance and support provisions of this Agreement.

3.      DELIVERY OF SOFTWARE.

3.1     Delivery and Acceptance. Commerce One shall issue to Corio, via         electronic means of delivery, as soon as practicable, one (1)         machine-readable copy of the Software, along with one (1) copy of the         on-line Documentation. Commerce One will provide Corio with one written         copy of the Documentation at no cost, and any additional written copies         at Commerce One's standard charges. Corio acknowledges that no copy of         the source code of the Software will be provided to

                                     4

5         Corio. Within thirty (30) days of delivery of the Software, but in no         event later than December 1, 1999, Corio shall test the Software for         conformance with the Documentation (Acceptance Test). If the Software         performs in substantial accordance with the Documentation, then Corio         shall notify Commerce One in writing of its acceptance of the Software.         In the event Corio finds material errors or defects with the Software,         Corio shall notify Commerce One in writing of such errors or defects and         provide adequate detail to facilitate Commerce One replicating the error         or defect. Upon receipt of written notice, Commerce One shall have         fifteen (15) days to correct the defect, reinstall the Software at the





     Corio site and re-perform the Acceptance Test. If Corio does not accept         the Software after the second Acceptance Test, a third Acceptance Test         will be performed. Notwithstanding the foregoing, all Acceptance Testing         shall be complete by December 30, 1999, and Corio shall notify Commerce         One in writing of it's acceptance or rejection of the Software no later         than December 31, 1999. If after the third Acceptance Test Corio does         not accept the Software, Corio may, at its sole option, elect to (i)         repeat the Acceptance Test or (ii) terminate the Agreement and receive a         refund of any fees paid to Commerce One as of such date. Both parties         acknowledge that any professional services provided to Corio subsequent         to the installation and acceptance of the Software are non-essential for         the purpose of the acceptance of the Software.

3.2     New Versions. Commerce One shall provide Corio with any pre-release         versions of relevant Updates or Upgrades of the Software. Commerce One         shall make these versions available to Corio to preview at the earliest         possible date. Commerce One shall provide all such Updates and Upgrades         to Corio free of additional charge and Corio shall, in its sole         discretion determine when, and if, to offer any such Updates and/or         Upgrades to its Customers.

3.3     Additional Materials. Commerce One shall use all commercially reasonable         efforts to promptly provide Corio with, at a minimum, the following: (i)         release notes; (ii) beta releases; (iii) contacts at beta customers,         when requested by Corio and subject to the approval of the Commerce One;         (iv) proactive bug notification; (v) software patches; (vi) release         documentation including technical reference manuals and user guides; and         (vii) all applicable data objects relevant to the Software. These         materials shall be provided at no cost to Corio.

4       FEES.

4.1     License Fees. In consideration for the licenses granted to Corio         pursuant to Section 2 of this Agreement, Corio shall pay the license         fees specified in EXHIBIT B hereto. Payment terms of such license fees         shall be as set forth in EXHIBIT B hereto.

4.2     Software Support and Maintenance Fees. Corio shall pay to Commerce One         an annual Software Maintenance and Support fee for the support services         to be provided by Commerce One specified in Exhibit C attached hereto         and made a part hereof, and Updates and Upgrades, according to the fees         set forth in Exhibit B hereto. Payment terms of annual Software         Maintenance and Support fees shall be as set forth in Exhibit B hereto.         Maintenance and Support shall automatically continue during the term of         this Agreement and thereafter, provided that Corio continues to pay the         annual Maintenance and Support fees contained in Exhibit B, attached         hereto.

4.3     Taxes. All fees are exclusive of any sales taxes, use taxes and any         other taxes and charges of any kind imposed by any federal, state or         local governmental entity for products and services

                                     5

6         provided under this Agreement, and Corio is responsible for payment of         all taxes concerning the Corio Services, excluding taxes based solely         upon Commerce One's income.

4.4     Audit Rights. Corio shall keep true and accurate books of accounts and         records for determining the amounts payable to Commerce One under this         Agreement. Such books and records shall be kept for at least three (3)         years following the end of the calendar month to which they pertain, and         shall be open for inspection by an independent certified public         accountant reasonably acceptable to Corio for the purpose of verifying         the amounts payable to Commerce One under this Agreement. Such         inspections may be made no more than once each calendar year, at         reasonable times and upon reasonable notice. Commerce One shall bear all         costs and expenses of such inspection. If any such inspection discloses         a shortfall or an overpayment, the appropriate party shall promptly pay         the amount of such shortfall or refund such overpayment. In addition, if         any such inspection reveals an underpayment of more than five percent         (5%) for the period under audit, Corio shall reimburse Commerce One for         the reasonable cost of the examination.

5       INSTALLATION SUPPORT, MAINTENANCE AND TRAINING.

5.1     Installation. Commerce One shall provide Corio with access to one (1)         full-time operations consultant for one (1) week at no charge to Corio         as part of the installation project as described in the Corio Statement         of Work - Hosted BuySite ASP, dated October 28, 1999 (Statement of         Work) incorporated herein by reference.

5.2     Implementation. Commerce One shall provide Corio with sufficient access         to Commerce One's professional services organization during the first         three (3) implementations of the Software conducted by Corio and its         Customers, in accordance with the Statement of Work incorporated herein         by reference, subject to the payment by Corio of the professional         services fee set forth in Exhibit B hereto (IMPLEMENTATION FEE).         Additionally, during the term of the Agreement the parties shall meet         periodically to discuss Updates and Upgrades to the Software and         MarketSite.net Service to better support Corio's and its Customers'         specific application requirements, to be provided at no charge to Corio.





5.3     Support and Maintenance. Commerce One shall provide Corio with support         described in EXHIBIT C hereto, and maintenance in the form of Updates         and Upgrades. Corio shall be responsible for providing its Customers         with routine technical support of the Software and MarketSite.net         Service. Corio shall escalate any technical support questions or         problems it is unable to answer or resolve directly to Commerce One for         Commerce One's immediate attention and resolution under the schedule set         forth in EXHIBIT C hereto. The support described in this Section 5.3 and         EXHIBIT C hereto shall be provided to Corio but Commerce One shall have         no obligation to provide any maintenance or support services to other         third parties. Subject to Corio's payment of the annual support and         maintenance fee, Commerce One's support and maintenance obligation of         the Software and MarketSite.net Service shall continue after termination         or expiration of this Agreement with respect to all Software Users         granted access to the Software and MarketSite.net Service prior to         termination or expiration of this Agreement.

5.4     Product Management Meetings. The parties agree to meet either in person         or via teleconference on no less than a quarterly basis to discuss,         without limitation, engineering, feature-functionality and         architecture-related issues as they pertain to the Software and         MarketSite.net Service. The specific topics of the meetings will be         determined on a meeting-by-meeting basis. Each party

                                     6

7         shall appoint a product manager to coordinate these meetings. Commerce         One shall provide Corio with information relevant to future Software and         MarketSite.net Service development efforts, including product and         service roadmap, rollout strategy, and plans for future development         efforts. The product managers shall be those persons set forth on         EXHIBIT A hereto.

5.5     Training. Commerce One shall provide Corio with training as reasonably         requested by Corio to train Corio's technical and support personnel         regarding implementation, use and operation of the Software and         MarketSite.net Service as part of the Implementation Fee. Thereafter,         throughout the term of the Agreement and at Corio's request, Commerce         One shall provide additional training to Corio subject to payment of         Commerce One's standard training fees at a [*]. Corio shall be         responsible for training its Customers regarding proper use of the         Software and MarketSite.net Service. Further, the parties shall work         together and cooperate to train Corio's sales force and product         consultants on the Software and MarketSite.net Service and the alliance         contemplated by this Agreement, including without limitation, how to         position, sell and demonstrate the Software and MarketSite.net Service         to potential customers.

5.6     Other Services. Upon Corio's request, Commerce One shall provide certain         professional services, including without limitation, consulting         services, to Corio or its Customers, subject to the mutual written         agreement on the scope of such services, pricing and other terms and         conditions.

5.7     Sales and Marketing Efforts. The parties shall engage in joint marketing         and sales activities as set forth in EXHIBIT D attached hereto and made         a part hereof.

6       TRADEMARKS.

6.1     Right to Display. During the term of this Agreement, each party         authorizes the other party to display and use the other's trademarks,         trade names and logos (collectively, the TRADEMARKS) in connection with         that party's sale, advertisement, service and promotion of the Corio         Services or the Software and MarketSite.net Service. Each party shall         indicate in all product, service, publicity and printed materials         relating to the Corio Services or the Software and MarketSite.net         Service that such trademarks are the property of the originating party.         Upon termination of this Agreement, each party shall cease all display,         advertising and use of all Trademarks of the other party and shall not         thereafter use, advertise or display any trademark, trade name or logo         which is, or any part of which is, confusingly similar to any such         designation association with Corio or the Corio Services or Commerce One         or any Commerce One product.

6.2     Promotion Materials and Activities. All representations of the other         party's Trademarks that a party intends to use shall be exact copies of         those used by the other party and shall first be submitted to the         originating party for approval of design, color and other details, which         consent shall not be unreasonably withheld or delayed. To ensure         trademark quality, each party shall fully comply with all written         guidelines provided by the other party concerning the use of the         originating party's Trademarks. Each party agrees to change or correct         any material or activity that the originating party determines to be         inaccurate, objectionable, misleading or a misuse of the originating         party's Trademarks.

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

                                     7





8 7       WARRANTIES AND DISCLAIMER.

7.1     No Conflict. Each party represents and warrants to the other party that         it is under no current obligation or restriction, nor will it knowingly         assume any such obligation or restriction that does or would in any way         interfere or conflict with, or that does or would present a conflict of         interest concerning the performance to be rendered hereunder or the         rights and licenses granted herein.

7.2     Intellectual Property Warranty. Commerce One represents and warrants to         Corio that (a) Commerce One is the sole and exclusive owner of the         Software; (b) Commerce One has full and sufficient right, title and         authority to grant the rights and/or licenses granted to Corio under         this Agreement; (c) the Software does not contain any materials         developed by a third party used by Commerce One except pursuant to a         license agreement; and (d) the Software does not infringe any patent,         copyright, trade secret, trademark or other intellectual property rights         of a third party.

7.3     Product Warranty. Commerce One warrants that the Software and         MarketSite.net Service will perform in substantial accordance with the         Documentation, and the media on which the Software is distributed will         be free from defects in materials and workmanship under normal use, for         a period of sixty (60) days from the Effective Date, but in no event not         later than December 31, 1999 (the Warranty Period). In addition,         Commerce One warrants that during the Warranty Period the Software and         MarketSite.net Service is free of any willfully introduced computer         virus, or any other similar harmful, malicious or hidden program or         data, which is designed to disable, erase, or alter the Software, or any         other files, data, or software. If during the Warranty Period the         Software and MarketSite.net Service does not perform in substantial         compliance with the Documentation, Commerce One shall take all         commercially reasonable efforts to correct the Software and         MarketSite.net Service, or if correction of the Software and         MarketSite.net Service is reasonably not possible, replace such Software         and MarketSite.net Service free of charge. Commerce One will replace any         defective media returned to Commerce One during the Warranty Period. In         the event any such breach of warranty can not be reasonably corrected at         Commerce One's sole expense, Corio has the right to terminate this         Agreement and receive a refund of all prepaid fees. The foregoing are         Corio's sole and exclusive remedies for breach of product warranty. The         warranty set forth above is made to and for the benefit of Corio only.         The warranty shall not apply only if:

     (a)     the Software and MarketSite.net Service has been not properly                 installed and used at all times and in accordance with the                 Documentation; and

     (b)     Corio has requested modifications, alterations or additions to                 the Software and MarketSite.net Service that cause it to deviate                 from the Documentation.

7.4     Product Warranty - Year 2000 Compliance. Commerce One warrants that the         Software and MarketSite.net Service, when used in accordance with its         associated documentation, is in all material respects capable upon         installation of accurately processing, providing and/or receiving date         data from, into and between the twentieth and twenty-first centuries,         including the years 1999 and 2000, and leap year calculations; provided         that all licensee and third party equipment, systems, hardware, software         and firmware used in combination with the Software and MarketSite.net         Service properly exchange date data with the Software and MarketSite.net         Service

                                     8

9         OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF         MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

8       INDEMNIFICATION.

8.1     By Commerce One. Commerce One shall indemnify, defend and hold harmless         Corio and its Customers from any and all damages, liabilities, costs and         expenses (including reasonable attorneys' fees) incurred by Corio or its         Customers arising out of any claim that the Software infringes any         patent, copyright, trademark or trade right secret of a third party;         provided that Corio or its Customer promptly notifies Commerce One in         writing of any such claim and promptly tenders the control and the         defense and settlement of any such claim to Commerce One at Commerce         One's expense and with Commerce One's choice of counsel. Corio or its         Customer shall cooperate with Commerce One, at Commerce One's expense,         in defending or settling such claim and Corio or its Customer may join         in defense with counsel of its choice at its own expense. If the         Software is, or in the opinion of Commerce One may become, the subject         of any claim of infringement or if it is adjudicatively determined that         the Software infringes, then Commerce One may, at its sole option and         expense, either (i) procure for Corio the right from such third party to         use the Software, (ii) replace or modify the Software with other         suitable and substantially equivalent products so that the Software         becomes noninfringing, or if (i) and (ii) are not practicable after         Commerce One has exhausted all diligent efforts, (iii) terminate this





     Agreement and refund to Corio a pro-rated portion of the fees paid         hereunder.

8.2     Limitations. Commerce One shall have no liability for any infringement         based on (i) the use of the Software other than as set forth in the         Documentation; or (ii) the modification of the Software by a party other         than Commerce One, when such infringement would not have occurred but         for such modification.

9       LIMITATION OF LIABILITY.

     EXCEPT FOR LIABILITY ARISING UNDER SECTION 8 OF THIS AGREEMENT, IN NO         EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF THIS AGREEMENT OR         THE USE OR PERFORMANCE OF THE SOFTWARE EXCEED THE TOTAL AMOUNT ACTUALLY         PAID BY CORIO HEREUNDER FOR THE TRANSACTION WHICH THE LIABILITY RELATES         TO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE FILING OF THE         CAUSE OF ACTION TO WHICH THE LIABILITY RELATES. EXCEPT FOR LIABILITY         ARISING UNDER SECTION 8 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER         PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR         COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY         INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY         THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF         THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THIS SECTION 9         REPRESENTS A REASONABLE ALLOCATION OF RISK.

                                     9

10         LIABILITY RELATES. EXCEPT FOR LIABILITY ARISING UNDER SECTION 8 OF THIS         AGREEMENT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE         OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE         GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES         HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH         PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES         AGREE THAT THIS SECTION 9 REPRESENTS A REASONABLE ALLOCATION OF RISK.

10      CONFIDENTIALITY.

     Each party hereby agrees that it shall not use any Confidential         Information received from the other party other than as expressly         permitted under the terms of a non-disclosure agreement to be         concurrently executed with this Agreement.

11      TERM AND TERMINATION.

11.1    Term. The term of this Agreement shall commence on the Effective Date         and shall continue in full force and effect for an initial period of         five (5) years. Thereafter, this Agreement shall automatically renew for         subsequent one (1) year periods unless either party provides the other         party with written notification at least thirty (30) days prior to the         expiration of the initial five (5) year term or any one (1) year renewal         thereof of its intention to terminate this Agreement.

11.2    Termination. If either party materially breaches any term or condition         of this Agreement and fails to cure such breach within-thirty (30) days         after receiving written notice of the breach, the nonbreaching party may         terminate this Agreement on written notice at any time following the end         of such-thirty (30) day period. This Agreement shall terminate         immediately upon notice if either party becomes insolvent (i.e., becomes         unable to pay its debts in the ordinary course of business as they come         due) or makes an assignment for the benefit of creditors. Compliance by         the Software with the Software's specifications after expiration of the         Warranty Period shall be deemed a material condition of this Agreement.

11.3    Effect of Termination. The following Sections shall survive the         termination or expiration of this Agreement for any reason: 4.2, 5.3, 7,         8, 9, 10, 12 and 14. Corio's right to allow its then-existing Customers         and their Software Users to use and access the Software in accordance         with Section 2 of this Agreement and all payment obligations related         thereto shall survive any termination or expiration of this Agreement.         Commerce One's obligation to provide Software support and maintenance to         Corio and its Customers shall survive any termination or expiration of         this Agreement, provided Corio continues to make its annual support and         maintenance payments as specified in this Agreement. Upon termination or         expiration of this Agreement, each party shall otherwise return or         destroy any Confidential Information of the other party provided,         however, Corio may retain any Confidential Information necessary for         Corio to continue supporting it's then-existing Customers.

12      SOURCE CODE ESCROW.

12.1    Escrow Account. Within sixty (60) days of the Effective Date, Commerce         One agrees to execute an escrow agreement by and among Corio, Commerce         One and a mutually acceptable escrow agent (the ESCROW AGENT). The         Escrow Agent shall require Commerce One to place in an

                                    10

11         escrow account in California a copy of the source code of the Software





     including all Updates and Upgrades thereto, documentation and similar         materials (the SOURCE CODE). The escrow agreement shall contain, at a         minimum, the terms and conditions set forth in this Section 12. Corio         shall bear all fees, expenses and other charges to open and maintain         such escrow account. If a Release Condition (as defined in Section 12.2         of this Agreement) occurs and the Escrow Agent provides the Source Code         to Corio under the escrow agreement, Corio agrees to hold the Source         Code in confidence pursuant to the provisions contained in Section 10 of         this Agreement, and not to use them for any purpose other than those         purposes contemplated under Section 12.3 of this Agreement.

12.2    Release. Corio shall notify Commerce One in writing if it believes that         one of the following events (the RELEASE CONDITIONS) has occurred and         that it intends to seek release of the Source Code from the escrow         account: (i) Commerce One's dissolution or ceasing to do business in the         normal course, or (ii) Commerce One's repeated and material breach of         its support and maintenance obligations under Section 5 of this         Agreement and such breach is not cured within sixty (60) days of receipt         of written notice thereof from Corio. If Commerce One notifies Corio in         writing that it disputes whether any such event has occurred, officers         of each of the parties shall negotiate for a period of ten (10) business         days to attempt to resolve the dispute. At the end of such ten (10)         business day period, if the parties have not resolved the dispute, the         matter shall be referred to arbitration in the manner provided in         Section 14.3 of this Agreement.

12.3    License. Upon the release of the Source Code to Corio pursuant to         Section 12.2 of this Agreement, Corio shall have a royalty-free,         nonexclusive, nontransferable, right and license in the Territory to use         and modify the Source Code to support and maintain the Software until         the expiration or termination of Corio's Customers' End User License         Agreements. The object code derived from the Source Code so modified         shall be subject to the same rights and restrictions on use,         reproduction and disclosure that are contained in this Agreement with         respect to the Software. Corio shall not distribute, sell or sublicense         the Source Code. Subject to the licenses expressly granted in this         Agreement, Commerce One shall retain all right, title and interest in         and to the Source Code. This license shall be deemed to extend worldwide         in scope if Corio, at the time one or more Release Conditions has         occurred, has been granted worldwide license rights by Commerce One         under Section 2 of this Agreement.

13      SHARED RESOURCES.

13.1    Operations. To the extent not provided for within the Statement of Work         covered by the Implementation Fee, Commerce One shall provide Corio with         access to Commerce One operations personnel as reasonably requested by         Corio, subject to payment by Corio of Commerce One's standard fees [*].         These Commerce One operations personnel shall work together with Corio         personnel to optimize the architecture and performance of the Software         and MarketSite.net Service in a hosted environment. Commerce One shall         only commit personnel with expertise in installations, operating         environments and networking functionality.

13.2    Consulting. To the extent not provided for within the Statement of Work         covered by the Implementation Fee, Commerce One shall provide Corio with         access to Commerce One consulting personnel as reasonably requested by         Corio, subject to payment by Corio of Commerce One's standard fees [*].         These Commerce One

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

                                    11

12         consulting personnel shall initially work together with Corio personnel         to develop implementation templates. Commerce One may, in its sole but         reasonable discretion, elect to assign resources from a third party         systems integrator subject to advance notification to Corio of such         election.

13.3    Engineering. Commerce One shall provide Corio with reasonable access to         Commerce One engineering personnel at no additional cost to Corio. Joint         engineering work may include product development, including without         limitation, technical and functional application development and         integration.

13.4    Other. All services provided hereunder, in addition to services         subsequently requested by Corio (e.g. customization of the Software)         shall be subject to the terms of a separate agreement between the         parties.

13.5    Ownership. Subject to Commerce One's pre-existing ownership of any         materials or technology provided to Corio, the results of all such         development efforts set forth in this Section 13, including all         intellectual property rights in any software interface coding or         programs created solely by Corio during the term of this Agreement to         enable the Software to operated within the Corio Servers' hosted         environment (DEVELOPMENTS), shall be owned by Corio, unless such         Developments are supported on an ongoing basis by Commerce One in which         case Commerce One will retain all ownership rights, including





     intellectual property rights in the Developments. To the extent that         Commerce One would otherwise have a claim of ownership in such         Developments, Commerce One hereby assigns all rights in and to such         Developments to Corio. Further, Commerce One represents and warrants         that all Commerce One employees, agents, contractors or consultants that         will be provided to work together with Corio have or will have signed         agreements with customary terms containing confidentiality provisions         and assignment of inventions (EMPLOYEE NDA/INVENTION AGREEMENT). Corio         covenants and warrants that it will not disclose to Commerce One or its         officers, directors, employees, agents, contractors or consultants any         proprietary information, including without limitation any technical         information related to Developments created solely by Corio under this         Agreement, except upon the written authorization to do so by a Corporate         Officer of Commerce One. Commerce One covenants that during the term of         this Agreement, it will continue to require all Commerce One employees,         agents, contractors or consultants to sign an Employee NDA/Invention         Agreement and that Commerce One will furnish to Corio copies of such         signed agreements upon Corio's request. Ownership of intellectual         property rights to any enhancements, modifications or derivative works         to the Software itself which may be developed jointly by the parties or         solely by Corio shall be negotiated by the parties prior to the start of         any such development work.

13.6    Independent Development: Covenant not to Sue. Nothing in this Agreement         will be construed to prohibit either parties' right to independently         develop the Developments contemplated above. Each party covenants that         it shall not, under any circumstances, sue the other party (or its         officers, directors, successors and assigns) or any of that parties'         licensees, customers, or distributors (Protected Entities) for patent         infringment under any future patents or future patent rights relating to         said Developments, that either party owns or controls, so long as that         Protected Entity has a license from Commerce One or Corio to the         Software, or to a product that is a modification of, derivative work         based on, or replacement for the Software. The foregoing covenant is         binding on Corio's permitted successors and assigns, and inures to the         benefit of any

                                    12

13         of Commerce One's successors and assigns, and is binding on Commerce         One's permitted successors and assigns, and inures to the benefit of any         of Corio's successors and assigns.

14      MISCELLANEOUS.

14.1    Assignment. Neither party may assign this Agreement or any rights or         obligations hereunder, whether by operation of law or otherwise, without         the prior written consent of the other party. Notwithstanding the         foregoing, either party shall have the right to assign this Agreement in         connection with the merger or acquisition of such party or the sale of         all or substantially all of its assets related to this Agreement without         such consent, except in the case where such transaction involves a         direct competitor of the other party where consent of the other party         will be required. Subject to the foregoing, this Agreement will bind and         inure to the benefit of the parties, their respective successors and         permitted assigns. Any assignment in violation of this Section 14.1         shall be null and void.

14.2    Waiver and Amendment. No modification, amendment or waiver of any         provision of this Agreement shall be effective unless in writing and         signed by the party to be charged. No failure or delay by either party         in exercising any right, power, or remedy under this Agreement, except         as specifically provided herein, shall operate as a waiver of any such         right, power or remedy.

14.3    Choice of Law; Arbitration; Venue. This Agreement shall be governed by         the laws of the State of California, USA, excluding conflict of laws         provisions and excluding the 1980 United Nations Convention on Contracts         for the International Sale of Goods. Any disputes arising out of this         Agreement shall be resolved by binding arbitration in accordance with         the then-current commercial arbitration rules of the American         Arbitration Association (RULES). The arbitration shall be conducted by         one (1) arbitrator appointed in accordance with the Rules in San         Francisco County, California. A judgment upon the award may be entered         in any court having jurisdiction of the parties, including without         limitation the courts in San Francisco, California. The non-prevailing         party in the arbitration shall pay all fees and charges of the American         Arbitration Association; each party, however, shall be responsible for         the payment of all fees and expenses connected with the presentation of         its respective case.

14.4    Notices. All notices, demands or consents required or permitted under         this Agreement shall be in writing. Notice shall be considered delivered         and effective on the earlier of actual receipt or when (a) personally         delivered; (b) the day following transmission if sent by telex, telegram         or facsimile followed by written confirmation by registered overnight         carrier or certified United States mail; or (c) one (1) day after         posting when sent by registered private overnight carrier (e.g., DHL,         Federal Express, etc.); or (d) five (5) days after posting when sent by         certified United States mail. Notice shall be sent to the parties at the         addresses set forth on the first page of this Agreement or at such other         address as shall be specified by either party to the other in writing.





14.5    Independent Contractors. The parties are independent contractors with         respect to each other. Each party is not and shall not be deemed to be         an employee, agent, partner or legal representative of the other for any         purpose and shall not have any right, power or authority to create any         obligation or responsibility on behalf of the other.

14.6    Severability. If any provision of this Agreement is held by a court of         competent jurisdiction to be contrary to law, such provision shall be         changed and interpreted so as to best accomplish the

                                    13

14         objectives of the original provision to the fullest extent allowed by         law and the remaining provisions of this Agreement shall remain in full         force and effect.

14.7    Force Majeure. Neither party shall be deemed to be in breach of this         agreement for any failure or delay in performance caused by reasons         beyond its reasonable control, including but not limited to acts of God,         earthquakes, strikes or shortages of materials.

14.8    Subcontract. Commerce One understands and agrees that Corio shall solely         direct the provision of Corio Services and may subcontract certain         portions of the Corio Services to third parties at any time during the         term of the Agreement.

14.9    Bankruptcy. The parties hereto agree that Corio, as a licensee of         Commerce One's intellectual property, shall be afforded all of the         protections afforded to a licensee under Section 365(n) of the United         States Bankruptcy Code, as amended from time to time (the CODE) so         that the Trustee or Debtor in Possession, as defined in the Code, will         not interfere with Corio's license with respect to the Software as         provided in this Agreement, as set forth in Section 365(n) of the Code.

14.10   Complete Understanding. This Agreement including all Exhibits, and the         Non Disclosure Agreement and the Statement of Work referenced in this         Agreement and incorporated by reference herein, constitutes the final,         complete and exclusive agreement between the parties with respect to the         subject matter hereof, and supersedes any prior or contemporaneous         agreement. IN WITNESS WHEREOF, the parties have executed this Agreement         as of the Effective Date.

CORIO, INC.                              COMMERCE ONE, INC.

By: /s/ Signature Illegible              By: /s/ Signature Illegible                                              -------------------------------- Name: GEORGE KADIFA                      Name: MARK S. BIESTMAN       ---------------------------              ------------------------------

Title: CEO                               Title: V.P. WORLDWIDE SALES        --------------------------              ------------------------------

Date: 11/5/99                            Date:       --------------------------               ------------------------------

                                    14

15                                     EXHIBIT A

                                 SOFTWARE

1.      SOFTWARE.         Hosted BuySite v 6.0

2.      DEMONSTRATION SOFTWARE.         Hosted BuySite v 6.0

3.      RELATIONSHIP MANAGERS. The Corio Relationship Manager shall be:         __________. The Commerce One Relationship Manager shall be: ________.

4.      PRODUCT MANAGERS. For purposes of Section 5.4 of this Agreement, the         Corio product manager shall be: _________.

        The Commerce One product manager shall be: _______________.

                                    15

16                                     EXHIBIT B

                                  PRICING

SOFTWARE: BuySite Hosted Edition version 6.0





MarketSite.net Service access

SOFTWARE USERS: BuySite Hosted Edition: Unlimited

LICENSE FEES: BuySite Hosted Edition: [*]

MARKETSITE.NET SERVICE FEES: MarketSite.net Service Access: Year 1                          [*] Year 2-5, and beyond:           [*]

MAINTENANCE AND SUPPORT FEES: Year 1                          [*] Year 2-5, and beyond:           [*]

REVENUE SHARING FEES:

1.      MarketSite Transaction Revenue:         Commerce One to pay Corio [*] of all transaction fees from Corio         Customer transactions on MarketSite.

2.      Corio Customer Application Management Revenue:         Corio to pay Commerce One [*] of all Application Management Revenue from         Corio Customers for use of Commerce One Software or MarketSite.net         Service Access subject to the following limitations.

            A.     No Application Management Revenue shall be due for any                       Corio Customer subscriptions utilizing the initial 3000                       Software User licenses granted herein, subject to a                       minimum limitation of 40 Authorized Software Users per                       Customer

            B.     The Corio invoice amounts used to calculate the revenues                       subject to this revenue share shall not include                       Professional Service fees, or Network access fees.

            C.     These Application Management Revenue fees shall begin                       accruing when the Corio Customer begins live operations.

IMPLEMENTATION FEES: Time and Materials Basis Billed at [*] in accordance with The Statement of Work as agreed between the parties, not to exceed [*].

* Certain information on this page has been omitted and filed   separately with the Commission. Confidential treatment has   been requested with respect to the omitted portions.

                                    16

17 PAYMENT TERMS

License Fees: Due upon Software Acceptance.

Maintenance and Support Fees: Net 30 of Software acceptance anniversary date, and each year thereafter. Revenue Sharing Fees: Quarterly payments shall be due to receiving party, net 30 days after quarter close.

Implementation or Professional Service Fees: Net 30 days from date of Commerce One invoice, which shall be issued only after successful completion of each agreed upon milestone.

MarketSite.net Access Fee: Due upon Software Acceptance, and on each annual anniversary of Software Acceptance thereafter.

                                    17

18                                     EXHIBIT C

                         CUSTOMER SERVICE OUTLINE

1.      CONTACTING SUPPORT:

EMAIL:                     csc@commerceone.com

FAX:                       (925) 941-6060

SUPPORT HOTLINE:           (925) 941-5959

WWW:                       http://commerceone.com/solutions/osupport.htm

Our web access allows you to submit new incidents and be notified in real time by the support team, who will provide suggestions and technical support to resolve your issue. Such support will include clarification of the functions and features of the Software, clarification of the documentation, guidance in the operations of the Software, and error correction analysis and verification to the extent possible remotely.





2.      SERVICE HOURS: Staffed Monday - Friday, 7 am to 7 pm PST (except holidays). After hours support available 24x7 for Priority 1 technical issues only.

3.      PRIORITY DEFINITION:

     COMMERCE ONE RESPONSIBILITIES:

             *       Priority 1: The software and/or the hosted physical                         infrastructure is not operational and no workaround                         exists. Customer's production/business is seriously                         affected.

             *       Priority 2: Software and/or the hosted physical                         infrastructure functionality is impaired, does not work                         like proposed, but it is operational

     CORIO RESPONSIBILITIES:

             *       Priority 3: Minor software and/or the hosted physical                         infrastructure problems or functionality questions.

             *       Priority 4: Enhancement request or cosmetic problems.

4.      RESPONSE TIME: (Commitment to customers) Commence One will make every attempt to contact our customers within 30 minutes of the report of a critical incident, and to notify and work with any third party vendors providing ancillary services that may be affected by the incident. However, for providing specific action plans for resolutions, we are committed to the following schedule:

             *       Priority 1 incidents: 2 hours

             *       Priority 2 incidents: 4 hours

For resolution of incidents, we are committed to the following schedule:

             *       Priority 1 incidents: we will respond as provided above                         and continue resolution efforts on a 24 x 7 basis until                         the incident has been resolved

             *       Priority 2 incidents: we will respond as provided above                         and continue resolution efforts during business hours                         until the incident has been resolved

                                    18

19 5.      SUPPORT CONTACTS:

Up to 5 individuals can be designated as Registered Customers to contact Commerce One for Support services. Upon written notice, customers may change their designated contacts. [Additional contacts can be purchased at additional cost as mutually agreed. Specify the 5 contacts on the Customer Profile form.

                                    19

20                                     EXHIBIT D

                      SALES AND MARKETING COOPERATION

The parties agree to the following non-binding sales and marketing cooperation efforts:

1.      RELATIONSHIP MANAGERS. The parties' Relationship Managers would attempt         to meet at mutually agreeable times no less than every quarter to review         and coordinate sales efforts and review customer response to the         Software, the MarketSite.net Services and the Corio Services, and         address other topics related to this Agreement.

2.      SALES COMPENSATION. The parties agree to provide their internal and         external sales and marketing personnel sufficient compensation         incentives designed to actively promote and encourage cross-selling of         the Corio Services, and the Software and the MarketSite.net Services,         respectively.

3.      JOINT MARKETING PLANS. During the term of this Agreement the parties         agree to develop, review and submit to each other new and continuing         marketing plans with respect to the Corio Services and the Software and         MarketSite.net Services, respectively.

4.      MARKETING FUND. Within six (6) months after the Effective Date of the         Agreement, Corio and Commerce One each would contribute to a marketing         fund to be jointly managed by the parties to promote the sale and         marketing of the Corio Services, the Software and the MarketSite.net         Services.

5.      PERSONNEL. Each party agrees to assign one (1) existing sales or         marketing employee primarily dedicated to assist in the sales and         marketing promotional activity set forth in this Exhibit D.





6.      COOPERATION AND PUBLICITY. Upon mutual agreement, Corio and Commerce One         may engage in the following activities: joint publicity releases, joint         marketing materials, joint marketing calls, joint conference and trade         show efforts, and strategy coordination concerned with promoting the         Software, the MarketSite.net Services and the Corio Services in the         commercial marketplace.

7.      INITIAL CUSTOMERS. Within sixty (60) days after the Effective Date of         the Agreement, Corio agrees to use commercially reasonable efforts to         obtain orders from two (2) Customers for the Corio Services which         include access to the Software and MarketSite.net Services.

                                    20 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

A: Each party covenants that         it shall not, under any circumstances, sue the other party (or its         officers, directors, successors and assigns) or any of that parties'         licensees, customers, or distributors ("Protected Entities") for patent         infringment under any future patents or future patent rights relating to         said Developments, that either party owns or controls, so long as that         Protected Entity has a license from Commerce One or Corio to the         Software, or to a product that is a modification of, derivative work         based on, or replacement for the Software.
****
Q: Exhibit 10.10   Road Transportation Agreement   Party A (Shipper): ZTO Express Co., Ltd. Address: Building 1, No. 1685, Huazhi Road, Huaxin Twon, Qingpu District, Shanghai   Party B (Carrier): Tonglu Tongze Logistics Ltd. Address: 12 Floor, HSBC Tower, Yinchun South Road, Tonglu County, Zhejiang Province   Due to the need for logistics business, Party A and Party B enter into this Road Transportation Agreement (this Agreement), in which Party A pays the freight and Party B provides parcel transportation services to Party A. In accordance with relevant laws and regulations, Party A and Party B have sufficiently negotiated the specific matters and voluntarily reached the following Agreement based on equality, reciprocity and integrity. This Agreement is to be complied by both Parties.   1. Party B shall provide parcel transportation services on highway line-haul routes based on the needs of Party A.   2. Period of transportation services: this Agreement is valid for an indefinite term. Subsequent contracts might be entered in case of special business.   3. Freight and payment method:   (a) Verification of freight: Party A pays freight based on carload rate (such freight includes pick-up charges, door-to-door delivery charges and tax fees).   (b) Party A shall not pay any other charges other than the freight.   (c) Clearance of freight: the clearance method is based on both Parties' fund clearance arrangement and the final clearance amount is subject to actual carriage amount and EX-warehouse (EXW) weight determined by Party A. Party B shall attach Party A's parcel EXW originals or copies for Party A's verification for clearance of freight.   4. Transportation route, time and relevant rules   (a) Transportation time:   (b) Any changes to the line-haul route and time are subject to both Parties' negotiation and written supplemental clauses.   (c) Party B shall have its own loading crews and the parcel shall be loaded by Party B's loading crews.

Source: ZTO EXPRESS (CAYMAN) INC., F-1, 9/30/2016





  (d) Drivers, loading crews and attendant crews shall be employed and remunerated by Party B. Party A shall not interfere such matter.   5. In order to guarantee rapid transfer of Party A's parcel, Party B shall strictly comply with the following obligations:   (a) During the transportation, Part B shall completely comply with Party A's transportation arrangement and relevant systems. Party B shall bear any consequences and legal liability arising out of Party B's non-compliance, and Party A shall have no liability. Party A has the right to terminate this Agreement without further legal liability in the case that Party B does not comply with Party A's management and arrangement.   (b) Based on the business needs, Party A can negotiate with Party B to modify the transportation route and time whenever necessary, which shall be executed by signing supplemental agreements upon consensus of both Parties.   (c) Party B shall ensure the vehicles are in good conditions, the compartments are properly sealed without leakage and the vehicles are equipped with fire-fighting equipment. In the event of parcel damage resulting from leakage or fire, Party B shall indemnify at the standard rate of RMB200 per parcel, and indemnify the actual price for high-end insured parcel (or indemnify by the value of the parcel provided by arbitration department determined by Party A).   (d) Party B shall have valid and legal licenses for national road transportation. In the event of loss caused to Party A by delivery delay due to vehicles detention for the lack of license, Party B shall compensate for any loss to Party A.   (e) Party B shall arrive at the network partners determined by Party A according to the time and route stipulated in this Agreement, and strictly comply with the start time and end time. Unless otherwise approved by Party A, in the event of parcel transfer due to Party B's vehicle delay, Party B shall pay liquidated damages to Party A at the standard rate of RMB500 per trip on the first working day, RMB1,000 per trip on the second working day and RMB2,000 per trip on the third working day (based on the time records on the parcel transfer documents) and such liquidated damages will be deducted from the current month's freight. In the special event of changes to route and time and severe weather (or other force majeure events), Party B shall be in touch with Party A in time and record such special event on the parcel transfer documents with Party A's approval.   (f) In the event of delay by vehicle malfunction or traffic accidents, Party B shall settle such malfunction or accidents within half an hour. In the event of vehicle operation failure, Party B shall notify Party A within two hours and shall manage to deliver Party A's parcel to the destination designated by the contract.   (g) Party B shall provide copies of driver licenses, working licenses, occupation licenses, insurance documents, operation licenses, outsourcing contracts, tax certificates, business licenses, road transportation permits and business code   2

Source: ZTO EXPRESS (CAYMAN) INC., F-1, 9/30/2016





  licenses to Party A, and guarantee the authenticity, completeness, legality and validity of such licenses and materials. Party B's drivers shall have at least two years driving experience in large trucks and have relevant licenses. Party B shall bear any consequences and legal liability arising out of Party B's non-compliance, and Party A shall have no liability.   (h) Party B shall bear any consequences and economic punishments arising out of the breach of traffic rules by Party B's drivers and other staff, and Party A shall have no liability.   (i) Party B shall be responsible for driving safety. Party B shall bear any legal liability arising out of severe traffic accidents causing vehicle damage and personnel casualties, and Party A shall have no liability. Party B shall be responsible for any damages resulting from severe accidents causing Party A's personnel casualties. Party A has the right to indemnify from Party B upon advance payment of damages.   6. Party B shall purchase sufficient insurance for the transportation vehicles. The coverage of third-party liability insurance shall not be lower than RMB1 million. In addition to vehicle personnel insurance, Party B shall at least purchase injury insurance for two persons with coverage not lower than RMB500,000 per person. Party B shall bear any consequence arising out of the non-compliance of insurance purchase, and Party A shall have no liability.   7. Any parcel damage resulting from the fault of Party B's employees shall be compensated by Party B in accordance with Party A's relevant rules. Party B shall be responsible for all of Party A's economic loss and relevant liquidated damages arising out of any theft and disposal of stolen goods conducted by Party B's personnel. Such payment shall be deducted from the current month's freight and be topped up by Party B in case of inadequacy. The personnel breaching the rules shall be dismissed by Party B.   8. In the event the vehicle space insufficiency which causes Party A's need unable to be satisfied nor can it be adjusted to satisfy Party A's need, Party A can terminate this Agreement without any compensation.   9. Party A has the right to terminate this Agreement if Party B has breached the above articles in this Agreement. The termination of this Agreement shall not prejudice Party A's right to hold Party B responsible for breach of contract.   10. Party B shall obtain Party A's written consent in the case the early termination of the Agreement. Party B shall pay one-month freight as liquidated damages in case of termination of the Agreement without consent. Within the contract period, Party B shall not charge the freight difference if Party A rents same-level vehicles. Party B shall also compensate Party A's other losses.   11. Without Party A's approval, Party B shall not transfer the carriage of goods to any third party in the designated route. Otherwise, Party A has the right to terminate this Agreement directly.   3

Source: ZTO EXPRESS (CAYMAN) INC., F-1, 9/30/2016





  12. Any dispute arising out of the execution of this Agreement, which cannot be negotiated and settled by both Parties, shall be subject to the jurisdiction of the People's Court where this Agreement is signed.   13. The annex of this Agreement constitutes a part of this Agreement and has the same effect as this Agreement. Any undealt matter can be negotiated and added by both Parties.   14. This Agreement takes effect upon the signatures and seals of both Parties in triplicate. Party A shall have two copies and Party B shall have one copy.   15. Any different interpretation of this Agreement by both Parties is subject to final interpretation by Party A.            Party A: ZTO Express Co., Ltd.



  Party B:Tonglu Tongze Logistics Ltd.               Company seal: /s/ ZTO Express Co., Ltd.



  Company seal: /s/ Tonglu Tongze Logistics Ltd.               Date: December 22, 2014



  Date: December 22, 2014     4

Source: ZTO EXPRESS (CAYMAN) INC., F-1, 9/30/2016 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

A:
Party B shall purchase sufficient insurance for the transportation vehicles.
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