<DOCUMENT>
<TYPE>EX-4.32
<SEQUENCE>31
<FILENAME>u92256exv4w32.txt
<DESCRIPTION>EX-4.32 SUPPLY CONTRACT, DATED NOV.27,2002
<TEXT>
<PAGE>

                                                                    Exhibit 4.32

                                SUPPLY CONTRACT

                                     AMONG

                         PERUSAHAAN PERSEROAN (PERSERO)
                        PT TELEKOMUNIKASI INDONESIA TBK.

                    THE COMMUNICATIONS AUTHORITY OF THAILAND

                      SINGAPORE TELECOMMUNICATIONS LIMITED

                            DATED NOVEMBER 27, 2002
<PAGE>

RECITAL

This Contract is made and entered into the 27th day of November 2002

BETWEEN:

         Perusahaan Perseroan (Persero) P.T. Telekomunikasi Indonesia Tbk, a
telecommunications services and network provider established and incorporated
under the laws of the Republic of Indonesia, having its Registered Office at Jl.
Japati No. 1 Bandung 40133, Indonesia (hereinafter referred to as "PT Telkom"),

         The Communications Authority of Thailand, a state enterprise organized
and existing under the laws of Thailand and having its principle office at 99
Chaeng Walthana Road, Lak Si, Bangkok 10002, Thailand (hereinafter referred to
as "CAT"),

         Singapore Telecommunications Limited, a company established under the
laws of the Republic of Singapore, and having its registered office at
Comcentre, 31 Exeter Road, Singapore 239732, Singapore (hereinafter referred to
as "SingTel"),

hereinafter collectively referred to as "the Purchasers" and individually as
"the Purchaser" on the one part,

AND

         NEC Corporation, a company organized and existing under the laws of
Japan, having its principal office at 7-1, Shiba 5-chome, Minato-ku, Tokyo
108-8001, Japan (hereinafter called "NEC"),

hereinafter referred to as "the Contractor" on the other part.

Both the Purchasers and the Contractor shall be hereinafter collectively
referred to as "the Parties" and individually as "the Party", which expressions
shall include their successors and permitted assigns.

The Parties hereto undertake to execute the present Contract under the following
terms and conditions:

                                       1
<PAGE>

DEFINITIONS

In these Terms and Conditions and in all other documents forming part of the
Contract the following definitions shall apply.

"Acceptance" means written acknowledgment by the Purchasers that the Work, or
part of it, has been completed in accordance with the Contract. "Accept" and
"Accepted" in the context of "Acceptance" shall be construed accordingly.

"Acceptance Validation" means formal assurance, including testing, by the
Contractor that the Work satisfies the criteria for Acceptance in accordance
with the Contract to enable the Purchasers to determine whether or not to accept
the Work or any part thereof. "Acceptance Testing", "Acceptance Tests" shall in
this context be construed accordingly.

"Billing Milestone" means a pre-determined point for billing to be authorized
subject to specific criteria being met.

"Business Day(s)" means a day other than Saturday, Sunday and gazetted public
holidays in the relevant country.

"Certificate of Network Acceptance", "Certificate of Commercial Acceptance",
"Certificate of Final Acceptance" shall refer to the certificates issued under
the respective conditions of Clause 17 (Acceptance) hereof.

"CIF" means cost, insurance and freight and is the FOB price plus all necessary
charges at the point of entry. CIF costs include FOB costs plus the following:

         -        international freight

         -        insurance as required

         -        handling charges and transportation in landing point
                  countries/territories

         -        clearance charge

         -        carriage to and unloading at site.

"Commercial Acceptance" means the Purchasers grant a Certificate of Commercial
Acceptance for the Initial Network.

"Commercial Acceptance Date" means such date as stated in the Certificate of
Commercial Acceptance in accordance with the Contract.

"Contract" means these Terms and Conditions of Contract together with the
documents listed in Clause 2 (Contract Documents) and any appendices hereof, and
be deemed to include Contract variations, if any, pursuant to Clause 12
(Variations During Execution).

"Contractor" means the party whom the Purchasers enter into the Contract with.

"Contract Price" means the price payable to the Contractor by the Purchasers
under this Contract stated in the Price Schedule attached hereto full and proper
performance by the Contractor of all their obligations under this Contract; and
includes Contract variations, if any, pursuant to Clause 12 (Variations During
Execution); and includes any sums relating to special protection or special

                                       2
<PAGE>

navigation aids with regards to cable or pipeline crossings and any cable depot
storage costs incurred prior to the Network Acceptance Date.

"Equipment" means all materials, equipment and goods including Software supplied
or procured or to be supplied or procured by the Contractor for incorporation in
the Network, and includes all spares.

"FOB" means free on board and is the cost of the goods at the point of exit, via
vessel or aircraft, including all local charges. FOB costs include the
following:

         -        ex factory costs

         -        charges to vessel or airport

         -        billing of lading or airway bill processing costs

         -        loading on board vessel

         -        sales tax (only in the country/territory of manufacturing).

"Force Majeure" means unexpected and unavoidable causes beyond the reasonable
control of the Parties and without their fault or negligence, including but not
limited to acts of or failure to act of any governmental authority, war or
warlike operations, insurrections or riots, fires, floods, epidemics, quarantine
restrictions, freight embargoes.

"Final Acceptance" means written acknowledgment by the Purchasers that the Work
has been completed in accordance with the Contract, in this context
"Certificate of Final Acceptance" shall be construed accordingly.

"Information" means information whether written or oral, including but not
limited to documentation, specifications, reports, data, notes, drawings,
models, patterns, samples. Software, computer outputs, designs, circuit
diagrams, inventions whether patent-able or not and know-how.

"Initial Network" means the whole of the Network provided at the Network
Acceptance Date with an initial capacity of 30 Gbps (i.e. 30 Gbps fully working
capacity).

"Line Segments" as defined in Part 4 (Technical Specifications).

"Network" means the whole of the Thailand-Indonesia-Singapore (TIS) cable
network provided between and including the Network Interfaces at each of the
terminal stations as per Appendix 2 (TIS network configurations).

"Network Acceptance" means the Purchasers grant a Certificate of Network
Acceptance for the Initial Network.

"Network Acceptance Date" means such date as stated in the Certificate of
Network Acceptance in accordance with the Contract and this includes a thirty
(30) day period for the Purchasers to consider the full test results.

"Network Interface" means the input (II) and output (lo) of a) STM-1 electrical
and/or optical ports; b) STM-4, STM-16 and STM-64 optical ports, at the

                                       3
<PAGE>

SDH/Interconnecting Equipment, Digital Distribution Frame and/or Optical
Distribution Frame (including the DDF/ODF itself) in each Terminal Station.

"Quality Assurance" means all those planned and systematic actions necessary to
provide adequate confidence that a product or service will satisfy the
requirements of the Contract.

"Release Certificate" means a written statement issued by the Contractor and
certified by the Purchasers that any equipment, Segment(s) or the Network being
submitted to the Purchasers for Acceptance Validation has been fully tested in
accordance with the Contract requirements and conforms to Contract. In this
context the term "Release" shall be construed accordingly.

"Segment" means any of, and "Segments" shall mean the following:

Under Configuration C:

Segment A  :Portion linking Batam and Singapore

Segment B1 :Portion linking Singapore and BU1 position

Segment B2 :Portion linking BU1 position and Songkhla

"Segment S" Refers to all the Line Segments for the TIS configuration as
detailed in Part 4 (Technical Specifications).

"Segment SIE" means the portion of SDH/Interconnecting Equipment at all Terminal
Stations for each respective TIS network configuration as detailed in Part 4
(Technical Specifications).

"Sub-Contractor" means any person, partnership or corporation with whom the
Contractor places a contract or an order for the supply of any equipment, item,
service or for any work, associated with this Contract. In this context the term
"Sub-contract shall be construed accordingly.

"Software" means all programs, data, object code, documentation and operating
systems, whether in writing, in firmWare, or in any other form, which is
necessary for the purposes of this Network; including documentation, any support
tools which are not commercially available, and data connected with the
development and support as well as any upgrade or enhancement thereto that may
be required under the warranty provisions hereof.

"Terminal Station" refers to each cable station specified in Appendix 2 (Network
Configuration).

"Terminal Station Equipment (TSE)" as defined in Part 4 (Technical
Specifications).

"Work" means the scope of the Contract i.e. desk top studying, route surveying,
managing, coordination, planning, designing, manufacturing, provision of
supplies, transportation, assembling, cable laying, installation, integration,
testing, commissioning, training, and any other associated service or activities
whatsoever

                                       4
<PAGE>

concerning the construction of the Network and the performance of the Contract
by the Contractor and/or its Sub-Contractors.

Notwithstanding Clause 2 of Part 1 Terms and Conditions, words and expressions
as used in the Terms and Conditions of Contract, unless expressly provided to
the contrary, shall bear the same meanings as defined or used in this Contract.

                                       5
<PAGE>

INTERPRETATION

In this Contract, unless otherwise specified, reference to:

                  (a)      "Includes" and "Including" shall mean Including
                           without limitation;

                  (b)      a person includes any person, individual, company,
                           firm, corporation, government, state or agency of a
                           state or any undertaking or organisation (whether or
                           not having separate legal personality and
                           Irrespective of the Jurisdiction in or under law
                           which it was incorporated or exists);

                  (c)      a statute or statutory instrument or accounting
                           standard or any of their provisions is to be
                           construed as a reference to that statute or statutory
                           Instrument or accounting standard or such provision
                           as the same may have been or may from time to time
                           hereafter be amended or re-enacted;

                  (d)      any statute, statutory instrument, regulation, bylaw
                           or other requirement of English law and to any
                           English legal term for any action, remedy, method of
                           judicial proceeding, legal document, legal status,
                           court, official or any legal concept or doctrine
                           shall in respect of any jurisdiction other than
                           England be deemed to include that which most nearly
                           approximates in that Jurisdiction to the English
                           term;

                  (e)      writing shall include typewriting, printing,
                           lithography, photography and other modes of
                           representing words in a legible form (other than
                           writing on an electronic or visual display screen) or
                           other writing in non-transitory form;

                  (f)      words denoting the singular shall include plural
                           and vice versa and words denoting any gender shall
                           include all genders;

                  (g)      the time of day is reference to time in Bangkok,
                           Thailand.

                  (h)      "day(s)" unless otherwise specified refers to
                           calendar day(s).

                                       6
<PAGE>

CLAUSE 1 OBJECT

In consideration of the Contract Price, as stated in Clause 13 (Contract Price),
the Contractor agrees, under its sole responsibility, to undertake and complete
the Work and provide long term support, as further specified in Part 4
(Technical Specification) and in all respects in accordance with the
requirements of this Contract, in order that the Network is delivered by the
Network Acceptance Date as stated in Clause 5 (Completion Date).

                                       7
<PAGE>

CLAUSE 2 CONTRACT DOCUMENTS

The following documents and all schedules, attachments, appendices and annexes
listed and attached hereto shall be deemed to form and be read and construed as
part of this Contract:

         Part 1   Terms and Conditions of Contract

         Part 2   Price Schedule

         Part 3   Billing Schedule

         Part 4   Technical Specification

         Part 5   Plan of work

         Part 6   Contractor's Network Description

         Part 7   Questions and Answers

In the event of any conflict between these documents the order of precedence
indicated above shall prevail.

This Contract supersedes all prior oral and written understanding between the
Purchasers and the Contractor and constitutes the entire agreement between the
Purchasers and the Contractor with respect to the subject matter of the
Contract.

                                       8
<PAGE>

CLAUSE 3 RESPONSIBILITY OF THE CONTRACTOR

3.1      The Contractor shall be fully responsible to conduct the desk top
         study, survey the cable route, design, develop, engineer, manufacture,
         supply, install, test the Segmant(s)/Network in accordance with all the
         terms and conditions contained in the Contract including any
         integration of the Network and for ensuring that the Network is fully
         compliant with the Contract and the Contractor shall not claim any
         additional payment nor be relieved from any obligation imposed on it by
         this Contract on grounds of any information supplied by the Purchasers
         on any matter whatsoever related to this Contract.

3.2      The Contractor shall assure that the Work shall comply with the
         requirements of the Contract and shall meet the Purchasers' overall
         performance requirements as set forth in the Contract for which it is
         intended notwithstanding that Part 4 (Technical Specifications) may not
         fully define every detail of such requirements.

3.3      Purchasers' acceptance of the Contractor's guidance or recommendations
         as to engineering standards and design specifications or the
         Purchasers' suggestions or recommendations on any aspect of the said
         design shall not relieve in any way the Contractor from its total
         responsibility for the design and suitability of the Network.

3.4      The Contractor shall be deemed to have reviewed the Work as a whole and
         in detail and to have fully satisfied itself of the feasibility and
         practicability thereof.

3.5      The Contractor shall provide the Network at the fixed price as set
         forth in Part 2 (Price Schedule). The fixed price for the Network shall
         not be varied except as provided for in Clause 12 (Variations During
         Execution).

3.6      In addition to the requirements for the provision of technical
         information described in the Contract, the Contractor shall, upon
         request, provide the purchasers with such additional technical
         information in connection with the Contract as the Purchasers may
         reasonably require.

3.7      The Contractor shall ensure that the works, tasks, materials and
         equipment included in the Work meet the functional requirements in the
         Contract. If necessary work, task, material or equipment required to
         fulfil the functional requirement is omitted in Part 2 (Price
         Schedule), and consequently in Clause 13 (Contract Price), including
         any additions as a result of the route survey, the Contractor shall
         carry out such work or task or supply such material or equipment at its
         own cost without any claim being made against the Purchasers.

3.8      The Contractor shall conform with Part 5 (Plan of Work).

3.9      The Contractor shall attend at its own expenses such meetings with the
         Purchasers' representatives at such times and in such locations as may
         be

                                       9
<PAGE>

         required by the Purchasers, to discuss the general progress and any
         revision of the Contract which may become necessary.

                                       10
<PAGE>

CLAUSE 4 TECHNICAL REQUIREMENTS AND PLAN OF WORK

The Work shall comply with the requirements of Part 4 (Technical Specification),
Part 5 (Plan of Work), Part 6 (Contractor's Network Description) and Part 7
(Questions and Answers), but the Purchasers and the Contractor may mutually
agree to make such alterations as may be considered necessary during the
implementation of the Contract and in accordance with Clause 12 (Variations
During Execution).

                                       11
<PAGE>

CLAUSE 5 COMPLETION DATE

The Network shall be completed on or before 27 November 2003 pursuant to Clause
38 herein to allow the Certificate of Network Acceptance to be issued in
accordance with Clause 17 herein.

                                       12
<PAGE>

CLAUSE 6 LETTER OF PERFORMANCE GUARANTEE

6.1      In order to guarantee the good and timely execution of all the
         contractual obligations, the Contractor shall, at its own cost, provide
         on the Contract signing date a Letter of Performance Guarantee in the
         form of an irrevocable and unconditional Bank Guarantee in the format
         as attached in Appendix 1.1, in favour of each of the Purchasers in
         equal amount, the summation of which will be the value equal of ten
         percent (10%) of the Contract Price for the initial Network. The
         Letter of Performance Guarantee shall be issued by a bank acceptable by
         the Purchasers.

6.2      After Network Acceptance, the total amount of Performance Guarantee
         shall be reduced to five percent (5%) of the Contract Price for the
         initial Network, and shall remain in force until the issuance of the
         Certificate of Final Acceptance.

6.3      In the event of default by the Contractor in carrying out its
         responsibilities under the Contract, the Purchasers at their option
         shall have the right, from time to time, to call in all or part of the
         amount represented by the Letter of Performance Guarantee as they, in
         their sole discretion, deem necessary subject only to the terms
         referred to in the Letter of Performance Guarantee.

6.4      The Purchasers shall have the right to take such actions to enforce the
         remedies provided in the Contract or which may be otherwise available
         in law or in equity, including the right to recover such damages or
         losses as provided in the Contract in addition to the amount recovered
         under the Letter of Performance Guarantee.

                                       13
<PAGE>

CLAUSE 7 QUALITY ASSURANCE

7.1      The Contractor shall permit the Purchasers or their designated
         representatives to carry out the following Quality Assurance
         activities:

                  (a)      to audit the Contractor's quality assurance system of
                           the Network and its application to the Work
                           including, without limitation, manufacture,
                           development, installation, raw materials and
                           components provision;

                  (b)      to inspect all parts of the Work and to carry out
                           design control review to the extent reasonably
                           practicable to ensure that their quality meets Part
                           4 (Technical Specification).

7.2      At any time during manufacture and installation, if any part of the
         Work does not or will not comply with the Contract, the Purchasers may
         reject the same. Upon rejection the Contractor shall forthwith at its
         own expense rectify the non-compliance in accordance with Part 4
         (Technical Specification), Part 6 (Contractor's Network Description)
         and Part 7 (Questions and Answers and no additional costs shall be made
         to the Purchasers in respect thereof. The Contractor shall bear the
         direct cost, including the Purchasers' participation, of additional
         Quality Assurance activities caused by major non-conformance of the
         Contractor.

7.3      No part of the Network shall be shipped until a Release Certificate has
         been issued in accordance with Part 4 (Technical Specification) and
         certified by the Purchasers.


7.4      The factory release of parts of the Network in accordance with Clause
         4 (Technical Requirements and Plan of Work) shall not in any way
         prejudice any right or remedy which the Purchasers may have against the
         Contractor, or relieve the Contractor of its liabilities, and in
         particular it is without prejudice to its obligations relating to the
         performance of the Network under Clause 3 (Responsibility of the
         Contractor).

7.5      Any certification given by or on behalf of the Purchasers in respect
         of any aspect of the Work carried out or proposed by the Contractor, or
         in respect of any part of the Network, shall not relieve the Contractor
         of any responsibilities under the Contract.

7.6      The Purchasers shall at all reasonable times have full access to the
         Work, and the Contractor shall provide appropriate facilities for such
         access and for the purpose of inspection and testing. The Purchasers
         shall also have full access to all plants, offices and work sites of
         the Contractor and any of its Sub-Contractors, to enable the Purchasers
         to inspect the Work and monitor progress. All information shall be
         accessible, including laboratory and test results, for any components
         manufactured by the Contractor and used in the project. The Contractor
         shall include in its Sub-contracts such provisions as may be necessary
         to secure this right on behalf of the Purchasers. The Purchasers shall
         have the right to establish resident representative(s) at the

                                       14
<PAGE>

         Contractor's and Sub-Contractor's plants and at all work sites, and the
         Contractor shall, if required, make suitable office space, facilities
         and shipboard accommodation available for such representative(s) at the
         Contractor's own expense.

                                       15
<PAGE>

CLAUSE 8 DAMAGE TO THE NETWORK BEFORE NETWORK ACCEPTANCE

8.1      This Clause applies to all damages (which in this Clause includes
         destruction and loss) arising from any cause whatever, including Force
         Majeure

8.2      The Initial Network shall stand at the risk of and be in the sole
         charge of the Contractor from the coming into force of the Contract up
         to the date of issuance of the Certificate of Network Acceptance.
         During this period, the Contractor shall, with all possible speed,
         remedy damage occurring to the Network. Notwithstanding such damage,
         the Contractor shall proceed with the execution and completion of the
         Work in accordance with the Contract, subject to any extension of
         time for completion agreed under clause 20 (Delay in Completion)
         hereof, and  apart from the granting of extension of time to the
         Contractor, the Purchasers shall not be liable to the Contractor in
         damages or otherwise arising thereof.

8.3      The cost of remedying such damage during this period shall be wholly
         borne by the Contractor, save that the Purchasers shall pay the
         Contractor for remedying the damage to the extent that it is caused by
         the willful misconduct of servants, agents, or contractors (other than
         the Contractor) of the Purchaser acting in the course of their
         employment as such

                                       16
<PAGE>


CLAUSE 9 INJURY TO PERSONS AND DAMAGE TO PROPERTY

9.1      This Clause applies to all claims, losses, expenses and damages for:

                  (a)      injuries to or death of any persons;

                  (b)      damage to property, other than the Network; or

                  (c)      the costs of clean-up and other costs resulting from
                           environmental damage;

         which results directly and/or Indirectly from the activities of the
         Contractor, its Sub-Contractors, or agents in the implementation of the
         Contract.

9.2      The Contractor shall be liable for all claims, losses, expenses, and
         damages described in sub-clause 9.1 above, and shall indemnify and save
         the Purchasers harmless from all such claims, losses, expenses and
         damages.

9.3      The Purchasers shall:

                  (a)      provide, within a reasonable time, written notice to
                           the Contractor of all such claims and suits;

                  (b)      permit the Contractor to assume the sole defence of
                           and to settle such claims or suits, and shall, upon
                           the Contractor's request and at the Contractor's
                           expense, furnish all information and reasonable
                           assistance to assist the Contractor in the defence or
                           settlement of the same.

                                       17
<PAGE>

CLAUSE 10 INSURANCE

10.1     Without limiting its obligations and responsibilities, the Contractor
         shall, prior to the commencement of any Work, and at its own expense,
         provide evidence within seven (7) calendar days from the signing of the
         Contract, insurance to cover its liabilities throughout the Contract at
         its own expense and in the joint name of the Purchasers and the
         Contractor as the insured:

                  (a)      (i) the Work and any work in progress of every kind
                           required for the execution, testing and completion of
                           the Work including, but not limited to the completed
                           item to the full value of such Work and any work in
                           progress executed from time to time.

                           (ii) all appliances, instruments or things of
                           whatsoever nature required in or pertaining to the
                           execution, testing and completion of the Work,
                           constructional plant, the materials and other things
                           brought on to the site by the Contractor to the full
                           value of such constructional plant, materials and
                           other things, against all losses or damages from
                           whatever cause in respect of all risks including, but
                           not limited to marine cargo (Note 1), sea bed (Note
                           2) and war risks, (Note 3) arising for which it is
                           responsible under the terms of the Contract and in
                           such manner that the Purchasers and the Contractor
                           are covered during the period of construction of the
                           Work.

                  (b)      against any damage, loss or injury which may occur to
                           any property (including that of the Purchasers) or to
                           any person (including any employee of the Purchasers)
                           as a result of the execution of the Work or temporary
                           work.

                  (c)      against damages or compensation payable under statute
                           or at law in respect or in consequence of any
                           accident or injury to any person in the employment of
                           the Contractor or any Sub-Contractor. The Contractor
                           shall indemnify and keep Indemnified the Purchasers
                           against all such damages, compensation, claims,
                           demands, proceedings, costs, charges and expenses,
                           whatsoever in respect thereof at its own expenses.

                  (d)      a general liability policy, sufficient to cover its
                           liability under the  Contract until the end of the
                           warranty period or any extension thereto.

The total prices contained in Part 2 (Price Schedule) shall include any premium
amounts paid or to be paid by the Contractor for the insurance coverage
hereinabove stated.

               Note 1   Marine cargo or equivalent coverage is required to
                        protect against all risks of physical loss or damage to
                        the cable, repeaters,

                                       18
<PAGE>

                        branching units, terminal station equipment and other
                        equipment to be included in the Network (other than war
                        risks) beginning with the date when each such equipment
                        is ready for shipping and ending when the cable,
                        repeaters and branching units are placed over side the
                        cable laying vessel and when the terminal station
                        equipment is delivered to the terminal stations.

               Note 2   Sea bed or equivalent coverage is required to protect
                        against all risks of physical loss or damage to the
                        equipment described in Note 1 above (other than war
                        risks) from the time coverage under Note 1 above ends
                        until the issuance of the Certificate of Network
                        Acceptance.

               Note 3   War risks or equivalent coverage is required to protect
                        against damage to, seizure by and/or destruction of the
                        Network by means of war, piracy, takings at sea and
                        other warlike operations until the issuance of the
                        Certificate of Network Acceptance.

10.2     Upon the issuance of each policy relative to such insurance and not
         later than o fifteen (15) calendar days prior to each renewal thereof,
         the Contractor shall furnish the Purchasers with evidence acceptable
         to the Purchasers including but not limited to a copy of the insurance
         policy and insurance certificate, evidence that the relevant premiums
         have been paid and that the said policy is and will continue to be in
         full force, and an undertaking letter from the insurance company that
         the provisions included above in sub-clauses 10.1 and 10.2 are in
         effect.

10.3     If the Contractor fails to effect and/or keep in force any of the
         insurance specified in sub-clauses 10.1 and 10.2 hereof, the Purchasers
         may, without prejudice to any other rights they may have under the
         Contract, effect and keep in force any such insurance and pay the
         premium due or take out new insurance satisfactory to them, in which
         event any sums so paid by the Purchasers shall become Immediately due
         and payable by the Contractor to the Purchasers.

         Should the Contractor fail to make the payment within thirty (30) days
         of receipt of request for such payment, the Purchasers may then deduct
         the amount of the requested payment from any monies that are, or may
         become due to the Contractor, or recover the same as a debt due from
         the Contractor.

10.4     The Contractor shall comply with all terms and conditions and
         guarantees contained in all policies affecting the foregoing insurance
         and shall ensure that its insurance brokers and/or insurers give to the
         Purchasers such information in relation thereto which may be relevant
         to such insurance as the Purchasers may reasonably request.

10.5     Generalities applicable to insurance coverage are:

                                       19
<PAGE>


                  (a)      The insurer nominated by the Contractor shall be
                           approved by the Purchasers.

                  (b)      All deductibles relative to the above insurance
                           coverage shall be payable by the Contractor.

                  (c)      The insolvency, liquidation, bankruptcy or failure of
                           any insurer providing insurance for the Contractor or
                           its Sub-Contractor, or failure of any such insurer to
                           pay claims accruing, shall not be considered a waiver
                           of nor shall it excuse the Contractor from complying
                           with any of the provisions of this Contract.

                  (d)      Following a loss or damage, the Contractor shall
                           remedy any such loss or damage with due diligence and
                           dispatch and shall not wait for any insurance
                           proceeds to effect the repairs.

                  (e)      All of the above insurance coverage shall provide
                           that prior to any cancellation or material change
                           thereto initiated by the underwriters, a sixty (60)
                           calendar days notice will be forwarded to
                           the Purchasers.

                  (f)      The Purchasers or the Contractor, as the case may be,
                           shall promptly give to the other party notice in
                           writing of any claim made or proceedings commenced
                           for which the Contractor or the Purchasers claims
                           to be entitled to indemnification under the Contract
                           and shall confer with the other Party concerning the
                           defence of any such claim or proceedings, shall
                           permit the such other party to be represented
                           by counsel in defence thereof and shall not effect
                           settlement of or compromise any such claim or
                           proceedings without the other's prior written
                           agreement. The Purchasers or the Contractor reserve
                           its right to bring any claim or proceeding
                           in relation to the Contract.

                                       20
<PAGE>

CLAUSE 11 SUSPENSION OF WORK

11.1     The Purchasers may, at their absolute discretion, order the Contractor
         to suspend all or part of the Work for such period of time as the
         Purchasers determine to be appropriate.

11.2     If, as a result of such suspension of Work, the Contractor incurs
         additional costs, or suffers loss in the discharge of its
         responsibilities under the Contract, then the Contractor shall be
         allowed to recover an amount equal to the costs and/or losses from the
         Purchasers, provided that:

                  (a)      such costs or losses could not have been reasonably
                           prevented by the Contractor, and

                  (b)      the Contractor submits, within thirty (30) calendar
                           days of the date of occurrence, a detailed claim
                           for such costs or losses, supported by sufficient
                           evidence to enable it to be validated by the
                           Purchasers and

                  (c)      the suspension was not caused by the default or
                           negligence of the Contractor and/or its
                           Sub-Contractor.

11.3     The Contractor shall be allowed an equitable extension in the time
         required for performance of any suspended work, or such longer or
         shorter period as may be mutually agreed, provided that the suspension
         was not caused by the default or negligence of the Contractor.

11.4     The agreed suspension shall be recorded in writing as a Contract
         variation as referred to in Clause 12 herein.

11.5     The Purchasers shall not be liable to the Contractor in the event of
         such suspension for any loss of profit or consequential damages
         whatsoever.

                                       21
<PAGE>
CLAUSE 12 VARIATIONS DURING EXECUTION

12.1     The Purchasers and the Contractor may mutually agree to make any
         variations to the provisions of the Contract as may be considered
         necessary during the execution of the Work.

12.2     Notwithstanding sub-clause 12.1 above, the Purchasers may instruct the
         Contractor to vary the Work, provided that such variations:

                  (a)      shall not in total increase the Contract Price by
                           more than ten percent(10%);

                  (b)      are provided in writing;and

                  (c)      shall, in the reasonable opinion of the Purchasers,
                           be implemented within the time allowed in the
                           Contract for the completion of the Work, unless
                           otherwise agreed in writing.

12.3     The effect of such variations on the Contract Price will be determined
         as follows:

                  (a)      if the variations concern only quantities of
                           equipment or services for which a unit price or rate
                           is Indicated in Part 2 (Price Schedule), the unit
                           price or rate as the case may be shall be applied to
                           Clause 13 (Contract Price).

                  (b)      if the subject of the variations is not covered by a
                           unit price or rate in Part 2 (Price Schedule), the
                           Contractor, shall satisfy the Purchasers that:

                      i.   the proposed adjustment is fair and reasonable,

                      ii.  if Sub-Contractor(s) had been engaged for such work,
                           that the Contractor had used its best efforts to
                           tender for, and negotiate with such Sub-Contractor(s)
                           for such variations on terms and conditions, and
                           prices that are fair and reasonable,

                      iii. the price and conditions for the services are
                           provided on terms and practices that are no less
                           favourable than that the Purchasers could obtain in
                           the market place (externally), or that granted by the
                           Contractor to its other customers, and

                      iv   the Contractor shall provide such evidence as the
                           Purchasers may reasonably require to this end.

12.4     Any changes in the Work resulting from the agreed final route survey
         report shall be treated as a Contract variation under sub-clause 12.1
         and shall be priced using the unit prices provided in Part 2 (Price
         Schedule).

12.5     Any adjustment in time and cost in respect of the above Contract
         variations shall only be recognised or acceded to when the Contract
         variation has been

                                       22

<PAGE>

         agreed in writing by the Purchasers and the Contractor prior to the
         implementation of the Contract variation.

12.6     The Purchasers shall not be liable for any additional Work unless it is
         recorded in Contract variations. If the Contractor proceeds without
         such written authorisation, it shall be deemed a waiver by the
         Contractor of any and all claims for additional payments.

12.7     No claims for any cost associated with the Contract except for item
         BM14 of Part 3 Billing Schedule, shall be made after the payment is
         made for Network Acceptance as set out under item BM13 of Part 3
         Billing Schedule.

                                       23
<PAGE>

CLAUSE 13 CONTRACT PRICE

13.1     Contract Price

         The Contract Price at the time of the execution of the Contract is
         United States Dollars Thirty Two Million Six Hundred and Eighty
         Thousand (US$ 32,680,000) as agreed to on entering into this Contract
         for the full and proper performance of the Work. The Contract Price is
         fixed and shall not be varied except as provided for in Clause 12
         (Variations During Execution).

13.2     Taxes, levies and duties

         13.2.1   The Contractor acknowledges that the Contract Price has
                  included all taxes, duties, levies and fees that may be
                  imposed or levied in connection with the Work, whether in the
                  country/territory of the Contractor, the Purchasers'
                  countries/territories, or any other country/territory. Taxes
                  incurred by the Contractor in the countries/territories, of
                  the Purchasers in respect of its personnel and Sub-Contractors
                  including but not limited to business income tax, income tax,
                  payroll tax and other taxes, contributions and levies that may
                  be levied on the Contractor or the personnel, local agent or
                  site office of the Contractor shall be borne by the Contractor
                  except for GST and VAT relating to the Contract items as
                  contained in Part 2 (Price Schedule).

         13.2.2   The Contractor is required to pay appropriate GST and VAT
                  relating to the Contract items as contained in Part 2 (Price
                  Schedule) to the authorities in the purchasers'
                  countries/territories. The Contractor will be reimbursed by
                  the Purchasers in conjunction with the settlement of the
                  Contract Price on bi-monthly and actual basis. The Contractor
                  shall, if required, provide the fiscal and billing
                  documentation to allow the Purchasers to be compliant with the
                  international and local fiscal laws and regulations. Any one
                  of the Purchasers shall have the option to withhold any
                  portion of the GST and/or VAT relating to any of the Contract
                  items as contained in Part 2 (Price Schedule) to pay directly
                  to the relevant authorities in their countries/territories, in
                  which case, the foregoing procedure of reimbursement under
                  this sub-clause 13.2.2 shall apply only to the portion of the
                  GST and/or VAT that has not been withheld by any one of the
                  Purchasers. Purchasers shall give a written notification to
                  the Contractor of the GST and/or VAT that the Purchasers
                  withhold. The Contractor shall pay the appropriate GST and/VAT
                  that is not withheld by the Purchasers.

13.3     Change of law

         Change of any law except those affecting GST and/or VAT, relating to
         the Contract items as contained in Part 2 (Price Schedule), Shall not
         affect Clause 13 (Contract Price).

                                       24
<PAGE>

13.4     Intentional Blank

13.5     The Contractor shall be responsible for any tax that might be incurred
         by the Contractor in the Purchasers' countries/territories as a result
         of incomes or revenue obtained by the Contractor arising from and/or in
         connection with the present Contract. If withholding taxes are payable
         in the Purchasers' countries/territories, the Purchasers shall withhold
         such sums from the Contractor and pay to the relevant authorities in
         accordance with the applicable laws.

                                       25
<PAGE>

CLAUSE 14 ASSIGNMENT AND SUB-CONTRACTED WORK

14.1     The Contractor shall not, without prior written consent of the
         Purchasers, assign the Contract or sub-contract any significant part of
         the Work, or assign, mortgage, charge or encumber any benefit
         whatsoever arising or which may arise under the Contract Such
         assignment or sub-contracting may only be consented to by the
         Purchasers in so far as the laws and regulations applicable in the
         countries/territories of the Purchasers so permit. In any event, the
         Contractor shall not be relieved of the responsibility under the
         Contract for such parts of the Work as are sub-contracted and the
         Contractor shall be responsible and liable for the acts or defaults of
         any Sub-Contractor or their employees, servants and agents, as fully as
         if they were the acts or defaults of the Contractor or the Contractor's
         employees, servants and agents.

14.2     In the event of termination under this Contract, the Contractor shall
         assign to the Purchasers, at the Purchasers' option, any Sub-contract
         which the Contractor has with its Sub-Contractors in respect of the
         Work so contracted out by the Contractor to these Sub-Contractors.

14.3     The Contractor shall ensure that any Sub-contracts entered into by the
         Contractor shall contain such provisions of this Contract as should be
         made applicable to such Sub-contracts

14.4     Any assignment, mortgage, charge, encumbrance or sub-contract in
         contravention of this Clause 14 shall, as against the Purchasers, be
         void and of no effect, and may be ignored by the Purchasers.

14.5     The Contractor shall protect, defend, indemnify and keep indemnified
         the Purchasers against all claims, demands, actions, suits,
         proceedings, writs, judgment, orders, decrees, damages, losses and
         expenses suffered or incurred by them arising out of or related to
         such assignment, mortgage, charge, encumbrance or sub-contract.

14.6     Any change of any significant Sub-Contractor during the execution of
         the Work shall need the prior written consent of the Purchasers.

                                       26
<PAGE>

CLAUSE 15 TERMS OF PAYMENT

15.1     Responsibility for payment

         15.1.1   The liability of each of the Purchasers for payments to the
                  Contractor for the Work to be performed in accordance with the
                  Contract shall be limited to one third of the total Contract
                  Price. No individual Purchaser will be liable to the
                  Contractor in any way whatsoever for payments defined as the
                  responsibility of the other Purchaser.

         15.1.2   No payment (final or otherwise) made under or in connection
                  with this Contract shall be the conclusive evidence of the
                  Contractor's performance of the Work, or of this Contract, in
                  whole or in part, and no such payment shall be construed to
                  constitute the acceptance of defective, faulty or improper
                  Work.

15.2     Billing Schedule

         The Billing Schedule is given in Part 3.

15.3     Billing procedures

         15.3.1   The Contractor shall render all invoices together with
                  supporting documents to each of the Purchasers to the
                  addresses as follows:

                  CAT:

                   Senior Director, Submarine Cable Department
                   The Communications Authority of Thailand
                   99 Chaeng Watthana Road
                   Bangkok, Thailand
                   Telephone: +66 2 506 3316
                   Fax: +66 2 573 5476

                  PT Telkom :

                  Reference Contract Number: K.TEL.212/HK.910/UTA-00/2002, Dated
                  27th November 2002
                   International Business Project Director
                   Jalan Dr. Soepomo 139, 2nd Floor
                   Jakarta, 12810
                   Indonesia
                   Telephone: +62 21 8379 2400
                   Fax: +62 21 8370 1000

                  SingTel:

                   Submarine Cable Division
                   375 Tanjong Katong Road, #01-00
                   Katong Submarine Cable Station
                   Singapore 437132, Singapore
                   Telephone: +65 6346 3717
                   Fax: +65 6345 2258

                                       27
<PAGE>

15.3.2   Invoices shall reach the Purchasers not more than once every two months
         and by the last calendar day of January, March, May, July, September,
         and November.

15.3.3   Invoices shall be submitted in the format to be agreed between the
         Contractor and the Purchasers. The bi-monthly invoices to the
         Purchasers shall show the total prices and the relevant Billing
         Milestone(s) billed in accordance with Part 3 (Billing Schedule). The
         amount due to the Contractor on each such invoice from the Purchasers
         shall be computed in accordance with sub-clause 15.1.

15.3.4   No invoice shall be submitted claiming payment earlier than that set
         out in Part 3 (Billing Schedule).

15.3.5   An Invoice shall be deemed to have been accepted for payment if none of
         the Purchasers presents a written objection on or before the date in
         which the payment would have been due.

15.3.6   In the event that a Purchaser objects to an invoice as mentioned in
         sub-clause 15.3.5 above, the Purchasers and the Contractor shall make
         every reasonable effort to settle promptly the dispute concerning the
         invoice in question. Notwithstanding the fact that in the meantime
         another invoice concerning a different milestone may have been
         submitted and accepted by the Purchasers, upon settlement of said
         dispute, the Contractor shall be entitled to resubmit the corrected
         invoice in accordance with sub-clause 15.3.7a) below.

15.3.7   Timing of Billing

         (a)      The Contractor shall bill according to Part 3 (Billing
                  Schedule): Billing shall be on a bi-monthly basis. Only
                  completed Billing Milestones (as defined in Part 3 (Billing
                  Schedule)) within a particular billing period shall be
                  eligible for claims.

         (b)      Actual GST and VAT paid to the authorities in the Purchasers'
                  countries/territories by the Contractor during the billing
                  period shall be billed in the same manner as and  in
                  conjunction with the bi-monthly invoices for the Contract
                  Price.

         (c)      Contract variations agreed in accordance with Clause 12
                  (Variations During Execution) above shall be Billed as
                  follows:

             i.   the value of Contract variations determining a net credit to
                  the Purchasers shall be offset to the invoice that the
                  Contractor is due to issue subsequent to the relevant
                  Contract variation signature; and

                                       28
<PAGE>

             ii.  the value of Contract variations determining a net debit to
                  the Purchasers shall be debited in the invoice that the
                  Contractor is due to issue at Network Acceptance Date.

15.4     Letters of Guarantee Against Payment

         15.4.1   The Contractor shall, at least thirty (30) days before the
                  first payment is due, deposit a Letter of Guarantee Against
                  Payment for the amount of the first payment (excluding GST and
                  VAT portion) to be made by the Purchasers to the Contractor,
                  and send the original Letter of Guarantee Against Payment to
                  each of the Purchasers.

         15.4.2   The Letter of Guarantee Against Payment for the initial
                  Network to be issued in accordance with the format given in
                  Appendix 1.2 shall remain in force until the issuance of a
                  Certificate of Network Acceptance or the settlement of all
                  claims arising from termination of the Contract in accordance
                  with its terms and conditions.

         15.4.3   Intentional Blank

         15.4.4   Notwithstanding Clause 6, in the event of default by the
                  Contractor in carrying out its responsibilities under the
                  Contract, or of frustration of the Contract by law for any
                  reason, the Purchasers shall have the right to call in the
                  amount represented by the Letter of Guarantee Against Payment
                  in accordance with the terms of such Letter of Guarantee
                  Against Payment.

         15.4.5   The invocation of the Letter of Guarantee Against Payment
                  shall not limit the rights of the Purchasers to take such
                  actions to enforce any remedies that are otherwise included in
                  the Contract, or are available in law or in equity.

         15.4.6   No payment of BMO shall be due from the Purchasers before the
                  submission by the Contractor of such a Letter of Guarantee
                  Against Payment.

15.5     Payment procedures

         15.5.1   Full amount owed shall be paid within sixty (60) days from the
                  date of receipt of the respective invoice by the respective
                  Purchaser, subject to the receipt of all supporting documents,
                  and for BMO the relevant Letter of Guarantee Against Payment.

         15.5.2   If the due date for any payment by any of the Purchaser is not
                  a Business Day in the respective Purchaser's country, the
                  payment due date shall be the next succeeding Business Day.

         15.5.3   The application of any charges in the case of invoices not
                  paid when due, shall be mutually agreed between the Contractor
                  and the Purchasers.

                                       29
<PAGE>

         15.5.4   All payments to the Contractor shall be made by the
                  Purchasers.

         15.5.5   All amounts due to the Contractor in respect of this Contract
                  shall be paid to:

                  NEC Corporation
                  Saving Account No. 2657305
                  Sumitomo Mitsui Banking Corporation
                  Tokyo Main Office
                  3-2, Marunouchi 1-chome, Chyoda-ku
                  Tokyo 108-8001, Japan

         15.5.6   Upon the payment of item BM 14 under Part 3 (Billing Schedule)
                  by the Purchasers to the Contractor, the Purchasers shall
                  thereby be released from all claims whatsoever of the
                  Contractor, whether at law open equity, contract of tort, or
                  otherwise by reason of anything arising out of or relating to
                  the Contract.

                                       30
<PAGE>


CLAUSE 16 TRANSFER OF TITLE

16.1     The title of the Network shall be transferred to the Purchasers as and
         when the Certificate of Network Acceptance is issued. The transfer of
         title shall not absolve or release the Contractor from its obligations
         and its liabilities under the Contract.

16.2     Upon transfer of title of the Network to the Purchasers, the Contractor
         warrants that the Network is free from valid liens, claims, charges,
         encumbrances and security Interests arising by and through the
         Contractor and/or under its government's rules and regulations.

16.3     Upon the transfer of title of the Network to the Purchasers, the
         Contractor also warrants that the Network has fulfilled all statutory
         requirements and permits including but not limited to any governmental,
         non-governmental and crossing permits, with respect to the performance
         of the Work.

                                       31
<PAGE>


CLAUSE 17 ACCEPTANCE

17.1     GENERAL

         Acceptance of the Network shall be in two (2) stages which are as
         follows:

                  i. Network Acceptance; and

                  ii. Final Acceptance

         The Network shall be accepted as a whole in accordance with Part 4
         (Technical Specification) and the Billing Milestone criteria for
         Network Acceptance as detailed in Part 3 (Billing Schedule).

17.2     Acceptance Test Programme

         At least four (4) months before the planned date of the start of the
         Acceptance Testing of the Network, the Contractor shall submit to the
         Purchases for approval a test programme and an Acceptance handbook for
         the conduct of the Segment Network and Acceptance Test, as detailed in
         Part 4 (Technical Specification).

17.3     Network Acceptance Tests

         In order to determine the acceptability of the completed Network
         thereof, the Contractor shall carry out tests in accordance with Part 4
         (Technical Specification)

17.4     Purchasers Tests

         The Contractor shall make the Segment(s)/Network thereof available to
         the Purchasers for testing in accordance with Part 4 (Technical
         Specification).

17.5     Intentional Blank

17.6     Intentional Blank

17.7     Commercial Acceptance

         17.7.1   If the Purchasers wish to put a part of or all the
                  Segment(s)/Network into Commercial Acceptance or if the
                  Purchasers are not satisfied that the results of the Network
                  Acceptance Tests or the delivered system compiles fully with
                  Part 4 (Technical Specifications), Part 5 (Plan of Work) and
                  Part 6 (Contractor's Network Descriptions) to justify the
                  issuance of a Certificate of Network Acceptance then, the
                  Purchasers may, at its sole discretion, proceed with the
                  issuance of a Certificate of Commercial Acceptance.

         17.7.2   Upon the issuance of a Certificate of Commercial Acceptance,
                  the Segment(s)/Network shall be deemed to be accepted for
                  commercial use. The Contractor shall continue to carry the
                  risk of the

                                       32
<PAGE>


                  Segment(s)/Network, provided that the Contractor shall not be
                  responsible for loss due to gross negligence of the Purchaser.

         17.7.3   The Certificate of Commercial Acceptance shall have annexed to
                  it an agreed list of all outstanding Items and deficiencies to
                  be made good by the Contractor and the timetable for the
                  remedy of such outstanding Items and deficiencies.

         17.7.4   The Contractor shall as soon as practicable remedy the
                  deficiencies indicated in all such listed items. within the
                  timetable annexed to the Certificate of Commercial Acceptance,
                  so as to ensure full conformance with the requirements of the
                  Contract and so long as any such Items are outstanding, the
                  Contractor shall be responsible for their maintenance of such
                  items.

         17.7.5   As from the date determined in accordance with sub-clause
                  17.7.2 hereabove, the Purchasers may at its sole discretion,
                  maintain the Segment(s)/Network except as mentioned in
                  sub-clause 17.7.4 above.

         17.7.6   When the deficiencies referred to in sub-clause 17.7.4
                  hereabove have been remedied, the Purchasers, at their sole
                  discretion, may repeat part or all of the Network Acceptance
                  Tests and if results are considered satisfactory, then they
                  will issue a Certificate of Network Acceptance in accordance
                  with sub-clause 17.8.

         17.7.7   The issuance of a Certificate of Commercial Acceptance shall
                  in no way relieve the Contractor from Its obligation to
                  provide a Segments/Network conforming with Part 4 (Technical
                  Specification) and other requirements of this Contract and, In
                  particular, any deterioration in the performance of the
                  Network resulting in a deviation from Part 4 (Technical
                  Specification) occurring between the date of issuance of that
                  Certificate and the date of issuance of a Certificate of
                  Network Acceptance shall be made good at the expense of the
                  Contractor.

17.8     Network Acceptance

         17.8.1   Within thirty (30) days of receipt of the Network Acceptance
                  test results of the completed Network the Purchasers shall
                  give notice to the Contractor that they:

                  (a)      propose to Issue a Certificate of Network Acceptance
                           in accordance with sub-clause 17.8.4; or

                  (b)      do not propose to issue a Certificate of Network
                           Acceptance, but are prepared to Issue a Certificate
                           of Commercial Acceptance in accordance with
                           sub-clause 17.7 hereabove; or

                  (c)      do not accept the Network.

                                       33
<PAGE>


         17.8.2   On receipt of a notice pursuant to sub-clause 17.8.1 the
                  Contractor may make representations to the Purchasers in
                  explanation of disputed results of the Acceptance Tests and
                  the Purchasers may, if satisfied as a result of that
                  explanation, issue a fresh notice pursuant to sub-clause
                  17.8.1 hereabove which shall be deemed to have been issued on
                  the date of original notice under sub-clause 17.8.1.

         17.8.3   In case of rejection, and if the explanation by the Contractor
                  foreseen in sub-clause 17.8.2 is not accepted by the
                  Purchasers, the Contractor shall carry out the necessary
                  corrective actions and will effect a new series of tests on
                  the rejected equipment. After receipt of the results, the
                  Purchasers will be granted a new period of thirty (30) days to
                  analyse the new results and the provisions of sub-clause
                  17.8.1 shall apply from the date the Purchasers receive these
                  latest results.

         17.8.4   When the Purchasers are satisfied that the Network has been
                  completed in accordance with Part 4 (Technical Specification)
                  and other requirements of the Contract, they shall issue a
                  Certificate of Network Acceptance and the Contractor can
                  submit an invoice for payment.

17.9     Intentional Blank

17.10    Final Acceptance

         17.10.1  At the end of and no later than sixty (60) days after the
                  expiration of the five(5) year warranty period and after the
                  satisfactory completion of the Final Acceptance tests of the
                  Network, defined in Part 4 (Technical Specification), and
                  provided that the Contractor has fulfilled its commitments
                  under the Contract, the Purchasers shall issue a Certificate
                  of Final Acceptance.

         17.10.2  The issuance of this Certificate shall not be unreasonably
                  withheld or delayed, but in the event that a pattern of
                  failure or pattern of degradation develops that is likely to
                  cause the Network to fall to meet the requirements of the
                  Contract or such other performance levels agreed upon by the
                  Purchasers over the twenty-five (25) years design life of the
                  Network, Final Acceptance may be withheld until it can be
                  demonstrated to the satisfaction of the Purchasers that no
                  pattern of failure or pattern of degradation shall have
                  developed that is likely to cause the Network to fail to meet
                  the requirements of Part 4 (Technical Specification), Part 6
                  (Contractor's Network Description) over the twenty-five (25)
                  years design life. In such event, the validity of the Letter
                  of Performance Guarantee provided for under sub-clause 6.1
                  shall remain in force until the Certificate of Final
                  Acceptance is issued.

         17.10.3  The Certificate of Final Acceptance will not apply to those
                  parts which may have been replaced during the warranty period
                  or to those parts

                                       34
<PAGE>


                  having been the subject of an extension of warranty according
                  to the provisions of sub-clause 18.3 hereof.

         17.10.4  At the discretion of the Purchasers, the Final Acceptance
                  tests programme may consist of a repetition of a part or the
                  whole of the tests of the Network Acceptance test programme.

                  The Purchasers reserve the right to dispense with the Final
                  Acceptance tests.

17.11    Costs of acceptance

         All expenses incurred by the Contractor (including testing apparatus
         and technical staff) in the execution of the Acceptance procedures
         defined in Part 4 (Technical Specification) shall be borne by the
         Contractor.

                                       35
<PAGE>


CLAUSE 18 WARRANTY

18.1     The warranty period of the Network shall be five (5) years, starting
         from the Network Acceptance Date. During this period, the Contractor
         warrants that the Network, including its spares, shall conform fully,
         over the twenty-five (25) years design life, to the requirements of the
         Contract or such other performance levels agreed upon as acceptable by
         the Purchasers and that no pattern of failure or patter of degradation
         shall have developed that is likely to cause the Network to fail to
         meet the requirements of Part 4 (Technical Specification) over the
         twenty-five(25) years design life.

18.2     a) The Contractor shall perform any repair required to restore the
         Network to the requirements of the Contractor or such other performance
         levels agreed upon by the Purchasers, if the Network should fail to
         meet such requirements at any time during the warranty period or has
         developed a pattern of failure or pattern of degradation that is likely
         to cause the Network to fail to meet such requirements. However, the
         Purchasers may elect, at their sole option, to make repairs, including
         at sea repairs which are covered by the warranty. Any equipment
         discovered to be defective or faulty and recovered during a warranty
         repair shall be returned to the Contractor at its request and at its
         expense. The Contractor shall reimburse the Purchasers for the cost of
         such repairs within sixty (60) days from receipt of a relevant notice
         issued by the Purchasers. The Contractor shall be entitled to have a
         representative on board ship to observe at sea repair. Such repairs by
         the Purchasers shall not in any way diminish the Contractor's
         obligations under the warranty.

         b) The Contractor shall bear the total cost of each repair required
         during the warranty period. This cost shall include but not limited to
         the cost of any vessels (including proportionate standing charges and
         running costs for cable ships from the maintenance zones) and/or any
         costs arising from burlat or reburtal, the components, equipment or
         materials requiring replacement, the cost of any additional equipment
         necessary to effect the repair, the cost of making the repair, the cost
         of labour and engineering assistance or development required to make
         the repair and all associated costs such as but not limited to shipping
         and customs and services that may be required to make the repair.

18.3     The warranty period of items not accepted, provided or requiring repair
         or replacement at the Network Acceptance Date shall start from the
         date(s) such items are accepted by the Purchasers. Any defective part
         repaired or replaced during the warranty period shall itself be
         subject to a further warranty period of five (5) years from the date of
         repair or replacement.

18.4     If during the warranty period defects are found on repeated occasions
         in any part or parts of the Network or if a pattern or failure or
         pattern of degradation is likely to cause any part or parts to fail to
         meet the specified requirements over the twenty-five (25) years design
         life, such part or parts shall not be repaked but shall be replaced by
         new part(s) at the request of the Purchasers, including all the
         appropriate spares.

                                       36
<PAGE>

         18.4.1   For the purpose of this Clause, a pattern of failure or
                  pattern of degradation shall be deemed to exist if:

                  (a)      the Purchasers have notified the Contractor that in
                           their reasonable opinion failures of the same or
                           similar mechanisms have occurred which show a
                           deterioration of Network performance that will render
                           the Network outside its specification during its
                           design life, and

                  (b)      the Contractor, having carried out an investigation,
                           cannot demonstrate to the reasonable satisfaction of
                           the Purchasers that:

                         i.    the failures/deteriorations are within the
                               predictions of the reliability model or
                               Mean-Time-Between-Failure (MTBF) figures:

                         ii.   the failures/deteriorations are not due to a
                               design defect in the component or Its
                               application; or

                         iii.  the failures/deteriorations only apply to a
                               limited number of parts, for example, as the
                               result of a manufacturing (or batch related)
                               inconsistency.

         18.4.2   The investigation into the cause of any
                  failures/deteriorations and any associated remedial action
                  shall be carried out by the Contractor within a reasonable
                  time-scale with regular progress reports as requested by the
                  Purchasers.

18.5     In addition, the Contractor shall pay to the Purchasers all actual
         expenses (if any) incurred by the Purchasers in testing or examining
         any part of the Network for the purpose of or in connection with this
         Clause or in connection with making good, replacing or repairing any
         part of the Network.

18.6     The Contractor shall make every reasonable effort to minimise the
         period of time that the Network is out of service for repair and
         testing. For failures or any situations which cause or risk to cause an
         outage of the Network, the Contractor undertakes to Initiate a
         corrective Intervention immediately but in any case no later than two
         (2) days after reception of a notice from the Purchasers. The
         Purchasers reserve the right to determine the timing of rectification.

18.7     The Contractor shall effect all repairs of the Network through the use
         of repair materials supplied by it. However, the Contractor with the
         agreement of the Purchasers, may use the materials needed to effect a
         repair from the Purchasers' available spare materials, components or
         equipment. The Contractor shall replace, in kind, such material
         supplied from the Purchasers spare stock or, at the option of the
         Purchasers, reimburse the Purchasers for the original price to them of
         such materials. The replacement of, or reimbursement for, such
         materials shall be made at a time mutually agreed

                                       37
<PAGE>



         upon by the Purchasers and the Contractor, but in no event shall the
         replacement or reimbursement be delayed beyond such time as the
         Purchasers' actual spare stock of such materials falls below fifty
         percent (50%) of the Purchasers' established stock level for such
         materials.

         18.7.1   All materials supplied to replenish the Purchaser's spare
                  materials, in accordance with sub-clause 18.7, and all
                  materials used to repair the Network, which are not supplied
                  from the Purchaser's spare materials, shall be warranted for a
                  period of five (5) years from the date of replacement.

18.8     The repair or replacement of any faulty unit or equipment includes the
         delivery to the Purchasers of a descriptive report of the fault found
         and, when appropriate, of the repair carried out on such faulty unit or
         equipment. The maximum period for repair of the units or equipment
         (including shipping and customs clearance) is defined in Part 4
         (Technical Specification) as per Annex 6.1

18.9     For the purpose of Network maintenance:

                  (a)      The usage of universal jointing and/or universal
                           coupling equipment for the maintenance or repair of
                           the Network during the warranty period shall not in
                           any way invalidate the Network warranty and the
                           Contractor shall accept the warranty responsibility
                           for the universal jointing and/or universal coupling
                           equipment used during a repair throughout the
                           warranty period.

                  (b)      If the Purchasers decide to pool any spare plant
                           supplied under this Contract with other spare plant
                           supplied for other cable systems for which they have
                           maintenance authorities and where technical
                           compatibility exists, the usage of such other spare
                           plant supplied from another cable system for
                           maintenance shall not invalidate the Network warranty
                           during the warranty period.

18.10    Failure to Meet Required Performance

         During the period from to the Network Acceptance Date to the expiration
         of the Warranty period, if the performance of the Network fail to meet
         the performance required in Appendix 5 herein, the Contractor shall pay
         to the Purchasers as and by way of liquidated damages for such failure
         to meet the said performance requirement. The amount of liquidated
         damages for such failure shall be calculated in accordance with
         Appendix 5.

                                       38
<PAGE>


CLAUSE 19 LONG TERM SUPPORT

19.1     For a period of twenty-five (25) years starting on the Network
         Acceptance Date, the Contractor shall supply to the Purchasers:

                  (a)      technical support and advice in respect of the
                           design, maintenance and operation of the Segment(s)
                           and Network.

                  (b)      supplies, replacement equipment, repair service and
                           software support to the Network at a reasonable price
                           as indicated in sub-clauses 19.5 and 19.6.

19.2     Where identical parts, or components cannot be supplied the Contractor
         shall provide equivalent and compatible parts, and shall be responsible
         for any adaptive engineering work and all implementation documentation
         that may be necessary.

19.3     Notwithstanding sub-clause 19.2, if for any reason the Contractor
         intends to cease manufacturing identical or fully compatible spare
         parts and replacement equipment, the Contractor shall give a minimum of
         one (1) year's prior written notice to the Purchasers to allow the
         Purchasers to order from the Contractor any required spare parts and
         replacement equipment and shall forthwith provide full details of the
         arrangements to provide equivalents. However, the Contractor shall not
         cease to manufacture such parts and equipment before the expiration of
         the warranty period, as described in Clause 18 (Warranty).

19.4     In the event that the Contractor fails to comply with sub-clauses 19.2
         and 19.3, or if this Contract is terminated for default, the Purchasers
         may require the Contractor to provide to the Purchasers in accordance
         with Clause 25 (Confidentially of Information and Technology) the
         Software provided hereunder, and to provide to the Purchasers any and
         all manufacturing drawings and related specifications as well as bills
         of materials giving the description, in-house numbers and/or code
         numbers for all such parts or equipment including Software, or in cases
         where the parts or equipment were not manufactured by the Contractor,
         the manufacturers' names, description of the parts or equipment and
         code numbers, and giving tolerances for matching or equivalent parts or
         equipment and finally, for matched parts or equipment, giving lists of
         matched parameters and tolerances. Legible copies and microfilms
         thereof shall be considered as acceptable.

19.5     The applicable prices for the five (5) years after the Network
         Acceptance will be the prices included in Part 2 (Price Schedule) duly
         revised through a formula in which forty percent (40 %) of the price
         will be fixed and sixty percent (60 %) of the same (the "Adjustable
         Price") will be re-adjustable according to price indices submitted by
         the Contractor. The Adjustable Price will not increase by more than
         three percent (3 %) per year and shall not be higher than the
         prevailing market prices.

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<PAGE>

19.6     For the following years after the aforementioned five (5) years period
         and up to the completion of the twenty-five (25) year design life of
         the Network for long term support, the applicable prices shall not be
         higher than the prevailing market prices and shall be agreed upon by
         the Parties. At least one (1) year prior to the expiry of said period,
         the Contractor must inform the Purchasers of the list of the items of
         equipment that it intends to stop manufacturing.

                                       40

<PAGE>

CLAUSE 20 DELAY IN COMPLETION

20.1     Subject to the provisions in Clause 11 (Suspension), Clause 12
         (Variations During Execution) and sub-clause 20.2, the Contractor shall
         complete the supply and installation of the Network by the Acceptance
         Dates as specified in Clause 5 (Completion Date).

20.2     If the execution of the Work shall, without the default or negligence
         on the part of the Contractor, be delayed by reason of any event of
         Force Majeure and subject to sub-clause 20.3 the Contractor may be
         granted such extension of time for completion as shall be mutually
         agreed in good faith, without any financial claim from the Contractor
         to the Purchasers.

20.3     In connection with sub-clause 20.2 and provided that the Contractor
         proves

                  i.    that there is insufficient contingency time in Part 5
                        (Plan of Work) to cover any delay, and

                  ii.   such delay or any duration of such delays could not
                        be avoided fay use of alternative resources, and

                  iii.  such a delay could not be avoided even after
                        reasonable endeavours have been attempted to mitigate
                        the impact on delivery time,

         any extension of time for completion will only be considered by the
         Purchasers if the Contractor notifies the Purchasers of the cause of
         delay within fourteen (14) calendar days of commencement of the delay
         and provides to the Purchasers, either on completion of the Work or at
         an appropriate stage in the Work, satisfactory evidence of the effects
         of delay.

20.4     If the initial Network is not completed in accordance with Clause
         (Completion Date) or by the end of the period of extension agreed upon
         under Clause 11 (Suspension), Clause 12 (Variations During Execution)
         of sub-clause 20.2, the Contractor shall pay to the Purchasers by way
         of liquidated damages and not as a penalty an amount not exceeding ten
         percent (10%) of the Contract Price for the Initial Network and
         calculated as follows:

         Zero point two percent (0.2%) per calendar day on the value of the
         Contract Price for the Initial Network from the Network Acceptance Date
         or from the end of any period of extension agreed upon under Clause 11
         (Suspension) Clause 12 (Variations During Execution) or sub-clause 20.2
         and during which period the Certificate of Network Acceptance continues
         not to have been granted.

20.5     In the event that a Certificate of Commercial Acceptance is issued
         pursuant to sub-clause 17.7, the Contractor shall, in lieu of
         sub-clause 20.4, pay to the Purchasers by way of liquidated damages and
         not as a penalty an amount

                                       41
<PAGE>


         equal to zero point two percent (0.2%) per calendar day on the value of
         the Work which cannot be Accepted by reason of the defects specified in
         the Certificate of Commercial Acceptance not exceeding ten percent
         (10%) of the Contract Price.

20.6     Liquidated damages applied in accordance with sub-clauses 20.4 and 20.5
         shall be paid by the Contractor within sixty (60) days from the date of
         notification by the Purchasers of the application of such damages.

20.7     Should the Contractor default in the payment of liquidated damages
         under the terms of this Clause, the Purchasers shall have the right to
         obtain compensation by making deductions from any payments due or to
         become due to the Contractor and/or by recovering such sums as a debt
         or by forfieture in part or in whole by means of the Letter of
         Performance Guarantee.

                                       42
<PAGE>


CLAUSE 21 TERMINATION FOR CONVENIENCE

21.1     The Purchasers may terminate the performance of Work under the Contract
         in whole, or from time to time, in part, whenever they shall so
         determine. The Purchasers shall deliver to the Contractor a written
         notice, the "Notice of Termination", specifying the extent to which
         performance of Work under the Contract is terminated and the date upon
         which such termination becomes effective.

21.2     On receipt of such a Notice of Termination, unless otherwise directed
         by Purchasers in the notice, the Contractor shall:

                  (a)      stop Work and be relieved of obligations under the
                           Contract on the date and to the extent specified in
                           the Notice of Termination;

                  (b)      place no further orders or contracts for materials,
                           services, or facilities except as may be necessary
                           for completion of any portion of the Work under the
                           Contract which is not terminated;

                  (c)      use reasonable efforts to terminate all orders and
                           contracts to the extent that they relate to the
                           performance of Work terminated by the Notice of
                           Termination;

                  (d)      assign to the Purchasers, in the manner, at the time
                           and to the extent directed by the Purchasers, all of
                           the Contractor's rights, title and interest under the
                           orders and contracts so terminated;

                  (e)      use reasonable efforts to settle all outstanding
                           liabilities and all claims arising out of such
                           termination of orders and contracts, with the
                           Purchasers' approval or ratification to the extent
                           they may require, which approval or ratification
                           shall be final for all the purposes of this present
                           Clause;

                  (f)      transfer title and deliver to the Purchasers in the
                           manner, at the time, and to the extent (if any)
                           directed by them;

                        i.     the fabricated or un-fabricated parts, work
                               in progress, completed work, supplies, and
                               other material produced as part of, or
                               acquired in connection with the performance
                               of the Work terminated by the Notice of
                               Termination, and

                        ii.    the completed or partially completed plans,
                               drawings, information and other property
                               which, if the Contract had been completed,
                               would have been required to be furnished to
                               the Purchasers;

                  (g)      use reasonable efforts to sell, in the manner, at the
                           time, to the extent and at the price or prices
                           directed or authorised by the

                                       43
<PAGE>

                           Purchasers, any property of the types referred to
                           above, provided, however, that the Contractor:

                          i.   shall not be required to extend credit to
                               any buyer, and

                          ii.  may acquire any such property under the
                               conditions prescribed by and at a price
                               approved by the Purchasers; and provided
                               further that the proceeds of any such
                               transfer or disposal shall be applied in
                               reduction of any payments to be made by the
                               Purchasers to the Contractor under this
                               Contract or paid in such other manner as the
                               Purchasers may direct;

                  (h)          complete performance of such part of the Work as
                               may not have been terminated by the Notice of
                               Termination; and

                  (i)          take such action as may be necessary, or which
                               the Purchasers may direct, for the protection and
                               preservation of the property related to the
                               Contract which is in the Contractor's possession
                               and in which the Purchasers have or may acquire
                               an interest.

21.3     After receipt of a Notice of Termination the Contractor shall submit to
         the Purchasers a written termination claim. Such claim shall be
         submitted promptly but in no event later than ninety (90) calendar days
         from the effective date of termination.

21.4     In the settlement of any such partial or total termination claim, the
         Purchasers payment to the Contractor shall be limited to the following:

                  (a)      the price for completed Work, based on Part 2 (Price
                           Schedule),

                  (b)      a fair and reasonable sum in respect of partially
                           completed work prorated where practicable based on
                           Part 2 (Price Schedule) hereto;

                  (c)      the cost of supplies and materials reasonably and
                           necessarily purchased in respect of the Contract but
                           not incorporated into completed or partially
                           completed work;

                  (d)      the cost of settling and paying claims arising out of
                           the termination of the work under contracts and
                           orders, as provided above, which are properly
                           chargeable to the terminated portion of the Contract;

                  (e)      the reasonable costs of settlement, including
                           accounting, legal, clerical and other expenses
                           reasonable necessary for the preparation of
                           settlement claims and supporting data with respect to
                           the terminated portion of the Contract and for the
                           termination and settlement of contracts thereunder,
                           together with reasonable storage, transportation, and
                           other costs

                                       44
<PAGE>

                           incurred in connection with the protection or
                           disposal of property allocable to the Contract.

         Notwithstanding the above, the total payment to the Contractor pursuant
         to this Clause, taken together with any other payment, shall not exceed
         the Contract Price applicable to the Work or to part therefore so
         terminated.

21.5     In arriving at the amount due to the Contractor under this Clause,
         there shall be deducted all monies paid or due to be paid to the
         Contractor, any liabilities which the Contractor may have to the
         Purchasers and the agreed price for or the proceeds of sale of any
         materials, supplies or other things acquired by the Contractor or sold,
         pursuant to the provisions of this present Clause, and not otherwise
         recovered by or credited to the Purchasers.

21.6     If the termination is partial, before the settlement of the terminated
         portion of the Contract, the Contractor may submit to the Purchasers a
         written request for any equitable adjustment of the price or prices
         specified in the Contracts relating to the portion of the Contract not
         terminated by the Notice of Termination prorated where practicable,
         based on Part 2 (Price Schedule) hereto and such equitable adjustments
         as may be agreed shall be made.

21.7     The Purchasers may, from time to lime, under such terms and conditions
         as they may prescribe, approve partial payments and payments on account
         against costs incurred by the Contractor in connection with the
         terminated portion of the Contract if in the opinion of the Purchasers
         the total of such payments is within the amount to which the
         Contractor will be entitled hereunder. If the total of such payments is
         in excess of the amount finally agreed or determined to be due under
         this Clause, such excess shall be payable by the Contractor to the
         Purchasers on demand or recovered by the Purchasers from the Letter of
         Performance Guarantee.

21.8     For a period of one (1) year after final settlement under the Contract,
         the Contractor shall preserve and make available to the Purchasers at
         all reasonable times at the Contractor's premises, but without charge
         to the Purchasers, all books, records and documents bearing on costs
         and expenses under the Contract relating to the work terminated under
         this Clause.

                                       45
<PAGE>

CLAUSE 22 TERMINATION FOR DEFAULT

22.1     If the Contractor

                  (a)      fails to comply with Part 4 (Technical
                           Specifications), Part 5 (Plan of Work), and Part 6
                           (Contractor's Network Description) so as to
                           significantly jeopardise the performance, operation
                           and maintenance of the Network; or

                  (b)      fails to make progress so as to significantly
                           jeopardise the satisfactory performance by such
                           Contractor of its obligations under this Contract;
                           or

                  (c)      is in material breach of any of the provisions of the
                           Contract; or

                  (d)      intimates without lawful cause or justification that
                           the Work will not or cannot be completed

                  then the Purchasers may give thirty (30) days notice in
                  writing to the Contractor to make good the neglect, failure or
                  breach.

22.2     If the Contractor fails to comply with the notice referred to above
         within thirty (30) days from the date the notice was given, then the
         Purchasers may, subject to the provisions of this Clause 22, by written
         Notice of Termination for default to the Contractor, terminate the
         whole or any part of the Contract.

22.3     The Contractor shall not be in default, if any failure to perform the
         Contract arises out of Force Majeure or the acts or failure to act of
         the Purchasers.

22.4     If this Contract is terminated as provided in sub-clause 22.2 above,
         the Purchasers, in addition to any other rights provided in this Clause
         22, may require the Contractor to transfer title and to deliver to the
         Purchasers in the manner and to the extent directed by them, any
         completed equipment, material of supplies, and such partially completed
         cable and materials, parts, tools, dies, jigs, fixtures, plans,
         drawings, information, and Contract rights as the Contractor has had
         specifically produced or specifically acquired for the performance of
         such part of this Contract as may have been terminated and which if
         this Contract had been completed, would have been required to have been
         furnished to the Purchasers. In addition, the Contractor shall, upon
         the direction of the Purchasers, protect and preserve properly in its
         possession in which the Purchasers have an interest. The Contractor
         shall be paid the prices specified in Part 2 (Price Schedule) for
         completed equipment, material and supplies delivered and services
         performed, and the amounts agreed upon by the Purchasers and the
         Contractor for the manufacturing materials delivered to the Purchasers
         by the Contractor, and for the protection and preservation of property
         in which the Purchasers have an interest.

22.5     If the Contract is terminated in accordance with sub-clause 22.2, the
         Purchasers may elect to take over and to complete the Work. In such
         event, the Contractor, shall, without prejudice to any other rights or
         remedies of the

                                       46
<PAGE>

         Purchasers hereunder in law or in equity, be liable to the Purchasers
         for all costs so incurred by them in excess of the Contract Price,
         taking into account any sums due under this Contract to the Contractor
         for Work commenced, partly executed or completed and accepted by the
         Purchasers or materials, plant, machinery, tools and implements and
         other things purchased, used or to be used in connection with the Work.

22.6     If the Contract is terminated in accordance with sub-clause 22.2, the
         Contractor shall not be relieved from any liability for damages or
         other remedies which may have been incurred by reason of any breach of
         the Contract. This shall include, but is not limited to, the invocation
         of the Letter of Performance Guarantee and the Letter of Guarantee
         Against Payment.

                                       47
<PAGE>

CLAUSE 23 TERMINATION BECAUSE OF FORCE MAJEURE

23.1     In the event that the Contractor is unable to implement the Contractor
         for a period of more than six (6) calander months because of an event
         of Force Majeure, the Contractor may apply to the Purchasers for
         termination of the Contract. If the Purchasers are in agreement with
         such application, then the Contract may be so terminated. Nonetheless,
         the Purchasers reserve the right to terminate the Contract in the
         event that the Contractor is unable to implement the Contract for a
         period of more than six (6) calendar months because of an event of
         Force Majeure with immediate effect.

23.2     In the event that the Contractor is delayed or prevented from
         performing any of its obligations under the Contract by an event of
         Force Majeure, but not including events of Force Majeure that preclude
         the Purchasers from fulfilling their responsibilities under the
         Contract, and such cause shall continue to a delay or prevent
         continuance of the Work for a continuous period of six (6) calendar
         months or more, the Purchasers may terminate the Contract.

23.3     Upon termination as provided for in sub-clauses 23.1 and 23.2 above,
         the Purchasers may at their discretion require the Contractor to
         translate to the Purchasers title in any equipment or materials held by
         the Contractor or its Sub-Contractors under the Contract.

23.4     In the event that payments already made to the Contractor under this
         Contract exceed the value of those items retained or obtained under the
         sub-clause above, then the Contractor shall repay such excess to the
         Purchasers within sixty (60) days from the date of notification and if
         not paid, such excess shall be a debt due to the Purchasers.

                                       48
<PAGE>

CLAUSE 24 INTELLECTUAL PROPERTY - INDEMNITY

24.1     The Contractor shall fully indemnify and keep indemnified the
         Purchasers against all actions, claims, demands, costs, charges and
         expenses arising from or incurred by reason of any infringement or
         alleged infringement of any patents, copyright, or any similar
         protection of intellectual property by the use, sale or transfer by the
         Purchasers of any of the proprietary information or materials supplied
         by the Contractor under the Contract, but such indemnity shall not
         cover any use of the proprietary information or materials otherwise
         than for the purpose indicated by or reasonably inferred from the
         Contract.

24.2     In the event of any infringement or alleged infringement or any claim
         being made or action brought against the Purchasers arising out of the
         matters referred to in this Clause:

                  (a)      The Contractor shall, as soon as reasonably
                           practicable, be notified and shall:

                      I.   at its own expense conduct all negotiations for the
                           settlement of the same, and any litigation that may
                           arise therefrom.

                      II.  give to the Purchasers such reasonable security as
                           shall from time to time be required by the Purchasers
                           to cover the amount ascertained or agreed or
                           estimated, as the case may be, of any compensation,
                           damages, expenses and costs for which the Purchasers
                           may be liable;

                  (b)      The Purchasers shall, at the request of the
                           Contractor, afford all reasonable assistance for the
                           purpose of contesting any such claim or action, and
                           shall be repaid any expenses incurred in so doing.
                           The Purchasers shall not make admission prejudicial
                           to the Contractor's contesting such claim or action
                           Insofar as they are legally able to avoid making any
                           such admission:

                  (c)      In the event that the Contractor fails to take over
                           the conduct of the negotiations and litigation within
                           thirty (30) days of being notified of any claim or
                           action, or fails to provide the Purchasers with any
                           security required by the Purchasers under this sub-
                           clause, the Purchasers may conduct negotiations and
                           litigation for the settlement of the same and shall
                           be released from their obligations under sub-clause
                           24.2 (b) and reimbursed by the Contractor for all
                           such expenses and payments.

24.3     If the Network or any part thereof is held to constitute infringement
         and is subject to an order restraining its use or providing for its
         surrender or destruction, the Contractor shall at its own expense
         immediately either:

                  (a)      procure for the Purchasers the right to retain and
                           continue to use the Network;

                                       49
<PAGE>

                  (b)      or modify the Network so that it becomes non
                           Infringing.

24.4     The Contractor has no liability for any claim of Infringement based
         upon alteration or modification of any software supplied hereunder
         without the contractor's consent.

                                       50
<PAGE>

CLAUSE 25 CONFIDENTIALITY OF INFORMATION AND TECHNOLOGY

25.1     Ownership of any Information provided by the Contractor to the
         Purchasers or by the Purchasers to the Contractor shall remain with
         the party providing the Information.

25.2     Information furnished by one Party to another shall be kept
         confidential by the Party receiving it, and shall be used only for the
         construction, maintenance, operation or repair of the Network, or the
         performance of the Contract, and may not be used for any other
         purposes, or disclosed to third party(s) without the prior written
         consent of the Party owning the information, unless:

                  (a)      such information was previously known to the
                           receiving Party free of any obligation to keep it
                           confidential; or

                  (b)      such information has come into the public domain
                           other than by a breach of confidentiality by the
                           receiving Party; or

                  (c)      such information is required to be disclosed pursuant
                           to an order of the court or under any written law or
                           regulation; or

                  (d)      such information is developed independently by either
                           party's employees who had no access to such
                           confidential information where the party can document
                           such independent development.

25.3     The Contractor shall not disclose any route survey information obtained
         and produced as a result of the cable route survey without the prior
         written consent of the Purchasers, except where such disclosure is for
         the purposes of the Contract.

25.4     The Purchasers do not intend to, and will not knowingly, without the
         prior written consent of the Contractor, disclose or transfer directly
         or indirectly:

                  (a)      any Intermediate product (including processes,
                           materials and services) produced directly by the use
                           of the information obtained by or through the
                           Contractor; or

                  (b)      any commodity produced by such intermediate product
                           if the intermediate product of the information
                           obtained by or through the Contractor is a plant
                           capable of producing a commodity or is a major
                           component of such plant.

                                       51
<PAGE>

CLAUSE 26 RESPONSIBILITY FOR OBTAINING PERMITS AND FOR CUSTOMS CLEARANCE AND
          OTHER FORMALITIES

26.1     Responsibilities of the Contractor

       26.1.1     The Contractor shall obtain the necessary licenses, permits
                  and authorisations from the appropriate authorities and
                  organisations as listed in Appendix 6, including, but not
                  limited to:

                  (a)      those for works and cable laying associated with the
                           land portion;

                  (b)      those for cable laying operations, and other
                           associated marine activities, including, but not
                           limited to environmental studies, surveys in the
                           Purchasers' territories including the Purchasers'
                           territorial waters and exclusive economic zones.

                  (c)      those for Import and installation of equipment
                           specified in the Contract and which is necessary for
                           the construction of the Network

       26.1.2     The Contractor shall be responsible for the customs clearance
                  of all materials and equipment to be imported in each of the
                  Purchasers' countries/territories. For the implementation of
                  this Contract, the Contractor shall be liable for any damages
                  which the Purchasers may sustain should the Contractor be
                  unable to perform the Contract in accordance with the
                  provisions hereof.

       26.1.3     Any Involvement of the Purchasers in the importation and
                  customs clearance of the materials and equipment to be
                  imported shall not release the Contractor from any contractual
                  liability.

       26.1.4     In the case of temporary importation all operations and
                  related activities shall be the exclusive responsibility of
                  the Contractor. The Contractor shall be responsible for the
                  maintenance of the materials or equipment in question while
                  they remain in the Purchasers' countries/territories as well
                  as for their re-exportation.

       26.1.5     The Contractor shall provide at least one (1) month notice of
                  its intention to commence any activities within the territory
                  of any landing point country/territory.

       26.1.6     In addition, should the agreements of third
                  countries/territories be needed for cable laying operations
                  and other associated marine activities, the Contractor shall
                  obtain at its own cost, with the assistance of the Purchasers
                  if necessary, such agreements from the relevant government
                  authorities.

       26.1.7     The Contractor shall provide, to Purchasers at least one (1)
                  month notice of all the freight and shipment arrangements
                  (whether by land,

                                       52
<PAGE>

                  sea or air) and of the invoice for each shipment or dispatch
                  of under materials and equipment.

       26.1.8     The Contractor shall send the following documents by air mail
                  under registered cover to the appropriate Purchasers, as
                  required:

                  (a)      original bill of lading in the name of the relevant
                           Purchaser or air bill;

                  (b)      copies of the invoice;

                  (c)      copies of the packing list; and

                  (d)      certificate of origin, or goods circulation
                           certificate.

                  The format of the invoices shall be agreed between the
                  Contractor and the Purchasers.

       26.1.9     Pro forma invoices are to detail the unit price of each item
                  and its Price. Schedule reference number.

26.2     For undertaking of Work in Thailand, the Contractor shall apply for any
         required license in accordance with Foreign Business Act B. E 2542
         (1999) All Work in Thai territory shall not be proceeded without valid
         license(s). The Contractor agrees that the execution of this Contract
         is conditional of obtaining valid license(s).

                                       53
<PAGE>

CLAUSE 27 NOTICES

27.1     Any notice to be given to either Party under the terms of the
         Contract shall, without prejudice to any other way of serving it, be
         sufficiently given if sent by registered post to the following
         nominated addresses, and at least two (2) working days advise given by
         facsimile that notice is to be served. Notices shall be deemed to have
         been given within ten (10) calendar days of being posted.

27.2     Address for notices to the purchasers

         CAT:

                   Senior Director, Procurement Department
                   The communications Authority of Thailand
                   99 Chaeng Watthana Road
                   Bangkok, Thailand
                   Telephone : +66 2 573 5417
                   Fax : 66 2 573 5476

                   And copy to:
                   Senior Director, Submarine Cable Department
                   The Communications Authority of Thailand
                   99 Chaeng Watthana Road
                   Bangkok, Thailand
                   Telephone: + 66 2 506 3352
                   Fax:+ 66 2 573 5476

         PT Telkom

                   International Business Project Director
                   Jalan Dr. Soepomo 139, 2(nd) Floor
                   Jakarta 12810
                   Indonesia
                   Telephone: +62 21 8379 2400
                   Fex: +62 21 8370 1000

                   And copy to:
                   Head of Network Division
                   Jalan Japati 1, 2(nd) Floor
                   Bardung, 40133
                   Indonesia
                   Telephone: +62 22 452 2315
                   Fax: + 62 22 452 2321

         Sing Tel:

                   Submarine Cable Division
                   375 Tanjong Katong Road, #01-00
                   Katong Submarine Cable Station
                   Singapore 437132, Singapore
                   Telephone: +65 6346 3717

                                       54

<PAGE>

                   Fax: +65 6345 2258

         Addresses for notices to the Contractor

                   Submarine Network Division
                   NEC Corporation
                   7-1, Shiba 5-chome, Minato-ku
                   Tokyo 108-8001, Japan
                   Telephone: +81 3 3798 6749

                   Fax: +81 3 3798 9117

         Either Party shall give written notice to the other of any change to
         such nominated addresses.

                                       55

<PAGE>

CLAUSE 28 CLAUSE HEADINGS

The headings of Clauses are provided for convenience only and shall not be used
to interpret the Contract and shall not be deemed to form part of the Contract.

                                       56

<PAGE>

CLAUSE 29 LIMITATION OF LIABILITY

29.1     Except as specifically provided for under the Contract, in no
         circumstances shall any of the Purchasers, nor the Contractor, be
         liable to one and the other for consequential, incidental of indirect
         damages and the liability of the Purchasers and the Contractor to each
         other shall not exceed the Contract Price.

29.2     Notwithstanding sub-clause 29.1 above, the liability of the Contractor
         shall not be limited and shall include direct, consequential,
         incidental or indirect damages in the case of:

         (a)      death of personal injury;

         (b)      environmental damage resulting from the Contractor's work;

         (c)      the wilful failure of the Contractor to perform their
                  contractual obligations;

         (d)      fraud of illegal or unlawful acts:

         (e)      acts or omissions of the Contractor which are contrary to the
                  most elementary rules of diligence which a conscientious
                  Contractor would have followed in similar circumstances, or

         (f)      damage to any property other than the Network.

                                       57
<PAGE>

CLAUSE 30 SEVERABILITY

If any of the provisions of the Contract shall be invalid or unenforceable, the
entire Contract shall not thereby be rendered invalid or unenforceable, but
shall be constructed as if it did not contain the particular invalid
unenforceable provisions. The rights and obligations of the Parties shall be
construed and enforced accordingly.

                                       58
<PAGE>

CLAUSE 31 CONTRACTOR TO CONFORM TO REGULATIONS

31.1     The Contractor shall comply with the requirements of all laws in the
         countries/territories, states, provinces and territories in which any
         part of the Work under this Contract is to be done and with all
         ordinances, regulations, rules, by-laws, orders and proclamations made
         or issued under the same and with any lawful requirements thereunder
         and with the lawful requirements of public, municipal and other
         authorities within those countries/territories, states, provinces and
         territories in any way affecting this Contract or applicable to any
         Work thereunder.

31.2     The Purchasers shall not be responsible for any acts, defaults,
         neglects or omissions of the Contractor that violate the laws,
         statutes, orders, rules, decrees, or regulations of any jurisdiction in
         which the Work is carried out.

31.3     The Contractor shall be deemed to have satisfied itself that it has
         obtained all necessary information and assessed all risks, including
         but not limited to regulatory and fishermen permitting risks, with
         respect to the Work and the Contract including but not limited to the
         matters listed below:

              (a)      Fees, pilotage and any dues payable to port authorities;

              (b)      Conditions affecting labour including work permits.

              (c)      Rules and regulations of governments and/or port
                       authorities;

              (d)      Permits or approvals to lay the Network in the
                       territorial waters, exclusive economic zones or other
                       claimed waters through which it passes, and the land
                       route through which it passes;

              (e)      Permits related to the environment impact of the cable
                       laying and burial operations.

         The Contractor shall not claim for any additional payment arising from
         the above.

31.4     The Contractor shall be deemed to have fully examined and independently
         verified the documents referred to in Clause 2 (Contract Documents)
         hereby and all drawings, specification, schedules, terms and conditions
         of this Contract, regulations and other information in relation to the
         Contract and to have fully understood and satisfied itself as to all
         information which is relevant as to the risk whether political or
         otherwise, contingencies and other circumstances which could affect the
         Contract, and in particular the laying of the cable. The Purchasers,
         their servants and agents and all of them shall have no liability in
         law or equity or in Contract or in tort or pertinent to any other cause
         of action with respect to any such information, risks, contingencies or
         other circumstances.

                                       59
<PAGE>



CLAUSE 32 SETTLEMENT OF DISPUTES AND APPLICABLE LAWS

32.1     The Contractor and the Purchasers shall endeavour to settle any
         dirrerences of opinion which may arise during the implementation of the
         Contract in an amicable manner.

32.2     Any difference of opinion which may arise in respect of the
         interpretation and implementation of the Clauses of the Contract and
         any dispute which may subsist shall be settled in accordance with the
         Rules of Arbitration and Concillation of the international Chamber of
         Commerce by one or several Arbitrators sitting in Paris designated in
         accordance with the said Rules.

32.3     The language to be used in the arbitration shall be the English
         language.

32.4     The Contract shall be subject to, construed and interpreted in
         accordance with the laws of England, except that the Contract shall be
         construed and interpreted in accordance of the law of respective
         Purchaser's country/territory for and dispute of incident relating to
         the Purchaser only.

                                       60
<PAGE>

CLAUSE 33 KEEPING OF RECORDS

33.1     For all items specified in Part 2 (Price Schedule), the Contractor
         shall keep and maintain such books, records, vouchers and accounts with
         respect to its billing of those items to the Purchasers until five (5)
         years from the Network Acceptance Date.

33.2     For any item quoted on a cost incurred basis, the Contractor shall keep
         and maintain such books, records, vouchers and accounts of all costs
         with respect to the engineering, provision and installation of
         facilities of the Network until five (5) years from the Network
         Acceptance Date.

33.3     The Contractor shall obtain from its Sub-Contractors such supporting
         records for other than the cost of fixed cost items subject to the
         conditions of sub-clause 33.2, as may be reasonably required and shall
         maintain such records for a period of five(5) years from the Network
         Acceptance Date.

33.4     The Contractor shall afford the Purchasers the right to review the said
         books, records, vouchers and accounts of all costs required to be kept,
         maintained and obtained pursuant to this Clause.

                                       61
<PAGE>

CLAUSE 34 ENTIRE AGREEMENT AND AMENDMENTS

34.1     This Contract supersedes all prior oral or written understandings
         between the Purchasers and the Contractor concerning the subject matter
         of this Contract This Contract and any of its provisions may only be
         altered or added to by another agreement in writing signed by a duly
         authorised person on behalf of each and every Party to this Contract.

34.2     The Parties acknowledge and agree that:

                  (a)      they have not been induced to enter into this
                           Contract by any representation, warranty or other
                           assurance not expressly incorporated into it; and

                  (b)      in connection with this Contract, and except in
                           the case of fraud, their only rights and remedies in
                           relation to any representation, warranty or other
                           assurance shall be for breach of the terms of this
                           Contract and all other rights and remedies are
                           excluded.

                                       62
<PAGE>

CLAUSE 35 RELATIONSHIP BETWEEN THE PARTIES

35.1     The relationship between the Purchasers, each to each, is not and shall
         not be that of partners and nothing herein contained shall be deemed to
         constitute a partnership between them or any of them. The common
         enterprise between the Purchasers shall be and is limited to the
         express provision of this Contract and shall exist in no other way.

35.2     The Parties agree that no contractual relation is created between. the
         Purchasers and any of the Contractor's Sub-Contractors, suppliers or
         agents.

35.3     The relationship between the Contractor and the Purchasers shall not be
         deemed to be that of an agent and principal.

35.4     The liability of the Purchasers shall not be joint but several.

                                       63

<PAGE>

CLAUSE 36 AGENTS AND REPRESENTATIVES OF THE PURCHASERS

The Purchasers may nominate such agents or representatives, as they may desire,
to carry out any of their responsibilities or to exercise any of their rights
under this Contract. The Purchasers shall notify the Contractor in writing of
any such nominations.

                                       64
<PAGE>

CLAUSE 37 SUCCESSORS BOUND

This Contract shall be binding on the Contractor and on each Individual
Purchaser and their respective successors and their permitted assigns.

                                       65
<PAGE>

CLAUSE 38 COMING INTO FORCE OF THE CONTRACT

38.1     The Purchasers and the Contractor agree that the Contract will enter
         into force after its execution and upon receipt of the Letter of
         Performance Guarantee referred to in Clause 6 (Letter of Performance
         Guarantee) by the Purchasers.

38.2     When the above condition is complied with, then the Purchasers shall
         immediately notify the Contractor, and the Contract shall come into
         force on the date of receipt of such notice.

38.3     If the Contract has not come into force after ninety (90) days from the
         signing of the Contract, the Parties will attempt to reach an agreement
         in order to extend the said limit.

                                       66

<PAGE>

CLAUSE 39 PUBLICITY

39.1     No publicity relating to this Contract shall be published by the
         Contractor in any newspaper, magazine, journal or any other medium
         without the prior written approval of the Purchasers:

39.2     Without prejudice to any prior obligations of confidentiality it may
         have, the Contractor shall ensure that no publicity, relating to the
         Contract, shall take place without the prior written agreement of the
         Purchasers.

39.3     This provision shall survive the expiry or termination of the Contract.

                                       67

<PAGE>


CLAUSE 40 SOFTWARE

40.1     The Contractor hereby grants to the Purchasers an irrevocable
         non-exclusive royalty-free license to use, copy and use as copied all
         Software Including related documentation provided under this Contract
         throughout the Network design life. This license shall be limited to
         use of the Software for the purpose of operation and maintenance of the
         Network, and shall commence from the date of delivery of each item of
         Software or related documentation to the Purchasers.

40.2     The Contractor shall fully disclose and supply and keep supplied in
         confidence to the Purchasers the latest version of all the Software
         including documentation, with relevant information about their release
         status.

40.3     The Contractor shall take suitable precautions to protect the
         documentation and relevant source code against loss of any kind.
         Up-to-date copies of the latest documentation and relevant source code
         shall be stored by the Contractor in a safe and secure location remote
         from its normal work premises for the period of the design life of the
         Network.

40.4     In addition to the above, the Contractor shall place into an escrow
         account with an independent third party escrow agent, upon the terms
         and conditions of the Escrow-Agreement set out in Appendix 7 hereto;
         one copy of the source code and object code of the latest version of
         the Software, both in human readable format, if required, and machine
         readable format, as well as details of host machines and sufficient
         documentation including software tools to enable modification of the
         Software and shall ensure that such source code, object code and
         documentation provided hereunder are always complete and up-to-date.
         The Contractor shall further grant the Purchasers an irrevocable,
         non-exclusive, non-transferale (except that a Purchaser may assign such
         license in the event of its amalgamation or reconstruction),
         royalty-free license, to use the source code to modify, and use as
         modified, the Software, provided that such-license is limited to the
         circumstances where the Purchasers terminate the Contract due to the
         Contractor's default pursuant to Clause 22 (Termination for Default)
         hereof or if the Contractor, following the expiration of the warranty
         period set out in Clause 18 (Warranty), refuses or is not in a position
         to satisfy the Purchasers' reasonable requests for a software
         modification at reasonable cost or within such timescale as the
         Purchasers may reasonably require. Such refusal or inability shall be
         notified in writing by the Contractor to the Purchasers. For the
         avoidance of doubt the Purchasers shall not be entitled to sub-license
         the Software either in Its original form or as modified.

40.5     For the purpose of this Clause, the latest version shall mean the last
         maintained release issued by the Contractor at the time of the end of
         the five (5) year warranty period (or such extended warranty period
         selected by the Purchasers).

                                       68

<PAGE>


CLAUSE 41 INDEMNITIES TO SURVIVE TERMINATION

Each indemnity in this Contract is a continuing obligation, independent from the
other obligations of the Contractor and survives termination of this Contract.

                                       69

<PAGE>

CLAUSE 42 SIGNATURE

The Contract will be executed in 4 originals.

                                       70

<PAGE>

CLAUSE 43 NO WAIVER BY PURCHASER

43.1     The failure of the Purchasers in any one or more instances to insist
         upon strict performance of any of the terms or provisions of the
         Contract or to exercise any right or option herein conferred shall not
         be construed as a waiver or relinquishment, to any extent, of the right
         to assert or rely upon any such terms or provisions or options on any
         future occasion.

43.2     Except as otherwise provided under the Contract, no delay or failure of
         the Purchasers to exercise any right or remedy under the Contract will
         operate as a waiver thereof. No right or remedy conferred upon or
         reserved to the Purchasers under the Contract is exclusive of any other
         right or remedy under the Contract or any right or remedy provided or
         permitted by law.

                                       71
<PAGE>

CLAUSE 44 CONTRACTOR'S STAFF ON SITE

Unless otherwise agreed in writing, the Contractor shall give at least fourteen
(14) calendar days' written notice before commencing Work on Purchaser's site
(including but not limited to cable stations, man-holes etc) and shall name
those employees and Sub-Contractors requiring access. The Purchasers may object
to and direct the Contractor to remove within twenty-four (24) hours any person
employed by the Contractor or any Sub-contractor in connection with the Work who
in the opinion of the Purchasers, misconducts himself/herself or is incompetent
or negligent in the Performance of his/her duties and such person shall not be
employed again in connection with the Work without the prior approval of the
Purchasers.

                                       72
<PAGE>

CLAUSE 45 INTENTIONAL BLANK

                                       73
<PAGE>

CLAUSE 46 SHIPMENT TO THAILAND

46.1     According to notification issued by the Minister of Transport and
         Communications, whenever the Contractor has to Import Equipment into
         Thailand from a foreign country and the Equipment are to be carried by
         sea, the Contractor shall use Thai vessels for carriage service
         purposes so long as there is space available in such vessel. The
         Contractor must at all times comply with the requirements provided in
         the Thai Mercantile Marine Promotion Act.

                                       74
<PAGE>

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

THE PURCHASERS

SIGNED for and on behalf of
the Purchasers

By: /s/ Kittin Udomkiat
    ----------------------------------------
    THE COMMUNICATIONS AUTHORITY OF THAILAND

By: /s/ Kristiono
    --------------------------------------------------
    PERUSAHAAN PERSEROAN (PERSERO) P.T. TELEKOMUNIKASI
    INDONESIA TBK

By: /s/ Ng Seng Sum
    ------------------------------------
    SINGAPORE TELECOMMUNICATIONS LIMITED

THE CONTRACTOR

SIGNED for and on behalf of
NEC

By: /s/ Botaro Hirosaki
    ------------------------------------
    NEC CORPORATION

                                       75

</TEXT>
</DOCUMENT>
