Term              :   Three (3) years

Commencing        :   1st March 2005

Expiring          :   29th February 2008

Monthly Rents :

(A) Basic Rent:

exclusive of rates and operating charges

(B) Operating Charges :

THIS LEASE made this 26th day of January Two Thousand and Five

BETWEEN

The Company more particularly described in Part I of Schedule 3 hereto (hereinafter with its successors and assigns where the context so admits called "the Landlord") of the one part and the person, persons or company more particularly described in Part II of Schedule 3 hereto (hereinafter called "the Tenant") of the other part.

IT IS HEREBY AGREED as follows:

1. The Landlord shall let and the Tenant shall take All the Premises more particularly described in Part III of Schedule 3 hereto (hereinafter referred to as "the Premises") Together also with the use of the entrances staircases landings and passages (so far as the same are necessary to the enjoyment of the Premises) in common with the Landlord and any other tenant or tenants of the Building (as defined in Part III of Schedule 3) And together also with the use in common with others of the lifts escalators (if any) and central air-conditioning services whenever the same shall be operating excepting and reserving unto the Landlord the rights set out in Schedule 1 hereto for the term of years set out in Part IV of Schedule 3 hereto (hereinafter referred to as "the Term") yielding and paying to the Landlord the monthly rent set out in Part I of Schedule 4 hereto (herein called "the Rent") exclusive of Operating Charges, Rates and other outgoings payable in advance on the first day of each and every calendar month without any deduction or set off (whether legal or equitable) whatsoever. If the commencement of the Term does not fall on the first day of a calendar month, the first and last payments shall be apportioned according to the number of days in the respective months in which the Term commences and expires.

2. THE TENANT HEREBY COVENANTS AND AGREES WITH THE LANDLORD to observe perform and comply with the following throughout the Term and the tenancy of the Premises:

(a) To pay the Rent for the Premises and the Operating Charges monthly in advance to the Landlord in Hong Kong Currency on the first day of every calendar month during the Term such payment to be effected in such manner as shall from time to time be designated by the Landlord without any deduction on account of any set-off or claim which the Tenant may have against the Landlord or otherwise. The Operating Charges at the commencement of the Term shall be the sum set out in Part II of Schedule 4 hereto. If at any time the operating cost relating to the maintenance and management of the Building shall have increased the Landlord and/or its managing agent ("the Managing Agent") shall be entitled to increase the Operating Charges from time to time. If the Tenant shall fail to pay any of the Rent or the Operating Charges or such other sums due hereunder within fifteen days from the time when the same become due the Tenant shall pay interest thereon at the rate of twenty per cent per annum from the date on which the same became due (not fifteen days thereafter) to the date of payment. The demand and/or receipt by the Landlord of interest pursuant to this clause shall be without prejudice to and shall not affect the right of the Landlord to exercise any

other right or remedy (including the right of re-entry) exercisable under this Lease. All such interest due on the Rent unpaid under this Lease shall be deemed to be part of the Rent for the Premises and shall be recoverable by the Landlord accordingly by distraint or otherwise.

(b) To pay and discharge all rates taxes assessments duties charges impositions and outgoings of non-capital or recurring nature whatsoever now or hereafter to be imposed or charged by the Government or other lawful authority on or in respect of the Premises or upon the owner or occupier in respect thereof (Government rent and Property Tax alone excepted).

(c) To be responsible to pay all charges and deposits to the relevant utility supply companies in respect of gas and electricity which shall be consumed or supplied on or to the Premises and to indemnify the Landlord against any action claim demand proceedings loss and damages incurred by the Landlord due to the Tenant's failure to pay such charges and deposit.

(d) To pay the Rent, Rates, Operating Charges and other periodic charges mentioned herein by way of cheques provided by member banks of The Hong Kong Association of Bank, or in Banknotes if so required or in such manner as the Landlord may determine.

(e) To observe obey and comply with all existing house rules management notices and such other regulations and notices relating to the Premises and/or the Building as may from time to time issued by the Landlord and/or the Managing Agent (hereinafter collectively called "the House Rules"). The Landlord and/or the Managing Agent may from time to time establish such additional House Rules as it may deem necessary for the management and control of the Building and may also from time to time alter amend and/or repeal the House Rules and this Lease shall be in all respects subject to the House Rules which when a copy thereof has been furnished to the Tenant shall be taken to be part hereof and the Tenant shall obey all the House Rules and see that they are faithfully observed by the visitors guests employees and licensees of the Tenant. In the event of any conflict between the House Rules and the terms of this Lease, the terms of this Lease shall prevail.

(f) (i) To comply with all the requirements of the Government or other lawful authorities and with all laws ordinances rules and regulations orders and notices with respect to the Premises.

(ii) To do everything necessary to obtain maintain continue and renew any licence or registration required by any laws ordinances rules regulations for using the Premises for the use allowed including paying all fees.

(iii) To observe and comply with all the terms of the Government Lease of Conditions under which the Landlord holds the Premises in so far as the same are applicable to the Premises or relating to the use and occupation of the Premises.

(iv) To indemnify the Landlord against all claims demands proceedings loss or damages costs and expenses arising from any breach by the Tenant of this clause.

(g) To keep and maintain all the interior of the Premises including but not limited to ceilings doors windows shopfront glass and the Landlord's fixtures and fittings ("the Landlord's Fixtures and Fittings") in good clean tenantable substantial and proper repair and condition and properly preserved and painted as may be appropriate when from time to time required and to so maintain, the same at the expense of the Tenant and deliver up the same to the Landlord at the expiration or sooner determination of the Term in the like condition replacing and reinstating any such part of the Premises damaged or destroyed by or through or in consequence directly or indirectly of any negligent act default or omission of the Tenant. The Tenant particularly agrees:

(i) To reimburse to the Landlord the cost of replacing all broken and damaged windows or glass whether the same be broken or damaged by the negligence of the Tenant or owing to circumstances beyond the control of the Tenant.

(ii) To repair or replace, if so required by the power supply company or other Authority as the case may be under the terms of any relevant ordinance for the time being in force or any regulations made thereunder, all the electrical wiring installations and fittings within the Premises and the wiring from the Tenant's meter or meters to and within the same.

(iii) To take all reasonable precautions to protect the interior of the Premises from damage threatened by an approaching storm, typhoon heavy rainfall or adverse weather condition.

(iv) To pay on demand to the Landlord all costs incurred by the Landlord in cleansing and clearing any of the drains choked or stopped up owing to the negligence of the Tenant or of his visitors guests employees or licensees (if any).

(v) To reimburse the Landlord the cost of repairing or replacing any air-conditioning fan-coil unit or any other part of the air-conditioning system or installation which is damaged or rendered defective by the misuse or negligence of the Tenant or any of the Tenant's visitors employees or licensees.

(vi) To be responsible for all damage or injury to the Premises the Landlord's Fixtures and Fittings or to the Building its apparatus or services which may be caused by the carelessness omission neglect improper use or conduct of or any cause attributable to the Tenant the servants employees agents or invitees of the Tenant including without in any way limiting the foregoing damage caused by the Tenant in moving property or equipment in or out of the Building or the Premises and such damage shall be repaired restored remedied or replaced promptly on the same being sustained at the sole cost and expense of the Tenant to the satisfaction of the Landlord by contractors and workmen employed or approved by the Landlord.

(vii) To be wholly responsible for any loss damage or injury caused to any person whomsoever or to any property whatsoever directly or indirectly through the defective or damaged condition of any part of the interior of the Premises or through the operation of any fixtures fittings wiring or piping or any plant or machinery therein and to make good the same by payment or otherwise and to indemnify the Landlord against all claims demands actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof.

(viii) To fully indemnify the Landlord against all claims demands actions and legal proceedings whatsoever made upon the Landlord in respect of any loss damage or injury to any person whomsoever or to any property whatsoever caused by the act default or negligence of the Tenant or by or through or in any way owing to the leakage or overflow of water or the escape of fumes smoke or fire or other substance or thing of whatsoever origin from the Premises or directly.

(h) To maintain the highest standards of cleanliness and hygiene and freedom from infection contamination and infestation by any form of pest which is a health hazard in all parts of the Premises.

(i) To fit out the interior of the Premises in a style and manner appropriate to a first class office premises at its own cost in accordance with the provisions of Schedule 5 hereto.

(j) (i) To permit the Landlord and its representatives and agents with or without workmen or others and with or without appliance to enter and view examine or inspect the state of repair of the Premises and the Landlord's Fixtures and Fittings and to take inventory thereof at any reasonable hour of the day; and

(ii) to make good all defects and wants of repair found to be the responsibility of the Tenant within fifteen days from the date of written notice from the Landlord; and

(iii) to permit the Landlord and its representatives and agents with or without workmen with or without appliance to enter the Premises to make or facilitate repairs or prevent damage to any part of the Premises which the Tenant has failed to effect or any part of the Building or facilities and services situate in the Premises and to remove such portions of the walls floors and ceilings of the Premises as may be required for the purpose of making such repairs or preventing such damage. If the Tenant shall not be personally present to open and permit an entry into the Premises when, for any reason, an entry shall be necessary or permissible hereunder, the Landlord or the Landlord's agents may forcibly or otherwise enter the Premises without rendering the Landlord or such agents liable to any claim or cause of action for damages by reason thereof if during such entry the Landlord shall have accorded reasonable care to the Tenant's property. The right and authority hereby reserved do not impose nor does the Landlord assume any responsibility or liability whatsoever for the care or supervision of the Premises or any of the pipes fixtures appliances or appurtenances therein contained or therewith in any manner connected except as may be herein specifically provided. The

Tenant shall indemnify the Landlord of all costs and expenses for any work carried out due to the Tenant's failure to comply with this Clause which shall be recoverable as a debt.

(k) To insure with a reputable insurance company in Hong Kong approved by the Landlord against all risks and claims by third parties in respect of damage or loss or injury to person or property in or to the Premises however caused or arising out of its use and occupation of the Premises and to pay all premiums therefor and on demand to produce (and if so required) deliver up to the Landlord or its agent every such policy of insurance and the receipt for the last payment of premium AND the Tenant hereby covenants with the Landlord that the Tenant will fully indemnify the Landlord and keep the Landlord indemnified against any claims made by third parties as aforesaid.

(l) Not to occupy or use the Premises or permit the same or any part thereof to be occupied or used for any purpose other than that as an office only.

(m) Not to permit any person to remain in the Premises overnight without prior written permission from the Landlord. Such permission will not be given unless the Landlord is satisfied that it is necessary for the Tenant's business operation or to enable the Tenant to post a watchman to look after the contents of the Premises. In no circumstances shall the Premises be used as sleeping quarters or as domestic premises within the meaning of the Landlord and Tenant (Consolidation) Ordinance (Cap. 7) or any other enactment or modification thereof for the time being in force.

(n) Not to do or permit to be done any act matter or thing in contravention of the terms of the Government Lease or Conditions under which the Landlord holds the Premises or any laws ordinances rules regulations orders notices affecting or relating to the Premises and the Tenant shall indemnify the Landlord against any breach thereof.

(o) Not to assign underlet or otherwise part with the possession of the Premises or any part thereof either by way of sub-letting lending sharing or other means whereby any person or persons not a party to this Lease obtains the use or possession of the Premises or any part thereof irrespective of whether or not any rental or other consideration is given for such use or possession and in the event of any such transfer sub-letting sharing assigning or parting with the possession of the Premises Clause 4(a) shall apply and this Lease may at the discretion of the Landlord be absolutely determined in which event the Tenant shall forthwith deliver vacant possession of the Premises to the Landlord in accordance with the provisions herein. The lease hereby granted shall be personal to the Tenant named in this Lease and, without in any way limiting the generality of the foregoing, the following acts and events shall, unless previously approved in writing by the Landlord (which approval the Landlord may give or withhold at its discretion without assigning any reason therefor), be deemed to be breaches of this Clause:

(i) in the case of a tenant which is a partnership the taking in of new partner or partners;

(ii) in the case of a tenant being an individual the death incapacity insanity or bankruptcy of the tenant;

(iii) in the case of a tenant being a corporation any take-over reconstruction amalgamation merger liquidation or change in the person or persons who owns or own a majority of the Tenant's voting shares or who otherwise has or have effective control thereof;

(iv) the giving by the Tenant of a Power of Attorney or similar authority whereby the donee of the Power of Attorney obtains the right to use possess occupy or enjoy the Premises or any part thereof or does in fact use possess occupy or enjoy the same; and

(v) the change of the Tenant's business name without the previous written consent of the Landlord.

(p) (i) Not without first obtaining the written consent of the Landlord to make or permit to be made any alteration in or addition to the Premises or to the water gas or steam pipes electrical installations and wiring or plumbing or the Landlord's Fixtures and Fittings nor to install any plant apparatus or machinery in the Premises or cut maim or injure or suffer to be cut maimed or injured any doors windows walls structural members or other fabric thereof or remove any additions improvements or fixtures from the Premises. If any Government authority or other lawful authorities requires or orders the Premises be altered added to modified or reinstated or that any fixtures or equipment be installed or removed the Tenant shall:

(1) give the Landlord promptly a copy of any notification to that effect;

(2) carry out the work required;

(3) indemnify the Landlord against any claims demands losses and damages arises from the breach of such request or orders by the Tenant.

(ii) If the Tenant shall hereafter place in the Premises any additions improvements or fixtures which can be removed without structural alterations then the Tenant shall have the right prior to the termination of this Lease to remove the same at the Tenant's own expense provided that:

(1) the Tenant at the time of such removal shall not be in default in the payment of the Rent or in the performance of any other clause provision or condition of this Lease;

(2) before any such removal the Tenant shall have given written notice to the Landlord specifying the additions improvements or fixtures which the Tenant proposes to remove specifying in detail the proposed replacements to be made by the Tenant and shall have obtained the Landlord's written approval of the replacement specifications; and

(3) the Tenant shall at the Tenant's own expense prior to the termination of this Lease replace all articles and materials removed with similar kind and equal or better quality customary in this type of high class commercial building and satisfactory to the Landlord and make good all damages caused by any removal and reinstate the Premises to good repair and condition and all such replacements and reinstatement shall be first-class in workmanship materials and finish and as specified in the notice provided for in paragraph (2)(p)(ii)(2) hereof.

(iii) Notwithstanding any provision herein the Tenant shall if so required by the Landlord remove all additions improvements or fixtures from the Premises and reinstate the Premises to their original state and condition to the satisfaction of the Landlord on the expiration or sooner determination of the Term hereby granted.

(q) Not to do or permit to be done anything whereby the policy or policies of insurance on the Premises or the contents thereof taken out by the Landlord or the Managing Agent for the time being subsisting may become void or voidable or whereby the rates of premium thereon may be increased and shall repay to the Landlord all sums paid by way of increased premium and all expenses incurred by the Landlord in or about any renewal of such policy or policies rendered necessary by a breach of this clause and the Landlord shall have the right to collect the same from the Tenant when charged to the Landlord as additional rent as referred to in Clause 2(a).

(r) Not to use the name of the Building designated by the Landlord for any purpose other than in its business address.

(s) Not to use the Premises for the storage of goods or merchandise other than in small quantities consistent with the nature of the Tenant's trade or business by way of samples and exhibits nor to keep or store or cause or permit to be kept or stored any hazardous or dangerous goods within the meaning of the Dangerous Goods Ordinance or any enactment amending modifying or replacing the same and the regulations applicable thereto from time to time in force.

(t) Not to permit or suffer any part of the Premises to be used for gambling or for any illegal immoral or improper purpose.

(u) Not to take delivery of furniture or fixtures or bulky items of goods in and out of the Building during normal office hours and under no circumstances shall passenger lifts be used for delivery purposes.

(v) Not to install additional locks bolts or other fittings to the Premises or in any way to cut or alter the same without the prior written consent of the Landlord.

(w) Not to place a load upon any floor of the Premises in excess of the loading for which the floor is designed. The Landlord reserves the right to prescribe the weight and position of all safes and heavy machinery which must be placed so as to ensure an acceptable distribution of weight.

(x) Not to make or permit to be made any music or noise vibration or offensive odours so as to cause a nuisance or annoyance to or cause reasonable complaints from the Landlord or any other tenants of the Building or do or permit anything to be done therein which will interfere with the rights comfort or convenience of the other tenants.

(y) For the period of six months prior to the expiration of the Term to permit the Landlord to display on the exterior of the Premises any requisite termination notice and during such period to permit the Landlord and its representatives to enter the Premises with prospective tenants at reasonable hours of the day to view and inspect the same.

(z) To permit the Landlord at all times during the Term to exercise without interruption or interference any of the rights set out in Schedule 1 hereto.

(aa) On the expiration of the Term hereby granted or upon an earlier termination of this Lease to deliver up vacant possession of the Premises to the Landlord with all additions improvements and fixtures then included therein except otherwise required by the Landlord to remove as hereinabove provided in a good clean and tenantable repair and condition to the satisfaction of the Landlord.

3. THE LANDLORD HEREBY COVENANTS WITH THE TENANT as follows:

(a) To keep in good repair the Building's main walls roofs main passages main stairways main electricity cables and main drains and pipes intended for the general service of the Building and all such repairs shall be at the expense of the Landlord unless the same shall have been rendered necessary by the act or neglect or carelessness of the Tenant or any of the visitors guests employees contractors or licensees of the Tenant in which case the expense shall be borne by the Tenant Provided that the Landlord's liability hereunder shall not be deemed to have arisen unless and until notice in writing of any want of repair shall have been previously given by the Tenant to the Landlord and the Landlord shall have failed to repair the same within a reasonable time.

(b) To carry out routine maintenance work to the common areas and facilities of the Building in such manner as the Landlord may think fit.

(c) To provide and maintain for the Premises a central air-conditioning service during air-conditioning supply hours set out in Part III of Schedule 4

subject to the Landlord's right to revise such air-conditioning supply hours. No central air-conditioning supply will be provided outside these hours other than as may be agreed in advance with the Landlord and subject to the Tenant paying extra air-conditioning charges. Notwithstanding any provision to the contrary the Landlord shall not be liable to pay compensation to the Tenant in respect of any period during which the air-conditioning plant shall not be operating as the result of mechanical or power failure need of maintenance repair or overhaul or for any other reason beyond the control of the Landlord nor shall the Landlord be liable to grant to the Tenant any reduction or abatement of rent in respect of such interruption.

(d) Upon the Tenant duly paying the Rent and observing and performing the terms and complying with the conditions on the part of the Tenant to be performed as herein set forth at all times during the Term hereby granted to allow the Tenant quietly hold and enjoy the Premises without any suit trouble or hindrance from the Landlord or anyone lawfully claiming under through or in trust for the Landlord.

(e) To pay the Government Rent and Property Tax in respect of the Premises during the continuance of the Term.

4. IT IS HEREBY MUTUALLY AGREED as follows:

(a) (i) If the Rent and/or the Operating Charges and/or other moneys hereby reserved or any part thereof shall be unpaid for 15 days after the same shall become payable whether formally demanded or not; or

(ii) If the Tenant shall default in the performance or observance of any term or condition hereof; or

(iii) If the Tenant shall become bankrupt or enter into any composition or arrangement with creditors or shall suffer any execution to be levied on its goods or a petition for bankruptcy or winding up shall have been lodged against the Tenant;

then and in any such case it shall be lawful for the Landlord to re-enter the Premises or any part thereof in the name of the whole and thereupon this Lease shall absolutely determine and the deposits paid by the Tenant to the Landlord shall be absolutely forfeited to the Landlord as and for liquidated damages and not as a penalty but without prejudice to any right of further action of the Landlord in respect of any antecedent breach of the Tenant's terms and conditions and a written notice given by the Landlord to the Tenant to the effect that the Landlord thereby exercises the right of re-entry hereby conferred shall be a full and sufficient exercise of such power notwithstanding any statutory or common law provisions to the contrary.

(b) Notwithstanding anything hereinbefore contained and without prejudice to the Landlord's rights for damages and other remedies if the Tenant shall fail to pay the Rents and/or the Operating Charges and/or other moneys herein reserved or any part thereof on due dates the Landlord shall be entitled to:

(i) any or all of the following on full indemnity basis recoverable as a debt:

(1) such sum as the Landlord shall reasonably determine to be collection charges for the additional work incurred by the Landlord's staff in collecting the Rents and/or the Operating Charges and/or other moneys unpaid or any part thereof;

(2) all solicitors' and/or counsels' fees (on a solicitor and own client basis) and court fees and other costs and expenses whatsoever incurred by the Landlord for the purpose of recovering the Rents and/or the Operating Charges and/or other moneys unpaid or any part thereof; and

(3) any other fees paid to debt-collectors appointed by the Landlord for the purpose of collecting the Rents and/or the Operating Charges and/or other moneys unpaid or any part thereof.

(ii) terminate or disconnect the supply of air-conditioning and other services and facilities to the Premises and/or to the Tenant.

(iii) dispose of any chattel object or thing left at the Premises in such manner as the Landlord may think fit at the costs of the Tenant in the event of the Landlord exercising its right of re-entry and such costs shall be recoverable from the Tenant as a debt.

(c) The Tenant shall deposit with the Landlord the sum of set out and in the manner set out in Part IV of Schedule 4 hereto (herein referred to as "the Deposit") as security for the due payment of the Rent the Operating Charges and other moneys hereby stipulated and the due observance and performance of the term and conditions herein contained and on the part of the Tenant to be observed and performed. The Deposit shall be subject to revision in the event of adjustment in the Rent and/or Operating Charges and/or other moneys payable hereunder in the manner set out in Part IV of Schedule 4. The Deposit shall be retained by the Landlord for its own use and benefit throughout the Term free of any interest to the Tenant with power for the Landlord without prejudice to any other right or remedy hereunder to forfeit or to deduct therefrom the amount of any of the Rent the Operating Charges or other moneys payable hereunder which is in arrears or any loss or damage sustained by the Landlord as the result of any non-observance or non-performance by the Tenant of any such agreement stipulation or condition. In the event of any deduction being made by the Landlord from the Deposit in accordance herewith the Tenant shall on demand by the Landlord forthwith further deposit the amount so deducted and failure by the Tenant so to do shall entitle the Landlord forthwith to re-enter the Premises and to determine this Lease and forfeit the balance of the Deposit as herein provided. In the event that Landlord assigning or transferring the ownership of the Premises to any party subject to and with the benefit of this Lease, the Landlord may transfer the Deposit to the new owner (less any deduction that the Landlord may make according to the provisions herein) and the Tenant shall be deemed to have waive all claims against the Landlord for the refund of the Deposit

hereunder upon the transfer of the Deposit Provided Always that such transfer shall not affect the rights of the Tenant to claim against the new owner for the refund of the Deposit. Subject as aforesaid the Deposit shall be refunded to the Tenant by the Landlord without interest within thirty days after the expiration or sooner determination of this Lease and the delivery of vacant possession of the Premises to the Landlord or within thirty days of the settlement of the last outstanding claim by the Landlord against the Tenant in respect of any breach non-observance or non-performance of any of the agreements stipulations or conditions herein contained and on the part of the Tenant to be observed and performed whichever is the later.

(d) Acceptance of the Rent by the Landlord shall not be deemed to operate as a waiver by the Landlord of any right to proceed against the Tenant in respect of any breach by the Tenant of any of its obligations hereunder. No condoning excusing or overlooking by the Landlord of any default breach or non-observance or non-performance by the Tenant at any time or times of any of the Tenant's obligations herein contained shall operate as a waiver of the Landlord's rights hereunder in respect of any continuing or subsequent default breach or non-observance or non-performance or so as to defeat or affect in any way the rights of the Landlord herein in respect of any such continuing or subsequent default or breach and no waiver by the Landlord shall be inferred from or implied by anything done or permitted by the Landlord unless expressed in writing and signed by the Landlord.

(e) The Landlord shall not be under any liability whatsoever to the Tenant or to any other person whomsoever:

(i) in any circumstance in respect of any damage sustained by the Tenant or any other person whomsoever caused by the negligence of any other tenant or occupier of the Building or caused by or through or in any way owing to the leakage or overflow of water or the escape of fumes smoke or fire or any other substance or thing from any premises situate in the Building or caused by or through or in any way owing to any defect in or breakdown of the lifts escalators fire alarms fire fighting or fire prevention equipment and security services equipment air-conditioning plant and other facilities of and in the Building;

(ii) in any circumstances be liable for damage whatsoever to property resulting from fire explosion falling plaster steam gas electricity water rain or leaks from any part of the Building or from pipes appliances or plumbing works or from the roof street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature nor shall the Landlord be liable for any such damage caused by other tenants or persons in the Building or other operations in the neighbourhood;

(iii) any loss damages or injury to person sustained by the Tenant or any other person arising from any cause whatsoever not due to the default or negligence of the Landlord;

(iv) for any non-observance non-performance or non-compliance of any obligation or covenant or violation of any House Rules Byelaws or any other regulation by other tenant or occupant or person; and

(v) for the security or safekeeping of the Premises or any content therein whatsoever.

(f) In the event of the Premises or any part thereof at any time during the Term being damaged or destroyed by fire water storm wind typhoon defective construction white-ants earthquake subsidence of the ground or any other cause (not attributable to the act default or negligence of the Tenant) so as to be rendered unfit for use and occupation or being declared unfit for use and occupation or becoming subject to a closure order then the Rent hereby stipulated or a fair proportion thereof according to the nature and extent of the damage sustained shall be suspended until the Premises shall be again rendered fit for occupation and use Provided Always that the Landlord shall be under no obligation to reinstate the Premises if by reason of the condition of the Premises or any local regulations or other circumstances beyond the control of the Landlord it is not practicable or reasonable so to do. In such event the Landlord may forthwith or within a reasonable time thereafter determine this Lease by written notice to the Tenant upon which the parties shall be released from their respective obligations under this Lease but such determination shall not prejudice the rights and remedies of either party in respect of any antecedent breach on the part of the other.

(g) (i) The parties mutually agree that, notwithstanding anything hereinbefore contained to the contrary, if at any time during the Term the Landlord shall resolve to re-develop the Premises or the Building or any part thereof whether wholly by demolition and rebuilding or otherwise, or partially by renovation refurbishment or otherwise, either alone or jointly with the owner or owners of other premises or buildings, or shall sell or assign or enter into any agreement for the sale or assignment of the whole or any part of the Building of which the Premises form part, then in any of such events the Landlord shall have the right to terminate this Lease by giving not less than six months' prior notice in writing to the Tenant and upon the expiration of such notice the Term shall absolutely cease and determine but without prejudice to the rights and remedies of either party against the other in respect of any antecedent claim or breach of any of the agreements or stipulations herein set out. The Tenant shall deliver vacant possession of the Premises to the Landlord forthwith in accordance with the provisions of this Lease upon the expiration of the said notice and shall not be entitled to claim any loss and damages or compensation in respect of such early determination.

(ii) For the purpose of this Lease the Landlord is deemed to have resolved to re-develop or demolish or renovation or refurbish or sell or assign the Premises or the Building or any part thereof if the Landlord has passed a resolution by its Board of Directors indicating its intention to carry out such plan.

(iii) It is also agreed and declared notwithstanding any other provision herein to the contrary that any optional right granted to the Tenant including but not limited to any option to renew or right of first refusal (if any) under or

incidental to this Lease shall extinguish and determine upon the service of the said notice of termination (whether the same shall have been exercised by the Tenant or not) and the damages or compensation or any relief against such early determination of such optional right.

(h) For the purposes of this Lease any act default or omission of the agents servants employees contractors licensees guests invitees or customers of the Tenant shall be deemed to be the act default or omission of the Tenant.

(i) Any notice by the Landlord to the Tenant shall be deemed to have been duly served and any demand by the Landlord upon the Tenant shall be deemed to have been duly made if delivered to or sent by prepaid post or left at the Premises or at the last known address of the Tenant. Any notice by the Tenant to the Landlord shall be deemed to have been given if in writing and delivered or mailed by prepaid registered mail to the registered office of the Landlord.

(j) Each party shall bear its own costs and expenses of and incidental to the preparation and execution of this Lease. The stamp duty payable on this Lease and its counterpart shall be borne by the Landlord and Tenant in equal shares.

(k) This Lease and the agreements stipulations and conditions herein contained shall enure for the benefit of and be binding on the Landlord its successors and assigns.

(l) The Tenant acknowledges that no fine premium key money or other consideration has been paid by the Tenant to the Landlord for or in connection with the grant of this lease.

(m) The Tenant shall waive and shall not avail itself of any protection against ejectment or otherwise which is or may be afforded by any ordinance from time to time in force for the protection of tenants in so far as such protection now or at any time may be lawfully waived and for the purposes of Part III of the Landlord and Tenant (Consolidation) Ordinance (Cap.7) rent shall be deemed to be in arrears if not paid in advance on the due date in accordance with Clause 2(a) hereof.

(n) This Lease sets out the full agreement between the parties. No other warranties or representations have been made or given relating to the tenancy or to the Building or the Premises. If any warranty or representation has been made the same is hereby waived. This Lease shall not be amended or modified except by mutual agreement of the parties in writing. No representation warranty or guarantee is made on the suitability of the Premises for the Tenant's intended user or purpose for the Premises, it shall be the Tenant's own responsibility to obtain all requisite consents approvals licences permits from all government or other competent authorities in respect of the Tenant's user purpose and operation in the Premises and the Tenant shall observe and comply with all laws byelaws rules regulations and requirements in respect thereof and shall indemnify the Landlord against all claims demands actions proceedings loss damages costs and expenses arising from the Tenant's breach of this Clause.

(o) It is hereby declared that in the construction of these presents unless the contrary intention appears:

(i) words importing the masculine gender shall include female and neuter genders and vice versa words in the singular shall include the plural and vice versa and words importing persons shall include companies or corporations and vice versa;

(ii) "Hong Kong" shall mean the Hong Kong Special Administrative Region of the People's Republic of China and "the Government" shall mean the Government of Hong Kong; and

(iii) The marginal notes and heading in this Lease are intended for guidance only and do not form part of this Lease nor shall any of the provision herein be limited thereby. The schedules shall form an integral part of this Lease and shall be construed, and have the same effect, as if expressly set out in the body herein.

(iv) Each and every part of the clause sub-clause term condition stipulation or provision in this Lease, save and except otherwise specified, shall be construed as an independent and severable part of the clause sub-clause term condition stipulation or provision in this Lease. In the event that any part of the clause sub-clause term condition stipulation or provision is found to be illegal invalid or unenforceable such part of the clause sub-clause term condition stipulation or provision shall be deemed to have been severed from this Lease and shall not affect the validity and enforceability of the other part of the clause sub-clause term condition stipulation or provision and the other clauses sub-clauses terms conditions stipulations or provisions of this Lease.

(p) This Lease shall be governed by the law of Hong Kong and the parties agree to submit to the non-exclusive jurisdiction of the courts of Hong Kong.

(q) This Lease shall also be subject to the special conditions set out in Schedule 6 hereto (if any).

AS WITNESS WHEREOF the parties have executed this Lease the day and year first above written.

SIGNED by         Jonathan Deng                      )
                                                     )
for and on behalf of the Landlord                    )
whose signature is verified by:                      )

SIGNED by         Diane Tam                          )
                                                     )
for and on behalf of the Tenant                      )
in the presence of:                                  )

RECEIVED the day and year first above                )
written of and from the Tenant the sum               )
of                                                   )
                                                     )
                                                     )
         Hong Kong Currency being the Deposit        )
above expressed to be paid by the Tenant to          )
the Landlord                                         )

WITNESS:

SCHEDULE 1

LANDLORD'S RESERVATION

It is expressly reserved to the Landlord the following rights without any reduction or abatement of rent or any compensation whatsoever to the Tenant without prejudice or limitation whatsoever to any implied right under the common law or any statement,:

1. The free passage and running of water soil gas electricity and other services from and to other parts of the Building in and through the pipes sewers drains conduits gutters watercourses wires cables laser optic fibres data or impulse transmission communication or reception system channels and other conducting media (collectively "the Conducting Media") which are now or at any time during the Term laid or made in upon through over or under the Premises and the free and uninterrupted use of all Conducting Media serving other parts of the Building which are now or at any time during the Term in upon through or under the Premises.

2. The right to construct and to maintain in over or under the Premises any easements or services for the benefit of any part of the Building or any adjoining property of the Landlord.

3. The right at any time during the Term at reasonable times during normal business hours after giving reasonable prior notice to the Tenant to enter (or in cases of emergency to break and enter) upon the Premises in order:

(a) to inspect cleanse repair amend remove or replace with others the Conducting Media or any part thereof;

(b) to inspect and to execute works in connection with any of the easements or services referred to in this Schedule;

(c) to carry out work or do anything whatsoever comprised within the Landlord's obligations herein contained whether or not the Tenant is liable hereunder to make a contribution;

(d) to exercise any of the rights possessed by the Landlord under the terms of this Lease.

4. The right to erect scaffolding for the purpose of repairing refurbishing or cleaning the exterior of the Building notwithstanding that such scaffolding may temporarily interfere with the access to or enjoyment and use of the Premises.

5. (a) The right to use or permit or authorize other persons to use all or any part of the common areas of the Building (including without limitation the common entrances, passages, corridors, staircases, lobbies and halls) whether by granting

a tenancy, lease or licence in respect thereof for any trade business advertising or promotional use or activities;

(b) The right to alter, modify, designate, re-designate, relocate or otherwise change the common areas of the Building (including but not limited to common entrances, passages, corridors, staircases, lobbies and halls); and

(c) The right to alter modify add change renovate refurbish or improve any part of the Building and any services or facilities thereto not exclusively occupied or used by or granted to the Tenant from time to time and in such manner as the Landlord may reasonably deem fit without the same constituting an actual or constructive eviction of the Tenant and without incurring any liability of the Tenant provided that the exercising of the rights set out in Paragraphs (a) to (c) shall not significantly interfere with the Tenant's access to the Premises.

6. The right at any time during the Term hereby granted to change the name of the Building or any part thereof and in respect thereof the Landlord shall not be liable whatsoever to the Tenant or be made a party to any other proceeding or for costs or expenses of whatsoever nature incurred by the Tenant as a result of such change.

SCHEDULE 2

HOUSE RULES

1. The public halls entrances passages and stairways lifts main lift lobbies and other common areas of the Building shall not be obstructed or used for any other purpose than ingress to or egress from the Premises in the Building.

2. No tenant shall put up any decoration advertisement notice or other material whatsoever in any public hall entrances passages stairways lifts main lift lobbies and other common areas of the Building not exclusively occupied by the Tenant in any manner without the prior consent of the Landlord.

3. No tenant shall do or permit anything to be done or make or permit any noise such as to cause a nuisance or annoyance or disturbance or cause reasonable complaints from to any other tenant in the Building or the Landlord therein which will interfere with the rights comfort or convenience of other tenants.

4. No tenant shall store arms, ammunition or unlawful goods kerosene or any explosive combustible or dangerous substance in any part of his premises.

5. Each tenant shall keep such tenant's Premises in a good state of preservation and cleanliness and shall not sweep or throw or permit to be swept or thrown any dirt rubbish or other substance from the doors windows terraces or balconies of the Building.

6. No tenant shall place any article object chattel or thing or otherwise cause any obstruction in the public halls passages or on the public staircase landings nor hang or shake anything from the doors windows terraces or balconies or placed upon the window sills of the Building.

7. No shades awnings or window guards shall be used in or about the Building except such as shall be approved by the Landlord.

8. No sign signal advertisement poster flag banner or illumination shall be inscribed or exposed on or at any window or other part of the Premises or the Building which are visible from outside of the Premises or except such as shall have been approved in writing by the Landlord nor shall anything be projected or protruding out of any window of the Building without similar approval. No tenant shall put up any sign or plate in any common area except a sign or plate showing the tenant's name at such designated space as the Landlord may provide at the main entrance hall of the Building for a Directory of such design as may from time to time be determined by the Landlord subject to the tenant bearing the expense of such sign or plate.

9. The public lifts or escalators in the Building, unless of automatic type and intended for operation by a passenger, shall be operated only by employees of the Landlord and no tenant shall cause or suffer or permit its agent employee guest or

licensee to cause any interference whatsoever with the operation of such lifts or escalators.

10. No velocipedes bicycles scooters trolley or similar vehicles shall be allowed in the public passenger lifts public halls corridors passage ways areas or courts of the Building.

11. Office equipment and supplies goods baggage and packages of every kind shall be delivered only at the service entrance of the Building and through the service lift or service stairways to any premises.

12. Garbage and refuse from any premises shall be deposited in such manner as the manager of the Building may direct.

13. Water-closets and other water apparatus in the Building shall not be used for any purpose other than those for which they were constructed nor shall any sweepings rubbish rags or any other articles be thrown into the same. Any damage resulting from misuse by any tenant or any of its guests licensees or employees of any water-closets or apparatus shall be paid for by the tenant.

14. No tenant shall send any employee of the Landlord out of the Building on any private business of a tenant.

15. No bird or animal or pet of any kind shall be kept harboured or allowed in any premises or any part of the Building.

16. No radio or television aerial cable or transmitter of any kind shall be attached to or hung from the exterior of the Premises or in or outside any part of the Building.

17. Any consent or approval given under these rules by the Landlord shall be revocable at any time at the discretion of the Landlord.

18. Complaints regarding the service of the Building shall only be acknowledged if made in writing to the Landlord or any other person designated by the Landlord to be its representation.

19. No tenant shall allow any guest customer visitor licensee or employee of the tenant to stand or queue up outside his premises or otherwise causing an obstruction to the passages and entrance halls used in common with the other tenants of the Building or otherwise cause any disturbance to or reasonable complaints from other tenants or occupiers or the Managing Agent or the Landlord.

20. The Landlord shall have the right to prohibit any advertising by any tenant which in the Landlord's opinion tends to impair the reputation of the Building or its desirability as a building for offices and/or shopping mall and upon written notice from the Landlord the tenant shall refrain from or discontinue such advertising.

21. Windows shall remain closed save in an emergency such as fire or breakdown of the air-conditioning system.

22. Canvassing and peddling in the Building is strictly prohibited and each tenant shall co-operate to prevent the same and report such activity to the Managing Agent.

23. No tenant may cause whether direct or indirect any touting or soliciting for business or distribution of any pamphlet notice newsletter or advertising material whatsoever to be conducted in any part or near the vicinity of the Building.

24. Each tenant must upon the termination of his tenancy return to the Landlord all keys of stores offices and toilet rooms used by such tenant.

25. The loading and unloading of goods shall be carried out at such times in such areas and through such entrances as shall be designated by the Landlord for this purpose from time to time.

26. No heating facilities shall be installed by any tenant without the prior written consent of the Landlord.

27. It is the responsibility of a tenant to maintain and keep clean and clear of rubbish the public areas immediately adjacent to his premises to the satisfaction of the Landlord.

28. No tenant may block or darken or obstruct any shop front window (if any) or other window or lights in the Premises that may be visible from outside or any part of the Building without the prior written consent of the Landlord.

29. No tenant shall put or install any equipment apparatus plant machinery furniture or any other chattel or object of whatsoever nature which imposes a dead weight on any part of the Premises which would exceed the floor loading capacity of the Building. The Landlord and/or the Managing Agent shall be entitled to prescribe the maximum weigh and permitted locations of any heavy equipment apparatus plant machinery furniture or chattel of object and to require the same to stand on supports of such dimension and material to distribute such weigh as the Landlord and/or the Managing Agent may deemed necessary.

30. No tenant may use any Premises or any part thereof for cooking preparation or consumption of food save and except any part thereof are specifically permitted by the Landlord to be so used.

31. Tenants shall remove and dispose of any garbage or rubbish in the manner from time to time prescribed by the Landlord and until such time as such garbage is removed from the Building the tenants shall keep the same securely sealed in containers of a design to be approved by the Landlord. In the event of the Landlord providing a collection service for garbage and refuse the same shall be used by the tenant to the exclusion of any other similar service at the sole cost of the Tenant.

SCHEDULE 3

PART I

THE LANDLORD

PERFECT WIN PROPERTIES LIMITED whose registered office is situate at 49th Floor, Manulife Plaza, The Lee Gardens, 33 Hysan Avenue, Causeway Bay, Hong Kong

PART II

THE TENANT

ASIA SATELLITE TELECOMMUNICATIONS CO LTD whose registered office is situate at 23rd Floor, East Exchange Tower, 38 Leighton Road, Causeway Bay, Hong Kong

PART III

THE PREMISES

All That the 17th Floor of the building known as The Lee Gardens (herein referred to as "the Building") erected on All that / those piece(s) or parcel(s) of land registered as Section L of Inland Lot No. 457 and the Remaining Portion of Inland Lot No. 457, Sections DD of Inland Lot No. 29 and the Remaining Portion of Section L of Inland Lot No. 29, Section MM of Inland Lot No. 29 which said premises is shown coloured red on the plan annexed hereto for identification purpose only

PART IV

THE TERM

Three (3) years commencing from 1st March 2005 and expiring on 29th February 2008 both days inclusive with an option to renew for a further term of three years

SCHEDULE 4

PART I

THE RENT

The monthly rent for the Term shall be

per month exclusive of Operating Charges Rates and other outgoings.

PART II

THE OPERATING CHARGES

The monthly Operating Charges at the commencement of the Term shall be

per month which are for the costs charges and expenses relating to the maintenance and management of the Building, including the provision of the central air-conditioning supply but excluding any maintenance which is the obligation of the Tenant under this Lease (hereinafter referred to as "the Operating Charges").

The Operating Charges shall be subject to increase at any time during the continuance of the Term upon the Landlord giving to the Tenant not less than one (1) calendar month's notice in writing of such increase. Upon the expiration of the said period of one month the Operating Charges shall be increased by the amount specified in the Landlord's notice. There shall be no restriction on the number of occasions upon which the Landlord may call for an increase in the Operating Charges.

PART III

AIR-CONDITIONING SUPPLY HOURS

Mondays to Fridays 8:00 a.m. to 6:00 p.m. Saturdays 8:00 a.m. to 1:30 p.m.

No central air-conditioning will be supplied on Sundays or Public Holidays

PART IV

THE DEPOSIT

The sum equivalent to three months' Rent, Operating Charges and Rates which at the commencement of the Term shall be

. In the event of any increase of the Rent and/or Operating Charges and/or Rates, the Landlord shall have the right to require the Tenant to pay additional deposit to make up the Deposit to equivalent to three months' of increased Rent and Operating Charges and Rates.

SCHEDULE 5

FITTING OUT PREMISES

Prior to and in the course of carrying out such fitting work the Tenant shall comply with and ensure that his contractors, workmen, employees and agents comply with the procedures and stipulations set out hereunder and the guidelines for fit out works set by the Managing Agent subject to such variations (if any) as the Landlord may approve in writing. It is hereby agreed that in decorating or subsequent refurbishing or renovation of the Premises, the Tenant shall observe and comply with the following procedures and stipulations, namely:

1. The Tenant shall at its own cost prepare and submit to the Landlord for approval 3 sets of suitable drawings and specifications of the works proposed to be carried out by the Tenant (hereinafter called "the Tenant's Work") together with schematic sketches illustrating the design and layout proposal of such proposed works colour scheme and sample material relating to all interior decoration (hereinafter collectively called "the Tenant's Plans").

2. The Tenant's Plans shall, without limitation:

(1) Include detailed drawings, plans and specifications of any changes in the air-conditioning electrical and fire services installations and plumbing and drainage system;

(2) Include details of all lightining fixtures;

(3) Show the position of any heavy equipment, e.g. safe;

(4) Show any other relevant information the Landlord may consider necessary;

(5) Comply with all relevant Ordinances, regulations and by-laws from time to time issued by the Government and the Managing Agent.

3. The Landlord will consider Tenant's Plans and may in its discretion accept or reject the Tenant's Plans or any part of them and subject to such reasonable conditions as it thinks fit.

4. The Tenant shall have the sole responsibility for compliance with all applicable statutes codes ordinances and other regulations ("the said Requirements") for all work performed by or on behalf of the Tenant on the Premises and the Landlord's or the Landlord's agent's or representative's approval of plans specifications calculations or of the Tenant's Work shall not constitute any implication representation or certification by the Landlord that the Tenant's Work is in compliance with the said Requirements. In instances where several sets of the said Requirements must be met, the standard set by the Landlord's insurance underwriters' and/or the management of the building or the strictest standard shall apply.

5. The Tenant shall not commence the Tenant's Work before receiving notice from the Landlord that such work may be commenced.

6. Upon completion of the Tenant's Work, the Tenant shall notify the Landlord in writing immediately.

7. The Tenant shall submit to the Landlord by hand or via registered mail at least seven (7) days prior to the commencement of construction, the proposed commencement date of construction and the estimated date of completion of construction work, fitting out work, and date of projected opening.

8. The Tenant shall be responsible for all costs and expenses incurred by the Landlord in considering the Tenant's Plans and supervising the Tenant's Work hereunder and shall pay the same to the Landlord upon demand.

9. (1) The Tenant shall be responsible for the removal of garbage, refuse and construction and decoration debris and waste from the Premises to such location as shall be specified by the Landlord from time to time.

(2) In the event of non compliance of this provision and upon due notice, the Landlord may remove such material at the cost of the Tenant who shall forthwith reimburse all costs and expenses incurred by the Landlord.

10. In respect of the works concerning electrical installations or alteration, air-conditioning units or service, equipment relating to fire prevention or fire-fighting service and plumbing works the Tenant shall engage only those contractors as shall be nominated by the Landlord. Any contracted work shall be between the Tenant and the nominated contractor concerned. In no circumstance will the Landlord by a party to such contract not be held liable in any contract disputes between the parties. The Tenant shall be responsible for and indemnify the Landlord against any claim for loss or injury to person or property due to the act neglect default or omission of the Tenant or its contractors.

SCHEDULE 6

SPECIAL CONDITION

1. The Premises will be handed over to the Tenant in a "bare-shell" condition with the Landlord's standard provisions. In no circumstances will the Landlord be held liable for the current safety and statutory requirements / regulations of utility companies and / or government departments of those fixtures and fittings including but not limited to all electrical fixtures, appliances, wirings and cables taken over by the Tenant from the previous tenant.

2. (a) If at the expiration of the Term there shall not be any arrears of rent or other payments or any subsisting breach by the Tenant of any of the terms or conditions of the Lease the Tenant shall have an option to renew the Lease for a further term of three (3) years by giving to the Landlord not less than twelve calendar months' notice in writing prior to the expiration of the Term and the Landlord shall grant to the Tenant a lease for a further term of three (3) years ("the Renewal Term") at open market rent to be determined in accordance with the provisions herein contained subject in all other respects to the same stipulations as are herein contained except the rent free period and this Clause for renewal. The Tenant shall on the renewal of the Lease pay to the Landlord an additional sum to make up the deposit to be equivalent to three (3) months' rent, rates and operating charges payable during the Renewal Term. If the Tenant shall fail to serve the notice to renew as aforesaid the Tenant shall deliver up vacant possession of the Premises to the Landlord in accordance with the provisions herein at the expiration of the Term.

(b) The aforesaid market rent shall be agreed by the Landlord and the Tenant at least three (3) months before the new rent shall become payable and failing agreement as aforesaid, the question shall be referred to the decision of a single valuer to be appointed jointly by the parties, failing agreement on the appointment of the valuer, the valuer shall be appointed by the President for the time being of the Hong Kong Institute of Surveyors. The valuer shall act as an expert but not an arbitrator whose decision shall be final and binding. Prior to the decision of such valuer, the Tenant shall continue to pay monthly, on account of the rent to be decided, the same rent as payable on the expiration date of the term immediately preceding the commencement of the Renewal Term and adjustment on the rent (if applicable) shall be made upon the market rent having been determined as aforesaid. The costs of the valuer shall be borne by the parties in equal shares.

(c) For the purpose of this Lease, prevailing market rent shall mean the prevailing market rent for the Premises without making any allowance to reflect or compensate the Tenant for the absence of any rent free period or contribution to fitting out works or other allowance which might then be the practice in open market lettings for a landlord to make. Such a prevailing rent shall be that which would be payable after the expiry of such rent free or concessionary rent period and after receipt of any such contribution or other allowances as would be negotiated in the open market upon a letting of the Premises as a whole by a willing Landlord to a willing tenant in the open market at

the Review Period all of which shall be entirely disregarded in arriving at the prevailing market rent.

3. Upon execution of the formal Lease, the Tenant shall be granted the right to refurnish the male and female lavatories of 17th Floor subject to the submission of the design layout and sample board approved by the building manager and the Landlord. The Landlord shall have absolute discretion to reject / disapprove if the design proposal of the decoration is not appropriate to the Grade A office commercial standard. Providing that the Tenant has maintained the fixtures / fittings / decorations of the lavatories in a good, clean, tenantable conditions up to the satisfaction of the Landlord and the Building Manager, the Landlord shall release the reinstatement liability of the lavatories upon the expiry or sooner determination of the Lease as herein created.

EQUITY JOINT VENTURE CONTRACT

BETWEEN

SKY COMMUNICATIONS GROUP COMPANY LIMITED

AND

ASIA SATELLITE TELECOMMUNICATIONS COMPANY LIMITED

FOR THE ESTABLISHMENT OF

BEIJING ASIA SKY TELECOMMUNICATIONS TECHNOLOGY COMPANY LIMITED

DATED March 29th, 2004

BEIJING, CHINA

TABLE OF CONTENTS

CLAUSE                                                                      PAGE

CHAPTER 1 - GENERAL PROVISION..................................................1

CHAPTER 2 - PARTIES TO THIS JOINT VENTURE CONTRACT.............................1

CHAPTER 3 - PURPOSE AND BUSINESS SCOPE OF THE JOINT VENTURE COMPANY............1

CHAPTER 4 - TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL..................2

CHAPTER 5 - OBLIGATIONS OF THE PARTIES TO THE JOINT VENTURE COMPANY.............

CHAPTER 6 - THE BOARD OF DIRECTORS.............................................6

CHAPTER 7 - GENERALMANAGER AND SENIOR MANAGEMENT PERSONNEL.....................9

CHAPTER 8 - TAXES, FINANCE AND AUDIT..........................................10

CHAPTER 9 - TERM OF THE JOINT VENTURE COMPANY.................................11

CHAPTER 10 - INTELLECTUAL PROPERTY AND CONFIDENTIALITY........................12

CHAPTER 11 - LABOR MANAGEMENT.................................................13

CHAPTER 12 - TRANSFER OF EQUITY INTEREST......................................14

CHAPTER 13 - INSURANCE........................................................17

CHAPTER 14 - TERMINATION AND LIQUIDATION......................................17

CHAPTER 15 - FORCE MAJEURE....................................................21

CHAPTER 16 - SETTLEMENT OF DISPUTES...........................................22

CHAPTER 17 - GOVERNING LAW....................................................23

CHAPTER 18 - LANGUAGES AND COUNTERPARTS.......................................23

CHAPTER 19 - LIABILITY FOR BREACH OF CONTRACT.................................24

CHAPTER 20 - REPRESENTATIONS AND WARRANTIES...................................25

CHAPTER 21 - NOTICE AND MISCELLANEOUS.........................................27

CHAPTER 1 - GENERAL PROVISION

In accordance with the Law of the People's Republic of China on Chinese-Foreign Equity Joint Ventures and its Implementing Regulations (as amended) as well as other applicable laws and regulations, SKY COMMUNICATIONS GROUP COMPANY LIMITED and ASIA SATELLITE TELECOMMUNICATIONS COMPANY LIMITED, adhering to the principles of equality and mutual benefit and through friendly consultation, agree unanimously to enter into this Joint Venture Contract (the "JOINT VENTURE CONTRACT") for the establishment of BEIJING ASIA SKY TELECOMMUNICATIONS TECHNOLOGY COMPANY LIMITED (the "JOINT VENTURE COMPANY") in the People's
Republic of China ("CHINA" or the "PRC").

This Joint Venture Contract is executed by the Parties (as defined below) on the 29th day of March, 2004 in Beijing.

CHAPTER 2 - PARTIES TO THIS JOINT VENTURE CONTRACT

ARTICLE 1

The Parties to this Joint Venture Contract are as follows:

(a) SKY COMMUNICATIONS GROUP COMPANY LIMITED ("PARTY A"), a company incorporated in the PRC with its legal address at Room 209 Lujiazui Software Park, No. 98, Nong 91, Eshan Road, Pudong District, Shanghai, the PRC, postal code: 200127; telephone No.: (8621) 5090 9026; facsimile No.: (8621) 5873 0937.

(b) ASIA SATELLITE TELECOMMUNICATIONS COMPANY LIMITED ("PARTY B"), a company incorporated under the laws of the Hong Kong Special Administrative Region of the PRC ("HONG KONG") with its registered office situated at Floor 23, East Exchange Tower, 38 Leighton Road, Causeway Bay, Hong Kong, the PRC; telephone No.: (852) 2500 0888; facsimile No.: (852) 2805 7038.

In this Joint Venture Contract, Party A and Party B are each referred to as a "PARTY" and collectively as the "PARTIES."

CHAPTER 3 - PURPOSE AND BUSINESS SCOPE OF THE JOINT VENTURE COMPANY

ARTICLE 2

The purpose of the Joint Venture Company shall be as follows: in accordance with the principle of enhancing economic co-operation and technical exchange, and by adopting international advanced and applicable technology and scientific management methods, to provide Chinese domestic users with quality satellite communications technical services and related value-added services.

ARTICLE 3

The business scope of the Joint Venture Company shall be the research, development of network telecommunication technology; manufacture of network telecommunication equipment, sale of self-produced products; provision of telecommunication technology service, technical consultancy and transfer of self-developed technology.

ARTICLE 4

The name of the Joint Venture Company is [CHINES CHARACTERS OMITTED] in Chinese and BEIJING ASIA SKY TELECOMMUNICATIONS TECHNOLOGY COMPANY LIMITED in English. The registered address of the Joint Venture Company is at No.22 Wanyuan Street, Beijing Economic Technological Development Area, Beijing, The PRC.

ARTICLE 5

All the activities of the Joint Venture Company shall comply with the laws, decrees and applicable rules and regulations of the PRC.

ARTICLE 6

The corporate form of the Joint Venture Company is a limited liability company. Each Party shall be liable for the losses of Joint Venture Company only up to the amount of its respective subscribed capital contribution to the registered capital. The profits of the Joint Venture Company shall be shared by the Parties in proportion to their respective contributions to the registered capital of the Joint Venture Company.

CHAPTER 4 - TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL

ARTICLE 7

The total amount of investment of the Joint Venture Company is [ ].

ARTICLE 8

The registered capital of the Joint Venture Company is [ ], of which:

(a) Party A shall contribute the VSAT equipment set forth in Appendix 1 hereof ("PARTY A'S CONTRIBUTED Assets") equivalent to [ ] as its contribution in kind, representing 51% of the registered capital; and

(b) Party B shall contribute foreign exchange cash in an amount equivalent to [ ], representing 49% of the registered capital.

ARTICLE 9

The Parties shall make their respective contributions in accordance with Article 11 hereof. If additional funds are required for working capital or any other purpose, the Joint Venture Company may borrow from banks or other institutions with the consent of the Board (as defined below).

ARTICLE 10

This Joint Venture Contract shall become effective from the date on which the approval is obtained from the relevant government authority that has the right to approve this Joint Venture Contract and the articles of association of the Joint Venture Company (the "ARTICLES") pursuant to the applicable laws and regulations of the PRC (the "EXAMINATION AND APPROVAL AUTHORITY").

ARTICLE 11

(a) Subject to Article 11(c) and (d), Party A shall make 30% of its contribution to the registered capital of the Joint Venture Company within 30 days after the date on which the Joint Venture Company has obtained its business license. Party A shall contribute the balance of 70% in one lump sum payment within 90 days after the date on which the Joint Venture Company has obtained its business license.

(b) Subject to Article 11(c) and (d), Party B shall make 30% of its contribution to the registered capital of the Joint Venture Company within 30 days after the date on which the Joint Venture Company has obtained its business license. Party B shall contribute the balance of 70% in one lump sum payment within 90 days after the date on which the Joint Venture Company has obtained its business license.

(c) The Parties shall be obligated to make their contributions to the registered capital of the Joint Venture Company only after all of the following conditions have been satisfied or waived in writing by the Parties:

(i) following execution by the Parties, this Joint Venture Contract and the Articles having been approved by the Examination and Approval Authority without substantive amendments thereto;

(ii) the Joint Venture Company having been issued its business license without substantial amendments to the business scope of the Joint Venture Company set forth in Article 3 hereof;

(iii) the Joint Venture Company having received all necessary rights, licenses, permits, approvals, waivers and authorizations to engage in the business activities contemplated in Article 3 hereof;

(iv) the Joint Venture Company having entered into the Consulting and Billing Services Contract and the Intellectual Property Rights License Contract (collectively, the "PARTY A SUBSIDIARY Contracts") with a subsidiary of Party A ("PARTY A SUBSIDIARY") in form and substance satisfactory to the Parties;

(v) Party A Subsidiary having received all necessary rights, licenses, permits, approvals, waivers and authorizations to engage in the operation of a VSAT communications business;

(vi) Party A having entered into a facilities purchase contract ("FACILITIES PURCHASE CONTRACT") with Party A Subsidiary with respect to the purchase by Party A Subsidiary of Party A's VSAT hub and related facilities in form and substance satisfactory to the Parties;

(vii) Party B having entered into a Transponder Lease Agreement with Party A Subsidiary with respect to the lease of transponder capacity by Party B to Party A Subsidiary in form and substance satisfactory to the Parties;

(viii) Party A having entered into a transfer contract with Party A Subsidiary in form and substance satisfactory to the Parties in accordance with which Party A shall transfer all satellite hub service contracts entered into with its Affiliates (as defined below) to Party A Subsidiary at no consideration. The transfer contract shall also provide that Party A Subsidiary may transfer such satellite hub service contracts to the foreign-invested telecommunications enterprise that will be established by Party A and Party B in accordance with the applicable PRC laws and regulations and approved to engage in the operation of VSAT communications business;

(ix) Party A having terminated or having caused its Affiliates to terminate the employment contracts with the employees to be seconded to the Joint Venture Company and having released in writing the non-competition and confidentiality obligations of such employees under such employment contracts or any other documents, except as otherwise agreed by the parties.

(x) Party B having received a legal opinion from Party A's PRC counsel to Party A in form and substance satisfactory to Party B; and

(xi) all of the respective representations and warranties made by Party A in Articles 51(a) and (b) being true and correct in every respect.

(d) After the Parties have made their contributions to the Joint Venture Company, a Chinese registered accountant satisfactory to the Parties shall verify the capital contribution made by each Party and issue a capital contribution verification report. Thereupon the Joint Venture Company shall issue investment certificates to the Parties, in which the following items shall be included:

(i) the name of the Joint Venture Company;

(ii) the date of the establishment of the Joint Venture Company;

(iii) the names of the Parties and their capital contributions;

(iv) the date on which the contributions were made; and

(v) the date on which the investment certificate is issued.

The investment certificates shall be signed by the Chairman (as defined below) and the Vice-Chairman (as defined below).

ARTICLE 12

If a Party fails to make its contribution to the registered capital of the Joint Venture Company in accordance with Articles 8 and 11, such Party (the "CONTRIBUTION DEFAULTING PARTY") shall pay to the other Party default interest on the unpaid contribution accruing at the rate of 0.02% per day from the tenth day after the due date set forth in Article 11 until the date on which the

contribution is paid in full. For the avoidance of any doubt, a Party who does not make its contribution due to the non-fulfillment of the conditions set forth in Article 11 shall not be regarded as a Contribution Defaulting Party under this Article 12 and Article 13.

ARTICLE 13

If the Contribution Defaulting Party fails to make its contribution to the registered capital of the Joint Venture Company within 60 days after the due date, the other Party may apply to the original Examination and Approval Authority for approval to terminate the Joint Venture Company and cancel this Joint Venture Contract.

ARTICLE 14

The difference between the total amount of investment and the registered capital stipulated herein shall be made up by the Parties jointly by fund raising.

CHAPTER 5 OBLIGATIONS OF THE PARTIES TO THE JOINT VENTURE COMPANY

ARTICLE 15

The obligations of each Party are as follows:

(a) The obligations of Party A include:

(i) submitting this Joint Venture Contract, the Articles and other relevant documents of the Joint Venture Company to the Examination and Approval Authority in accordance with the requirements of the applicable PRC laws and regulations and using its best endeavors to obtain the prompt approval of the application;

(ii) promptly making its contribution to the registered capital as stipulated in Articles 8 and 11 hereof;

(iii) handling the registration matters of the Joint Venture Company, obtaining the business license from the relevant PRC government department, providing assistance in respect of the opening of the bank accounts of the Joint Venture Company and other matters related to the establishment of the Joint Venture Company;

(iv) recommending a suitable person who will serve as the first deputy general manager (the "DEPUTY GENERAL MANAGER") of the Joint Venture Company upon the approval of the Board;

(v) causing Party A Subsidiary (1) to enter into the Party A Subsidiary Contracts with the Joint Venture Company on the date of establishment of the Joint Venture Company; (2) to accept the services and the license of intellectual property rights provided by the Joint Venture Company in accordance with the Party A Subsidiary Contracts; and (3) to pay promptly all payments due under the Party A Subsidiary Contracts to the Joint Venture Company;

(vi) causing Party A Subsidiary to enter into a three-party customer contract with the Joint Venture Company and each customer of Party A Subsidiary's VSAT communications business, pursuant to which Party A Subsidiary shall provide such customers with services for which a company is required to have a VSAT communication business operating permit in order to provide and the Joint Venture Company shall provide other services relating to the VSAT communications business for which such permit is not required;

(vii) assisting the Joint Venture Company in developing the domestic market;

(viii) advising the Joint Venture Company on the laws and policies of PRC and coordinating the relationship between the Joint Venture Company and relevant PRC government agencies;

(ix) providing the Joint Venture Company with administrative and logistic support and assistance;

(x) handling other matters reasonably entrusted to it by the Board; and

(xi) fulfilling other obligations set forth in this Joint Venture Contract.

(b) The obligations of Party B include:

(i) promptly making its contribution to the registered capital as stipulated in Articles 8 and 11 hereof; (ii) assisting Party A in handing the registration matters of the Joint Venture Company;

(iii) recommending suitable persons who will serve as the first general manager of the Joint Venture Company (the "GENERAL MANAGER") and the first financial controller of the Joint Venture Company (the "FC") upon the approval of the Board;

(iv) assisting the Joint Venture Company in obtaining advanced marketing and promotion experience of the international market;

(v) assisting the Joint Venture Company in its ordinary operation;

(vi) providing managerial and technical support and personnel training to the Joint Venture Company;

(xii) handling other matters reasonably entrusted to it by the Board; and

(xiii) fulfilling other obligations set forth in this Joint Venture Contract.

ARTICLE 16

As permitted by PRC law and upon the approval and request of the Board, each Party shall have the obligation to assist the Joint Venture Company in applying for permission to carry out new businesses.

CHAPTER 6 - THE BOARD OF DIRECTORS

ARTICLE 17

(a) The board of directors of the Joint Venture Company (the "BOARD") shall be established on the date on which the business license of the Joint Venture Company is issued. The Board shall be the highest authority of the Joint Venture Company and shall direct the overall management, supervision and control of the business of the Joint Venture Company. All major matters of the Joint Venture Company shall be decided by the Board. The Board shall adopt resolutions in accordance with this Joint Venture Contract, the Articles and the applicable laws and regulations of the PRC.

(b) To the extent that the laws and regulations of the PRC in effect as of the date of the adoption of the relevant resolution require, decisions with respect to the following matters shall require the unanimous approval of the directors present and voting in person or by proxy at a Board meeting:

(i) any amendment to the Articles;

(ii) termination and dissolution of the Joint Venture Company;

(iii) increases or decreases in the registered capital of the Joint Venture Company or any transfer (other than transfers pursuant to Chapter 12) of either Party's interest in the Joint Venture Company;

(iv) division of the Joint Venture Company or merger of the Joint Venture Company with other economic organizations; and

(v) other matters requiring unanimous approval of the Board as provided in officially promulgated and implemented laws and regulations of the PRC.

(c) Decisions with respect to all other matters that require the approval of the Board shall be adopted if they receive the affirmative vote of a simple majority of the directors present and voting in person or by proxy, including at least one director or its proxy appointed respectively by each Party.

ARTICLE 18

(a) The Board shall consist of six directors, of whom three directors shall be appointed by Party A and three directors shall be appointed by Party B. Each of the directors shall have one vote.

(b) One of the directors nominated by Party A shall be appointed as the chairman of the Board (the "Chairman") and shall preside over Board meetings. One of the directors nominated by Party B shall be appointed as the vice-chairman of the Board (the "VICE-CHAIRMAN"). In the absence of the Chairman, the Vice Chairman will chair the Board meeting.

(c) The term of office of the directors shall be four years, renewable upon reappointment by the appointing Party. Upon approval of the Board, any director may serve as a senior manager of the Joint Venture Company.

(d) If there is a vacancy on the Board due to a director retiring, resigning, falling ill, becoming incapacitated, dying, being removed by its appointing Party or otherwise ceasing to be a director, the Party that appointed such director shall appoint a successor to serve for the remainder of the term of office of such director.

ARTICLE 19

(a) Except as otherwise set forth in Article 19(b), four directors, present in person or by their officially authorized proxies shall constitute a quorum for any Board meeting.

(b) If such a quorum is not present within one hour after the time appointed for the meeting or if at any time during the meeting a quorum is no longer present for any reason, the meeting shall adjourn to a second meeting, at such place and time (which is at least 15 days later) as those directors who attended the first meeting shall decide or, if no such decision is reached, at the same place and time 15 days later. If a quorum is not present within 20 minutes after the time appointed for the second meeting or if at any time during the second meeting a quorum is no longer present for any reason, the number of directors present shall be deemed to constitute a quorum for the purpose of that second meeting; PROVIDED THAT not less than 10 days' notice of the second meeting is given to all directors. For the purpose of determining whether a quorum is present, directors participating in person or by proxy shall be deemed as directors present at the meeting.

ARTICLE 20

Subject to Article 27(a), if the Board fails to adopt a resolution regarding the matters set forth in Articles 17(b) or 17(c) by unanimous vote or simple majority vote (as the case may be), a deadlock will be deemed to have occurred (the "DEADLOCK") and the Chairman shall not have a casting vote. If a Deadlock occurs, the General Manager of the Joint Venture Company shall draft and submit to Party A and Party B a detailed report on such matter within 30 days after the occurrence of the Deadlock. From the date of receipt of the above report, the Parties shall attempt to reach a successful resolution of the matter in another 30 days (or a longer period agreed by the Parties). If the Parties fail to do so within the aforesaid period,

(a) either Party, the Purchasing Party (as defined below), may purchase or designate another person to purchase the interest of the other Party, the Non-Purchasing Party (as defined below) pursuant to the procedures set forth in Article 40(b). If both Parties issue Invocation Notices (as defined below) pursuant to Article 40(b), the valuation procedures set forth in Article 40(b)(i) through (viii) shall not be implemented and instead the Party willing to pay the highest price per percentage interest of the Joint Venture Company shall have the right to purchase or designate another party to purchase the interest of the Non-Purchasing Party at such purchase price in accordance with the provisions of Article 40(b)(ix) and (x),

(b) the provisions of Article 41 shall apply in the event that neither Party is willing to carry on the business of the Joint Venture Company as a going concern.

During the Deadlock period, the Parties shall continue to perform their obligations under this Joint Venture Contract.

ARTICLE 21

Regular meetings of the Board shall be convened at least twice every year, of which at least one regular meeting shall be convened within three months after the completion of each financial year. Special meetings of the Board shall be convened by the Chairman at any time on a motion of any two directors. The minutes of all Board meetings shall be kept on file by the Joint Venture Company for reference.

ARTICLE 22

The detailed powers and procedures of the Board, the scope of authority and responsibilities of the Chairman and the Vice Chairman, and the rights and obligations of the directors shall be as set forth in the Articles.

CHAPTER 7 GENERAL MANAGER AND SENIOR MANAGEMENT PERSONNEL

ARTICLE 23

(a) The management organization of the Joint Venture Company shall consist of the following senior management personnel (the "SENIOR MANAGEMENT PERSONNEL"): one General Manager, one Deputy General Manager, one FC and other officers that the Board may appoint as being necessary for the operation of the Joint Venture Company. The Senior Management Personnel shall be appointed or dismissed by the Board.

(b) Party B shall nominate the candidates for the positions of the first General Manager and the first FC, and Party A shall nominate the candidate for the position of the first Deputy General Manager. Subsequent General Managers, Deputy General Managers and FCs shall be nominated and appointed by the Board. If any candidate nominated by Party A or Party B for the positions of the initial Senior Management Personnel is not appointed by the Board, the original nominating Party shall have the right to nominate another candidate for the relevant position for appointment by the Board. The General Manager, the Deputy General Manager and the FC shall each serve for a term of three years. The Board shall have the right to remove the General Manager, the Deputy General Manager, the FC and other Senior Management Personnel at any time for any reasonable reason, but in the case of the initial Senior Management Personnel the replacement candidate for the position of such Senior Management Personnel shall be nominated by the original nominating Party for appointment by the Board and shall serve the remainder of the term of the Senior Management Personnel whom he or she is replacing..

ARTICLE 24

(a) The duties of the General Manager shall be to implement the decisions of the Board and to organize and lead the daily operations and management of the Joint Venture Company in every respect within the scope authorized by the Board. The General Manager shall use all his efforts to ensure that the Joint Venture Company does not suffer losses in the course of its operation. The General Manager shall submit the relevant monthly or annual report at each Board meeting.

(b) The duties of the Deputy General Manager shall be to assist the General Manager in his work and he shall be responsible for the daily operation work of the Joint Venture Company. The duties of the FC shall be to organize and lead all financial and accounting affairs of the Joint Venture Company. The FC shall report to both the General Manager and the Board.

(c) The detailed scope of authority and duties of the Senior Management Personnel shall be as set forth in the Articles.

ARTICLE 25

Without the written approval of the Board, none of the Senior Management Personnel may concurrently serve in any operations management position at any other economic organizations, except in the Parties or their Affiliates or the subsidiaries or Affiliates of the Joint Venture Company.

CHAPTER 8 - TAXES, FINANCE AND AUDIT

ARTICLE 26

(a) The financial and accounting matters of the Joint Venture Company shall be handled in accordance with the applicable laws and regulations of the PRC. The Joint Venture Company shall establish an independent financial and accounting system in light of the special conditions of the Joint Venture Company and international accounting principles, which shall be implemented upon the approval of the Board.

(b) The fiscal year of the Joint Venture Company (the "FISCAL YEAR") shall begin on January 1 and end on December 31 of each year and a financial report shall be prepared every year. All financial reports and management reports of the Joint Venture Company shall be written in Chinese and English. The cost of translation shall be borne by the Joint Venture Company. Such financial reports will be prepared by using the accounting records prepared in accordance with the applicable laws and regulations.

(c) The major financial reports of the Joint Venture Company (the "FINANCIAL REPORTS") shall be prepared strictly in accordance with the applicable laws and regulations of the PRC. The Joint Venture Company shall prepare a quarterly management report, which will include quarterly financial reports (the "QUARTERLY REPORTS"). The form and content of the Quarterly Reports shall comply with the requirements of the Board. All annual Financial Reports and Quarterly Reports shall be completed and submitted to the Board from time to time in accordance with the reporting schedule adopted by the Board. All Financial Reports shall be written in Chinese and English. The costs of preparing and translating the Financial Reports shall be borne by the Joint Venture Company.

(d) The Joint Venture Company shall select an independent auditor to audit the Financial Reports of the Company and perform such other accounting and financial duties as required by PRC law and the Board. The independent auditor selected by the Board shall preferably be a Chinese-foreign joint venture firm of accountants registered in the PRC that is capable of performing accounting work meeting both PRC domestic and international accounting standards and the foreign party of such joint venture shall be an accounting firm of international standing and repute. The Financial Reports shall be audited by such independent auditor. If required, the Board may select a Chinese investment independent auditor in view of the situation provided that such independent auditor should be a reputable and impartial independent auditor recognized in the industry.

(e) Furthermore, each Party shall have the right to retain independent auditors to audit the Financial Reports of the Joint Venture Company at its own expense (unless the results of any such audit are significantly different from that conducted by the independent auditor and are accepted by the Board, in which case the expense shall be borne by the Joint Venture Company). The Joint Venture Company and each Party shall extend full cooperation to any audit.

(f) The Joint Venture Company shall use Renminbi as its accounting unit. The conversion of Renminbi into other currencies shall be made in accordance with the relevant exchange rate published by the People's Bank of China. The Joint Venture Company shall open Renminbi and foreign currency accounts with banks duly licensed to operate Renminbi and foreign currency business. All accounts opened by the Joint Venture Company shall be managed and supervised in accordance with the financial and accounting system of the Joint Venture Company; PROVIDED THAT all accounts shall have the FC as one of the authorized signatories.

ARTICLE 27

(a) No later than three months prior to the end of each Fiscal Year, the General Manager shall, in conjunction with the Deputy General Manager and the FC, prepare and submit to the Board for approval, a capital and operating budget and a business plan for the next Fiscal Year in accordance with the requirements of the Board and within the framework of the business plan adopted by the Board. These budgets and plans shall provide for the development of activities of the Joint Venture Company that are in line with the business scope and major tasks of the Joint Venture Company specified in Articles 2 and 3. The Board may approve the budget and business plan submitted by the General Manager or require amendments to be made prior to its approval. If the Board fails to approve the capital and operating budget and business plan of the next Fiscal Year prior to the commencement of the next Fiscal Year, the General Manager shall, in conjunction with the Deputy General Manager and the FC, be responsible for preparing a provisional plan to ensure the ongoing operation of the Joint Venture Company based on the capital and operating budget and business plan of the previous Fiscal Year and the framework of the business plan already adopted by the Board taking into consideration factors such as inflation.

(b) The profit distribution plan of the Joint Venture Company shall be determined at the discretion of the Board. The profit distribution plan and the amount of profits to be distributed to the Parties shall be announced within three months after approval by the Board. The profit share payable to Party B shall be paid in United States dollars.

(c) If the Joint Venture Company suffers losses in any Fiscal Year, the profit of the next Fiscal Year shall be used first to make up such losses. No profit shall be distributed unless the losses from the previous Fiscal Years have been made up.

ARTICLE 28

The Joint Venture Company shall pay taxes in accordance with the applicable laws and regulations of the PRC. The personnel of the Joint Venture Company shall pay individual income tax in accordance with the laws and regulations of the PRC. The Parties shall apply to obtain for the benefit of the Joint Venture Company, the Parties and all of their personnel, all of the applicable tax exemptions, reductions, privileges and preferences that are now or in the future become obtainable under the laws and regulations of the PRC and under any applicable treaties or international agreements to which the PRC may now be or may hereafter become a party.

CHAPTER 9 - TERM OF THE JOINT VENTURE COMPANY

ARTICLE 29

The Joint Venture Company shall be established on the date on which the Joint Venture Company is issued its business license. The term of the Joint Venture Company shall be 30 years.

ARTICLE 30

Prior to the expiration of the term of the Joint Venture Company or any extension thereof, the Parties may agree to extend such term, subject to approval by the Examination and Approval Authority and provided that such extension is handled in accordance with applicable laws and regulations. Negotiations with respect to the extension of such term shall begin not later

than one year prior to expiration of the original joint venture term (or extension thereof) and, subject to the successful conclusion of such negotiations, the Joint Venture Company shall submit the application to extend the joint venture term to the Examination and Approval Authority six months prior to the expiration of the term of the Joint Venture Company or any extensions thereof. Upon approval of the application for the extension of the term of the Joint Venture Company, procedures for change in registration shall be handled in accordance with the applicable laws and regulations of the PRC.

CHAPTER 10 - INTELLECTUAL PROPERTY AND CONFIDENTIALITY

ARTICLE 31

When the Board determines that it is necessary, each Party shall, and shall cause its Affiliates to, enter into technology transfer or license, trademark license, technical services or management consultancy services contracts with the Joint Venture Company in order to provide for the transfer of technology or the provision of license, trademark license, technical services or management consultancy services to the Joint Venture Company in accordance with the terms and conditions requested by the Board. The Joint Venture Company shall handle all necessary examination and approval, registration or filing procedures with the government authorities in accordance with the applicable laws and regulations of the PRC.

ARTICLE 32

(a) All technology, know-how, techniques, software, proprietary databases, trade secrets, trade practices, methods, specifications, designs and other proprietary information disclosed by any Party to the Joint Venture Company under the terms of this Joint Venture Contract or otherwise, or developed by the Joint Venture Company, as well as the terms of this Joint Venture Contract and other confidential business and technical information (collectively, the "CONFIDENTIAL INFORMATION") shall be used by the Joint Venture Company and the Parties, and such companies' personnel solely and only for the purposes envisaged in this Joint Venture Contract. The Joint Venture Company and each Party shall maintain the secrecy of all Confidential Information that may be disclosed or furnished to it by the Joint Venture Company or the other Party, and it shall not disclose or reveal any such Confidential Information to any third party absent explicit written authorization from the Board or the relevant Party, as the case may be, except as herein provided.

(b) Confidential Information obtained by a Party that is restricted hereunder may be disclosed by that Party only to its designated employees whose duties require such disclosure for the implementation of this Joint Venture Contract. In that event, the receiving Party shall take all reasonable precautions, including the conclusion of confidentiality contracts with each such employee or the inclusion of confidentiality clauses in the individual labor contract with each such employee, to prevent such employees from using Confidential Information for their personal benefit and to prevent any unauthorized disclosure of such Confidential Information to any third party.

(c) The Parties shall, and shall ensure that the Joint Venture Company will, take all necessary security measures and precautions to protect the confidentiality of the Confidential Information. Such security measures and precautions shall be commensurate with the measures and precautions that each Party respectively takes for the protection of corresponding sensitive information of its own, which shall in any event be at least of the standard that would be applied by a reasonable business entity for the protection of its own highly confidential information and trade secrets.

(d) Notwithstanding the foregoing, the Parties and the Joint Venture Company may reveal Confidential Information to government personnel to the extent necessary to obtain any governmental approval required for the Joint Venture Company to conduct its operations, and to outside and internal lawyers, accountants and consultants to the extent necessary for them to provide their professional assistance; PROVIDED THAT Confidential Information so revealed in written form is marked confidential and that such government personnel and outside individuals shall be requested to undertake to respect the confidentiality provisions of this Joint Venture Contract. The Parties and the Joint Venture Company may also disclose Confidential Information if disclosure is required by applicable law, regulation or legal process or by judicial order or by the rules of regulations of any applicable stock exchange.

(e) Nothing in this Article 32 shall prevent a Party or the Joint Venture Company from using or disclosing any Confidential Information which:
(i) is already known by the Joint Venture Company or such Party at the time it is disclosed to it; (ii) has been rightfully received by such Party or the Joint Venture Company, as the case may be, from a third party without a breach of an obligation of confidentiality; (iii) is in the public domain through no wrongful act of such Party or the Joint Venture Company; or (iv) is independently developed by such Party or the Joint Venture Company without use, directly or indirectly, of the Confidential Information.

ARTICLE 33

(a) Any intellectual property rights, including, without limitation, inventions, patent rights, design rights, copyright and rights in trade names, trademarks and service marks, created by a staff member or worker of the Joint Venture Company in the performance of his or her responsibilities or primarily using the material means of the Joint Venture Company shall belong to, and the right to apply for registration of any such right in respect thereof shall belong to, the Joint Venture Company. Any improvements to, or developments in, the Confidential Information made in the course of the Joint Venture Company's operations shall also be owned by the Joint Venture Company.

(b) Without the written permission of the other Party, neither Party shall use the trademarks of the other Party or of the Joint Venture Company.

CHAPTER 11 - LABOR MANAGEMENT

ARTICLE 34

(a) Matters relating to the recruitment, employment, dismissal, resignation, wages, welfare and other matters concerning the staff and workers of the Joint Venture Company shall be handled in accordance with the provisions of the applicable PRC laws and regulations.

(b) The Parties agree the percentage and amount to be set aside for the following funds:

(i) the reserve fund;

(ii) the enterprise expansion fund; and

(iii) the bonus and welfare fund for workers and staff

shall be decided by the Board at its discretion in accordance with the relevant regulations of the PRC and will only be paid out of the after-tax profits of the Joint Venture Company.

Management and application of the above funds shall at all times be under the control of the Board.

CHAPTER 12 - TRANSFER OF EQUITY INTEREST

ARTICLE 35

(a) Except as provided in, and subject to, the provisions of this Chapter 12, during the term of this Joint Venture Contract, no Party may sell, assign, pledge, give or otherwise dispose of (each, a "TRANSFER") all or part of its equity interest in the Joint Venture Company without the prior written consent of the other Party and the approval of the Examination and Approval Authority.

(b) Without the consent of the other Party, no Party shall make a Transfer of all or part of its equity interest in the Joint Venture Company to a Competitor (as defined below) of the other Party, the Joint Venture Company or the joint ventures that the Parties have established or will establish. In this Joint Venture Contract, a "COMPETITOR" of a person shall mean any individual, corporation, joint venture, enterprise, partnership, trust, unincorporated association, limited liability company or any other entity and its Affiliate and successors that directly or indirectly engages in or operates a business that is the same as or that is competitive with such person's business.

(c) Notwithstanding any other provisions in this Joint Venture Contract, the Parties agree that any Party (a "TRANSFEROR") may make a Transfer of all or part of its equity interest in the Joint Venture Company to its Affiliates (that is not Competitor of the other Party) (a "PERMITTED TRANSFEREE") and not be subject to the right of consent, right of first offer and tag-along right of the other Party (a "NON-TRANSFERRING PARTY") set forth in Articles 35, 36 and 37. If such Permitted Transferee ceases to be an Affiliate of the original Transferor, the original Transferor shall procure that such Permitted Transferee shall Transfer all of the equity interest it holds in the Joint Venture Company pursuant to a Transfer under this Article 35(c) to such original Transferor or another Affiliate thereof prior to the date of such cessation. In this Joint Venture Contract, an "AFFILIATE" of a person shall mean any individual, corporation, joint venture, enterprise, partnership, trust, unincorporated association, limited liability company or any other entity that directly or indirectly owns a Controlling interest in or exercises Control over such person, or in or over which such person directly or indirectly owns a Controlling interest or exercises Control, or that is otherwise directly or indirectly under common ownership or Control with such person; the term "CONTROL" shall mean ownership of 50% or more of the registered capital or voting stock, or the power to direct or appoint the management of a company and "CONTROLLING" or "CONTROLLED" shall have correlative meanings.

(d) Each Party shall use its best endeavors to assist the other Party in applying to the Examination and Approval Authority with regard to the approval of any Transfer that is permitted pursuant to this Chapter 12.

(e) Subject to the provisions of paragraph (c) above, the Non-Transferring Party may require, as a condition precedent to any Transfer, that any Permitted Transferee of an equity interest in the Joint Venture Company shall assume the corresponding obligations of the Transferor as stipulated in this Joint Venture Contract and shall explicitly stipulate to such assumption in its Transfer contract with the Transferor, a copy of which must be provided to the Non-Transferring Party at least 14 days prior to the Transfer in order for the Transfer to be effective.

(f) Upon any Transfer by a Party of all or any part of its equity interest in the Joint Venture Company pursuant to this Chapter 12, the Transferor shall turn in to the Joint Venture Company for cancellation its investment certificate issued by the Joint Venture Company, and the Joint Venture Company shall issue in its place a new investment certificate or certificates, as appropriate.

ARTICLE 36

(a) If any Transferor desires to Transfer all or any of its equity interest in the Joint Venture Company (other than pursuant to Article 35 (c)), the other Party shall have the right of first offer (the "RIGHT OF FIRST OFFER") with respect to the Transfer under this Article 36. Such Transferor shall send written notice (the "TRANSFER NOTICE") to the Non-Transferring Party, which notice shall state (i) the percentage of equity to be Transferred (the "OFFERED INTEREST"), (ii) the proposed purchase price of the Offered Interest that the Transferor is willing to accept (the "OFFER PRICE") and (iii) other conditions and terms of the proposed Transfer.

(b) For a period of 30 days after the giving of a Transfer Notice, the Non-Transferring Party shall have the right to purchase the Offered Interest at a purchase price equal to the Offer Price and upon the terms and conditions set forth in the Transfer Notice. The Non-Transferring Party may exercise the Right of First Offer by delivering a written notice to the Transferor prior to the expiration of the 30-day period. The failure of the Non-Transferring Party to give such notice within such 30-day period shall be deemed to be a waiver by such Non-Transferring Party of the Right of First Offer, and the Non-Transferring Party shall cause its directors on the Board to vote in favor of a resolution approving the Transfer to be carried out by the Transferor pursuant to paragraph (c) below.

(c) Unless the Non-Transferring Party purchases all of the Offered Interest pursuant to paragraph (b) above, the Transferor may Transfer all the Offered Interest to a third-party purchaser at the Offered Price and on the terms and conditions set forth in the Transfer Notice; PROVIDED, HOWEVER, THAT (i) such Transfer is bona fide, (ii) the price for such Transfer is not less than the price set forth in the Transfer Notice and other conditions and terms for such Transfer are not more favorable to the third party purchaser than the other conditions and terms set forth in the Transfer Notice and (iii) such Transfer is made pursuant to a contract entered into and completed within four months after the giving of the Transfer Notice. If such a contract is not entered into and completed within such four-month period for any reason, the restrictions provided for herein shall again become effective, and no Transfer of such Offered Interest may be made thereafter (other than pursuant to Article 35 (c)) without again making an offer to the other Party in accordance with this Article 36. Furthermore, the third party accepting the Offered Interest shall be bound by the conditions and terms of this Joint Venture Contract, and shall enter into an amended and restated Joint Venture Contract and Articles with other shareholders of the Joint Venture Company.

ARTICLE 37

(a) Except for a Transfer permitted by Article 35(c) and subject to the provisions of Article 36, if a Transferor intends to Transfer all or part of its interest in the Joint Venture Company to a third party pursuant to this Chapter 12, such Transferor shall give notice to the Non-Transferring Party of such proposed Transfer at least 30 days prior to the proposed consummation of such Transfer, setting forth (i) the proposed percentage of equity interest to be Transferred, (ii) the percentage of equity interest the Transferor then owns, (iii) the name and address of the proposed Transferee, (iv) the proposed amount and payment form of the price and terms and conditions offered by such Transferee, (v) the date of consummation of the proposed Transfer, (vi) a representation that the proposed Transferee has been informed of the terms of the "tag-along" right provided for in this Article 37 and has agreed to purchase all

equity interest required to be so purchased in accordance with the terms of this Article 37 and (vii) a representation that all consideration, tangible or intangible, is being provided to the Transferor that is reflected in the price and amount paid to the Non-Transferring Party exercising its Tag-Along Right (as defined below) hereunder. Such notice shall be accompanied by a true and complete copy of all agreements executed by the Transferor and the proposed Transferee in connection with the proposed Transfer.

(b) Subject to compliance with applicable laws and regulations, the Non-Transferring Party shall have the right (the "TAG-ALONG RIGHT") but not the obligation to require the proposed Transferee in Article 37(a) to purchase from such Non-Transferring Party a portion of its equity interest in the Joint Venture Company upon the same terms and conditions offered to the Transferor by the proposed Transferee. The proportion of the Non-Transferring Party's equity interest that it has a right to Transfer to the Transferee shall be same as the proportion of the Transferring Party's equity interest to be Transferred to the Transferee; that is the Non-Transferring Party may Transfer up to a total of all the interest in the Joint Venture Company held by the Non-Transferring Party multiplied by a fraction, the numerator of which is the proposed percentage of equity interest to be Transferred by the Transferor, and the denominator of which is the percentage of all the equity interest held by the Transferor. The unit price for the purchase of such equity interest from the Non-Transferring Party by the proposed Transferee shall be the same as the unit price the proposed Transferee intends to pay to the Transferor for the purchase of the equity interest from the Transferor.

(c) Within 20 days after receipt of the notice referred to in Article
37(a), the Non-Transferring Party that elects to exercise its Tag-Along Right shall deliver a written notice of such election to the Transferor, specifying the proposed percentage of equity interest it has elected to sell in accordance with Article 37 (b). Such notice shall be irrevocable and shall constitute a binding agreement by such Non-Transferring Party to Transfer such equity interest on the terms and conditions set forth in the Transfer notice. In order to be entitled to exercise its Tag-Along Right, the Non-Transferring Party must make substantially the same representations, warranties , covenants and indemnities as the Transferor makes in connection with its proposed Transfer of equity interest; PROVIDED, HOWEVER, THAT no Party exercising its Tag-Along Right shall be obligated to pay any amount with respect to any liabilities arising from the representations, and warranties made by the Transferor in excess of the total price paid by the proposed Transferee to it.

(d) Where the proposed Transferee fails to purchase the relevant equity interest from the Non-Transferring Party that (i) has properly exercised its Tag-Along-Right or (ii) has failed to properly exercise such right due to non-compliance with the provisions hereof by the Transferor, unless such failure to purchase the Non-Transferring Party's interest resulted from legal or regulatory restrictions, the Transferor shall not make the proposed Transfer, and if purported to be made, such Transfer shall be null and void. If the Non-Transferring Party fails to give notice in accordance with Article 37(c) not due to non-compliance of this Article 37 by the Transferor, the Non-Transferring Party shall be deemed to have waived its Tag-Along-Right and the Non-Transferring Party shall cause its Board to vote in favor of the resolution approving the Transfer by the Transferor to the proposed Transferee.

(e) The proposed Transferee shall be bound by the terms and conditions of this Joint Venture Contract and shall enter into an amended and restated Joint Venture Contract and Articles with the other shareholders of the Joint Venture Company.

CHAPTER 13 - INSURANCE

ARTICLE 38

(a) The basic social insurance scheme for the workers and staff of the Joint Venture Company shall be implemented in accordance with the applicable laws and regulations of the PRC. The type of insurance coverage, the amount and term of insurance of other commercial insurance shall be determined by the Board.

(b) All types of insurance of the Joint Venture Company shall be purchased from insurance companies authorized to do business in the PRC, unless adequate coverage as determined by the Board cannot at any time and from time to time be obtained from such companies on internationally competitive terms, in which case the Joint Venture Company shall apply to purchase such insurance from other insurance companies outside of the PRC in accordance with the applicable laws and regulations of the PRC.

CHAPTER 14 - TERMINATION AND LIQUIDATION

ARTICLE 39

(a) If any of the conditions or events set forth below shall occur and be continuing, the Party not encountering such conditions or events shall have the right to issue a written notice to the other Party and the Joint Venture Company (a "TERMINATION NOTICE") and apply directly to the Examination and Approval Authority to terminate this Joint Venture Contract and dissolve the Joint Venture Company:

(i) either Party fails to perform any of its material obligations under this Joint Venture Contract, the Articles or other contracts entered into by the Parties and such failure is not cured within one month of written notice by the non-breaching Party to the breaching Party stating specifically the manner in which the breaching Party has failed to perform and if, in the reasonable opinion of the non-breaching Party, such non-performance defeats the economic objectives of this Joint Venture Contract and of the establishment of the Joint Venture Company or creates a material risk of loss to such non-breaching Party or the Joint Venture Company, or materially and adversely affects the value of the non-breaching Party's equity interest in the Joint Venture Company;

(ii) a change of Control in either Party such that the shareholder or entity obtaining Control of such Party is a Competitor of the other Party or the Joint Venture Company, or such that such Party is not able to provide financial, management, policy and promotional support to the Joint Venture Company as set forth in this Joint Venture Contract, Articles or other contracts entered into by the Parties, or a change in the shareholding in either Party such that Competitor(s) of the other Party or the Joint Venture Company hold(s) more than 10% of the equity interest or share capital of such Party; or

(iii) either Party becomes bankrupt, is the subject of proceedings for liquidation or dissolution, ceases to carry on business or becomes unable to pay its debts as they become due, or all or a material portion of its assets or property in the PRC is expropriated or requisitioned with the effect that the operations of the Joint Venture Company are adversely affected.

(b) If any of the conditions or events set forth below shall occur and be continuing, either Party shall have the right to issue a Termination Notice to the other Party and the Joint Venture Company and make a motion to the Board to dissolve the Joint Venture Company:

(i) the Joint Venture Company sustains losses significantly in excess of those estimated in the business plan and annual budget approved by the Board in five consecutive years;

(ii) the Joint Venture Company fails to conduct the operations contemplated in this Joint Venture Contract owing to any amendment to the central or local laws, regulations, decrees or provisions made by a central or local government authority of the PRC, or any approval, permit, license, certificate, waiver or right materially affecting the Joint Venture Company's ability to conduct the full scope of activities contemplated in this Joint Venture Contract is not obtained, declared void, rescinded or is amended in a materially adverse manner;

(iii) the Joint Venture Company becomes bankrupt, is the subject of proceedings for liquidation or dissolution, ceases to carry on business or becomes unable to pay its debts as they become due, or all or a material portion of the assets or property of the Joint Venture Company in the PRC is expropriated or requisitioned; or

(iv) the expiration of the term of the Joint Venture Company or any extension thereof is not extended in accordance with the provisions of Chapter 9 or the Parties mutually agree to dissolve the Joint Venture Company.

(c) If any of the conditions or events set forth below shall occur and be continuing, Party B shall have the right to issue a Termination Notice to Party A and the Joint Venture Company and make a motion to the Board to dissolve the Joint Venture Company:

(i) Party A's Subsidiary does not obtain or no longer holds all permits, licenses, consents, authorizations and approvals that are necessary to operate a VSAT communications business or is otherwise no longer permitted to operate such business;

(ii) Party A Subsidiary fails to perform any of its material obligations under any Party A Subsidiary Contract or any other agreement that Party A Subsidiary enters into with the Joint Venture Company or is in material breach of any Party A Subsidiary Contract or any other agreement that Party A Subsidiary enters into with the Joint Venture Company and such failure or breach is not cured within one month after written notice from the Joint Venture Company; or

(iii) Less than 80% interest of Party A Subsidiary is hold by Party
A.

If any of the conditions or events set forth in Article 39(a),
(b) or (c) shall occur and be continuing and if the Party entitled to issue a Termination Notice as provided for in the relevant provision issues a Termination Notice and makes a motion to terminate this Joint Venture Contract and to dissolve the Joint Venture Company, both Parties shall cause their representatives on the Board to unanimously adopt a resolution to dissolve the Joint Venture

Company and to apply to the Examination and Approval Authority for approval of such dissolution.

ARTICLE 40

(a) If either Party has the right to issue a Termination Notice pursuant to Article 39, such Party (the "PURCHASING PARTY") shall have the right to choose not to issue a Termination Notice but instead to purchase or designate a person to purchase the interest of the other Party (the "NON-PURCHASING PARTY") in the Joint Venture Company pursuant to the following procedures:

(b) The Purchasing Party shall first deliver a notice (an "INVOCATION NOTICE") to the Non-Purchasing Party stating that it has chosen to purchase or designate a person to purchase the interest of the Non-Purchasing Party in the Joint Venture Company and it has chosen to invoke the valuation procedures set forth in this Article 40(b):

(i) Within 30 days after the date of delivery of the relevant Invocation Notice, Party A and Party B shall each deliver a notice (an "APPOINTMENT NOTICE") to each other appointing an independent and reputable appraiser (an "APPRAISER") to determine the fair market value (the "FMV") of the Joint Venture Company, attached to which Appointment Notice shall be documentation evidencing that the Appraiser has accepted such appointment.

(ii) If each Party has delivered an Appointment Notice to the other Party within such 30-day period, within 10 business days after the date on which the last Appointment Notice was delivered, the two Appraisers appointed by the Parties shall appoint a third Appraiser. If the two Appraisers are unable to agree on a third Appraiser in such 10 business day period, each Appraiser shall designate two Appraisers and on or before the 15th business day after the date on which the last Appointment Notice was delivered, one Appraiser shall be randomly selected (through a computerized or other random-selection process mutually satisfactory to the Parties) from among the four Appraisers so designated.

(iii) If at the time the appraisal is undertaken, the appraisal is required to be made by a valuation company that is approved to issue valuations of State-owned assets, each Appraiser appointed shall be such a valuation company.

(iv) Each Appraiser shall calculate and present to each of the Parties its appraisal of the FMV of the Joint Venture Company. In the case of an appraisal of the FMV of the Joint Venture Company, each appraisal shall take into account the value of PRC companies that are providing services that are similar to the services provided by the Joint Venture Company as of the date of the appraisal.

(v) Each appraiser shall submit its appraisal report to both of the Parties within 30 days after the date of the appointment of the third Appraiser.

(vi) If either Party has not delivered an Appointment Notice to the other Party within 30 days after the date of the delivery of the relevant Invocation Notice, the appraisal of the Appraiser appointed by the other Party shall be the final FMV of the Joint Venture Company (the "FINAL FMV"). If each Party delivered an Appointment Notice to the other Party within 30 days after the date of delivery of the relevant Invocation Notice, but one Appraiser fails to submit its appraisal report to both of the Parties within 30 days after the date

of the appointment of the third Appraiser, the Final FMV shall be the average of the two appraisals that have been submitted. If each Party delivered an Appointment Notice to the other Party within 30 days after the date of delivery of the relevant Invocation Notice and all three Appraisers submit their appraisal reports to both of the Parties within 30 days after the date of the appointment of the third Appraiser, the Final FMV shall be the average of the two appraisals that are closest in value or the average of all three appraisals if the difference between the two highest appraisals and the difference between the two lowest appraisals is equal.

(vii) The determination of the Final FMV in accordance with this Article 40 shall (in the absence of fraud) be final and binding on the Parties for the purposes of this Joint Venture Contract.

(viii) The Purchasing Party or the person designated by it to purchase the interest of the Non-Purchasing Party (collectively, the "PURCHASER") shall purchase the interest of the Non-Purchasing Party at a purchase price of the FMV of the Joint Venture Company multiplied by the percentage of the interest then held by the Non-Purchasing Party in the registered capital of the Joint Venture Company.

(ix) After the purchase price has been determined, the Purchaser and the Non-Purchasing shall sign an equity interest transfer agreement and they shall use their best efforts to secure all necessary governmental approvals to validate the agreement within 30 days after the date of the execution thereof. Such purchase shall be completed within 15 days after the relevant equity interest transfer agreement is approved. However, unless the purchase price is paid in full to the Non-Purchasing Party in the legal currency of the Non-Purchasing Party's home place or in a freely convertible currency that can be remitted to the Non-Purchasing Party's home place, the Non-Purchasing Party is not required to complete the sale as set forth in this Article 40.

(x) After the equity interest transfer agreement has been approved and the purchase price has been paid as provided in the above paragraph, the Parties shall cause representatives duly authorized by each of them to execute a written document to amend this Joint Venture Contract to delete the Non-Purchasing Party as a Party and to add the Purchaser as a Party.

(c) If both Parties issue Invocation Notices pursuant to Article 40(b), the valuation procedures set forth in Article 40(b)(i) through (viii) shall not be implemented and instead the Party willing to pay the highest price per percentage interest of the Joint Venture Company shall have the right to purchase or designate another party to purchase the interest of the Non-Purchasing Party at such purchase price in accordance with the provisions of Article 40(b)(ix) and (x).

(d) Prior to the completion of the procedures set forth in Article
40(b)(x), the Parties must continue to perform their obligations under this Joint Venture Contract.

ARTICLE 41

(a) Upon the expiration of the term or early termination of the Joint Venture Company, if in accordance with Article 40 neither Party wishes to acquire the Joint Venture

Company as a going concern, or if a Party wishes to acquire the Joint Venture Company as a going concern but it fails to obtain necessary approvals from the relevant PRC authorities, the Board must liquidate the existing assets and nominate candidates for the liquidation committee. The specific liquidation methods and procedures shall be determined in accordance with the relevant PRC laws and regulations and the Articles. The liquidation expenses and remuneration to members of the liquidation committee shall be paid in priority from the existing assets of the Joint Venture Company.

(b) During the process of liquidation, the liquidation committee shall represent the Joint Venture Company in suing and being sued. The liquidation committee shall, in valuing and selling the tangible assets and goodwill of the Joint Venture Company, use its best efforts to obtain the highest possible price for such assets. After liquidation, the remaining assets after payment of the liabilities of the Joint Venture Company shall be distributed in proportion to the capital contribution of each Party in the registered capital.

(c) After the liquidation of the Joint Venture Company is completed, the liquidation committee shall submit a liquidation report to the Board for adoption and shall submit the report to the Examination and Approval Authority for approval. In addition, the liquidation committee shall handle the formalities for the cancellation of registration with the original registration authority and return the business license of the Joint Venture to the original issuing authority.

ARTICLE 42

(a) After the termination of this Joint Venture Contract, neither Party shall use the name (whether in whole or in part) of the Joint Venture Company, except for the part to which such Party has the proprietary right.

(b) The rights or remedies of any Party arising in respect of any breach of this Joint Venture Contract by the other Party occurring prior to the date of the Joint Venture Company's dissolution or liquidation shall remain in full force and effect.

CHAPTER 15 - FORCE MAJEURE

ARTICLE 43

(a) A Party that cannot perform its obligations to the Joint Venture Company (the "HINDERED PARTY") in full or in part as a direct result of an event that is unforeseeable and of which the occurrence and consequences cannot be prevented or avoided, such as earthquakes, typhoons, floods, fires and other natural disasters, wars, insurrections and similar military actions, civil unrest and strikes, slowdowns, embargoes, expropriation, injunctions or other restraints and actions of government, or other causes that are uncontrollable by the Parties and are obviously deemed as force majeure (an "EVENT OF FORCE MAJEURE"), shall not be deemed to be in breach of this Joint Venture Contract if all of the following conditions are met:

(i) the Event of Force Majeure was the direct cause of the stoppage, impediment or delay encountered by the Hindered Party in performing its obligations under this Joint Venture Contract;

(ii) the Hindered Party used its best endeavors to perform its obligations under the Joint Venture Contract and to reduce the losses to the other Party or to the Joint Venture Company arising from the Event of Force Majeure; and

(iii) at the time of the occurrence of the Event of Force Majeure, the Hindered Party informed the other Party and the Joint Venture Company immediately, providing written information on such event within 15 days of its occurrence, including a statement of the reasons for the delay in implementing or partially implementing this Joint Venture Contract.

(b) If an Event of Force Majeure shall occur, the Parties shall decide whether this Joint Venture Contract should be amended or terminated in light of the impact of the event upon the implementation hereof, and whether the Hindered Party should be partially or fully freed from its obligations hereunder.

CHAPTER 16 - SETTLEMENT OF DISPUTES

ARTICLE 44

(a) Any dispute, controversy or claim arising out of, or relating to, this Joint Venture Contract, or the performance, interpretation, breach, termination or validity hereof, shall be resolved through friendly consultation. Such consultation shall begin immediately after one Party has delivered to the other Party a written request for such consultation stating specifically the nature of the dispute, controversy or claim. If within 30 days following the date on which such notice is given the dispute cannot be resolved, the dispute shall be referred to, and finally resolved by, arbitration upon the request of any Party with notice to the other Party.

(b) The arbitration shall be conducted by the Singapore International Arbitration Centre (the "ARBITRATION CENTER") under its rules (the "RULES") save as modified by this Joint Venture Contract. The arbitration tribunal shall consist of three arbitrators. Each Party shall select one arbitrator and the third arbitrator shall be jointly appointed by the arbitrators designated by the Parities. The award of the arbitration tribunal shall be final and binding upon the Parties.

(c) After the Party requesting arbitration has appointed its arbitrator, it shall inform the other Party in writing of the information regarding the arbitrator and shall also request in the written notice that the other Party appoint an arbitrator within 14 days from the delivery date of such notice. The notice shall also indicate that if the other Party fails to designate an arbitrator within the above 14-day period, then without further notice to the other Party, the arbitrator designated by the Party requesting arbitration shall be the sole arbitrator. After the sole arbitrator has been designated, the Party requesting arbitration shall correspondingly inform the other Party thereof. The award of the sole arbitrator shall be final and binding upon the Parties.

(d) The arbitration proceedings shall be conducted in English and Chinese.

(e) The arbitrators shall decide any such dispute or claim strictly in accordance with the governing law specified in Article 46. Judgment upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be.

(f) The costs and expenses of the arbitration, including without limitation the fees of the arbitration, the fees of translators, costs of the venue and facilities, transcript

providers or live note transcribers, the fees of the arbitration tribunal, shall be borne equally by the Parties, and each Party shall pay its own fees, disbursements and other charges of its counsel.

(g) Any award made by the arbitration tribunal shall be final and binding on each of the Parties that were parties to the dispute. The Parties expressly agree to waive the applicability of any laws and regulations that would otherwise give the right to appeal the decisions of the arbitration tribunal so that there shall be no appeal to any court of law for the award of the arbitration tribunal, and a Party shall not challenge or resist the enforcement action taken by any other Party in favor of which an award of the arbitration tribunal was given.

(h) Each Party irrevocably consents to the service of process, notices or other paper in connection with or in any way arising from the arbitration or the enforcement of any arbitral award, by use of any of the methods and to the addresses set forth for the giving of notices in Article 52. Nothing contained herein shall affect the right of any Party to serve such processes, notices or other papers in any other manner permitted by applicable law.

(i) In order to preserve its rights and remedies, any Party shall be entitled to seek preservation of property in accordance with law from any court of competent jurisdiction or from the arbitration tribunal pending the final decision or award of the arbitration tribunal.

ARTICLE 45

During the period when a dispute is being resolved, except for the matter being disputed, the Parties shall in all other respects continue their implementation of this Joint Venture Contract.

CHAPTER 17 - GOVERNING LAW

ARTICLE 46

The formation, validity, interpretation and execution of this Joint Venture Contract shall all be governed by the publicly promulgated and implemented laws and regulations of the PRC. When the publicly promulgated and implemented laws of the PRC do not cover a certain matter, international legal principles and practices shall apply.

CHAPTER 18 - LANGUAGES AND COUNTERPARTS

ARTICLE 47

(a) This Joint Venture Contract is written in Chinese and English. Both the Chinese and English language texts shall have equal validity and legal effect. Each Party acknowledges that it has reviewed both language texts of this Joint Venture Contract and that they are the same in all material respects.

(b) Six original copies of this Joint Venture Contract shall be signed in each languages respectively. Each Party shall retain one original copy in each language, the Joint Venture Company shall retain one original copy in each language and three original

copes in each language shall be submitted to the Examination and Approval Authority and the registration authority.

ARTICLE 48

Any amendments to this Joint Venture Contract shall be subject to a written agreement in Chinese and English executed by the Parties. The two versions shall have the equal validity and legal effect and become effective only upon approval by the Examination and Approval Authority.

CHAPTER 19 - LIABILITY FOR BREACH OF CONTRACT

ARTICLE 49

Subject to the provisions of Chapter 15, a Party shall be in breach of this Joint Venture Contract (a) if it fails to perform, or suspends its performance of, its obligations under this Joint Venture Contract, and if it does not commence correction of such failure within one month of receipt of written notice thereof from the other Party or the Joint Venture Company, which notice must specify the nature of the alleged breach in reasonable detail; or (b) if any of the representations and warranties made by such Party is untrue or inaccurate in any material respects.

ARTICLE 50

(a) If the Joint Venture Company or a Party suffers any cost, liability or loss, including lost of profits of the Joint Venture Company but not including any other consequential losses of whatever nature, as a result of a breach of this Joint Venture Contract by either Party, the Party in breach shall indemnify and hold the Joint Venture Company and the Non-Defaulting Party harmless in respect of any such cost, liability or loss, including but not limited to interest paid or lost as a result thereof and attorneys' fees.

(b) Without limiting the generality of the foregoing, each Party (the "INDEMNIFYING PARTY") shall indemnify, defend and hold harmless the other Party and the Joint Venture Company (each, an "INDEMNIFIED PARTY") from and against all claims, losses, liabilities, damages, judgments, assessments, fines, costs or expenses (including interest, penalties and fees, loss of profits by the Joint Venture Company, expenses and disbursements of attorneys, experts, personnel and consultants incurred by any Indemnified Party in any action or proceeding between the Indemnifying Party and any Indemnified Party or between any Indemnified Party and any third party, or otherwise) based upon, arising out of, relating to or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Indemnifying Party contained in this Joint Venture Contract or in any documents or other evidence delivered by the Indemnifying Party pursuant to this Joint Venture Contract.

CHAPTER 20 - REPRESENTATIONS AND WARRANTIES

ARTICLE 51

(a) Each Party represents and warrants to the other Party, with respect to itself, as follows:

(i) Party A is a company limited by shares that is duly organized, validly existing and in good standing under the laws of the PRC, and Party B is a limited liability company duly organized, validly existing and in good standing under the laws of Hong Kong. Each Party has the corporate power and lawful authority to own or possess, lease and operate its assets and to carry on its business as now being and as previously conducted.

As of the date hereof, Party A has delivered the following documents to Party B (1) a copy of the business license and articles of association of Party A (as amended) as in effect on the date hereof, (2) a copy of signed written resolutions of Party A's board of directors approving Party A's entry into this Joint Venture Contract and the establishment of the Joint Venture Company within, and (3) a copy of the signed written resolutions of Party A's shareholders approving Party A's entry into this Joint Venture Contract and establishment of the Joint Venture Company with Party B.

Party B shall provide (1) a copy of the certificate of incorporation of Party B as in effect on the date hereof, (2) a copy of business registration certificate of Party B as in effect on the date hereof, and (3) a copy of signed written resolution of Party B's board approving Party B's entry into this Joint Venture Contract and the establishment of the Joint Venture Company with Party A.

(ii) Each Party has the full legal right, power and authority required to enter into this Joint Venture Contract and to perform fully its obligations hereunder. This Joint Venture Contract has been duly authorized, executed and delivered by each Party and, assuming the due authorization, execution and delivery by the other Party and approval by the Examination and Approval Authority and constitutes the valid and binding obligation of each Party enforceable in accordance with its terms.

(iii) Except for the requirements for the issuance of the business license and as otherwise set forth in this Joint Venture Contract, no filings with, notices to, or license, permits, consents, authorizations, qualifications, orders or other approvals of any governmental body or any other person are necessary to be obtained by such Party for its execution, delivery and performance of this Joint Venture Contract or for the establishment of the Joint Venture Company.

(iv) Each Party is, has been and will continue to be in compliance with all applicable laws and regulations of its home jurisdiction and does not know of any circumstances which would be a breach of such laws or regulations. Each Party agrees to indemnify the other Party and the Joint Venture Company for any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements which may be imposed upon, incurred by or asserted against the other Party or the Joint Venture Company arising from or related to any inaccuracy contained in this Article 51.

(v) Neither the execution of this Joint Venture Contract, nor the performance of such Party's obligations hereunder, will conflict with, or result in a breach of, or constitute a default under, any provision of the memorandum and articles of association, business license or bylaws of such Party, as the case may be, or any law, rule, regulation, authorization or approval of any government agency or body, or of any contract or agreement to which such Party is a party or is subject.

(vi) There is no lawsuit, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to the best knowledge of such Party, threatened against such Party with respect to the subject matter of this Joint Venture Contract or that would affect in any way such Party's ability to enter into or perform this Joint Venture Contract.

(vii) All documents, statements and information of or derived from any governmental body in the possession of such Party relating to the transactions contemplated in this Joint Venture Contract have been disclosed to the other Party, and no document previously provided by such Party to the other Party contains any untrue statement of material fact or omits to state any material fact necessary in order to make the statements contained therein not misleading.

(b) Party A hereby further represents and warrants to Party B as follows:

(i) Party A has procured all requisite permits and approvals from the relevant governmental departments to cooperate with the Joint Venture Company and Party B in accordance with the provisions of this Joint Venture Contract and that such permits and approvals shall be valid and in full force and effect during the term of this Joint Venture Contract;

(ii) Party A is the full and unrestricted legal, beneficial and record owner or possessor of all the assets contributed by Party A to the Joint Venture Company and the assets under the Facilities Purchase Contract, free and clear of all claims, liens and encumbrances of third parties;

(iii) Party A was established on November 27, 1997 with its enterprise legal person registration with Hebei AIC (the "ORIGINAL PARTY A"). Original Party A relocated to Shanghai on December 31, 2002 and was registered with Shanghai AIC (the "CURRENT PARTY A") by obtaining an enterprise legal person business licensee issued on the same date. Such business license lists December 31, 2003 as the establishment date of the Current Party A. Party A hereby represents and warrants that the Original Party A's enterprise legal person registration number with Hebei AIC has been officially canceled and that the Current Party A is the legal successor or lawful assignee of all of the Original Party A's lawful interest, rights, licenses, permits, consents, approvals and authorizations; and

(iv) Party A agrees to indemnify and hold Party B, Party B's Affiliates and the Joint Venture Company harmless from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements (collectively, "CLAIMS") which may be imposed upon, incurred by or asserted against Party B, Party B's Affiliates and the Joint Venture Company arising from or related to any inaccuracy of the representations and warranties contained in this Article 51. Such Claim includes, without limitation, litigation or other administrative and legal actions instituted by

any person or entity which questions or challenges the right of Party A to transfer the assets contributed by Party A to the Joint Venture Company or Party A's ownership of such assets.

CHAPTER 21 - NOTICE AND MISCELLANEOUS

ARTICLE 52

Each notice, demand or other communication given or made under this Joint Venture Contract shall be in writing in English or Chinese and delivered or sent to the above addresses or fax numbers (or such other address or fax number as the addressee has by 10 days' prior written notice specified to the other Party). Any notice, demand or other communication given or made by letter between countries shall be delivered by airmail. Any notice, demand or other communication addressed to the relevant Party shall be deemed to have been delivered (1) if delivered in person or by messenger, when proof of delivery is obtained by the delivering Party; (2) if sent by post within the same country, on the third day following posting, and if sent by post to another country, on the seventh day following posting; (3) if given or made by fax, upon dispatch and the receipt of a transmission report confirming dispatch.

ARTICLE 53

The headings in this Joint Venture Contract are used only for reference, do not constitute the contents of this Joint Venture Contract and do not give meaning or explanation to the provisions of this Joint Venture Contract.

ARTICLE 54

In the event any one or more of the provisions contained in this Joint Venture Contract should be held under any applicable law or regulation to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

ARTICLE 55

A Party that in a particular situation waives its rights in respect of a breach of contract by the other Party shall not be deemed to have waived its rights against the Defaulting Party for a similar breach of contract in other situations.

ARTICLE 56

In any case in which the Parties have agreed pursuant to this Joint Venture Contract (a) to cause the directors appointed by them to the Board to take any action or (b) to take any action that requires a resolution of the Board, each Party shall use its best efforts to cause each director appointed by it to the Board to approve the relevant resolution and if any director appointed by such Party does not approve the relevant resolution, such Party shall promptly remove such director and replace him with a director who will approve the relevant resolution.

IN WITNESS WHEREOF, the Parties have executed this Joint Venture Contract as of the date first above written and therefore this Joint Venture Contract shall be binding upon the Parties.

SKY COMMUNICATIONS GROUP COMPANY LIMITED

/s/ Chen Yuanming
---------------------------------
Authorized Representative:
Name:   Chen Yuanming
Title:  Chairman Of Board Of Directors
        And President

ASIA SATELLITE TELECOMMUNICATIONS COMPANY LIMITED

/s/ Peter Jackson
---------------------------------
Authorized Representative:
Name:   Peter Jackson
Title:  Chief Executive Officer

APPENDIX 1

LIST OF ASSETS TO BE CONTRIBUTED BY PARTY A

Sky Star Advantage VSAT Terminal Equipment (including indoor & outdoor units): 781 Sets

Total Value: [ ]

DATED 30TH NOVEMBER, 2004

ASIA SATELLITE TELECOMMUNICATIONS COMPANY LIMITED

AND

MACAU CABLE TV, LIMITED

AND

PACIFIC SATELLITE INTERNATIONAL LIMITED

AND

SKYWAVE TV COMPANY LIMITED

SUBSCRIPTION AGREEMENT
RELATING TO SHARES IN
THE CAPITAL OF
SKYWAVE TV COMPANY LIMITED

TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION.......................................2

2. ALLOTMENT, ISSUE AND SUBSCRIPTION OF SUBSCRIPTION SHARES.............4

3. SUBSCRIPTION FUNDS...................................................4

4. COMPLETION...........................................................5

5. WARRANTIES...........................................................6

6. RESTRICTION ON ANNOUNCEMENTS.........................................6

7. COSTS................................................................7

8. GENERAL..............................................................7

9. NOTICES..............................................................8

10. GOVERNING LAW AND STATEMENT OF DISPUTE...............................9

11. FIRST SCHEDULE - SHAREHOLDERS' AGREEMENT

THIS SUBSCRIPTION AGREEMENT is made on the 30th day of November, 2004

BETWEEN :

MACAU CABLE TV, LIMITED, a company with its principal office at Alamedd Dr, Carlos D assumpcao N411-417, Edificio Dynasty Plaza, 21 Andar, Macau, Telephone No. (853) 781812, Facsimile No. (853) 781821 (the "MCTV");

PACIFIC SATELLITE INTERNATIONAL LIMITED, a company incorporated in the Hong Kong SAR ("HONG KONG") with its registered office at Room 1101, China Merchants Tower, Shun Tak Centre, 168 Connaught Road Central, Hong Kong ("PSIL");

SKYWAVE TV COMPANY LIMITED (previously known as "Auspicious City Limited"), a company with its registered office at 23rd Floor, East Exchange Tower, 38 Leighton Road, Causeway Bay, Hong Kong, Telephone No. (852) 2500 0888, Facsimile No. (852) 2576 4111 (the "Company"); and

ASIA SATELLITE TELECOMMUNICATIONS COMPANY LIMITED, a company with its registered office at 23rd Floor, East Exchange Tower, 38 Leighton Road, Causeway Bay, Hong Kong, Telephone No. (852) 2500 0888, Facsimile No. (852) 2576 4111 ("AsiaSat").

AsiaSat, MCTV and PSIL shall hereafter together be referred to as the "Subscribers".

Asia Satellite Telecommunications Company Limited         99 (Ninety Nine) shares
(AsiaSat)

Peter Jackson on behalf of AsiaSat                         1 (One) share

B. The Company has agreed to issue and the Subscribers have agreed to subscribe for 2,999,900 (Two Million Nine Hundred and Ninety-Nine Thousand and Nine Hundred) shares upon and subject to the terms and conditions set out in this Agreement.

NOW IT IS HEREBY AGREED as follows:-

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, where the context so admits, the following words and expressions shall have the following meanings:

"BANKING DAY" means a day (excluding Saturday) on which licensed banks in Hong Kong are generally open for business;

"BOARD" means the board of directors of the Company;

"COMPANIES ORDINANCE" means the Companies Ordinance (Chapter 32 of the Laws of Hong Kong);

"COMPLETION" means completion of the transactions contemplated herein pursuant to Clause 4;

"HK$ or HONG KONG DOLLARS" means the lawful currency of Hong Kong;

"HONG KONG" means the Hong Kong Special Administrative Region of the People's Republic of China;

"INTELLECTUAL PROPERTY RIGHTS" means

(a) patents, trade marks, service marks, registered designs, applications and rights to apply for any of those rights, trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions;

(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);

(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and

(d) the right to sue for past infringements of any of the foregoing rights;

"PARTIES" means the named parties to this Agreement and their respective successors and assigns and a "Party" means any of them;

"SECURITY INTEREST" means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third-party right or interest, other encumbrance or security interest of any kind, or another type of preferential arrangement (including, without limitation, a title transfer or retention arrangement) having similar effect;

"SHAREHOLDERS' AGREEMENT" means the shareholders' agreement in the form set out in the First Schedule;

"SUBSCRIPTION FUNDS" means [
] being the total consideration

for the allotment and issue of the Subscription Shares;

"SUBSCRIPTION SHARES" means 2,999,900 (Two Million and Nine Hundred Ninety-Nine Thousand and Nine Hundred) shares to be allotted and issued pursuant to Clause 2; and

"TAX" means all forms of taxation, estate duties, deductions, with holdings, duties, imposts, levies, fees, charges, social security contributions and rates imposed, levied, collected, withheld or assessed by any local, municipal, regional, urban, governmental, state, federal or other body in Hong Kong or elsewhere and any interest, additional taxation, penalty, surcharge or fine in connection therewith.

1.2 Save where the context otherwise requires, words and phrases the definitions of which are contained or referred to in the Companies Ordinance shall be construed as having the meanings thereby attributed to them.

1.3 References in this Agreement to Clauses and Schedules are to clauses in and schedules to this Agreement (unless the context otherwise requires). The recitals and the schedules to this Agreement shall be deemed to form part of this Agreement.

1.4 Headings are inserted for convenience only and shall not affect the construction of this Agreement.

1.5 The expression "THE SUBSCRIBERS" include their successors and assigns.

1.6 References to "PERSON" shall include bodies corporate, unincorporated associations and partnerships (whether or not having separate legal personality).

1.7 References to writing shall include any methods of producing or reproducing words in a legible and non-transitory form.

1.8 The masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa.

2. ALLOTMENT, ISSUE AND SUBSCRIPTION OF SUBSCRIPTION SHARES

2.1 Subject to the terms and conditions of this Agreement, the Subscribers agree to subscribe for, and the Company agrees to issue and allot to the Subscribers or their nominees free from any Security Interest, the Subscription Shares on Completion as follows :

(a) AsiaSat as to 2,399,900 of the Subscription Shares at a subscription price of HK$10 each, making up [ ] of the Subscription Funds.

(b) MCTV as to 300,000 of the Subscription Shares, at a subscription price of HK$10 each, making up [ ] of the Subscription Funds.

(c) PSIL as to 300,000 of the Subscription Shares, at a subscription price of HK$10 each, making up [ ] of the Subscription Funds.

The Subscription Shares will be issued as fully paid, free from any Security Interest, and will rank pari passu in all respects with the existing shares of the Company.

3. SUBSCRIPTION FUNDS

3.1 The Subscription Funds due to the Company shall be payable by AsiaSat in cash, both MCTV and PSIL in the form of contribution in-kind as set out in the Shareholders' Agreement, which the Subscribers hereby undertake to enter into.

4. COMPLETION

4.1 Completion shall take place and at such place as the Parties may agree when all (but not some only) of the events described in this Clause 4 shall occur.

4.2 At Completion, the Company shall:

(a) allot and issue all the Subscription Shares credited as fully paid to the Subscribers or its nominee(s); and

(b) deliver to the Subscribers:

(i) a certified true copy of the resolutions of the Board approving and authorising the execution and completion of this Agreement and acknowledging the Shareholders' Agreement, and the issue of the Subscription Shares credited as fully paid to the Subscribers;

(ii) a duly issued share certificate for each Subscriber in respect of their respective number of Subscription Shares; and

(iii) the Shareholders' Agreement duly executed by all the parties thereto; and

(c) procure the appointment of such person as the Subscribers may have nominated by notice in writing given to the Company prior to Completion as a director of the Company; and

(d) enter the name of the Subscribers in the register of members of the Company as the holders of their respective number of Subscription Shares.

4.3 At Completion, each Subscriber shall deliver to the Company :

(a) a counterpart Shareholders' Agreement duly executed by the Subscriber; and

(b) a certified true copy of the resolutions of the board of directors of the Subscriber approving and authorising the execution and completion of this Agreement and the execution of the Shareholders' Agreement.

4.4 Without prejudice to any other remedies available to either party, if in any respect the provisions of this Clause 4 are not complied with by the Company or any one of the Subscribers, as the case may be, at Completion, any one of the Subscribers or the Company (as the case may be) may:

(a) defer Completion to a date not later than 31st December 2004 (and so that the provisions of this Clause 4.4 shall apply to Completion as so deferred); or

(b) proceed to Completion so far as practicable (without prejudice to its rights under this Agreement); or

(c) rescind this Agreement (without prejudice to its accrued rights under this Agreement).

5. WARRANTIES

5.1 The Company represents and warrants to the Subscribers that the information contained in this Clause 5 are and will at Completion and will at all times between the date of this Agreement and Completion be true, complete and accurate in all material respects and that the Subscription Shares will be allotted and issued pursuant to this Agreement free from all claims, charges, liens, encumbrances and equities and will rank pari passu in all respects with the existing shares of the Company.

5.2 The Subscribers represent and warrant to the Company that they have power to enter into this Agreement and this Agreement has been duly authorised and executed by, and constitutes legally binding obligations of the Subscribers.

6. RESTRICTION ON ANNOUNCEMENTS

Each of the Parties undertakes that it will not, save as required by law or by any securities exchange or any supervisory or regulatory body to whose rules any of the Parties may be subject, make or permit or authorise the making of any press release or other public statement or disclosure concerning this Agreement or the transactions contemplated hereby unless the other Parties shall have given its consent to such announcement (which consent may not be unreasonably withheld or delayed and may be given either generally or in a specific case or cases and may be subject to conditions).

7. COSTS

Each party to this Agreement shall pay its own costs of and incidental to this Agreement and the subscription hereby agreed to be made.

8. GENERAL

8.1 This Agreement shall be binding upon and enure for the benefit of the successors of the Parties. No Party hereto shall be entitled to assign any of its rights or purport to transfer any of its obligations hereunder without the prior written consent of all the other Parties.

8.2 This Agreement (together with any documents referred to herein) constitutes the whole agreement between the Parties and supersedes any previous agreements or arrangements between them relating to the subject matter thereof; it is expressly declared that no variations hereof shall be effective unless made in writing signed by duly authorised representatives of the Parties.

8.3 All of the provisions of this Agreement shall remain in full force and effect notwithstanding Completion (except insofar as they set out obligations which have been fully performed at Completion).

8.4 If any provision or part of a provision of this Agreement shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.

8.5 Any right of rescission or other rights or remedies conferred upon any Party in this Agreement shall be in addition to and without prejudice to all other rights and remedies available to it at law (and, without prejudice to the generality of the foregoing, shall not extinguish any right to damages to which the Party may be entitled in respect of the breach of this Agreement) and no exercise or failure to exercise such a right of rescission shall constitute a waiver by the Party of any such other right or remedy.

8.6 No failure of any Party to exercise, and no delay or forbearance in exercising, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of such right or remedy.

8.7 Upon and after Completion, the Company and the Subscribers shall at their own cost do and execute or procure to be done and executed all such further acts, deeds, documents and things as may be necessary to give effect to the terms of this Agreement.

8.8 This Agreement may be executed in one or more counterparts, and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart and each such counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same instrument.

8.9 The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors. The rights and obligations, or any part thereof, of a Party to this Agreement may only be assigned with the express written consent of the other Parties.

9. NOTICES

9.1 Each notice, demand or other communication given or made under this Agreement shall be in writing in English and delivered or sent to the relevant Party at its address or fax number set out below (or such other address or fax number as the addressee has by 10 days' prior written notice specified to the other Party). Any notice, demand or other communication given or made by letter between countries shall be delivered by airmail. Any notice, demand or other communication so addressed to the relevant Party shall be deemed to have been delivered
(a) if delivered in person or by messenger, when proof of delivery is obtained by the delivering Party; (b) if sent by post within the same country, on the third day following posting, and if sent by post to another country, on the seventh day following posting; (c) if given by fax, upon dispatch and the receipt of a transmission report confirming dispatch.

IF TO MCTV :
Macau Cable TV, Limited

Alameda Dr. Carlos D Assumpcao, N(degree)411-417,
Edificio Dynasty Plaza, 21(degree) Andar, Macau Attention: The Executive Managing Director Facsimile: (853) 781821

Hong Kong
Attention:       The Director
Facsimile No.:   (852) 2558 0406

Hong Kong
Attention:       The Chief Executive Officer
Facsimile No.:   (852) 2577 0044

Hong Kong
Attention:       The Company Secretary
Facsimile No.:   (852) 2500 0865

10.1     The execution, validity, interpretation and performance of and
         resolution of disputes under this Agreement shall be governed by and
         construed in accordance with the officially published and publicly
         available laws of the Hong Kong Special Administrative Region of the
         PRC.

10.2     Any dispute, controversy or claim arising out of, or relating to, this
         Agreement, or the performance, interpretation, breach, termination or
         validity hereof, shall be resolved through friendly consultation. Such
         consultation shall begin immediately after one Party has delivered to
         the other Parties a written request for such consultation stating
         specifically the nature of the dispute, controversy or claim. If within
         30 days following the date on which such notice is given the dispute
         cannot be resolved, the dispute shall be referred to, and finally
         resolved by, arbitration upon the request of any Party with notice to
         the other Parties.

10.3     The arbitration shall be conducted in Hong Kong in accordance with the
         rules of the Hong Kong International Arbitration Centre save as
         modified in this Agreement. There shall be five arbitrators. Each Party
         shall select one arbitrator and the Chairman of the Arbitration Centre
         shall select the fifth arbitrator. All selections shall be made within
         30 days after the selecting Party gives or receives the demand for
         arbitration. Such arbitrators shall be freely selected, and the Parties
         shall not be limited in their selection to any prescribed list. If any
         arbitrator to be appointed by the Parties has not been appointed and
         consented to participate within 30 days after the selection of the
         first arbitrator, the relevant appointment shall be made by the
         Chairman of the Arbitration Center.

10.4     The arbitration proceedings shall be conducted in English.

10.5     The arbitrators shall decide any such dispute or claim strictly in
         accordance with the governing law specified in Clause 10.1. Judgment
         upon any arbitral award rendered hereunder may be entered in any court
         having jurisdiction, or application may be made to such court for a
         judicial acceptance of the award and an order of enforcement, as the
         case may be.

10.6     The costs and expenses of the arbitration, including without limitation
         the fees of the arbitration, including without limitation, the fees of
         translators, costs of the venue and facilities, transcript providers or
         live note transcribers, the fees of the arbitration tribunal, shall be
         borne equally by each party to the dispute or claim, and each party
         shall pay its own fees, disbursements and other charges of its counsel.

10.7     Any award made by the arbitration tribunal shall be final and binding
         on each of the Parties that were parties to the dispute. The Parties
         expressly agree to waive the applicability of any laws and regulations
         that would otherwise give the right to appeal the decisions of the
         arbitration tribunal so that there shall be no appeal to any court of

         law for the award of the arbitration tribunal, and a Party shall not
         challenge or resist the enforcement action taken by any other Party in
         favour of which an award of the arbitration tribunal was given.

10.8     Each Party irrevocably consents to the service of process, notices or
         other paper in connection with or in any way arising from the
         arbitration or the enforcement of any arbitral award, by use of any of
         the methods and to the addresses set forth for the giving of notices in
         Clause 9. Nothing contained herein shall affect the right of any Party
         to serve such processes, notices or other papers in any other manner
         permitted by applicable law.

10.9     In order to preserve its rights and remedies, any Party shall be
         entitled to seek preservation of property in accordance with law from
         any court of competent jurisdiction or from the arbitration tribunal
         pending the final decision or award of the arbitration tribunal.

10.10    During the period when a dispute is being resolved, except for the
         matter being disputed, the Parties shall in all other respects continue
         their implementation of this Agreement.

AS WITNESS the hands of the Parties or their duly authorised representatives the day and year first above written.

MACAU CABLE TV, LIMITED

/s/ Antonio A.Silva Aguiar
----------------------------------
Authorized Representative:
Name:   Mr. Antonio A.Silva Aguiar
Title:  Executive Managing Director
Date:   30th November, 2004

MACAU CABLE TV, LIMITED

/s/ Filipe Santos
----------------------------------
Authorized Representative:
Name:   Mr. Filipe Santos
Title:  Director
Date:   30th November, 2004

PACIFIC SATELLITE INTERNATIONAL LIMITED

/s/ Joseph Yeung
----------------------------------
Authorized Representative:
Name:   Mr. Joseph Yeung
Title:  Director
Date:   30th November, 2004

SKYWAVE TV COMPANY LIMITED

/s/ William Wade
----------------------------------
Authorized Representative:
Name:   Mr. William Wade
Title:  Director
Date:   30th November, 2004

ASIA SATELLITE TELECOMMUNICATIONS COMPANY LIMITED

/s/ Peter Jackson
----------------------------------
Authorized Representative:
Name:   Mr. Peter Jackson
Title:  Chief Executive Officer
Date:   30th November, 2004

FIRST SCHEDULE

SHAREHOLDERS' AGREEMENT

DATED 30TH NOVEMBER, 2004

ASIA SATELLITE TELECOMMUNICATIONS COMPANY LIMITED

AND

MACAU CABLE TV, LIMITED

AND

PACIFIC SATELLITE INTERNATIONAL LIMITED

SHAREHOLDERS AGREEMENT

RELATING TO SKYWAVE TV COMPANY LIMITED

TABLE OF CONTENTS

1. INTERPRETATION...........................................................2

2. BUSINESS OF THE COMPANY/SHAREHOLDER CONTRIBUTIONS........................3

3. CORPORATE GOVERNANCE.....................................................6

4. MAJOR ISSUES.............................................................7

5. PROMOTION OF THE COMPANY'S BUSINESS.....................................10

6. CONFIDENTIALITY.........................................................10

7. SHARE TRANSFERS.........................................................11

8. FINANCING...............................................................14

9. INITIAL PUBLIC OFFERING.................................................16

10. TERMINATION AND FIRST RIGHT OF REFUSAL..................................16

11. GENERAL.................................................................17

12. REPRESENTATIONS AND WARRANTIES..........................................19

13. ANNOUNCEMENTS...........................................................20

14. NOTICES AND MISCELLANEOUS...............................................20

15. LAW AND SETTLEMENT OF DISPUTE...........................................22

16. EXHIBIT A - DEED OF ADHERENCE

THIS AGREEMENT is made this 30th day of November, 2004

BETWEEN:

(1) ASIA SATELLITE TELECOMMUNICATIONS COMPANY LIMITED ("AsiaSat"), a company incorporated in Hong Kong having a place of business at 23rd Floor, East Exchange Tower, 38 Leighton Road, Causeway Bay, Hong Kong, telephone number (852) 2500 0888, facsimile number (852) 2576 4111;

(2) MACAU CABLE TV, LIMITED ("MCTV"), a company with its principal office at Alameda Dr. Carlos D' Assumpcao N411-417, Edificio Dynasty Plaza, 21 Andar, Macau, telephone number (853) 781812, facsimile number (853) 781821; and

(3) PACIFIC SATELLITE INTERNATIONAL LIMITED ("PSIL"), a company incorporated in the Hong Kong SAR ("HONG KONG") with its registered office at Room 1101, China Merchants Tower, Shun Tak Centre, 168 Connaught Road Central, Hong Kong.

Each of AsiaSat, MCTV and PSIL is herein sometimes referred to as "Party", and collectively as the "Parties" or the "Shareholders".

WHEREAS:

A. Skywave TV Company Limited (previously known as "Auspicious City Limited") (the "Company") was incorporated in Hong Kong on 20th August, 2003, for the purpose of providing television programming and broadband multimedia services.

B. The authorized share capital of the Company is HK$50,000,000 divided into 5,000,000 shares of HK$10 each ("Shares") of which 3,000,000 have been issued and are registered in the names of, and beneficially owned by, the following persons:

AsiaSat           2,400,000 Shares
MCTV                300,000 Shares
PSIL                300,000 Shares
TOTAL             3,000,000 Shares

C. The Shareholders desire to enter into this Shareholders Agreement (the "Agreement") for the purpose of regulating their rights and obligations in relation to the Company, including certain matters relating to the contribution of each Shareholder to the Company, the transfer of Shares, and the management and operation of the Company.

NOW IT IS HEREBY AGREED as follows:

1. INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires:

"ASSOCIATE" means in relation to any person, a person controlling, controlled by or under common control with such person. For purposes of this Agreement, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise;

"BOARD" means the board of directors of the Company or those Directors present at a duly convened meeting of the Directors at which a quorum is present;

"DIRECTOR" means a director of the Company;

"HK$" means Hong Kong dollars, the lawful currency of Hong Kong;

"HOLDING COMPANY" and "SUBSIDIARY" have the meanings respectively given to those terms by the Companies Ordinance (Chapter 32 of the Laws of Hong Kong);

"HONG KONG" means the Hong Kong Special Administrative Region of the People's Republic of China";

"MONTHLY PROJECTIONS" has the meaning given in Clause 3.10(b);

"OPERATING CAPITAL" means cash available from operations, as set out in the Monthly Projections;

"PERSON" means any natural person, corporation, limited liability company, partnership, firm, joint venture, association, joint stock company, trust, unincorporated association, governmental body or other legal entity;

"PRO RATA AMOUNT" means, with respect of any of the Shareholders hereto, the ratio of (a) the total number of issued Shares held by a Shareholder to (b) the total number of issued Shares held by all Shareholders;

"RELATED PARTY TRANSACTION" means any transaction between the Company on the one hand and any of the Parties hereto, any Director or any Shareholder or any of his or its associates on the other hand; and

"SHAREHOLDER(S)" means holder(s) for the time being of Share(s).

1.2 In this Agreement, references to Clauses are to clauses of this Agreement and references to a sub-clause are, unless otherwise stated, references to a sub-clause of the Clause in which the reference appears.

1.3 Clause headings are inserted for convenience only and shall be ignored in construing the terms of this Agreement.

2.1      (a)      The business of the Company shall be the provision of
                  television programming and broadband multimedia services, and
                  to engage in such other business or activities or make such
                  other investments as may be approved by the Board from time to
                  time.

         (b)      The business of the Company is authorised by the Non-Domestic
                  Television Programme Licence (the "Licence") issued by the
                  Broadcasting Authority of Hong Kong ("Authority"). The Parties
                  agree to do all things necessary to procure that the Company
                  comply with the terms and conditions of the Licence.

2.2 The Parties shall comply with the provisions of this Agreement in relation to their investment in the Company and in transacting business with the Company and shall

2.3      (a)      AsiaSat shall make the following contributions to the Company:

                  Cash of [          ] for working capital and the purchase of
                  equipment as well as software upgrades by the Company that is
                  required to upgrade or to be added to the current systems of
                  MCTV in order to operate the business of the Company.

         (b)      MCTV shall make the following contributions to the Company:

                  (i)      Services to be provided in accordance with an
                           Outsource Agreement between MCTV and the Company
                           dated 30th November 2004 for the operation of the
                           business of the Company at the value of [         ].

                  (ii)     The continuous use of MCTV's licence and MCTV's
                           participation in the business of the Company at the
                           value of [       ] during the term of this Agreement.

         (c)      PSIL shall make the following contributions to the Company:

                  (i)      Equipment and services to be provided in accordance
                           with an Outsource Agreement between PSIL and the
                           Company dated 30th November 2004 for the operation of
                           the business of the Company at the value of [      ].

                  (ii)     Purchase and hold a safety stock of [       ] sets of
                           customer premises equipment at the value of [      ],
                           provided that if such safety stock is no longer
                           required as determined by the Company based on the
                           equipment being readily available in the market, PSIL
                           shall make a cash contribution of [       ] within
                           30 days of the Company's determination.

2.4 All intellectual property and other non-tangible property provided by the Shareholders for use by the Company shall remain the property of the Shareholders. All

intellectual property and other non-tangible property developed by the Company shall be owned by the Company. Any Shareholder providing intellectual property for use by the Company shall, if required for the benefit of the Company's business, execute any agreements or documents and provide any information necessary to allow the Company to use such intellectual property.

2.5 If a Shareholder (the "Defaulting Shareholder") fails materially to make its respective contributions required under Clause 2.3 (including the circumstances where such failure is due to the termination of the relevant Outsource Agreement pursuant to its terms) and does not remedy such failure within 30 days after being notified by the Company of such failure, the Shareholders other than the Defaulting Shareholder (the "Non-Defaulting Shareholders") (or if the Non-Defaulting Shareholders fail to reach an agreement, the Non-Defaulting Shareholder who owns the larger number of issued Shares as at such time) shall have the right to elect (by notice in writing) either one of the following options :

(a) requiring the Defaulting Shareholder to transfer to the Company that number of Shares equal to the quotient obtained by dividing the value of the contribution that has not been made by HK$10 (the "Unpaid Shares") at the total consideration of HK$1.00. Any fraction obtained in such calculation exceeding 0.5 shall be rounded up to one Share and any fraction of 0.5 or less shall be rounded down by one Share. The Defaulting Shareholder shall execute any documents necessary including, but not limited to, instruments of transfer and bought and sold notes to effect the transfer of Shares to the Company; or

(b) requiring the Defaulting Shareholder to transfer to each of the Non-Defaulting Shareholders the "Adjusted pro Rata Amount" (with respect to such Defaulting Shareholder) of the number of the Unpaid Shares at the total consideration of HK$1.00. Any fraction obtained in such calculation exceeding 0.5 shall be rounded up to one Share and any fraction of 0.5 or less shall be rounded down by one Share. "Adjusted Pro Rata Amount" in this paragraph means the ratio of the (i) total number of issued Shares held by a Non-Defaulting Shareholder to (ii) the total number of issued Shares held by all Shareholders after deduction of the number of the Unpaid Shares. The Defaulting Shareholder shall execute any documents necessary including,

2.6 [ ]

but not limited to, instruments of transfer and bought and sold notes to effect the transfer of Shares to the Non-Defaulting Shareholders.

3. CORPORATE GOVERNANCE

3.1 Initially, AsiaSat shall nominate four Directors, MCTV and PSIL shall each nominate one Director. The Chairman of the Board shall be elected by the largest Shareholder of the Company, and the Chairman shall have the casting vote.

3.2 Each Party hereto shall have the right to nominate one Director for every 10% Shares held, and for every 10% shares held, one vote can be cast. Therefore, if a Party holds 10% of the Shares of the Company, such Party may nominate only one Director who has the right to cast one vote.

3.3 Any Party hereto exercising such rights of nomination, shall give written notice to the Company and to the other Parties together with a copy of a written consent to act signed by each nominated Director. As soon as reasonably practical thereafter, but in any event not later than 14 days after such written notice is given, all Parties hereto shall take all such action as may be necessary to cause the individual so nominated to be appointed as a Director in accordance with the memorandum and articles of association of the Company.

3.4 Any Party hereto exercising the right to remove any Director previously nominated by him or them shall give written notice to the Company and to the other Parties and shall forthwith cause such Director to deliver to the Company a letter of resignation with immediate effect.

3.5 In the event that the percentage of the total issued Shares held by any of the Parties hereto falls below the relevant threshold referred to in Clause 3.2, such Party shall forthwith cause the relevant Director(s) previously nominated by him or them to deliver to the Company letter(s) of resignation with immediate effect.

3.6 Each Party hereto shall indemnify the other Parties and the Company in respect of any claim (other than any claim relating to such person's employment or for services provided to the Company) by any Director nominated by it in respect of such Director's removal or resignation for whatsoever reason.

3.7 The quorum for all meetings of the Board shall be any four Directors. A quorum must be present at the beginning of and throughout each meeting.

3.8      The Company shall allow each of the Shareholders and its authorised
         representatives the right during normal business hours to inspect its
         books and accounting records, to make extracts and copies therefrom at
         its own expense and to have full access to all of the Company's
         property and assets.

3.9      The Shareholders shall procure that the Company keep proper, complete
         and accurate books of account in accordance with Hong Kong generally
         accepted accounting principles and shall have its accounts audited
         annually in accordance with such standards by a reputable firm of
         international accountants appointed by the Board.

3.10     The Parties hereto further agree:

         (a)      that the financial year ended of the Company shall be 31st
                  December;

         (b)      that the Company shall provide to each Shareholder within (i)
                  three months after the end of each financial year, the annual
                  audited consolidated financial statements of the Company for
                  such financial year, (ii) 45 days after the end of each
                  quarter, quarterly unaudited consolidated financial statements
                  of the Company for such quarter, and (iii) 15 days after the
                  end of each month, (x) monthly unaudited consolidated
                  financial statements of the Company for such month and the
                  portion of the financial year through the end of such month,
                  including a balance sheet and statements of income and cash
                  flows for such month, setting forth a comparison with the
                  Company's operating budget and an explanation of material
                  differences between actual results and the budgeted amounts,
                  if any, and (y) projections ("Monthly Projections") for the
                  following 45-day period of Operating Capital and outstanding
                  liabilities payable during that 45-day period.

3.11     The Shareholders shall procure that the Company prepare annual
         operating and capital budgets and business plans for the Company, which
         shall be submitted to all Directors not less than one month prior to
         the commencement of each financial year for Board approval.

4.       MAJOR ISSUES

4.1      While this Agreement remains in force, the Parties shall procure that,
         except as agreed by the beneficial owners of not less than [         ]

of the total issued Shares:

(a) no material change shall be made in the business of the Company;

(b) no change shall be made in the authorized or issued share capital (or equivalent capital structure) of the Company (excluding a reduction in share capital) and, without limitation to the foregoing, no new Shares or other securities (including any which are convertible or exchangeable for, or carry rights of subscription for, new Shares) in the capital of the Company, options in respect of the same or any other rights similar or relating thereto, shall be issued or granted to any third party;

(c) no person shall be appointed as a director of any subsidiary of the Company or removed from such office provided that nothing in this paragraph (e) shall prevent any such person from resigning from such office or becoming disqualified from serving as a director pursuant to the relevant entity's articles of association (or equivalent);

(d) the Company shall not:

(i) acquire, whether by way of formation or otherwise, any subsidiary nor effect or permit the disposal or dilution of its interest, directly or indirectly, in any subsidiary;

(ii) sell, transfer, lease, license, or in any way dispose of, all or any part of its business, undertaking and/or assets, whether by a single transaction or series of transactions, related or not (such transaction may require the transfer of Shares of any one or all of the Parties);

(iii) acquire any share or loan capital of, or any other interest in, any body corporate or enter into any partnership or profit sharing arrangement with any person;

(iv) acquire any land or any interest therein provided that, for the avoidance of doubt, any tenancy arrangements entered into by any such entity in relation to premises required for business which do not involve the payment of any premium or similar amount shall not constitute the acquisition of land or any interest therein;

(v) consolidate or amalgamate with any other company, association, partnership or entity;

(vi) borrow any sums from any of the Parties hereto or any third party;

(vii) make any loan or advance or otherwise give credit to any person, firm or body corporate except for the purpose of making deposits with its bankers;

(viii) give any guarantee, bond or indemnity in respect of, or to secure the liabilities or obligations of, any person, firm or body corporate;

(ix) create or issue any debenture, mortgage, charge or other security over its assets;

(x) introduce any executive or employee stock or share option scheme of any nature;

(xi) save in accordance with rules or regulations approved by the Board, employ, or terminate the employment of, any senior or key employee;

(xii) change its auditors; or

(xiii) declare, make or pay dividend or other distribution to its shareholders.

4.2 The following matters require agreement by the beneficial owners of not less than three fourths of the total issued Shares :

(a) amendment to the memorandum or articles of association (or equivalent constitutive documents) of the Company;

(b) reduction in the share capital of the Company;

(c) resolution for the winding up of the Company (unless it shall have become insolvent) nor shall any of the Parties hereto present, or cause to be presented, any petition for the winding up of the Company.

4.3 All matters other than those set out in Clauses 4.1 and 4.2 shall be decided by the Board by way of simple majority, but subject to relevant laws and regulations of which may reserve to the Shareholders the power to consider and, if thought fit, pass certain resolutions to the exclusion of the directors.

4.4 It is agreed by the Parties hereto that no Related Party Transaction shall take place during the term of this Agreement except with the prior agreement in writing of the Parties hereto.

5. PROMOTION OF THE COMPANY'S BUSINESS

5.1 Each Party hereto covenants with the other to use its best endeavours to promote and develop the business of the Company.

5.2 Each Party hereto covenants with the other that it shall not on its own behalf or on behalf of, or in association with, any third party or in any capacity whatsoever, entice or seek to entice away from the Company any director or other officer or any employee of the Company whether or not any such person would thereby commit a breach of his or her contract of service or employment.

5.3 The restrictions contained in Clause 5.2 shall have full effect and be enforceable for as long as such Party is the beneficial owner of any Shares and for the period of two years after it ceases to own any Shares, whatever the reason for such cessation of ownership.

5.4 The restrictions contained in Clauses 5.2 and 5.3 are considered reasonable by the Parties hereto, but, in the event that any such restriction shall be found to be void but would be valid if some part or parts thereof were deleted or the period or area of application reduced, such restriction shall apply with such modification as may be necessary to make it valid and effective.

5.5 Each Shareholder will use reasonable efforts to provide business contacts for the Company in carrying out the Company's business.

6. CONFIDENTIALITY

6.1 Each Party hereto shall at all times, both before and after termination of this Agreement, keep confidential any information which it may acquire or may already have acquired prior to the date of this Agreement in relation to the Company or its business, customers, clients or other affairs and shall not use such information or disclose the same to any third party except with the prior written consent of the other Parties hereto and of the Company or in accordance with the order of a court of competent jurisdiction, applicable rules and regulations.

6.2 Each Party hereto shall procure that the Company shall use all reasonable endeavours to ensure that its Directors, officers and employees shall observe a similar duty of confidentiality.

6.3 The obligations of the Parties contained in Clause 6.1 shall continue without limit in point of time but shall cease to apply to any information coming into the public domain otherwise than by breach of any such Party of its obligations therein contained.

7. SHARE TRANSFERS

7.1 Save as provided in the remaining sub-clauses of this Clause, none of the Parties hereto shall be entitled during the term of this Agreement to sell, transfer, charge, pledge, encumber, grant options over or otherwise dispose of any Shares ("Transfer") now owned or hereafter acquired by such Party or of any beneficial interest therein.

7.2 Notwithstanding any other provision of this Agreement, no Transfer may be made pursuant to this Clause 7 unless :

(a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to a Deed of Adherence substantially in the form attached hereto as Exhibit A;

(b) the Transfer complies in all respects with the other applicable provisions of this Agreement; and

(c) the Transfer complies in all respects with applicable securities laws.

If requested by the Company in its reasonable discretion, an opinion of counsel to such transferring Shareholder shall be supplied to the Company, at such transferring Shareholder's expense, to the effect that such Transfer complies with applicable securities laws.

7.3 The following Transfers are permitted :

(a) any sale of common shares of the Company on the public market in connection with or following an initial public offering and listing of such common shares;

(b) any Transfer by a Shareholder which is approved by the beneficial owners of not less than [ ] of the total issued Shares; and

(c) any Transfer required as consideration for any one of the transactions listed in Clause 4.1(d)(ii).

7.4 If at any time any Shareholder receives a bona fide offer from a third party (other than a proposed transfer permitted under Clause 7.3)(the "Third Party Offeror") to buy for cash (a "Third Party Offer") any or all of such Shareholder's Shares (the "Offered Shares") and such Shareholder desires to accept the Third Party Offer, such Shareholder (the "Selling Shareholder") shall, subject to the consent of the beneficial owners of not less than two thirds of the total issued Shares : (a) (i) make an offer (the "Right of First Refusal") to sell the Offered Shares to each other Shareholder (the "Rightholder") and
(ii) make an offer to allow such Rightholder to participate in any sale of the Shares included in the Offered Shares (the "Tag Along Right") to the Third Party Offeror, in accordance with the procedures set forth below (such Right of First Refusal and Tag Along Right shall be upon the same terms and conditions as the Third Party Offer); or (b) directly accept the Third Party Offer and sell to the Third Party Offeror the Offered Shares.

7.5 If Clause 7.4(a) applies :

(a) The Selling Shareholder shall send written notice of the Right of First Refusal and the Tag Along Right (the "Notice") to each Rightholder, which shall state (i) the number of Offered Shares and the proposed purchase price per Share, (ii) other terms and conditions of the Third Party Offer and (iii) the name of the Third Party Offeror. The Notice shall include a copy of all writings between the Third Party Offeror and the Selling Shareholder necessary to establish the terms of the Third Party Offer.

(b) The Notice shall not be effective unless all of the following conditions are met:

(i) the Third Party Offeror shall have delivered to the Selling Shareholder a letter, signed by the Third Party Offeror, confirming its offer to effect the proposed transaction on the terms stated in the Third Party Offer;

(ii) the Third Party Offer shall not be subject to any conditions, except that it may be conditioned upon the truth as of the closing of the proposed purchase of customary representations and warranties and the delivery of a customary legal opinion;

(iii) the Third Party Offer shall propose, with respect to the Shareholder who may exercise its Tag Along Rights, that such Shareholder's liability for breach of any representations and warranties made to the Third Party Offeror shall be limited to the net proceeds received by such Shareholder from the sale of their Shares;

(iv) the Third Party Offer shall propose a price ("Third Party Offer Price") payable wholly in cash; and

(v) the Third Party Offeror shall have furnished reasonably satisfactory evidence as to such Third Party Offeror's financial ability to consummate the proposed purchase.

(c) Each Rightholder shall have the right :

(i) to purchase all of its respective Pro Rata Amount (but not less than all) of the Offered Shares at a purchase price equal to the Third Party Offer Price and upon the terms and conditions of the Third Party Offer;

(ii) in the event that the Rightholder does not elect to purchase all of its respective Pro Rata Amount of the Offered Shares, to sell, upon the terms set forth in the Third Party Offer, that number of Shares held by the Rightholder determined by multiplying the number of Shares included in the Offered Shares by a fraction, the numerator of which shall be the total number of Shares held by the Rightholder and the denominator of which shall be the total number of outstanding Shares; or

(iii) to reject the Right of First Refusal and the Tag Along Right.

(d) The rights of a Rightholder under Clause 7.5(c) shall be exercisable by written notice to the Selling Shareholder with a copy to the Company given within

fifteen (15) days after receipt of the Notice (the "Notice Period"). If the Rightholder shall fail to respond within the Notice Period to the Selling Shareholder, such failure shall be regarded as a rejection of both the Right of First Refusal and the Tag Along Right.

(e) The closing of the purchase of Offered Shares elected to be purchased by the Rightholder under Clause 7.5(c)(i) shall be held at the principal office of the Company at 11:00 a.m. local time on the thirtieth (30th) day after the date on which the Notice Period shall have expired or at such other time and place as the parties to the transaction may agree. At such closing, the Selling Shareholder shall deliver certificates representing the Offered Shares, duly endorsed with a signature guarantee for transfer and accompanied by all requisite transfer taxes, if any, and such Offered Shares shall be free and clear of any liens, claims, charges, options, encumbrances or rights (other than those arising hereunder) and the Selling Shareholder shall so represent and warrant, and further represent and warrant that it is the beneficial and record owner of such Offered Shares. The Shareholder purchasing Offered Shares shall deliver at the closing payment in full in immediately available funds for the Offered Shares purchased by it. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate.

(f) Unless all of the Offered Shares under Clause 7.5(c)(i) are purchased by the Rightholder, the Selling Shareholder may sell such portions of its Shares that can be sold under Clause 7.5(c)(ii) to the Third Party Offeror on the terms and conditions of the Third Party Offer; PROVIDED, HOWEVER, that such sale is bona fide and made within ninety (90) days of the expiration of the Notice Period. If such sale is not consummated within such 90-day period, the restrictions provided for herein shall again become effective, and no transfer of such Offered Shares may be made thereafter without again offering the same to the other Shareholder in accordance with this Agreement.

8. FINANCING

8.1 Any decision to seek additional finance for the Company shall be made by the Board, but subject always to compliance with the provisions of Clause 4.

8.2 In the event that the Board resolves to issue new Shares, with the consent of the beneficial owners of not less than [ ] of the total issued Shares, each of the Parties hereto shall have the right to subscribe for its Pro Rata Amount of such new Shares and shall, in addition, have the right of over subscription for new Shares ("OVER SUBSCRIPTION RIGHT") if the other Parties elect not to subscribe fully for their Pro Rata Amount.

8.3 Each Party hereto shall be afforded the opportunity to subscribe for its Pro Rata Amount of such new Shares on the same terms and at the same price as are offered to the other Party.

8.4 Any new Shares which are not taken up by a Party who fails to exercise its right of subscription for its Pro Rata Amount of such new Shares or who, having exercised such right, fails to complete such subscription shall first be offered to each other Party who exercise its Over Subscription Right within the Issuance Notice Period (as defined in Clause 8.5) PRO RATA to the number of additional new Shares which such Party has agreed to take up above its Pro Rata Amount. Thereafter, the Company shall have the right to sell and issue all remaining new Shares pursuant to Clause 8.6.

8.5 Prior to issuing any new Shares, the Board shall give to each of the Parties written notice (the "ISSUANCE NOTICE") setting out the price and terms upon which the Company proposes to issue the same, the number of new Shares for which each Party is entitled to subscribe and a statement that each Party shall have 14 days from the date of receipt, or deemed receipt, of the Issuance Notice ("ISSUANCE NOTICE PERIOD") to accept its Pro Rata Amount of the new Shares and to exercise his Over Subscription Right by:

(a) giving written notice to the Company;

(b) forwarding payment for its Pro Rata Amount of the new Shares to the Company; and

(c) if the Over Subscription Right is exercised, forwarding payment for the additional new Shares for which it agrees to subscribe.

8.6 In the event that any Party hereto fails to exercise its right of subscription within the Issuance Notice Period, and subject to each other Party's Over Subscription Right, the Company shall have 60 days thereafter to enter into an agreement with a third party to sell the new Shares in respect of which the rights of the Parties hereto were

not exercised, at a price and upon terms no more favourable to such third party than those specified in the Issuance Notice. In the event that no such agreement is entered into within such 60 day period, the Company (as the Parties hereto shall procure) shall not thereafter issue any new Shares without first offering the same to the Parties hereto in the manner provided in this Clause 8.

8.7 It is agreed that the provisions of Clauses 8.1 to 8.6 shall not apply to any issue of new Shares (a) pursuant to (i) an initial public offering made by the Company (or any new holding company); or (ii) the exercise of any options granted to directors, officers or employees of the Company in accordance with any share option scheme approved by the Board subject to Clause 4.1; or (b) if the beneficial owners of not less than two thirds of the total issued Shares agree that Clauses 8.1 to 8.6 shall not apply.

9. INITIAL PUBLIC OFFERING

9.1 The Parties hereto agree that the Company (or any new holding company) may seek a listing of its shares either on The Stock Exchange of Hong Kong Limited (Main Board or Growth Enterprise Market), or on such other stock exchange as the beneficial owners of not less than two thirds of the total issued Shares may decide, as soon as the Company together with any subsidiaries at such time meets the financial, business and other requirements of the relevant listing rules (or equivalent regulations).

9.2 For the purpose of seeking such listing, the Parties hereto agree that the Board shall have full authority, acting for and on behalf of the Company, to take such steps as are necessary including, without limitation, the appointment of a sponsor, underwriters, receiving bankers, share registrar, reporting accountants, valuers and solicitors. Each Party hereto covenants with the other to use its best endeavours to assist the Board with such application for listing including, without limitation, surrendering any interest in any subsidiary of the Company for an interest of equal value in the Company (or any new holding company) on such terms and conditions as the Board may reasonably require.

10. TERMINATION AND FIRST RIGHT OF REFUSAL

10.1 This Agreement shall continue in full force and effect until terminated in accordance with this Clause 10.

10.2     This Agreement shall terminate automatically:

         (a)      in relation to any Party who ceases to be the beneficial owner
                  of any Shares provided that the provisions of Clause 5.2 shall
                  continue to apply to each Party in accordance with the
                  provisions of Clause 5.3; or

         (b)      if any stock exchange anywhere in the world grants a listing
                  of shares in the capital of the Company (or any new holding
                  company); or

         (c)      if an effective resolution is passed to wind up the Company or
                  if a liquidator is otherwise appointed (except for the purpose
                  of a bona fide reconstruction or amalgamation of the Company
                  with the consent of the Parties hereto, such consent not to be
                  unreasonably withheld) or if a receiver or manager is
                  appointed over any part of the assets or undertaking of the
                  Company; or

         (d)      at any time by written agreement of the Parties hereto; or

         (e)      on such date as one of the Parties hereto or one Shareholder
                  becomes beneficially interested in all the issued Shares.

10.3     Termination of this Agreement either in its entirety or in relation to
         the out going Party only shall be without prejudice to Clause 6 and any
         rights which any Party may have against each other Party hereto which
         arose prior to such termination.

10.4     [               ]

11.      GENERAL

11.1     This Agreement shall be binding upon the Parties hereto and their
         successors and permitted assigns provided that none of the Parties
         hereto shall be entitled to assign its rights or benefits under this
         Agreement or purport to transfer any of its duties or obligations
         hereunder except with the prior consent of the other Parties.

11.2     In the event of any inconsistency between the provisions of this
         Agreement and the memorandum and articles of association of the Company
         ("M&A"), the former shall prevail and the Parties hereto shall
         cooperate with a view to taking all necessary action to make any
         appropriate amendments to the M&A to reflect the provisions of this
         Agreement. Nothing in this Agreement shall be deemed to constitute an
         amendment of the M&A.

11.3     Each Party hereto shall exercise or refrain from exercising any voting
         rights or other powers of control so as to ensure the passing of any
         and every resolution necessary or desirable to procure that the affairs
         of the Company are conducted in accordance with

         the provisions of this Agreement and otherwise to give full effect to
         the provisions of this Agreement and likewise to ensure that no
         resolution is passed which does not accord with such provisions.

11.4     No exercise or failure to exercise or delay in exercising any rights,
         power of remedy vested in any Party hereto under or pursuant to this
         Agreement shall constitute a waiver by that Party of that or any other
         right, power or remedy.

11.5     Nothing in this Agreement shall be deemed to constitute a partnership
         between the Parties hereto nor constitute any Party the agent of the
         other Parties or otherwise entitle any Party to have authority to bind
         the other Parties hereto for any purpose whatsoever.

11.6     This Agreement constitutes the entire Agreement between the Parties
         hereto in relation to the subject matter hereof and supersedes all
         prior agreements and understandings whether oral or written with
         respect thereto and no variation of this Agreement shall be effective
         unless reduced to writing and signed by each of the Parties hereto.

11.7     This AgrEement may be executed in any number of counterparts or
         duplicates each of which shall be an original but such counterparts or
         duplicates shall together constitute one and the same Agreement.

11.8     Time shall be of the essence for the purposes of any provision of this
         Agreement.

11.9     The Parties hereto agree that any right of action which the Company may
         have in respect of any alleged breach of any obligation owed to the
         Company shall be prosecuted by the Directors appointed by the Party or
         Parties which is or are not, or whose associate is not, alleged to be
         responsible for the breach. Those Directors shall have full authority
         on behalf of the Company to negotiate, litigate and settle any claims
         arising out of the alleged breach or exercise any right arising out of
         the alleged breach and the Parties shall take all steps within their
         power to give effect to the provisions of this Clause 11.9.

11.10    The rights and remedies contained in this Agreement are cumulative and
         not exclusive of any rights or remedies provided by law.

11.11    The Company shall bear all of the fees and expenses incurred by it and
         the Shareholders in connection with the setting up of the Company, the
         preparation,

execution and performance of this Agreement and the transactions contemplated thereby, including, without limitation, all fees and expenses of agents, representatives, counsel and accountants.

12.1     Each Party represents and warrants, severally and not jointly, to the
         other Party as follows :

         (a)      it beneficially owns the number of Shares listed opposite its
                  name in recital (B) of this Agreement and that it has not
                  pledged, hypothecated or granted any security interest of any
                  kind in such Shares to any person;

         (b)      it has not granted to any person any right to purchase or
                  otherwise acquire any interest in such Shares; and

         (c)      it owns such Shares free and clear of any liens, claims,
                  options, charges, encumbrances or third party rights.

12.2     Each Party further represents and warrants that :

         (a)      it is duly organised, validly existing and in good standing
                  under the laws of the jurisdiction of its organisation, and
                  has all requisite corporate power and lawful authority to
                  effectuate the transactions contemplated herein;

         (b)      it has all requisite power and authority to enter into,
                  execute and deliver the Agreement, and to incur and perform
                  fully its obligations provided for therein, including (without
                  limitation) the contribution to the Company of any
                  intellectual property or other assets or services to be
                  contributed by such Party thereunder;

         (c)      the execution, delivery and performance of the Agreement by
                  such Party, and the consummation of the transactions
                  contemplated therein will not (a) violate any provision of
                  such Party's articles of incorporation (or other instrument of
                  formation) or by-laws or violate any law, rule, regulation or
                  other requirement of any governmental body applicable to such
                  Party;

         (d)      there are no material legal actions, suits, judgments,
                  proceedings, investigations, claims or disputes pending or, to
                  such Party's knowledge,

threatened, at law, in equity, in arbitration or before any governmental body against or affecting such Party; and

(e) there is no fact or circumstance known to such Party which has not been disclosed to the other Party in writing which materially adversely affects, or, insofar as such Party can reasonably foresee, is expected to materially adversely affect such Party or the ability of the Party to perform its obligations under the Agreement or any other document or transaction contemplated thereby.

13.1     Each Party hereto undertakes to the other Parties that it will not make
         any announcement in connection with this Agreement unless the other
         Parties hereto shall have given their consent to such announcement.

14.      NOTICES AND MISCELLANEOUS

14.1     Each notice, demand or other communication given or made under this
         Agreement shall be in writing in English and delivered or sent to the
         relevant Party at its address or fax number set out below (or such
         other address or fax number as the addressee has by 10 days' prior
         written notice specified to the other Party). Any notice, demand or
         other communication given or made by letter between countries shall be
         delivered by airmail. Any notice, demand or other communication so
         addressed to the relevant Party shall be deemed to have been delivered
         (1) if delivered in person or by messenger, when proof of delivery is
         obtained by the delivering Party; (2) if sent by post within the same
         country, on the third day following posting, and if sent by post to
         another country, on the seventh day following posting; (3) if given by
         fax, upon dispatch and the receipt of a transmission report confirming
         dispatch.

                  IF TO ASIASAT :
                  Asia Satellite Telecommunications Company Limited
                  23/F, East Exchange Tower,
                  38 Leighton Road, Causeway Bay,
                  Hong Kong
                  Attention:        The Chief Executive Officer
                  Facsimile No.:    (852) 2577 0044

IF TO MCTV :
Macau Cable TV, Limited

Alameda Dr. Carlos D Assumpcao, N(degree)411-417,
Edificio Dynasty Plaza, 21(degree) Andar, Macau Attention: The Executive Managing Director Facsimile No.: (853) 781821

Hong Kong
Attention:        The Director
Facsimile No.:    (852) 2558 0406

                  Hong Kong
                  Attention:        The Company Secretary
                  Facsimile No.:    (852) 2500 0865

14.2     No waiver of any provision of this Agreement shall be effective unless
         set forth in a written instrument signed by the Party waiving such
         provision. No failure or delay by a Party in exercising any right,
         power or remedy under this Agreement shall operate as a waiver thereof,
         nor shall any single or partial exercise of the same preclude any
         further exercise thereof or the exercise of any other right, power or
         remedy. Without limiting the foregoing, no waiver by a Party of any
         breach by any other Party of any provision hereof shall be deemed to be
         a waiver of any subsequent breach of that or any other provision
         hereof.

14.3     Each and every obligation under this Agreement shall be treated as a
         separate obligation and shall be severally enforceable as such and in
         the event of any

         obligation or obligations being or becoming unenforceable in whole or
         in part. To the extent that any provision or provisions of this
         Agreement are unenforceable they shall be deemed to be deleted from
         this Agreement, and any such deletion shall not affect the
         enforceability of this Agreement as remain not so deleted.

14.4     This Agreement may be executed in one or more counterparts including
         counterparts transmitted by telecopier or facsimile, each of which
         shall be deemed an original, but all of which signed and taken
         together, shall constitute one document.

14.5     The provisions of this Agreement shall be binding upon and inure to the
         benefit of the Parties and their respective successors. The rights and
         obligations, or any part thereof, of a Party to this Agreement may only
         be assigned with the express written consent of the other Party.

15.      LAW AND SETTLEMENT OF DISPUTE

15.1     The execution, validity, interpretation and performance of and
         resolution of disputes under this Agreement shall be governed by and
         construed in accordance with the officially published and publicly
         available laws of the Hong Kong Special Administrative Region of the
         PRC.

15.2     Any dispute, controversy or claim arising out of, or relating to, this
         Agreement, or the performance, interpretation, breach, termination or
         validity hereof, shall be resolved through friendly consultation. Such
         consultation shall begin immediately after one Party has delivered to
         the other Parties a written request for such consultation stating
         specifically the nature of the dispute, controversy or claim. If within
         30 days following the date on which such notice is given the dispute
         cannot be resolved, the dispute shall be referred to, and finally
         resolved by, arbitration upon the request of any Party with notice to
         the other Parties.

15.3     The arbitration shall be conducted in Hong Kong in accordance with the
         rules of the Hong Kong International Arbitration Centre save as
         modified in this Agreement. There shall be three arbitrators. Each
         Shareholder shall select one arbitrator. All selections shall be made
         within 30 days after the selecting Party gives or receives the demand
         for arbitration. Such arbitrators shall be freely selected, and the
         Shareholders shall not be limited in their selection to any prescribed
         list. If any arbitrator to be appointed by the Shareholders has not
         been appointed and consented to participate

         within 30 days after the selection of the first arbitrator, the
         relevant appointment shall be made by the Chairman of the Arbitration
         Center.

15.4     The arbitration proceedings shall be conducted in English.

15.5     The arbitrators shall decide any such dispute or claim strictly in
         accordance with the governing law specified in Clause 15.1. Judgment
         upon any arbitral award rendered hereunder may be entered in any court
         having jurisdiction, or application may be made to such court for a
         judicial acceptance of the award and an order of enforcement, as the
         case may be.

15.6     The costs and expenses of the arbitration, including without limitation
         the fees of the arbitration, including without limitation, the fees of
         translators, costs of the venue and facilities, transcript providers or
         live note transcribers, the fees of the arbitration tribunal, shall be
         borne equally by each party to the dispute or claim, and each party
         shall pay its own fees, disbursements and other charges of its counsel.

15.7     Any award made by the arbitration tribunal shall be final and binding
         on each of the Parties that were parties to the dispute. The Parties
         expressly agree to waive the applicability of any laws and regulations
         that would otherwise give the right to appeal the decisions of the
         arbitration tribunal so that there shall be no appeal to any court of
         law for the award of the arbitration tribunal, and a Party shall not
         challenge or resist the enforcement action taken by any other Party in
         favor of which an award of the arbitration tribunal was given.

15.8     Each Party irrevocably consents to the service of process, notices or
         other paper in connection with or in any way arising from the
         arbitration or the enforcement of any arbitral award, by use of any of
         the methods and to the addresses set forth for the giving of notices in
         Clause 14. Nothing contained herein shall affect the right of any Party
         to serve such processes, notices or other papers in any other manner
         permitted by applicable law.

15.9     In order to preserve its rights and remedies, any Party shall be
         entitled to seek preservation of property in accordance with law from
         any court of competent jurisdiction or from the arbitration tribunal
         pending the final decision or award of the arbitration tribunal.

15.10    During the period when a dispute is being resolved, except for the
         matter being disputed, the Parties shall in all other respects continue
         their implementation of this Agreement.

AS WITNESS the hands of the parties hereto the day and year first above written

ASIA SATELLITE TELECOMMUNICATIONS COMPANY LIMITED

/s/ Peter Jackson
----------------------------------
Authorized Representative:
Name:   Mr. Peter Jackson
Title:  Chief Executive Officer
Date:   30th November, 2004

MACAU CABLE TV, LIMITED

/s/ Antonio A.Silva Aguiar
----------------------------------
Authorized Representative:
Name:   Mr. Antonio A.Silva Aguiar
Title:  Executive Managing Director
Date:   30th November, 2004

MACAU CABLE TV, LIMITED

/s/ Filipe Santos
----------------------------------
Authorized Representative:
Name:   Mr. Filipe Santos
Title:  Director
Date:   30th November, 2004

PACIFIC SATELLITE INTERNATIONAL LIMITED

/s/ Joseph Yeung
----------------------------------
Authorized Representative:
Name:   Mr. Joseph Yeung
Title:  Director
Date:   30th November, 2004

ACKNOWLEDGED BY
SKYWAVE TV COMPANY LIMITED

/s/ William Wade
----------------------------------
Authorized Representative:
Name:   Mr. William Wade
Title:  Director
Date:   30th November, 2004

THIS DEED OF ADHERENCE is made the                    day of

BETWEEN :

(1)      Skywave TV Company Limited, a company incorporated in Hong Kong (the
         "Company"); and

(2) [Name of New Shareholder] (the "New Shareholder").

WHEREAS :

(A) On 30th November 2004, the Company and its Shareholders entered into a Shareholders' Agreement (the "Shareholders' Agreement") to which a form of this Deed is attached as Exhibit A.

(B) The New Shareholder wishes to [be allotted/have transferred to him/her/it][ ] shares (the "Shares") in the capital of the Company from [ ] (the "Old Shareholder") and in accordance with the Shareholders' Agreement has agreed to enter into this Deed.

(C) The Company enters this Deed on behalf of itself and as agent for all the existing Shareholders of the Company.

NOW THIS DEED WITNESSES as follows :

1. INTERPRETATION

In this Deed, except as the context may otherwise require, all words and expressions defined in the Shareholders' Agreement shall have the same meanings when used herein.

2. COVENANT

The New Shareholder hereby covenants to the Company as trustee for all other Persons who are at present or who may hereafter become bound by the Shareholders' Agreement, and to the Company itself to adhere to and be bound by all the duties, burdens and obligations of a Shareholder holding the same class of shares as the Shares imposed pursuant to the provisions of the Shareholders' Agreement and all documents expressed in writing to be supplemental or ancillary thereto as if the New Shareholder had been an original party to the Shareholders' Agreement.

3. ENFORCEABILITY

Each existing Shareholder and the Company shall be entitled to enforce the Shareholders' Agreement against the New Shareholder, and the New Shareholder shall be entitled to all rights and benefits of the Old Shareholder (other than those that are non-assignable) under the Shareholders' Agreement in each case as if the New Shareholder had been an original party to the Shareholders' Agreement.

4. GOVERNING LAW

This Deed of Adherence shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.

IN WITNESS WHEREOF this Deed of Adherence has been executed as a deed on the date first above written.

Skywave TV Company Limited

Title: [ ]

[Name of New Shareholder]

Title: [ ]