UTSTARCOM INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTTED PORTIONS.

                                                                    Exhibit 10.1

                             JOINT VENTURE AGREEMENT

                                 by and between

                                 SOFTBANK CORP.

                                       and

                                UT STARCOM, INC.

                                  May 29, 2000

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                             JOINT VENTURE AGREEMENT

      This JOINT VENTURE AGREEMENT ("Agreement") is made as o f May 29, 2000, by
and between UT Starcom, Inc., a Delaware corporation ("UT Starcom"), and
SOFTBANK Corp., a Japanese corporation ("SOFTBANK"). UT Starcom and SOFTBANK are
hereinafter also referred to collectively as the "Parties" and individually as a
"Party."

                                    RECITALS

      A. SOFTBANK is a leading provider of information and distribution services
in Japan and worldwide as infrastructure for the digital information industry.

      B. UT Starcom is a leading provider of voice and data access equipment for
wired and wireless telephone services in the Peoples Republic of China including
Hong Kong and Macao ("TRC").

      C. The Parties desire to form a joint venture to pursue the Business, as
hereafter defined.

        NOW THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Parties hereby agree as follows:

                                    AGREEMENT
      1. Definitions

            1.1 "Affiliate" means any Person, other than the Company, that: (a)
is controlled by, controls, or is under common control with a Party
(collectively, a "Controlled Person"); or (b) is controlled by, controls, or is
under common control with any such Controlled Person, in each case for so long
as such control continues.

            1.2 "Annual Plan" means a business operations plan detailing the
Company's goals and procedures for technical, financial, and administrative
activities for the Company's next succeeding fiscal year, as approved each year
and revised from time to time by the Board.

            1.3 "Applicable Law" means, as to any Person, any statute, law,
rule, regulation, directive, treaty, judgment, order, decree or injunction of
any Governmental Authority that is applicable to or binding upon such Person or
any of its properties.

            1.4 "Articles" means the articles of association of the Company
substantially in the form of attached Exhibit 1.4, as amended from time to time.

            1.5 "Board" means the board of directors of the Company.

            1.6 "Business" means the business of the Company as described in
Section 2, as amended from time to time.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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            1.7 "Business Day" means a day on which commercial banks in Tokyo,
Japan are generally open to conduct their regular banking business.

            1.8 "Closing Date" is defined in Section 3.2(a).

            1.9 "Companies Act" means the Companies Act, Chapter 50 of
Singapore, as amended and in effect from time to time.

            1.10 "Company" is defined in Section 3.1.

            1.11 "Company Interest" means, as to any Person, the percentage
interest of the total capital stock of the Company represented by the Securities
then held by such Person divided by all then outstanding Securities (on an
as-converted to Ordinary Shares basis and, to the extent warrants or options to
purchase stock have vested, as exercised for Ordinary Shares basis).

            1.12 "Confidential Information" is defined in Section 5. 1 (a).

            1.13 "Director" means a director of the Company with the powers and
duties as specified in the Companies Act and the Articles.

            1.14 "Disclosing Party" is defined in Section 5.1 (a).

            1.15 "Effective Date" means the date of this Agreement.

            1.16 "Establishment Date" is defined in Section 3.1.

            1.17 "Governmental Authority" means any domestic or foreign
government, governmental authority, court, tribunal, agency or other regulatory,
administrative or judicial agency, commission or organization, and any
subdivision, branch or department of any of the foregoing.

            1.18 "Management Agreement" is defined in Section 4.7.

            1.19 "Memorandum" means the memorandum of association of the
Company substantially in the form of the attached Exhibit 1.19, as amended from
time to time.

            1.20 "Ordinary Shares" means Ordinary shares of the Company as
authorized by the Memorandum.

            1.21 "Party" and "Parties" are defined in the opening paragraph of
this Agreement.

            1.22 "Person" means a natural individual, Governmental Authority,
partnership, firm, corporation, or other business association.

            1.23 "Receiving Party" is defined in Section 5.1(a).

            1.24 "Securities" means all outstanding Ordinary Shares, and any
other equity securities of the Company or instruments exercisable for or
convertible into Ordinary Shares.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


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            1.25 "Territory" means the [* * *].

            1.26 "Term" is defined in Section 7.1.

            1.27 "Transaction Documents" means this Agreement, the Articles and
the Memorandum and the Management Agreement.

      2. Purpose of Joint Venture

            The Parties hereby associate themselves in a joint venture
relationship which shall have as its principal purpose: (1) identifying,
investigating and investing in companies involved in Internet or E-commerce
based activities in the Territory; (2) developing, marketing and providing an
Internet incubator for early stage companies involved in Internet or E-commerce
based activities focused on regions in the Territory; and (3) activities
incidental thereto.

      3. Establishment and Capitalization of the Company

           3.1  Establishment. The Parties agree that the joint venture
contemplated by this Agreement shall be carried out exclusively through a
newly-formed Singapore corporation (the "Company"). The Company's corporate name
shall be "SB China Holdings Pte., Ltd." The Parties shall use commercially
reasonable efforts to cause the Establishment Date to occur on or before [* *
*]. For the purposes of this Agreement, "Establishment Date" means the date on
which the Company is established in accordance with the Companies Act.

           3.2   Capitalization.

                 (a)   Initial Capitalization. The Company shall, as of the
Establishment Date, have authorized capital stock consisting of one class of
shares designated as Ordinary Shares with the rights set forth in the Memorandum
and the Articles. The Memorandum and the Articles shall initially provide for
100,000 authorized shares of Ordinary Shares with par value of Singapore $1.00
per share. The Company's initial equity shall be funded as follows:

                       (i) SOFTBANK Initial Subscription. [* * *] following the
Establishment Date (the "Closing Date"), SOFTBANK shall subscribe for [* * *]
shares of Ordinary Shares, representing a ninety percent (90%) Company Interest,
for an aggregate purchase price of [* * *].

                      (ii) UT Starcom Initial Subscription. On the Closing Date,
UT Starcom shall subscribe for [* * *] shares of Ordinary Shares, representing a
ten percent (10%) Company Interest for an aggregate purchase price of [* * *].

                 (b) Certain Deliveries. On or before the Closing Date, and as
a condition to the purchase and sale of the Ordinary Shares:

                       (i) the Establishment Date shall have occurred; and

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


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                       (ii) each Party shall have received one original of each
of the fully executed Transaction Documents (except for the Management
Agreement).

                 (c) Acknowledgment of Agreement, Delivery of Share
Certificates. Promptly after the Closing Date, the Parties shall cause the
Company (i) to deliver to each Party its written acknowledgment of, and
agreement to abide by, the terms of this Agreement, and (ii) at the request of
either SOFTBANK or UT Starcom, to promptly issue and deliver to each of SOFTBANK
and UT Starcom share certificates representing the shares of Ordinary Shares
purchased pursuant to this Section 3.2.

                 (d) Additional Investors. The Parties acknowledge that
including additional strategic investors with expertise or strategic positions
relevant to the Company's Business may be beneficial to the Company and,
accordingly, agree that [* * *] may, in its discretion, introduce [* * *]
additional parties to acquire Ordinary Shares, in the form of newly issued
shares, for an aggregate Company Interest of up to [* * *]. The selection of the
strategic investors, and the terms and conditions of any such investors'
purchase of Company shares shall be documented based upon the form of investment
letter agreement attached as Exhibit 3.2 (d) hereto unless the Parties otherwise
agree. Each additional investor and its Company Interest will be set forth on
Schedule 3.2(d), as amended from time to time.

            3.3 Financial Assistance.

                  (a) Each Party shall at all times have the preemptive right to
purchase Ordinary Shares or other equity interests as set forth in the Articles.
The preemptive rights granted pursuant to this Section 3.3(a) shall cease to be
of any further force or effect upon the closing of an initial public offering of
Securities.

                  (b) At the request of the Company, the Parties shall invest
additional funds in the Company. Each Party shall make such additional
investment in the Company [* * *]; provided that the Parties shall have no
obligation to invest such in funds in excess of [* * *] for the Parties in the
aggregate.

                  (c) From time to time, the Parties may mutually agree to
provide additional financial assistance to the Company, including in the form of
[* * *], and, in such event, each Party shall make such financial assistance
available to the Company [* * *].

            3.4 Incentive Stock Option Plan. The Parties agree that an
incentive stock option plan, or other agreed to method, providing for reasonable
incentive to the employees of the Company and the Management Company (as defined
below) and such employees of UT Starcom and SOFTBANK as are directly involved in
the Business would be beneficial to the Company, and agree to cooperate in good
faith with a view towards establishing such a plan within [* * *] after the
Closing Date on terms mutually agreed by the Parties.

      4. Operation and Management of the Company

            4.1 Operation of the Company. Each Party agrees to take all actions
necessary to ensure that the Company shall be operated in accordance with the
terms of this Agreement and the

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


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other Transaction Documents, including, without limitation, to vote all
Securities held by it (and to cause all Securities held by its permitted
transferees under Section 8 to be voted) and to cause the Directors nominated by
it to vote to effect the terms hereof.

            4.2 Board of Directors. The Company will be managed by the Board in
accordance with the terms of this Agreement and Applicable Law. The Board shall
initially consist of six (6) Directors, [* * *] of whom shall be appointed by
SOFTBANK and [* * *] of whom shall be appointed by UT Starcom. At all times,
unless no longer required by the Companies Act, one of the Directors appointed
by SOFTBANK shall be a resident of Singapore. If UT Starcom's Company Interest
at any time decreases to [* * *], the Parties shall cause the Board constituency
to be adjusted within [* * *] of such decrease so that [* * *] Director is
appointed by UT Starcom. The Chairman of the Board and President of the Company
shall be appointed by Directors appointed by [* * *]. Initially, Mr. Hong-Liang
Liu shall serve as Chairman of the Board and Mr. Chauncey Shey shall serve as
President. The Directors appointed by SOFTBANK shall have the authority, [* * *]
to remove the Chairman of the Board and President and appoint a successor at any
time.

            4.3 Removal; Reappointment of Directors. Any Director may be
removed for cause in accordance with Applicable Law. In addition, each Party
having the right to appoint a Director pursuant to this Section 4 shall also
have the right, in its sole discretion, to remove such Director at any time,
effective upon delivery of written notice to the Company, the Director to be
removed and to the other Party. In the case of a vacancy in the office of a
Director for any reason (including removal pursuant to the preceding sentence),
the vacancy shall be filled by the Party that appointed the Director in
question.

            4.4 Board Meetings. The Chairman of the Board shall have the
authority to convene Board meetings, including the authority to specify the time
and place of such meetings. Directors may attend Board meetings in person or by
any other means of attendance permitted under the Companies Act, provided,
however, that (a) the Board shall meet at least [* * *] during each semi-annual
fiscal period and (b) written notice of all Board meetings shall be given not
less than [* * *] in advance of each meeting (which [* * *] period may be
shortened by written waiver of Directors or actual attendance by Directors,
without objection, at a Board meeting). Board meetings shall be conducted in the
English language and minutes of such meetings shall be prepared by the Company
in English and distributed to each Director promptly following each meeting.
Proposals or reports brought before any Board meeting for information or action
(including without limitation the Company's annual and semi-annual financial
statements) shall be prepared in English.

            4.5 Board Quorum, Resolutions. The quorum necessary for the
transaction of business at a meeting of the Board shall be [* * *] Directors.
Any action, determination or resolution of the Board shall require the
affirmative vote of a majority of Directors present at a meeting at which a
valid quorum pursuant to this Section 4.5 is present.

            4.6 Other Offices. In addition to the President, senior management
of the Company will consist of such other officers as are deemed to be necessary
or appropriate by the Board.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


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            4.7 Management Agreement. [* * *] following the Closing Date, the
Company and Softbank China Venture Capital (the "Management Company"), will
negotiate and execute a management agreement (the "Management Agreement")
pursuant to which, the Management Company, on behalf of the Company, will
source, evaluate, initiate and monitor investments to be made by the Company.
The Management Company will report to the Board on a periodic basis but no less
than monthly. The terms and provisions of the Management Agreement will be
subject to the approval of [* * *].

            4.8 Shareholders' Meetings. Shareholders of the Company shall
receive notice of each shareholders' meeting at least [* * *] before the
scheduled date of such meeting. The Company shall have at least one
shareholders' meeting each calendar year. Such meeting will take place at such
time and place as is determined by the Board. Meetings shall be conducted in the
English language, and minutes of such meetings shall be prepared by the Company
in English.

            4.9 Annual Plan. The President shall prepare, and the Board shall
approve, an Annual Plan with respect to each fiscal year of the Company no later
than [* * *] prior to the commencement of the fiscal year.

            4.10 Financial Statements and Accounting Records. Financial
statements for the Company, including, without limitation, a balance sheet,
income statement, statement of cash flows and statement of shareholders' equity,
shall be submitted by the Company to each of the Parties (a) within [* * *]
after the end of the [* * *] of each fiscal year for such [* * *] period, and
(b) within [* * *] after the end of each fiscal year for such year. Each of the
annual financial statements shall be audited and certified by
PriceWaterhouseCoopers or another internationally recognized accounting firm
retained by the Company, selected by [* * *]. All financial statements shall be
prepared in accordance with generally accepted accounting principles in Japan
and in reasonable detail, and shall contain such financial data as [* * *] may
deem necessary in order to keep the Parties advised of the Company's financial
status (although [* * *] statements need not include footnotes and may be
subject to year-end adjustments). The Company shall, at UT Starcom's request,
provide UT Starcom with such financial information as UT Starcom may reasonably
deem necessary for purposes of complying with its periodic reporting obligations
under U.S. securities law and shall cooperate with UT Starcom in connection
therewith, including in the preparation of quarterly financial statements if
required by UT Starcom; provided, that [* * *] shall bear any costs incurred in
preparing or providing such information, including, without limitation, in
preparing additional financial statements and reconciling the Company's
financial statements with U.S. generally accepted accounting principles for such
purposes.

      5. Additional Covenants

            5.1 Confidentiality.

                  (a) The Parties recognize that, in connection with the
performance of this Agreement, each Party (in such capacity, the "Disclosing
Party") may disclose "Confidential Information" (as defined below) to the other
Party (the "Receiving Party"). For purposes of this Agreement, the term
"Confidential Information" means (i) proprietary information (whether owned by
the Disclosing Party or a third party to whom the Disclosing Party owes a
non-disclosure

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


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obligation) regarding the Disclosing Party's business or (ii) information which
is marked as confidential at the time of disclosure to the Receiving Party, or
if in oral form, is identified as confidential at the time of oral disclosure
and reduced in writing or other tangible (including electronic) form including a
prominent confidentiality notice and delivered to the Receiving Party within [*
* *] of disclosure "Confidential Information" shall not include information
which: (A) was known to the Receiving Party at the time of the disclosure by the
Disclosing Party; (B) has become publicly known through no wrongful act of the
Receiving Party; (C) has rightfully been received by the Receiving Party from a
third party without breach of this provision; or (D) has been independently
developed by the Receiving Party without using any Confidential Information of
the other Party. The Receiving Party agrees (x) not to use any such Confidential
Information for any purpose other than in the performance of its obligations
under this Agreement or any Transaction Document and (y) not to disclose any
such Confidential Information, except (1) to its employees (and in the case of
SOFTBANK, employees of other members of the SOFTBANK Group) who are reasonably
required to have the Confidential Information in connection herewith or with any
of the other Transaction Documents, (2) to its agents, representatives, lawyers
and other advisers that have a need to know such Confidential Information and
(3) pursuant to, and to the extent of, a request or order by a Governmental
Authority. The Receiving Party agrees to take all reasonable measures to protect
the secrecy and confidentiality of, and avoid disclosure or unauthorized use of,
the Disclosing Party's Confidential Information.

                  (b) Each Party acknowledges and agrees that (i) its
obligations under this Section 5.1 are necessary and reasonable to protect the
other Party and its business, (ii) any violation of these provisions could cause
irreparable injury to the other Party for which money damages would be
inadequate, and (iii) as a result, the other Party shall be entitled to obtain
injunctive relief against the threatened breach of the provisions of this
Section 5.1 without the necessity of proving actual damages. The Parties agree
that the remedies set forth in this Section 5.1 are in addition to and in no way
preclude any other remedies or actions that may be available at law or under
this Agreement.

            5.2 Confidentiality of Agreement, Publicity. Each Party agrees
that the terms and conditions of this Agreement and the Transaction Documents
shall be treated as confidential information and that no reference thereto shall
be made thereto without the prior written consent of the other Party (which
consent shall not be unreasonably withheld) except (a) as required by Applicable
Law including, without limitation, by the U.S. Securities and Exchange
Commission and Japanese Governmental Authorities, (b) to its accountants, banks,
financing sources, lawyers and other professional advisors, provided that such
parties undertake in writing (or are otherwise bound by rules of professional
conduct) to keep such information strictly confidential, (c) in connection with
the enforcement of this Agreement, (d) in connection with a merger, acquisition
or proposed merger or acquisition, or (e) pursuant to joint press releases
prepared in good faith. The Parties will consult with each other, in advance,
with regard to the terms of all proposed press releases, public announcements
and other public statements with respect to the transactions contemplated
hereby.

            5.3 Additional Investments in the Territory. SOFTBANK will [* * *]
to coordinate its activities and those of its Affiliates to ensure that
investments in companies involved in Internet or e-commerce based activities
focused on regions within the Territory are made by the Company (or any
investment fund through which the Company makes its investments) and not by
SOFTBANK or its Affiliates (other than the Company or any such investment fund);
provided, that

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


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SOFTBANK or its Affiliates may, in [* * *] discretion, make such investments
directly, if (i) such investment is or series of related investments are made in
an amount exceeding [* * *], (ii) such investment is approved by the Board,
(iii) such investment is in an entity whose principal business is to provide
financial products or services, or (iv) such investment is in a non-Internet
entity that is or will be in the process of adapting its business model to
accommodate Internet or e-commerce business.

      6. Warranties of the Parties

            6.1 Warranties of SOFTBANK. SOFTBANK hereby represents and
warrants to UT Starcom that, as of the Effective Date and as of the Closing
Date, the following statements are and shall be true and correct:

                  (a) Organization. SOFTBANK is a corporation duly organized
and validly existing under the laws of Japan, and has the corporate power and
authority to enter into and perform this Agreement.

                  (b) Authorization. All corporate action on the part of
SOFTBANK necessary for the authorization, execution and delivery of this
Agreement and for the performance of all of its obligations hereunder and
thereunder has been taken, and this Agreement when fully executed and delivered,
shall each constitute a valid, legally binding and enforceable obligation of
SOFTBANK.

                  (c) Government and Other Consents. Other than any licenses,
permits, certifications or authorizations which may be required in connection
with the Business, as to which SOFTBANK makes no representation, no consent,
authorization, license, permit, registration or approval of, or exemption or
other action by, any Governmental Authority, or any other Person, is required in
connection with SOFTBANK's execution, delivery and performance of this
Agreement, or if any such consent is required, SOFTBANK has satisfied the
applicable requirements.

                  (d) Effect of Agreement. SOFTBANK's execution, delivery and
performance of this Agreement will not (i) violate the Articles of Incorporation
of SOFTBANK or any provision of Applicable Law, (ii) violate any judgment,
order, writ, injunction or decree of any court applicable to SOFTBANK, (iii)
have any effect on the compliance of SOFTBANK with any applicable licenses,
permits or authorizations which would materially and adversely affect SOFTBANK,
(iv) result in the breach of, give rise to a right of termination, cancellation
or acceleration of any obligation with respect to (presently or with the passage
of time), or otherwise be in conflict with any term of, or affect the validity
or enforceability of, any agreement or other commitment to which SOFTBANK is a
party and which would materially and adversely effect SOFTBANK, or (v) result in
the creation of any lien, pledge, mortgage, claim, charge or encumbrance upon
any assets of SOFTBANK; provide, however, that regulatory approval may be
required in connection with conducting the Business and SOFTBANK makes no
representation with respect to any such approvals.

                  (e) Litigation. There are no actions, suits or proceedings
pending or, to SOFTBANK's knowledge, threatened, against SOFTBANK before any
Governmental Authority

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


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which question SOFTBANK's right to enter into or perform this Agreement, or
which question the validity of this Agreement or any of the other Transaction
Documents.

            6.2 Warranties of UT Starcom. UT Starcom hereby represents and
warrants to SOFTBANK that, as of the Effective Date and as of the Closing Date,
the following statements are and shall be true and correct:

                  (a) Organization. UT Starcom is a corporation duly organized
and validly existing under the laws of Delaware. LTT Starcom has the corporate
power and authority to enter into and perform this Agreement.

                  (b) Authorization. All corporate action on the part of UT
Starcom necessary for the authorization, execution and delivery of this
Agreement and for the performance of all of its obligations hereunder and
thereunder has been taken, and this Agreement and the License Agreement, when
fully executed and delivered, shall each constitute a valid, legally binding and
enforceable obligation of UT Starcom.

                  (c) Government and Other Consents. Other than any licenses,
permits or authorizations which may be required in connection with the Business,
as to which UT Starcom makes no representation, no consent, authorization,
license, permit, registration or approval of, or exemption or other action by,
any Governmental Authority, or any other Person, is required in connection with
UT Starcom's execution, delivery and performance of this Agreement, or if any
such consent is required, UT Starcom has satisfied any applicable requirements.

                  (d) Effect of Agreement. UT Starcom's execution, delivery
and performance of this Agreement will not (i) violate the Certificate of
Incorporation of UT Starcom or any provision of Applicable Law, (ii) violate any
judgment, order, writ, injunction or decree of any court applicable to UT
Starcom, (iii) have any effect on the compliance of LTT Starcom with any
applicable licenses, permits or authorizations which would materially and
adversely affect LTT Starcom, (iv) result in the breach of, give rise to a right
of termination, cancellation or acceleration of any obligation with respect to
(presently or with the passage of time), or otherwise be in conflict with, any
term of, or affect the validity or enforceability of any agreement or other
commitment to which UT Starcom is a party and which would materially and
adversely affect UT Starcom, or (v) result in the creation of any lien, pledge,
mortgage, claim, charge or encumbrance upon any assets of UT Starcom; provide ,
however, that regulatory approvals may be required in connection with conducting
the Business and UT Starcom makes no representation with respect to any such
approvals.

                  (e) Litigation. There are no actions, suits or proceedings
pending or, to UT Starcom's knowledge, threatened, against LTT Starcom before
any Governmental Authority which question UT Starcom's right to enter into or
perform this Agreement, or which question the validity of this Agreement or any
of the other Transaction Documents.

      7. Term and Termination

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


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            7.1 Term. This Agreement shall be effective as of the Effective
Date, and shall continue in effect until terminated pursuant to Section 7.2 (the
"Term").

            7.2 Termination. This Agreement may be terminated as follows:

                  (a) Upon the mutual written agreement of SOFTBANK and UT
Starcom.

                  (b) By either SOFTBANK or UT Starcom, effective immediately
upon written notice to the other Party, if the other Party breaches any material
provision of this Agreement or of any of the other Transaction Documents and
such breach continues for a period of [* * *] after the delivery of written
notice of the default, describing the default in reasonable detail.

                  (c) By either SOFTBANK or UT Starcom, effective immediately
upon written notice to the other Party and the Company, in the event that the
other Party is dissolved, liquidated or declared bankrupt or a voluntary or
involuntary bankruptcy filing is made by such Party.

            7.3 Effect. Upon termination of this Agreement, the Parties shall
negotiate in good faith a possible purchase by one or more Parties of all
outstanding Securities held by the other Parties or the sale of the Company to a
third party. In the event that, notwithstanding their good faith negotiations,
the Parties are unable to agree upon such a purchase or sale within [* * *] of
the notice of termination, the Parties shall cooperate to cause the Company to
be liquidated as promptly as practical in accordance with Applicable Law. The
rights and obligations of the Parties under Sections 5.1, 5.2, this Section 7.3,
and Sections 7.4, 7.5 and 9 shall survive any termination of this Agreement.

            7.4 Return of Confidential Information. Upon the termination of
this Agreement, each Party, at its own cost, shall promptly return to the
Disclosing Party any and all documents and materials constituting or containing
Confidential Information of the Disclosing Party which are in its possession or
control, or at its option, shall destroy such documents and materials and
certify such destruction in writing to the Disclosing Party.

            7.5 Continuing Liability. Termination of this Agreement for any
reason shall not release any Party from any liability or obligation which has
already accrued as of the effective date of such termination, and shall not
constitute a waiver or release of, or otherwise be deemed to prejudice or
adversely affect, any rights, remedies or claims, whether for damages or
otherwise, which a Party may have hereunder, at law, equity or otherwise or
which may arise out of or in connection with such termination.

      8. Transfer Restrictions

            8.1 General Restriction. Each Party agrees to hold its Securities
during the Term and, except as otherwise specifically provided in this
Agreement or agreed to in writing by the other Party, not to sell, transfer,
assign, hypothecate or in any way alienate any of such Party's Securities or any
right or interest therein except to an Affiliate of such Party in accordance
with the Articles. In the case of any transfer permitted hereunder, the
transferring Party shall deliver to the other Party (a) at least [* * *] prior
to such transfer, a written notice stating its intention to transfer the
Securities to

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


                                      -10-
<PAGE>

be transferred, the name of the transferee, whether such transferee is an
Affiliate, the number of Securities to be transferred, and the price and other
material terms and conditions of the transfer, and (b) except as otherwise
specifically provided herein, on or prior to the effective date of the transfer
and in a form reasonably acceptable to the other Party and its counsel, the
transferee's written acknowledgement of and agreement to be bound by, and to
vote the transferred Securities at all times in accordance with, the terms of
this Agreement.

            8.2 Legends. Each share certificate of the Company shall bear a
legend, consistent with Applicable Law, providing that any transfer of the
Securities evidenced by such certificate is subject to approval by the Board.

            8.3 Initial Public Offering. The foregoing restrictions shall
cease to be of any further force or effect upon the closing date of an initial
public offering of Securities.

            8.4 Board Approval. Each Party shall cause each Director that it
has appointed pursuant hereto to vote to approve any transfer of Securities that
complies with the terms of this Section 8.

      9. General Provisions

            9.1 Governing Law, Dispute Resolution. The validity, construction
and enforceability of this Agreement shall be governed by and construed in
accordance with the laws of Delaware. All disputes between the Parties arising
out of this Agreement shall be settled by the Parties amicably through good
faith discussions upon the written request of either Party. In the event that
any such dispute cannot be resolved thereby within a period of [* * *] after
such notice has been given, such dispute shall be finally settled by arbitration
in Tokyo, Japan, using the English language, and in accordance with the rules
then in effect of the Japan Commercial Arbitration Association. The
arbitrator(s) shall have the authority to grant specific performance, and to
allocate between the Parties the costs of arbitration in such equitable manner
as the arbitrator(s) may determine. The prevailing Party in the arbitration
shall be entitled to receive reimbursement of its reasonable expenses incurred
in connection therewith. Judgement upon the award so rendered may be entered in
any court having jurisdiction or application may be made to such court for
judicial acceptance of any award and an order of enforcement, as the case may
be. Notwithstanding the foregoing, either Party shall have the right to
institute a legal action in a court of proper jurisdiction for injunctive relief
and/or a decree for specific performance pending final settlement by
arbitration.

            9.2 Notices and Other Communications. Any and all notices,
requests, demands and other communications required or otherwise contemplated to
be made under this Agreement shall be in writing and in English and shall be
provided by one or more of the following means and shall be deemed to have been
duly given (a) if delivered personally, when received, (b) if transmitted by
facsimile originating in Japan, on the date of transmission with receipt of a
transmittal confirmation, (c) if transmitted by facsimile originating in the
United States, on the [* * *] Business Day following receipt of a transmittal
confirmation, or (d) if by international courier service, on the [* * *]
Business Day following the date of deposit with such courier service, or such
earlier delivery date as may be confirmed in writing to the sender by such
courier service. All such notices, requests, demands and other communications
shall be addressed as follows:

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


                                      -11-
<PAGE>

                  If to SOFTBANK:

                        SOFTBANK CORP.
                        24-1 Nihonbashi-Hakozakicho
                        Chuo-ku, Tokyo 103-8501
                        Attention: Mr. Masayoshi Son
                        Telephone: 81-3-5642-8020
                        Facsimile: 81-3-5641-3400

                  with a copy (which copy shall not constitute notice) to:

                        Morrison & Foerster LLP
                        AIG Building, 7th Floor
                        1-1-3 Marunouchi,
                        Chiyoda-ku, Tokyo 100-0005, Japan
                        Attention:  Hitoshi Hasegawa, Esq.
                        Telephone: 81-3-3214-6522
                        Facsimile: 81-3-3214-6512

                  If to UT Starcom:

                        UT Starcom, Inc.
                        1275 Harbor Bay Parkway, 100
                        Alameda, California 95110 U.S.A.
                        Attention: Mr. Hong-Liang Lu
                        Telephone: 01-510-864-8800
                        Facsimile: 01-510-864-8802

or to such other address or facsimile number as a Party may have specified to
the other Party in writing delivered in accordance with this Section 9.2.

            9.3 Language. This Agreement is in the English language only,
which language shall be controlling in all respects, and all versions hereof in
any other language shall be for accommodation only and shall not be binding upon
the Parties. All communications and notices to be made or given pursuant to this
Agreement shall be in the English language.

            9.4 Severability. If any provision in this Agreement shall be
found or be held to be invalid or unenforceable then the meaning of said
provision shall be construed, to the extent feasible, so as to render the
provision enforceable, and if no feasible interpretation would save such
provision, it shall be severed from the remainder of this Agreement which shall
remain in full force and effect unless the severed provision is essential and
material to the rights or benefits received by any Party. In such event, the
Parties shall use best efforts to negotiate, in good faith, a substitute, valid
and enforceable provision or agreement which most nearly affects the Parties'
intent in entering into this Agreement.

            9.5 References, Subject Headings. Unless otherwise indicated,
references to Sections and Exhibits herein are to Sections of, and Exhibits to,
this Agreement. The subject

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


                                      -12-
<PAGE>

headings of the Sections of this Agreement are included for the purpose of
convenience of reference only, and shall not affect the construction or
interpretation of any of its provisions.

            9.6 Further Assurances. The Parties shall each perform such acts,
execute and deliver such instruments and documents, and do all such other things
as may be reasonably necessary to accomplish the transactions contemplated in
this Agreement.

            9.7 Expenses. Each of the Parties will bear its own costs and
expenses, including, without limitation, fees and expenses of legal counsel,
accountants, brokers, consultants and other representatives used or hired in
connection with the negotiation and preparation of this Agreement and
consummation of the transactions contemplated hereby. All such expenses incurred
by the Company shall be borne by [* * *] to the maximum extent permitted by
Applicable Law including, without limitation, expenses relating to the formation
of the Company, any transfer taxes for transfer of the Company stock to the
Parties, registration charges, taxes, fees and expenses relating to required
governmental or regulatory approvals, notary fees and legal fees and expenses.

            9.8 No Waiver. No waiver of any term or condition of this
Agreement shall be valid or binding on a Party unless the same shall have been
set forth in a written document, specifically referring to this Agreement and
duly signed by the waiving Party. The failure of a Party to enforce at any time
any of the provisions of this Agreement, or the failure to require at any time
performance by one or both of the other Parties of any of the provisions of this
Agreement, shall in no way be construed to be a present or future waiver of such
provisions, nor in any way affect the ability of a Party to enforce each and
every such provision thereafter.

            9.9 Entire Agreement; Amendments. The terms and conditions
contained in this Agreement (including the Exhibits hereto) and the Transaction
Documents constitute the entire agreement between the Parties and supersede all
previous agreements and understandings, whether oral or written, between the
Parties with respect to the subject matter hereof. No agreement or understanding
amending this Agreement shall be binding upon any Party unless set forth in a
written document which expressly refers to this Agreement and which is signed
and delivered by duly authorized representatives of each Party.

            9.10 Assignment. [* * *] shall have the right to assign its rights
or obligations under this Agreement except in connection with a transfer of all
of such Party's Securities in a manner permitted hereunder, under terms
reasonably acceptable to the non-assigning Party and providing for the assignee
to be bound by the terms hereof, and for the assigning Party to remain liable
for the assignee's performance of its obligations hereunder. This Agreement
shall inure to the benefit of, and shall be binding upon, the Parties and their
respective successors and permitted assigns.

            9.11 No Agency. The Parties are independent contractors. Nothing
contained herein or done in pursuance of this Agreement shall constitute any
Party the agent of any other Party for any purpose or in any sense whatsoever.

            9.12 No Beneficiaries. Nothing herein express or implied, is
intended to or shall be construed to confer upon or give to any person, firm,
corporation or legal entity, other than the

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


                                      -13-
<PAGE>

Parties and their Affiliates who hold Securities, any interests, rights,
remedies or other benefits with respect to or in connection with any agreement
or provision contained herein or contemplated hereby.

            9.13 Effective Date of Transaction Documents. The Transaction
Documents (other than this Agreement and the Articles) shall become effective
concurrently with consummation, on the Closing Date, of the transactions
described in Section 3.2(a).

            9.14 Counterparts. This Agreement may be executed in any number of
counterparts, and each counterpart shall constitute an original instrument, but
all such separate counterparts shall constitute only one and the same
instrument.

            9.15 Incidental and Consequential Damages. [* * *] will be liable
to the other Party under any contract, negligence, strict liability or other
theory for any indirect, incidental or consequential damages (including without
limitation lost profits) with respect to a breach of this Agreement or any
Transaction Document.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


                                      -14-
<PAGE>

      IN WITNESS WHEREOF, the Parties have caused their respective duly
authorized representatives to execute this Agreement as of the Effective Date.

SOFTBANK CORP.                          UT STARCOM, INC.


By:                                     By:
    -------------------------               ------------------------------
    Masayoshi Son                           Hong-Liang Lu
    President and CEO                       President and CEO

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


                                   EXHIBIT 1.4

                         Company Articles of Association
<PAGE>

                           THE COMPANIES ACT (CAP.50)

                        PRIVATE COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

                                       OF

                            SB CHINA HOLDINGS PTE LTD

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

                                   PRELIMINARY

      10. TABLE A EXCLUDED. The regulations in Table A in the Fourth Schedule
to the Act shall not apply to the Company except so far as the same are repeated
or contained in these Articles.

      11. INTERPRETATION. In these Articles, unless the context otherwise
requires:

                  "the Act"            means the Companies Act (Cap. 50) or any
                                       statutory modification thereof for the
                                       time  being in force;

                  "the Articles"       means these Articles of Association in
                                       their original form or as amended from
                                       time to time;

                  "Directors" or the   means the Directors for the time being of
                  "the Board"          the Company as a body or a quorum of the
                                       Directors present at a meeting of the
                                       Directors;

                  "dividend"           includes bonus;

                  "member"             means a member of the Company;

                  "month"              means a calendar month;

                  "office"             means the registered office of the
                                       Company;

                  "seal"               means the common seal of the Company;

                  "Secretary"          means any person appointed to perform the
                                       duties of a secretary of the Company and
                                       includes a Deputy Secretary or an
                                       Assistant Secretary;

                  "Statutes"           means the Act and every other Act being
                                       in force concerning companies and
                                       affecting the Company;


                                      -2-
<PAGE>

                  "$" refers to the lawful currency of Singapore;

expressions referring to writing shall, unless the contrary intention appears,
be construed to include references to printing, lithography, photography and
other modes of representing or reproducing words in a visible form;

words or expressions contained in these Articles shall be interpreted in
accordance with the provisions of the Interpretation Act (Cap. 1) and of the
Act;

words denoting the singular number only shall include the plural number and vice
versa; words denoting the masculine gender only shall include the feminine and
neuter genders; and words denoting persons shall include corporations and other
bodies of persons; and

the headings in these Articles are inserted for convenience and reference only
and are in no way designed to limit or circumscribe the scope of these Articles.

                                 PRIVATE COMPANY

      12. PRIVATE COMPANY. The Company is a private company, and accordingly:

            12.1 no invitation shall be issued to the public to subscribe for
any shares or debentures of the Company;

            12.2 the number of the members of the Company (not including persons
who are in the employment of the Company, and persons who, having been formerly
in the employment of the Company, were while in that employment and have
continued after the determination of that employment to be, members of the
Company) shall be limited to 50, provided that where two or more persons hold
one or more shares in the Company jointly they shall, for the purposes of this
Article, be treated as a single member;

            12.3 the right to transfer the shares of the Company shall be
restricted in the manner hereinafter appearing; and

            12.4 no invitation shall be issued to the public to deposit money
with the Company for fixed periods or payable at call, whether bearing or not
bearing interest.

                                    BUSINESS

      13. BUSINESS OF COMPANY. Any branch or kind of business which by the
Memorandum of Association of the Company or these Articles is either expressly
or by implication authorised to be undertaken by the Company may be undertaken
by the Directors at such time or times as they shall think fit and further may
be suffered by them to be in abeyance whether such branch or kind of business
may have been actually commenced or not, so long as the Directors may deem it
expedient not to commence or proceed with such branch or kind of business.


                                      -3-
<PAGE>

      14. OFFICE OF THE COMPANY. The office shall be at such place in the
Republic of Singapore as the Directors shall from time to time determine.

                                     SHARES

      15. ISSUE OF SHARES. (1) No shares shall be issued by the Directors
without the prior approval of the Company in general meeting.

            (2) Unless otherwise determined by the Company by special resolution
or otherwise, agreed by the holders of all the shares for the time being issued,
all unissued shares shall before issue be offered for subscription to the
members in proportion as nearly as the circumstances will admit to the number of
shares then held by them. Any such offer shall be made by notice specifying the
number and class of shares and the price at which the same are offered and
limiting the time (not being less than 29 days, unless the member to whom the
offer is to be made otherwise agrees) within which the offer if not accepted
will be deemed to be declined.

            (3) Subject as aforesaid, all unissued shares shall be at the
disposal of the Directors and they may allot, grant options over or otherwise
deal with or dispose of the same to such persons, at such times, and generally
on such terms as they think proper, but so that no shares shall be issued at a
discount except in accordance with the Act.

            (4) Without prejudice to any special rights or privileges attached
to any then existing shares in the capital of the Company, any new shares may be
issued upon such terms and conditions, and with such rights and privileges
attached thereto, as the Company by special resolution may direct or, if no such
direction be given, as the Directors shall determine, and in particular such
shares may be issued with preferential, qualified or deferred right to dividends
and in the distribution of assets of the Company, and with a special or
restricted right of voting, and any preference share may be issued on the terms
that it is, or at the option of the Company liable to be redeemed.

      16. VARIATION OF RIGHTS. If at any time the share capital is divided into
different classes of shares, the rights attached to any class (unless otherwise
provided by the terms of issue of the shares of that class) may, whether or not
the Company is being wound up, be varied with the consent in writing of the
holders of three-fourths of the issued shares of that class, or with the
sanction of a special resolution passed at a separate general meeting of the
holders of the shares of the class. To every such separate general meeting the
provisions of these Articles relating to general meetings shall mutatis mutandis
apply, but so that the necessary quorum shall be two persons at least holding or
representing by proxy one-third of the issued shares of that class and that any
holder of shares of that class present in person or by proxy may demand a poll,
Provided always that where the necessary majority for such a special resolution
is not obtained at the meeting, consent in writing if obtained from the holders
of three-fourths of the issued shares of the class concerned within two months
of the meeting shall be as valid and effectual as a special resolution carried
at the meeting.

      17. PROHIBITION OF DEALING IN ITS OWN SHARES. Except as is otherwise
expressly permitted by the Act, the Company shall not give, WHETHER directly or
indirectly and whether by means of a loan, guarantee or the provision of
security or otherwise, any financial


                                      -4-
<PAGE>

assistance for the purpose of or in connection with the purchase of or
subscription for the shares of the Company or its holding company from time to
time if any or in any way purchase, deal in or lend money on their shares.

      18. POWER TO CHARGE INTEREST ON CAPITAL. Where any shares are issued for
the purpose of raising money to defray the expenses of the construction of any
works or buildings, or the provision of any plant which cannot be made
profitable for a lengthened period, the Company may pay interest on so much of
that share capital as is for the time being paid for the period and subject to
the conditions and restrictions mentioned in the Act and may charge the same to
capital as part of the cost of the construction of the works or buildings or the
provision of the plant.

      19. POWER TO PAY COMMISSION AND BROKERAGE. The Company may exercise the
powers of paying commissions conferred by the Act provided that the rate per
cent or the amount of the commission paid or agreed to be paid shall be
disclosed in the manner required by the Act and the commission shall not exceed
the rate of 10 per cent, of the price at which the shares in respect whereof the
same is paid are issued or an amount equal to 10 per cent of that price (as the
case may be). Such commission may be satisfied by the payment of cash or the
allotment of fully or partly paid shares or partly in one way and partly in the
other. The Company may also on any issue of shares pay such brokerage as may be
lawful.

      20. EXCLUSION OF EQUITIES. Except as required by law, no person shall be
recognised by the Company as holding any share upon any trust, and the Company
shall not be bound by or be compelled in any way to recognise (even when having
notice thereof) any equitable, contingent, future or partial interest in any
share or unit of a share or (except only as by these Articles or by law
otherwise provided) any other rights in respect of any share except an absolute
right to the entirety thereof in the registered holder.

                               SHARE CERTIFICATES

      21. ENTITLEMENT TO CERTIFICATE Every person whose name is entered as a
member in the Register of Members shall be entitled without charge to receive
within two months after allotment or one month after the lodgement of transfer
one certificate for all his shares of any one class, or upon payment of $2.00
(or such lesser sum as the Directors may from time to time determine) several
certificates in reasonable denominations in respect of shares of any one class.
Where a member transfers part only of the shares comprised in a certificate, one
new certificate for the balance of such shares shall be issued in lieu of the
old certificate without charge. In the case of a share held jointly by several
persons the Company shall not be bound to issue more than one certificate and
delivery thereof to one of several joint holders shall be sufficient delivery to
all such holders.

      22. FORM OF SHARE CERTIFICATE. Every certificate of title to shares shall
be issued under the seal in such form as the Directors shall from time to time
prescribe, shall bear the autographic or facsimile signatures of either two
Directors or one Director and the Secretary or some other person appointed by
the Directors and shall specify the number and class of shares to which it
relates and the amounts paid thereon. Every certificate of title to debentures
shall bear the autographic or facsimile signature of a Director.


                                      -5-
<PAGE>

      23. REPLACEMENT OF CERTIFICATE. Subject to the provisions of the Act, if
any share certificate shall be defaced, worn out, destroyed lost or stolen, it
may be renewed on such evidence being produced and such letter of indemnity (if
any) being given as the Directors of the Company may require, and in the case of
defacement or wearing out on delivery of the old certificate and in any case on
payment of such sum not exceeding $1.00 as the Directors may from time to time
require. In the case of the certificate being destroyed, lost or stolen a
shareholder or person entitled to whom such renewed certificate is given shall
also bear the loss and pay to the Company all expenses incidental to the
investigations by the Company of the evidence of such destruction or loss.

                             JOINT HOLDERS OF SHARES

      24. RIGHTS AND LIABILITIES OF JOINT HOLDERS. Where two or more persons are
registered as the holders of any share they shall be deemed to hold the same as
joint tenants with benefit of survivorship subject to the following provisions:

            24.1 the Company shall not be bound to register more than three
persons as the holders of any share, except in the case of executors or trustees
of a deceased shareholder;

            24.2 the joint holders of a share shall be liable severally as well
as jointly in respect of all payments which ought to be made in respect of such
share;

            24.3 on the death of any one of such joint holders the survivor or
survivors shall be the only person or Persons recognised by the Company as
having any title to such share but the Directors may require such evidence of
death as they may deem fit;

            24.4 any one of such joint holders may give effectual receipts for
any dividend payable to such joint holders; and

            24.5 only the person whose name stands first in the Register as one
of the joint holders of any share shall be entitled to delivery of the
certificate relating to such share or to receive notices from the Company and
any notice given to such person shall be deemed notice to all the joint holders.

                                      LIEN

      25. COMPANY'S LIEN. The Company shall have a first and paramount lien on
shares registered in the name of a member (whether fully paid or not) and on
dividends from time to time declared in respect of such shares for all moneys
due to the Company from him or his estate either alone or jointly with any other
person whether a member or not and whether such moneys are presently payable or
not.

      26. SALE OF SHARES SUBJECT TO LIEN. The Company may sell, in such manner
as the Directors think fit, any shares on which the Company has a lien, but no
sale shall be made unless a sum in respect of which the lien exists is presently
payable, nor until the expiration of 14 days after a notice in writing, stating
and demanding payment of such part of the amount in respect of which the lien
exists as is presently payable, has been given to the registered holder for the
time being of the share, or the person entitled thereto by reason of his death
or bankruptcy.


                                      -6-
<PAGE>

      27. RIGHTS OF PURCHASER OF SUCH SHARES. To give effect to any such sale
the Directors may authorise some person to transfer the shares sold to the
purchaser thereof. The purchaser shall be registered as the holder of the shares
comprised in any such transfer, and he shall not be bound to see to the
application of the purchase money, nor shall his title to the shares be affected
by any irregularity or invalidity in the proceedings in reference to the sale.

      28. APPLICATION OF PROCEEDS OF SUCH SALE. The proceeds of the sale shall
be received by the Company and applied in payment of such pan of the amount in
respect of which the lien exists as is presently payable and accrued interest
and expenses, and the residue, if any, shall be paid to the person entitled to
the shares at the date of the sale, or, his executors, administrators or
assignees or as he may direct.

                                 CALLS ON SHARES

      29. CALLS ON SHARES. The Directors may from time to time make calls upon
the members in respect of any money unpaid on their shares (whether on account
of the nominal value of the shares or by way of premium) and not by the
conditions of allotment thereof made payable at fixed times, provided that no
call shall exceed one fourth of the nominal value of the share or be payable at
less than one month from the date fixed for the payment of the, last preceding
call, and each member shall (subject to receiving at least 14 days' notice
specifying the time or times and place of payment) pay to the Company at the
time or times and place so specified the amount called on his shares. A call may
be revoked or postponed as the Directors may determine.

      30. TIME WHEN MADE. A call shall be deemed to have been made at the time
when the resolution of the Directors authorising the call was passed and may be
required to be paid by instalments.

      31. INTEREST ON CALLS. If a sum called in respect of a share is not paid
before or on the day appointed for payment thereof, the person from whom the sum
is due, shall pay interest on the sum from the day appointed for payment thereof
to the time of actual payment at such rate not exceeding eight per cent per
annum as the Directors may determine, but the Directors shall be at liberty to
waive payment of that interest wholly or in part.

      32. SUM DUE ON ALLOTMENT. Any sum which by the terms of issue of a share
becomes payable on allotment or at any fixed date, whether on account of the
nominal value, of the share or by way of premium, shall for the purposes of
those Articles be deemed to be a call duly made and payable on the date on which
by the terms of issue the same becomes payable, and in case of non-payment all
the relevant provisions of these Articles as to payment of interest and
expenses, forfeiture, or otherwise shall apply as if the sum had become payable
by virtue of a call duly made and notified.

      33. RIGHTS OF MEMBER SUSPENDED UNTIL CALLS ARE DULY PAID. No member shall
be entitled to receive any dividend or to be present or vote at any meeting or
upon a poll, or to exercise any privilege as a member until he shall have paid
all calls for the time being due and payable on every share hold by him, whether
alone or jointly with any other person, together with interest and expenses (if
any).


                                      -7-
<PAGE>

      34. POWER TO DIFFERENTIATE. The Directors may, on the issue of shares,
differentiate between the holders as to the amount of calls to be paid and the
times of payment.

      35. PAYMENT IN ADVANCE OF CALLS. The Directors may, if they think fit,
receive from any member willing to advance the same all or any part of the money
uncalled and unpaid upon any shares held by him, and upon all or any part of the
money so advanced may (until the same would, but for the advance, become
payable) pay interest at such rate not exceeding (unless the Company in general
meeting shall otherwise direct) eight per cent per annum as may be agreed upon
between the Directors and the member paying the sum in advance. Capital paid on
shares in advance of calls shall not, whilst carrying interest, confer a right
to participate in profits.

                              FORFEITURE OF SHARES

      36. NOTICE REQUIRING PAYMENT OF CALLS. If a member fails to pay any call
or installment of a call on the day appointed for payment thereof, the Directors
may, at any time thereafter during such time as any part of the call or
installment remains unpaid serve a notice on him requiring payment of so much of
the call or installment as is unpaid, together with any interest which may have
accrued.

      37. NOTICE TO STATE TIME AND PLACE. The notice shall name a further day
(not earlier than the expiration of 14 days from the date of service of the
notice) on or before which the payment required by the notice is to be made, and
shall state that in the event of non-payment at or before the time appointed the
shares in respect of which the call was made will be liable to be made forfeit.

      38. FORFEITURE ON NON-COMPLIANCE WITH NOTICE. If the requirements of any
such notice as aforesaid are not complied with, any share in respect of which
the notice has been given may at any time thereafter, before the payment
required by the notice has been made, be made forfeit by a resolution of the
Directors to that effect. Such forfeiture shall include all dividends declared
in respect of the forfeit share and not actually paid before the forfeiture.

      39. SALE OR DISPOSITION OF FORFEIT SHARES. A forfeit share may be sold or
otherwise disposed of on such terms and in such manner as the Directors think
fit, and at any time before a sale or disposition the forfeiture may be
cancelled on such terms as the Directors think fit.

      40. RIGHTS AND liabilities of PERSONS WHOSE SHARES HAVE BEEN MADE FORFEIT.
A person whose shares have been made forfeit shall cease to be a member in
respect of the forfeit shares, but shall, notwithstanding, remain liable to pay
to the Company all money which, at the date of forfeiture, was payable by him to
the Company in respect of the shares (together with interest at the rate of
eight per cent per annum from the date of forfeiture, on the money for the time
being unpaid if the Directors think fit to enforce payment of such interest),
but his liability shall cease if and when the Company receives payment in full
of all such money in respect of the shares.

      41. TITLE TO FORFEIT SHARES. A statutory declaration in writing that the
declarant is a Director or the Secretary of the Company, and that a share in the
Company has been duly made


                                      -8-
<PAGE>

forfeit on a date stated in the declaration, shall be conclusive evidence of the
facts therein stated as against all persons claiming to be entitled to the
share.

      42. POWERS OF COMPANY ON SALE OR DISPOSITION OF FORFEIT SHARES. Any share
so made forfeit shall be deemed to be the property of the Company. The Company
may receive the consideration, if any, given for a forfeit share on any sale or
disposition thereof and may execute a transfer of the share in favour of the
person to whom the share is sold or disposed of and he shall thereupon be
registered as the holder of the share, and shall not be bound to see to the
application of the purchase money, if any, nor shall his title to the share be
affected by any irregularity or invalidity in the proceeding in reference to the
forfeiture, sale, or disposal of the share.

      43. ARTICLES AS TO FORFEITURE APPLICABLE TO NON-PAYMENT ON SHARES. The
provisions of these Articles as to forfeiture shall apply in the case of
non-payment of any sum which, by the terms of issue of a share, becomes payable
at a fixed time, whether an account of the nominal value of the share or by way
of premium, as if the same had been payable by virtue of a call duly made and
notified.

                               TRANSFER OF SHARES

      44. FORM OF TRANSFER. Subject to these Articles any member may transfer
all or any of his shares. Every transfer must be in writing and in the usual
form or in any form approved by the Directors in lieu thereof. The instrument of
transfer of a share shall in any case be signed both by the transferor and by
the transferee and be witnessed. The transferor shall be deemed to remain the
holder of the share until the name of the transferee is entered in the Register
of Members in respect thereof. Shares of different classes shall not be
comprised in the same instrument of transfer.

      45. RETENTION OF TRANSFERS. All instruments of transfer which shall be
registered shall be retained by the Company but any instrument of transfer which
the Directors may refuse to register shall (except in any case of fraud) be
returned to the party presenting the same.

      46. RIGHT TO DECLINE TO ACCEPT TRANSFER. The Directors may decline to
accept any instrument of transfer unless:

            46.1 such fee not exceeding $2.00 as the Directors may from time to
time determine is paid to the Company in respect thereof;

            46.2 the instrument of transfer is duly stamped in accordance with
any law for the time being in force relating to stamp duty;

            46.3 the instrument of transfer is deposited at the office or at
such other place (if any) as the Directors may appoint accompanied by the
certificates of the shares to which it relates and such other evidence as the
Directors may reasonably require to show the right of the transferor to make the
transfer and, if the instrument of transfer is executed by some other person on
his behalf, the authority of the person so to do; and

            46.4 such fee not exceeding $1.00 as the Directors may from time to
time determine is paid to the Company in respect of the registration of any
probate, letters of


                                      -9-
<PAGE>

administration, certificate of marriage or death, power of attorney or any
document relating to or affecting the title to the shares.

      47. INFANT, BANKRUPT OR PERSON OF UNSOUND MIND. No share shall in any
circumstance be transferred to any infant or bankrupt or person of unsound mind.

      48. PRE-EMPTION RIGHTS. (1) Any person proposing to transfer a share
(hereinafter called "the proposing transferor") shall give notice in writing
(hereinafter called "a transfer notice") to the Company that he desires to
transfer same. A transfer notice may include several shares and in such a case
shall operate as if it were a separate notice in respect of each. The transfer
notice shall specify the sum the proposing transfer fixes as the fair value of
each share and shall constitute the Company his agent for the sale of the shares
comprised in the transfer notice to the other members (each hereinafter called
"the purchasing member") as nearly as practicable in proportion to their
shareholdings in the Company or (where the number of shares is less than the
number of purchasing members) as a bloc to any of them, at the price fixed in
the transfer notice or at the option of the relevant purchasing member at the
fair value to be fixed by the auditors of the Company in accordance with Article
39(4) hereof,

            (2) A transfer notice once given shall not be revocable except with
the sanction of the Directors.

            (3) If the Company shall within 28 days after being served with a
transfer notice find a purchasing member willing to purchase any of the shares
as aforesaid and shall give, notice thereof to the proposing transferor, the
proposing transferor shall be bound upon payment of the fair value as fixed in
accordance with paragraph (1) or (4) of this Article 39 to transfer the relevant
shares to the purchasing member.

            (4) The auditors shall on the application of either the proposing
transferor or any purchasing member certify in writing the sum which in their
opinion is the fair value of a share and such sum shall be deemed to be the fair
value and in so certifying the auditors shall be considered to be acting as
experts and not as arbitrators and accordingly the Arbitration Act (Cap. 10)
shall not apply. The interval between the date of the application to the
auditors and the date of their certificate shall not be taken into consideration
in calculating the period referred to in the preceding paragraph.

            (5) If in any case the proposing transferor after having become
bound as aforesaid makes default in transferring any share, the Company may
receive the purchase money and the proposing transferor shall be deemed to have
appointed any one Director or the Secretary of the Company as his agent to
execute a transfer of the share to the purchasing member, and upon the execution
of such transfer the Company shall hold the purchase money in trust for the,
proposing transferor. The receipt of the Company for the purchase money shall be
a good discharge to the purchasing member, and after his name has been entered
in the Register in purported exercise of the aforesaid power the validity of the
proceedings shall not be questioned by any person.

            (6) If the Company shall not within the period referred to in
paragraph (3) of this Article 39 find a purchasing member or give notice in the
manner aforesaid in respect of any shares


                                      -10-
<PAGE>

comprised in the transfer notice the proposing transferor shall at any time
within three months after the expiration of such period be at liberty to sell
and transfer the shares to any person at a price which is not less than that
specified by him in the transfer notice.

            (7) This Article 39 shall not apply to a proposed transfer of shares
if the holders of all the shares for the time being issued shall so agree.

      49. DIRECTORS' RIGHT TO REFUSE TRANSFER OF SHARES. The Directors may
refuse to register the transfer of any share:

            49.1 if the share has not been fully paid or is subject to a lien;
or

            49.2 if the provisions of these Articles relating to the transfer of
shares have not been complied with.

      50. DIRECTORS TO GIVE REASONS FOR REFUSAL TO TRANSFER. If the Directors
Shall refuse to register the transfer of any share they shall within one month
of the date on which the application for transfer was made serve on the
transferor and transferee a notice in writing stating the reasons justifying the
refusal to transfer and a notice of refusal as required by the Act.

      51. REGISTER OF TRANSFERS. The Company shall maintain a Register of
Transfers which shall be kept under the control of the Directors, and in which
shall be entered the particulars of every transfer of shares. The Register of
Transfers may be closed at such times and for such periods as the Directors may
from time to time determine provided always that it shall not be closed for more
than 30 days in the aggregate in any one year.

                             TRANSMISSION OF SHARES

      52. TRANSMISSION ON DEATH. In case of the death of a member the survivor
or survivors where the deceased was a joint holder, and the legal personal
representatives of the deceased where he was a sole holder, shall be the only
persons recognised by the Company as having any title to this interest in the
shares; but nothing herein contained shall release the estate of a deceased
joint holder from any liability in respect of any share which had been jointly
held by him with other persons.

      53. PERSONS BECOMING ENTITLED ON DEATH OR BANKRUPTCY OF MEMBER MAY BE
REGISTERED. Any person becoming entitled to a share in consequence of the death
or bankruptcy of a member may, upon such evidence being produced as may from
time to time properly be required by the Directors and subject as hereinafter
provided, elect either to be registered himself as holder of the share or to
have some, person nominated by him registered as the transferee thereof, but the
Directors shall, in either case, have the same right to decline to accept a
transfer or refuse registration as they would have had in the case of a transfer
of the share by that member before his death or bankruptcy.

      54. RIGHTS OF PERSONS BECOMING ENTITLED ON DEATH OR BANKRUPTCY OF MEMBER.
If the person so becoming entitled elects to be registered himself, he shall
deliver or send to the Company a notice in writing signed by him stating that he
so elects. If he elects to have


                                      -11-
<PAGE>

another person registered he shall testify his election by executing to that
person a transfer of the share. All the limitations, restrictions, and
provisions of these Articles relating to the transfer of shares by members shall
be applicable to any such notice or transfer as aforesaid as if the death or
bankruptcy or the member had not occurred and the notice or transfer were a
transfer signed by that member.

      55. RIGHTS OF UNREGISTERED EXECUTORS AND TRUSTEES. Where the registered
holder of any share dies or becomes bankrupt his legal personal representative
or the assignee of his estate, as the case may be, shall, upon the production of
such evidence as may from time to time be properly required by the Directors in
that behalf, be entitled to the same dividends and other advantages, and to the
same rights (whether in relation to meetings of the Company, or to voting, or
otherwise), as the registered holder would have been entitled to if he had not
died or become bankrupt; and where two or more persons are jointly entitled to
any share in consequence of the death of the registered holder they shall, for
the purposes of these Articles be deemed to be joint holders of the share.

                         CONVERSION OF SHARES INTO STOCK

      56. POWER TO CONVERT INTO STOCK. The Company may be ordinary resolution
passed at a general meeting convert any paid-up shares into stock and reconvert
any stock into paid-up shares of any denomination.

      57. TRANSFER OF STOCK. The holders of stock may transfer the same or any
part thereof in the same manner and subject to the same Articles as the shares
from which the stock arose might previously to conversion have been transferred
or as near thereto as circumstances admit; but the Directors may from time to
time fix the minimum amount of stock transferable and restrict or forbid the
transfer of fractions of that minimum, but the minimum shall not exceed the
nominal amount of the shares from which the stock arose.

      58. RIGHTS OF STOCK-HOLDERS. The holders of stock shall according to the
amount of the stock held by them have the same rights, privileges and advantages
as regards dividends, voting at meetings of the Company and other matters as if
they held the shares from which the stock arose, but no such rights, privilege
or advantage (except participation in the dividends and profits of the Company
and in the assets on winding up) shall be conferred by any aliquot part of stock
which would not if existing in shares have conferred that right, privilege or
advantage.

      59. INTERPRETATION. Such of the Articles of the Company as are applicable
to paid-up shares shall apply to stock, and the words "share" and "shareholder"
therein shall include "stock" and "stockholder."

                              ALTERATION OF CAPITAL

      60. The Company may from time to time by ordinary resolution:

            60.1 increase the share capital by such sum to be divided into
shares of such amount as the resolution shall prescribe;


                                      -12-
<PAGE>

            60.2 consolidate and divide all or any of its share capital into
shares of larger amount than its existing shares;

            60.3 subdivide its shares or any of them into shares of smaller
amount than is fixed by the Memorandum of Association of the Company; so however
that in the subdivision the proportion between the amount (if any) unpaid on
each reduced share shall be the same as it was in the case of the share from
which the reduced share is derived;

            60.4 cancel shares which at the date of the passing of the
resolution in that behalf have not been taken or agreed to be taken by any
person or which have been made forfeit and diminish the amount of its share
capital by the amount of the shares so cancelled.

      61. POWER TO REDUCE SHARE CAPITAL. The Company may by special resolution
reduce its share capital, any capital redemption reserve fund or any share
premium account in any manner, with and subject to such sanction as may be
required by law.

                                GENERAL MEETINGS

      62. ANNUAL GENERAL MEETING. An annual general meeting of the Company shall
be held once in each calendar year or at such times as may be permitted by the
Act. All general meetings other than the annual general meetings shall be called
extraordinary general meetings.

      63. CALLING EXTRAORDINARY GENERAL MEETINGS. Any Director may whenever he
thinks fit convene an extraordinary general meeting, and an extraordinary
general meeting shall be convened on such requisition or in default may be
convened by such requisitionists as provided by the Act.

      64. TIME AND PLACE OF MEETING. The time and place of any general meeting
shall be determined by the convenors of the meeting.

                           NOTICE OF GENERAL MEETINGS

      65. NOTICE OF MEETINGS. (1) Subject to the provisions of the Act as to
special resolutions, special notice and agreement for shorter notice, a general
meeting of the Company shall be called by 14 days' notice in writing at the
least.

            (2) The notice shall be exclusive of the day on which it is served
or deemed to be served and of the day for which it is given, and shall specify
the place, the day and the hour of meeting and in case of special business the
general nature of the business.

            (3) In every notice calling a meeting there shall appear with
reasonable prominence a statement that a member entitled to attend and vote is
entitled to appoint not more than two proxies to attend and vote instead of him
and that a proxy need not also be a member.

      66. SPECIAL BUSINESS. All business shall be special that is transacted at
an extraordinary general meeting, and also all that is transacted at an annual
general meeting, with the exception of


                                      -13-
<PAGE>

declaring a dividend, the consideration of the accounts, balance sheets and the
reports of the Directors and auditors and the appointment and fixing of the
remuneration of the auditors.

      67. PERSONS WHO SHOULD BE GIVEN NOTICE. (1) Notice of every general
meeting shall be given in any manner authorised by these Articles to:

            67.1 every member holding shares conferring the right to attend and
vote at the meeting;

            67.2 the Directors (including alternate Directors) of the Company;
and

            67.3 the auditors of the Company.

            (2) NOTICE GIVEN TO DEBENTURE HOLDERS WHEN NECESSARY. No other
person shall be entitled to receive notices of general meetings; provided that
if the meeting be called for the alteration of the Company's objects, the
provisions of the Act regarding notices to debenture holders shall be complied
with.

            (3) ACCIDENTAL OMISSION TO GIVE AND NON-RECEIPT OF NOTICE. The
accidental omission to give notice of a meeting to or the non-receipt of notice
of a meeting by any person entitled to receive notice shall not invalidate the
proceedings at the meeting.

                         PROCEEDINGS AT GENERAL MEETINGS

      68. QUORUM. No business shall be transacted at any general meeting unless
a quorum of members is present at the time when the meeting proceeds to
business. Save as herein otherwise provided, two members shall form a quorum.
For the purposes of this Article "member" includes a person attending as a proxy
or as representing a corporation which is a member, and joint holders of any
share shall be treated as one member.

      69. ADJOURNMENT IF QUORUM NOT PRESENT. If within half an hour from the
time appointed for the meeting a quorum is not present, the meeting, if convened
upon the requisition of members, shall be dissolved; in any other case it shall
stand adjourned to the same day in the next week at the same time and place as
the original meeting, or to such other day and at such other time and place as
the Directors may determine.

      70. CHAIRMAN. The Chairman, if any, of the Board of Directors shall
preside as Chairman at every general meeting of the Company, or if there is no
such Chairman, or if he is not present within 10 minutes after the time
appointed for the holding of the meeting or is unwilling to act, the Deputy
Chairman shall preside as Chairman of the meeting. If there is no such Deputy
Chairman present at the meeting and willing to act as Chairman the members
present shall appoint a Director as Chairman of the meeting or if no Director is
present or if all Directors present are unwilling to act, the members present
shall elect one of their number to be Chairman of the meeting.

      71. ADJOURNMENT. The Chairman may, with the consent of any meeting at
which a quorum is present (and shall if so directed by the meeting), adjourn the
meeting from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the


                                      -14-
<PAGE>

business left unfinished at the meeting from which the adjournment took place.
When a meeting is adjourned for 30 days or more, notice of the adjourned meeting
shall be given as in the case of an original meeting. Save as aforesaid it shall
not be necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting.

      72. METHOD OF VOTING. At any general meeting a resolution put to the vote
of the Meeting shall be decided on a show of hands unless before or on the
declaration of the result of the show of hands a poll is demanded:

            72.1 by the Chairman;

            72.2 by at least three members present in person or by proxy;

            72.3 by any member or members present in person or by proxy and
representing not less than one-tenth of the total voting rights of all the
members having the right to vote at the meeting; or

            72.4 by a member or members holding shares in the Company conferring
a right to vote at the meeting being shares on which an aggregate sum has been
paid up equal to not less than one-tenth of the total sum paid up on all the
shares conferring that right.

Unless a poll is so demanded a declaration by the Chairman that a resolution has
on a show of hands been carried or carried unanimously, or by a particular
majority, or lost, and an entry to that effect in the book containing the
minutes of the proceedings of the Company shall be conclusive evidence of the
fact without proof of the number or proportion of the votes recorded in favour
of or against the resolution. The demand for a poll may be withdrawn.

      73. TAKING A POLL. If a poll is duly demanded it shall be taken in such
manner and either at once or after an interval or adjournment or otherwise as
the Chairman directs, and the result of the poll shall be the resolution of the
meeting at which the poll was demanded. No poll shall be demanded on the
election of a Chairman of a meeting and a poll demanded on a question of
adjournment shall be taken at the meeting and without adjournment.

      74. OTHER BUSINESS TO PROCEED. The demand of a poll shall not prevent the
continuance of a meeting for the transaction of any business other than the
question on which a poll has been demanded.

      75. ERROR IN COUNTING OF VOTES. If at any general meeting any votes shall
be counted which ought not to have been counted or might have been rejected, the
error shall not vitiate the result of the voting unless it be pointed out at the
same meeting, and be of sufficient magnitude to vitiate the result of the
voting.

      76. RESOLUTION BY CIRCULAR. Any resolution signed in writing by all
members for the time being of the Company entitled to attend and vote at general
meetings of the Company shall be as valid as if it had been passed at a general
meeting of the Company duly convened and held.

                                VOTES OF MEMBERS


                                      -15-
<PAGE>

      77. VOTING RIGHTS OF MEMBERS. Subject to any rights or restrictions for
the time being attached to any class or classes of shares, at a meeting of
members or classes of members each member entitled to vote may vote in person or
by proxy or by attorney. On a show of hands every member present in person or by
proxy shall have one vote, and on a poll every member present in person or by
proxy shall have one vote for each share he holds.

      78. CHAIRMAN'S CASTING VOTE. In the case of an equality of votes, whether
on a show of hands or on a poll, the Chairman of the meeting at which the show
of hands takes place or at which the poll is demanded shall be entitled to a
second or casting vote in addition to the vote or votes to which he may be
entitled as a member.

      79. VOTING RIGHTS OF JOINT HOLDERS. In the case of joint holders the vote
of the senior who tenders a vote, whether in person or by proxy, shall be
accepted to the exclusion of the votes of the other joint holders; and for this
purpose seniority shall be determined by the order in which the names stand in
the Register of Members.

      80. CORPORATIONS ACTING BY REPRESENTATIVES. Any corporation which is a
member of the Company may by resolution of its directors or other governing body
authorise any person to act as its representative at any general meeting of the
Company or of any class of members of the Company and the persons so authorised
shall be entitled to exercise the same powers on behalf of the corporation as a
corporation would exercise if it were personally present at the meeting.

      81. RIGHT TO VOTE. Every member shall be entitled to be present and to
vote at any general meeting either personally or by proxy in respect of any
shares upon which all calls due to the Company have been paid.

      82. OBJECTIONS. No objection shall be raised to the qualification of any
voter except at the meeting or adjourned meeting at which the vote objected to
is given or tendered, and every vote not disallowed at such meeting shall be
valid for all purpose. Any such objection made in due time shall be referred to
the Chairman of the meeting, whose decision shall be final and conclusive.

      83. APPOINTMENT OF PROXIES. A member may appoint not more than two proxies
to attend at the same meeting. Where a member appoints more than one proxy, he
shall specify the proportion of his shareholdings to be represented by each
proxy. The instrument appointing a proxy or representative shall be in writing
under the hand of the appointor or of his attorney duly authorised in writing
or, if the appointor is a corporation, either under seal or under the hand of an
officer or attorney duly authorised. A proxy or representative may but need not
be a member of the Company. The instrument appointing a proxy shall be deemed to
confer authority to demand or join in demanding a poll. The instrument
appointing a proxy shall be in the common form or in such other form as the
Directors may from time to time approve.

      84. DEPOSIT OF INSTRUMENT APPOINTING A PROXY. The instrument appointing a
proxy and the power of attorney or other authority, if any, under which it is
signed or a notarially certified copy of that power or authority shall be
deposited at the office, or at such other place in Singapore as is specified for
that purpose in the notice convening the meeting, not less than 48 hours before
the time for holding the meeting or adjourned meeting at which the person named
in the


                                      -16-
<PAGE>

instrument proposes to vote, or, in the case of a poll, not less than 24 hours
before the time appointed for the taking of the poll, and in default the
instrument of proxy shall not be treated as valid.

      85. INTERVENING DEATH OR INSANITY OF PRINCIPAL NOT TO REVOKE PROXY. A vote
given in accordance with the terms of an instrument of proxy or attorney shall
be valid not withstanding the previous death or unsoundness of mind of the
principal or revocation of the instrument or of the authority under which the
instrument was executed, or the transfer of the share in respect of which the
instrument is given, if no intimation in writing of such death, unsoundness of
mind, revocation, or transfer as aforesaid has been received by the Company at
the office before the commencement of the meeting or adjourned meeting at which
the instrument is used.

                                    DIRECTORS

      86. NUMBER OF DIRECTORS. The number of Directors shall not be less than
two. ALL the Directors of the Company shall be natural persons. The first
Directors shall be ONG KIAN MIN and YONG WEI LING IVY.

      87. DIRECTOR NEED NOT BE MEMBER OF COMPANY. A Director need not be a
member of the Company, but shall be entitled to receive notice of and to attend
all general meetings of the Company.

      88. DIRECTORS' FEES. The fees payable to Directors shall from time to time
be determined by the Company in general meeting. Such fees shall be divided
amongst the Directors in such proportions and in such manner as they may agree
and in default of agreement equally, except that in the latter event any
Director who shall hold office for part only of the period in respect of which
such fees are payable shall be entitled to rank in such division for the
proportion of the fees related to the period during which he has held office.

      89. EXPENSES. The Directors may be paid all travelling, hotel and other
expenses properly incurred by them in attending and returning from meetings of
the Directors or any committee of the Directors or general meetings of the
Company or in connection with the business of the Company.

      90. EXTRA REMUNERATION. Any Director who is appointed to any executive
office or serves on any committee or who otherwise performs or renders services,
which in the opinion of the Directors, are outside his ordinary duties as a
Director, may be paid such remuneration as the Directors may determine.

      91. DECLARATION OF DIRECTORS' INTEREST IN CONTRACT WITH COMPANY. (1) A
Director who is in any way whether directly or indirectly interested in a
contract or proposed contract with the Company shall declare the nature of his
interest at a meeting of the Directors in accordance with the Act, but
notwithstanding his interest he may vote and be counted in the quorum present at
any meeting of the Directors.

            (2) DECLARATION OF DIRECTORS' CONFLICT OF INTEREST. A Director
who holds any office or possesses any property whereby directly or indirectly
duties or interests might be created in conflict with his duties or interests as
Director shall declare the fact and the


                                      -17-
<PAGE>

nature, character and extent of the conflict at a meeting of the Directors of
the Company in accordance with the Act.

            (3) POWER OF DIRECTORS TO HOLD OFFICE OF PROFIT AND TO CONTRACT
WITH COMPANY. A Director may hold any other office or place of profit under the
Company (other than the office of auditor) in conjunction with his office of
Director for such period and on such terms (as to remuneration and otherwise) as
the Directors may determine. No Director or intending Director shall be
disqualified by his office from contracting with the Company either with regard
to his tenure of any such other office or place of profit or as a vendor,
purchaser or otherwise. No such contract and no contract or arrangement entered
into by or on behalf of the Company in which any Director is in any way
interested shall be liable to be avoided nor shall any Director so contracting
or being so interested be liable to account to the Company for any profit
realised by any such contract or arrangement by reason of such Director holding
that office or of the fiduciary relationship thereby established.

            (4) HOLDING OF OFFICE IN OTHER COMPANIES. A Director of the
Company may become or continue to be a Director or other officer of or otherwise
be interested in any company whether or not the Company is interested as a
shareholder or otherwise and no such Director shall be accountable to the
Company for any remuneration or other benefits received by him as a Director or
officer of or from his interests in such other company.

      92. DIRECTORS SHALL KEEP registers. The Directors shall keep registers as
required by the Act.

                      APPOINTMENT AND REMOVAL OF DIRECTORS

      93. DIRECTORS' POWER TO FILL CASUAL VACANCIES AND TO APPOINT ADDITIONAL
DIRECTORS. The Directors may at any time, and from time to time, appoint any
person to be a Director, either to fill a casual vacancy or as an addition to
their number.

      94. REMOVAL OF DIRECTOR. The Company may by ordinary resolution remove any
Director before the expiration of his period of office, and may by an ordinary
resolution appoint another person as Director in his stead.

      95. VACATION OF OFFICE OF DIRECTORS. The office of Director shall become
vacant if the Director

            95.1 ceases to be a Director by virtue of the Act;

            95.2 becomes bankrupt or makes any arrangement or composition with
his creditors generally;

            95.3 becomes prohibited by law from continuing to be a Director;

            95.4 becomes of unsound mind or a person whose person or estate is
liable to be dealt with in any way under the law relating to mental disorder;


                                      -18-
<PAGE>

            95.5 resigns his office by notice in writing to the Company; or

            95.6 is removed from office pursuant to a resolution passed by the
Company in general meeting.

                         POWERS AND DUTIES OF DIRECTORS

      96. GENERAL POWER OF DIRECTORS TO MANAGE COMPANY'S BUSINESS. The business
of the Company shall be managed by the Directors who may exercise all powers of
the Company as are not, by the Act or by these Articles, required to be
exercised by the Company in general meeting. The exercise of such powers of the
Company by the Directors shall be subject to these Articles, the Act and such
regulations being not inconsistent with these Articles or the Act as may be
prescribed by the Company in general meeting, but no regulation made by the
Company in general meeting shall invalidate any prior act of the Directors which
would have been valid if that regulation had not been made.

      97. POWER OF SALE OR DISPOSAL OF COMPANY'S PROPERTY. Without prejudice to
the generality of the preceding Article, any sale or disposal by the Directors
of the whole or substantially the whole of the undertaking or property of the
Company shall be subject to the prior approval of the Company in general
meeting.

      98. DIRECTORS' BORROWING POWERS. The Directors may exercise all the powers
of the Company to borrow money and to mortgage or charge its undertaking,
property and uncalled capital, or any part thereof, and to issue debentures and
other securities whether outright or as security for any debt, liability, or
obligation of the Company or of any third party.

      99. DELEGATION OF DIRECTORS' POWERS. The Directors may delegate any of
their powers other than the powers to borrow and make calls to committees
consisting of such persons (whether Directors or not) as they think fit. Any
committee so formed shall in the exercise of the power so delegated conform to
any regulations that may from time to time be imposed upon them by the Board.

      100. POWER TO ESTABLISH LOCAL BOARDS. The Directors from time to time and
at any time may establish any local boards or agencies for managing any of the
affairs of the Company either in the Republic of Singapore or elsewhere and may
appoint any persons to be members of such local boards or any managers,
inspectors or agents and may fix their remuneration and may delegate to any
local board, manager, inspector or agent any of the powers, authorities and
discretions vested in the Directors with power to sub-delegate and may authorise
the members of any local board or any of them to fill any vacancies therein and
to act notwithstanding vacancies and any such appointment or delegation may be
made upon such terms and subject to such conditions as the Directors may think
fit and the Directors may remove any person so appointed and may annul or vary
such delegation but no person dealing in good faith and without notice of any
such annulment or variation shall be affected thereby. Every Director while
present in the country or territory in which any such local board or any
committee thereof shall have been established shall be ex-officio a member
thereof and entitled to attend and vote at all meetings thereof held while he is
present in such country or territory.


                                      -19-
<PAGE>

      101. POWER TO APPOINT ATTORNEY. The Directors may from time to time by
power of attorney appoint any corporation, firm, or person or body of persons,
whether nominated directly or indirectly by the Directors, to be the attorney or
attorneys of the Company for such purposes and with such powers, authorities and
discretions (not exceeding those vested in or exercisable by the Directors under
these Articles) and for such period and subject to such conditions as they may
think fit and any such powers of attorney may contain such provisions for the
protection and convenience of persons dealing with any such attorney as the
Directors may think fit and may also authorise any such attorney to delegate all
or any of the powers, authorities and discretions vested in him.

      102. EXECUTION OF NEGOTIABLE INSTRUMENTS AND RECEIPTS FOR MONEY PAID. All
cheques, promissory notes, drafts, bills of exchange and other negotiable
instruments, and all receipts for money paid to the Company shall be signed,
drawn, accepted, endorsed, or otherwise executed, as the case may be, by any two
Directors or in such other manner as the Directors from time to time determine.

                            PROCEEDINGS OF DIRECTORS

      103. POWER TO KEEP A BRANCH REGISTER. The Directors may exercise the
powers conferred upon the Company by the Act with regard to the keeping of a
branch register, and the Directors may (subject to the provisions of the Act)
make and vary such regulations as they may think fit respecting the keeping of
any such register.

      104. MEETING OF DIRECTORS. The Directors may meet together for the
despatch of business, adjourn and otherwise regulate their meetings as they
think fit. A Director may at any time and the Secretary shall at the request of
a Director summon a meeting of the Directors.

      105. QUESTIONS TO BE DECIDED AT MEETINGS. Subject to these Articles
questions arising at any meeting of Directors shall be decided by a majority of
votes and a determination by a majority of Directors shall for all purposes be
deemed a determination of the Directors. In cast of an equality of votes the
Chairman of the meeting shall have a second casting vote.

      106. QUORUM. The quorum necessary for the transaction of the business of
the Directors may be fixed by the Directors, and unless so fixed shall be two.

      107. PROCEEDINGS IN CASE OF VACANCIES. The continuing Directors may act
notwithstanding any vacancy in their body, but if and so long as their number is
reduced below the number fixed by or pursuant to the Articles of the Company as
the necessary quorum of Directors, the continuing Directors or Director may act
for the purpose of increasing the number of Directors to that number or of
summoning a general meeting of the Company, but for no other purpose.

      108. CHAIRMAN OF DIRECTORS. The Directors may elect a Chairman and a
Deputy Chairman. The Chairman shall preside at all meetings of the Board but if
at any time there is no Chairman or if at any meeting the Chairman is not
present within 10 minutes after the time appointed for holding the meeting the
Deputy Chairman shall preside at the meeting. If there is no


                                      -20-
<PAGE>

Deputy Chairman or the Deputy Chairman is not present at the meeting the
Directors present may choose one of their number to be Chairman of the meeting.

      109. CHAIRMAN OF COMMITTEE. A committee formed by the Directors to
exercise powers delegated by them may elect a Chairman of its meetings; if no
such Chairman is elected, or if at any meeting the Chairman is not present
within 10 minutes after the time appointed for holding the meeting, the members
present may choose one of their number to be Chairman of the meeting.

      110. MEETING OF COMMITTEE. A committee may meet and adjourn its meeting as
it thinks proper. Questions arising at any meeting shall be determined by a
majority of votes of the members present, and in the case of an equality of
votes the Chairman shall have a second or casting vote.

      111. VALIDITY OF ACTS OF DIRECTORS IN SPITE OF SOME FORMAL DEFECTS. All
acts done by any meeting of the Directors or of a committee of Directors or by
any person acting as a Director shall, notwithstanding that it is afterwards
discovered that there was some defect in the appointment of any such Director or
person acting as aforesaid, or that they or any of them were disqualified, be as
valid as if every such person had been duly appointed and was qualified to be a
Director.

      112. RESOLUTIONS IN WRITING. A resolution in writing signed by all the
Directors shall be as valid and effectual as if it had been passed at a meeting
of the Directors duly convened and held. Any such resolution may consist of
several documents in like form, each signed by one or more Directors.

      113. MINUTES OF MEETING. The Directors shall cause minutes to be made:

            113.1 of names of Directors present at all meetings of the Company
and of the Directors; and

            113.2 of all proceedings at all meetings of the Company and of the
Directors.

Such minutes shall be signed by the Chairman of the meeting at which the
proceedings were held or by the Chairman of the next succeeding meeting.

                               ALTERNATE DIRECTORS

      114. APPOINTMENT OF ALTERNATE DIRECTORS. Any Director may appoint a person
approved by the majority of the other Directors to be an alternate Director in
his place during such period as he thinks fit. An alternate Director need not be
a member of the Company. Any person while he so holds office as an alternate
Director shall be entitled to notice of meetings of the Directors and to attend
and vote thereat accordingly, and to exercise all the rights and powers of the
appointer in his place. An alternate Director shall ipso facto vacate office if
the appointor vacates office as a Director or removes the appointee from office.
Any appointment or removal under this Article shall be effected by notice in
writing under the hand of the Director making the same. Any fee paid by the
Company to the alternate Director shall be deducted from the remuneration
payable to his appointor.


                                      -21-
<PAGE>

                               MANAGING DIRECTORS

      115. APPOINTMENT OF MANAGING DIRECTOR. The Directors may from time to time
appoint one or more of their body to the office of Managing Director for such
period and on such terms as they think fit and, subject to the terms of any
agreement entered into in any particular case, may revoke any such appointment.
The appointment of a Director so appointed shall be automatically terminated if
he ceases for any cause to be a Director.

      116. REMUNERATION OF MANAGING DIRECTOR. A Managing Director shall, subject
to the terms of any agreement entered into in any particular case, receive such
remuneration (whether by way of salary, commission, or participation in profits,
or partly in one way and partly in another) as the Directors may determine.

      117. POWERS OF MANAGING DIRECTOR. A Managing Director shall be subject to
the control of the Directors. The Directors may entrust to and confer upon a
Managing Director any of the powers exercisable by them upon such terms and
conditions and with such restrictions as they may think fit and either
collaterally with or to the exclusion of their own powers, and may from time to
time revoke, withdraw, alter, or vary all or any of those powers.

                                    SECRETARY

      118. APPOINTMENT OF SECRETARY. The Secretary shall in accordance with the
Act be appointed by the Directors for such term, at such remuneration, and upon
such conditions as they may think fit and any Secretary so appointed may be
removed by them.

      119. SAME PERSON CANNOT ACT AS DIRECTOR AND SECRETARY. A provision of the
Act or these Articles requiring or authorising a thing to be done by or in
relation to a Director and the Secretary shall not be satisfied by its being
done by or in relation to the same person acting both as Directors and as, or in
place of, the Secretary.

                                      SEAL

      120. SEAL. The Directors shall provide for the safe custody of the seal
which shall only be used by the authority of the Directors or of a committee of
the Directors authorised by the Directors in that behalf. Every instrument to
which the seal is affixed shall bear the autographic or facsimile signatures of
a Director and the Secretary or a second Director or some other person appointed
by the Directors for the purpose. Any facsimile signature may be reproduced by
mechanical, electronic or other method approved by the Directors.

      121. OFFICIAL SEAL. The Company may exercise all the powers conferred by
the Act to have an official seal for use abroad and such official seal shall be
affixed by the authority and in the presence of and the instruments sealed
therewith shall be signed by such person as the Directors shall from time to
time by writing under the seal appoint.

      122. DUPLICATE COMMON SEAL. The Company may have a duplicate common seal
which shall be a facsimile of the common seal of the Company with the addition
of its face of the


                                      -22-
<PAGE>

words "Share Seal" and a share certificate under such duplicate seal
shall be deemed to be sealed with the seal of the Company.

                                    ACCOUNTS

      123. DIRECTORS TO KEEP PROPER ACCOUNTS. The Directors shall cause proper
accounting and other records to be kept and shall distribute copies of
balance-sheets and other documents as required by the Act and shall from time to
time determine whether and to what extent and at what times and places and under
what conditions or regulations the accounting and other records of the Company
or any of them shall be open to the inspection of members not being Directors,
and no member (not being a Director) shall have any right of inspecting any
account or paper of the Company except as conferred by Statute or authorised by
the Directors or by the Company in general meeting.

      124. PRESENTATION OF ACCOUNTS. The Directors shall from time to time in
accordance with the Act cause to be prepared and to be laid before the Company
in general meeting such profit and loss accounts, balance-sheets and reports as
are required under the Act.

      125. COPIES OF ACCOUNTS. A copy of every balance-sheet (including every
document required by law to be annexed thereto) which is to be laid before the
Company in general meeting together with a copy of the Auditor's report shall
not less than 14 days before the date of the meeting be delivered or sent by
post to every member of and every holder of debentures of the Company, provided
that this Article shall not require a copy of those documents to be sent to any
person of whose address the Company is not aware or to more than one of the
joint holders of any shares or debentures.

                                      AUDIT

      126. APPOINTMENT OF AUDITORS. Auditors shall be appointed and their duties
regulated in accordance with the Act.

                             DIVIDENDS AND RESERVES

      127. DIVIDENDS. The Company in general meeting may declare dividends, but
no dividend shall exceed the amount recommended by the Directors.

      128. INTERIM DIVIDEND. The Directors may from time to time pay to the
members such interim dividends as appear to the Directors to be justified by the
profits of the Company.

      129. PAYMENT OF DIVIDENDS. No dividend shall be paid otherwise than out of
profits or shall bear interest against the Company.

      130. POWER TO CARRY PROFIT TO RESERVE. The Directors may, before
recommending any dividend, set aside out of the profits of the Company such sums
as they think proper as reserves which shall, at the discretion of the
Directors, be applicable for any purpose to which the profits of the Company may
be properly applied, and pending any such application may, at the like
discretion, either be employed in the business of the Company or be invested in
such


                                      -23-
<PAGE>

investments (other than shares in the Company) as the Directors may from
time to time think fit. The Directors may also without placing the same to
reserve carry forward any profits which they may think prudent not to divide.

      131. APPORTIONMENT OF DIVIDENDS. Subject to the rights of persons, if any,
entitled to shares with special rights as to dividend, all dividends shall be
declared and paid according to the amounts paid or credited as paid on the
shares in respect of which the dividend is paid, but no amount paid or credited
as paid on a share in advance of calls shall be treated for the purposes of this
Article as paid on the share. All dividends shall be apportioned and paid
proportionately to the amounts paid or credited as paid on the shares during any
portion or portions of the period in respect of which the dividend is paid, but
if any share is issued on term providing that it shall rank for dividend as from
a particular date that share shall rank for dividend accordingly.

      132. DEDUCTION OF DEBTS DUE TO COMPANY. The Directors may deduct from any
dividend payable to any member all sums of money, if any, presently payable by
him to the Company on account of calls or otherwise in relation to the shares of
the Company.

      133. PAYMENT OF DIVIDEND IN SPECIE. Any general meeting declaring a
dividend or bonus may direct payment of such dividend or bonus wholly or partly
by the distribution of specific assets and in particular of paid-up shares,
debentures or debenture stock of any other company or in any one or more of such
ways and the Directors shall give effect to such resolution, and where any
difficulty arises in regard to such distribution, the Directors may settle the
same as they think expedient, and fix the value for distribution of such
specific assets or any part thereof and may determine that cash payments shall
be made to any members upon the footing of the value so fixed in order to adjust
the rights of all parties, and may vest any such specific assets in trustees as
may seem expedient to the Directors.

      134. DIVIDENDS PAYABLE BY CHEQUE. Any dividend, interest, or other money
payable in cash in respect of shares may be paid by cheque or warrant sent
through the post directed to the registered address of the holder or, in the
case of joint holders, to the registered address of that one of the joint
holders who is first named on the Register of Members or to such person and to
such address as the holder or joint holders may in writing direct. Every such
cheque or warrant shall be made payable to the order of the person to whom it is
sent. Any one of two or more joint holders may give effectual receipts for any
dividends, bonuses, or other money payable in respect of the shares held by them
as joint holders.

      135. EFFECT OF TRANSFER. A transfer of a share shall not pass the right to
any dividend declared in respect thereof before the transfer has been
registered.

                            CAPITALISATION OF PROFITS

      136. POWER TO CAPITALISE PROFITS. The Company in general meeting may upon
the recommendation of the Directors by ordinary resolution resolve that it is
desirable to capitalise any part of the amount for the time being standing to
the credit of any of the Company's reserve accounts or to the credit of the
profit and loss account or otherwise available for distribution, and accordingly
that such sum be set free for distribution amongst the members who would have
been


                                      -24-
<PAGE>

entitled thereto if distributed by way of dividend and in the same
proportions on condition that the same be not paid in cash but be applied either
in or towards paying up any amounts for the time being unpaid on any shares held
by such members respectively or paying up in full unissued shares or debentures
of the Company to be allotted, distributed and credited as fully paid up to and
amongst such members in the proportion aforesaid, or partly in the one way and
partly in the other, and the Directors shall give effect to such resolution. A
share premium account and a capital redemption reserve may, for the purposes of
this Article, be applied only in the paying up of unissued shares to be issued
to members of the Company as fully paid bonus shares.

      137. IMPLEMENTATION OF RESOLUTION TO CAPITALISE PROFITS. Whenever such a
resolution as aforesaid shall have been passed the Directors shall make all
appropriations and applications of the undivided profits resolved to be
capitalised thereby, and all allotments and issues of fully paid shares or
debentures, if any, and generally shall do all acts and things required to give
effect thereto, with full power to the Directors to make such provision by the
issue of fractional certificates or by payment in cash or otherwise as they
think fit for the case of shares or debentures becoming distributable in
fractions, and also to authorise any person to enter on behalf of all the
members entitled thereto into an agreement with the Company providing for the
allotment to them respectively, credited as fully paid up, of any further shares
or debentures to which they may be entitled upon such capitalisation, or (as the
case may require) for the payment tip by the Company on their behalf, by the
application thereto of their respective proportions of the profits resolved to
be capitalised, of the amounts or any part of the amounts remaining unpaid on
their existing shares, and any agreement made under such authority shall be
effective and binding on all such members.

                                     NOTICES

      138. SERVICE OF NOTICES. A notice may be given by the Company to any
member either personally or by sending it by post to him at his registered
address, or such other address supplied by him to the Company for the giving
notices to him. Any notice to be sent to a member at an address outside
Singapore shall be sent by airmail. Where a notice is sent by post, service of
the notice shall be deemed to be effected by properly addressing, pre-paying and
posting a letter containing the notice, and to have been effected in the case of
a notice of a meeting and of a notice pursuant to Article 134 on the day after
the date of its posting, and in any other case at the time at which the letter
would be delivered in the ordinary course of post.

      139. SERVICE OF NOTICES IN RESPECT OF JOINT HOLDERS. A notice may be given
by the Company to the joint holders of a share by giving the notice to the joint
holder first named in the Register of Members in respect of the share.

      140. SERVICE OF NOTICES AFTER DEATH OR BANKRUPTCY OF A MEMBER. A notice
may be given by the Company to the persons entitled to a share in consequence of
the death or bankruptcy of a member by sending it through the post in a pre-paid
letter addressed to them by name, or by the title of representatives of the
deceased, or assignee of the bankrupt, or by any like description, at the
address, if any, supplied for the purpose by the persons claiming to be so
entitled or (until such an address has been so supplied) by giving the notice in
any manner in which the same might have been given if the death or bankruptcy
had not occurred.


                                      -25-
<PAGE>

                                   WINDING UP

      141. DISTRIBUTION OF SURPLUS ASSETS. If the Company shall be wound up,
subject to due provision being made satisfying the claims of any holders of
shares having attached thereto any special rights in regard to the repayment of
capital, the surplus assets shall be applied in repayment of the capital paid up
or credited as paid up on the shares at the commencement of the winding up. If
the surplus assets shall be insufficient to repay the, whole of the capital paid
up or credited as paid up on the shares, such assets shall be distributed (as
nearly as practicable) in proportion to the capital paid up or credited as paid
up on the shares at the commencement of the winding up.

      142. DISTRIBUTION OF ASSETS IN SPECIE. If the Company shall be wound up,
the liquidators may, with the sanction of a special resolution, divide among the
members in specie any part of the assets of the Company and any such division
may be otherwise than in accordance with the existing rights of the members, but
so that if any division is resolved or otherwise than in accordance with such
rights, the members shall have the same right of dissent and consequential
rights as if such resolution were a special resolution passed pursuant to
Section 306 of the Act. A special resolution sanctioning a transfer or sale to
another company duly passed pursuant to the said Section may in like manner
authorise the distribution of any shares or other consideration receivable by
the liquidators amongst the members otherwise than in accordance with their
existing rights; and any such determination shall be binding upon all the
members subject to the right of dissent and consequential rights conferred by
the said Section.

      143. SERVICE OF NOTICE BY LIQUIDATOR. In the event of a winding up of the
Company every member of the Company who is not for the time being in Singapore
shall be bound, within 14 days after the passing of an effective resolution to
wind up the Company voluntarily, or within the like period after the making of
an order for the winding up of the Company, to serve notice in writing on the
Company appointing some householder in Singapore upon whom all summonses,
notices, processes, orders and judgments in relation to or under the winding up
of the Company may be served, and in default of such nomination the liquidator
of the Company shall be at liberty on behalf of such member to appoint some such
person, and service upon any such appointee shall be deemed to be a good
personal service on such member for all purposes, and where the liquidator makes
any such appointment he shall, with all convenient speed, give notice thereof to
such member by a registered letter sent through the post and addressed to such
member at his address as appearing in the Register, and such notice shall be
deemed to be served on the day following that on which the letter is posted.

                                    INDEMNITY

      144. INDEMNITY OF DIRECTORS AND OFFICERS. Every Director, Managing
Director, agent, auditor, Secretary and other officer for the time being of the
Company shall be indemnified out of the assets of the Company, against any
liability incurred by him in defending any proceedings whether civil or criminal
in which judgement is given in his favour or in which he is acquitted or in
connection with any application under Section 391 of the Act in which relief is
granted to him by the Court in respect of any negligence, default, breach of
duty or breach of trust.


                                      -26-
<PAGE>


                                      -27-
<PAGE>

Names, Addresses and Occupations of Subscribers


/s/ Ong Kian Min
----------------------------------------
ONG KIAN MIN
16-D Chatsworth Road
Singapore 249778

Advocate & Solicitor


/s/ Yong Wei Ling Ivy
----------------------------------------
YONG WEI LING IVY
Blk 667A Jurong West Street 65
#13-119
Singapore 641667

Advocate & Solicitor


Dated this 14th day of January, 2000


Witness to the above signatories:         /s/ Wendy Lee Su Lin
                                          -----------------------------
                                          WENDY LEE SU LIN
                                          Advocate & Solicitor
                                          1 Robinson Road #18-00
                                          AIA Tower
                                          Singapore 048542

<PAGE>


                                  EXHIBIT 1.19

                        Company Memorandum of Association
<PAGE>

                           THE COMPANIES ACT (CAP.50)

                        PRIVATE COMPANY LIMITED BY SHARES

                            MEMORANDUM OF ASSOCIATION

                                       OF

                            SB CHINA HOLDINGS PTE LTD


      145. The name of the Company is "SB CHINA HOLDINGS PTE LTD".

      146. The registered office of the Company will be situate in the Republic
of Singapore.

      147. The objects for which the Company is established are:

      (1) To carry on business of an investment company and to act as
investors, promoters and entrepreneurs and to carry on business as venture
capitalists, financiers, concessionaires, managers, advisers, brokers, traders,
dealers, agents and to undertake and carry on and execute all kinds of
investment, financial, commercial, trading and other operations.

      (2) To carry on whether as principals, agents or otherwise howsoever the
business of lessors, estate agents or managers, realtors, developers,
consultants, builders, contractors, engineers, dealers in or vendors of all
types of property including services.

      (3) To carry on business as consultants and advisers in connection with
all phases of industry and commerce, including general management, costing,
industrial relations, personnel, marketing distribution, manufacture, research,
finance, design, factory layouts, plant selection and all other related
subjects.

      (4) To promote establish and carry on business as general merchants
manufacturers importers exporters commission agents del credere agents removers
packers storekeepers factors and brokers of and dealers in and to promote the
sales of all kinds of products commodities goods articles produce materials and
substances and general merchandise and to import buy prepare manufacture render
marketable sell barter exchange pledge charge make advances on and otherwise
deal in or turn to account such products commodities goods articles produce
materials and substances and general merchandise in their prepared manufactured
or raw state and to undertake carry on and execute all kinds of commercial
trading and other manufacturing operations and all business whether wholesale or
retail.


                                       1-
<PAGE>

      (5) To carry on business as capitalists and concessionaires, and to
undertake carry on and execute all kinds of commercial trading and other
operations.

      (6) To carry on any other trade or business whatsoever which can, in the
opinion of the Company, be advantageously or conveniently carried on by the
Company by way of extension of or in connection with, or is calculated directly
or indirectly to develop any branch of, the Company's business or to increase
the value of or turn to account any of the Company's assets, property or rights.

      (7) To invest the capital and other moneys, including without
limitation, funds obtained from outside borrowings, of the Company in the
purchase or upon the security of shares, stocks, debentures, debenture stocks,
bonds, mortgages, obligations and securities of any kind issued or guaranteed by
any company, corporation or undertaking of whatever nature, whether constituted
or carrying on business in Singapore or elsewhere wheresoever, any shares,
stocks, bonds, warrants, rights, coupons, talons, mortgages, obligations, and
other securities issued or guaranteed by any government, sovereign, ruler,
commissioners, trust, municipal, local or other authority or body of whatever
nature, whether in Singapore or elsewhere wheresoever.

      (8) To subscribe for, conditionally or unconditionally to take, hold,
sell, tender for, exchange and convert stocks, shares, debentures, debenture
stocks, bonds, warrants, rights, coupons, talons, mortgages, obligations and
other securities issued or guaranteed by any company, corporation or undertaking
of whatever nature or by any government, sovereign, ruler, commissioners, trust,
municipal, local or other authority or body of whatever nature, whether in
Singapore or elsewhere wheresoever.

      (9) To purchase, take on lease, exchange or acquire any lands, buildings
and property of any tenure or description in Singapore and elsewhere and any
estate or interest therein and any rights over or connected with any such lands,
buildings and property, whether or not subject to any charge or incumbrance and
to hold or to sell lease let alienate, mortgage, charge or otherwise deal with
all or any part or parts of such lands, buildings or property or any estate or
interest or rights therein.

      (10) To develop and turn to account any land acquired by or in which the
Company is interested, and in particular by laying out and preparing the same
for building purposes, constructing, altering, pulling down, decorating,
maintaining, furnishing, fitting up and improving buildings and by planting,
paying, draining, farming, cultivating, letting on a building lease or agreement
and by advancing money to and entering into contracts and arrangements of all
kinds with builders, tenants, purchasers and others.

      (11) To purchase or otherwise acquire for investment or resale or as
security lands, houses, building, tenements, premises, plantations and all
immovable property of any tenure or any interest therein, and any movable
property of any description or any interest therein and to hold, lease,
sublease, exchange or otherwise deal with property of every description, whether
immovable or movable and whether for valuable consideration or not.

      (12) To carry on all or any of the business or proprietors of flats,
maisonettes, dwelling-houses, shops, warehouses, stores and offices and for
these purposes to purchase, take on lease, or


                                       2-
<PAGE>

otherwise acquire and hold any lands or buildings of any tenure or description
wherever situate, or rights or interest therein or connected therewith; to
prepare building sites, and to construct, reconstruct, pull down, alter,
improve, decorate, furnish and maintain flats, maisonettes, dwelling-houses,
shops, warehouses, stores, offices, buildings, works and conveniences of all
kinds; to lay out roads and pleasure gardens and recreation grounds; to plant
drain or otherwise improve the land or any part thereof.

      (13) To carry on business as builders and contractors and to construct,
execute, carry out, equip, improve, work, develop, administer, maintain, manage
or control buildings and works of all kinds or to dismantle or demolish any such
buildings and works.

      (14) To act as nominees, managers, receivers, stewards or agents in any
capacity and undertake or direct the management of property, lands, and estates
of any tenure or kind of any persons whether members of the Company or not in
the capacity of stewards or receivers or otherwise, and to undertake and execute
any trusts the undertaking of which may seem desirable and either gratuitously
or otherwise and for any person, firm, company or authority whatsoever.

      (15) To undertake and execute any contracts for works involving the
supply or use of plant and machinery and equipment of every description and for
that purpose to sell or let on hire the same and to carry out any ancillary or
other works comprised in such contracts.

      (16) To buy, sell, manufacture, repair, alter, improve, exchange, let out
on hire, import, export and deal in all works, plant, machinery tools, utensils,
appliances, apparatus, products, materials, substances, articles and things
capable of being used in any business which the Company is competent to carry on
or required by any customers of our persons having dealings with the Company or
commonly dealt in by persons engaged in any such business or which may seem
capable of being profitably dealt with in connection therewith and to
manufacture, experiment with, render marketable and deal in all residual
products and by-products incidental to or obtained in any of the businesses
carried on by the Company.

      (17) To consolidate, connect or sub-divide any of the properties of the
Company and to lease or dispose of the same in any manner and on such terms as
the Company may determine.

      (18) To sell, improve, manage, develop, enfranchise, let on lease,
mortgage, grant licenses or other rights or options over, exchange, dispose of
or turn to account, all or any part of the lands, securities, assets,
undertaking or property, movable or immovable, of the Company or any part
thereof for such consideration as the Company may think fit, and in particular
for shares, stock, debentures, debenture stock, securities or obligations of any
other company having objects altogether, or in part, similar to those of the
Company.

      (19) To guarantee the payment or performance of any debts, contracts or
obligations, or become surety for any person, firm or company for any purpose
whatsoever whether with or without security and whether or not the Company
derives any benefit from doing so.


                                       3-
<PAGE>

      (20) To act as agents for the collection, receipt or payment of money,
and generally to act as agents for and render services to customers and others,
and generally to give guarantees and indemnities.

      (21) To purchase, charter, take in exchange, or otherwise acquire and
hold ships, vessels and crafts of any kind or interests therein and to maintain,
repair, improve, alter, sell exchange or let out on hire or charter or otherwise
deal with and dispose of any ships or vessels aforesaid.

      (22) To carry on all or any of the businesses of ship-owners, managers of
shipping property, omnibus owners or managers, passengers or freight
contractors, carriers by land and sea, barge owners, lightermen, forwarding
agents, ice merchants, refrigerating agents, storekeepers, warehousemen,
wharfingers and general traders.

      (23) To apply for, purchase or otherwise acquire any patents, brevets
d'invention, licences, concessions and the like, conferring any exclusive or
non-exclusive or limited right to use any secret or other information as to any
invention or preparation which may seem capable of being used for any of the
purposes of the Company or the acquisition of which may seem calculated directly
or indirectly to benefit the Company and to use, exercise, develop or grant
licences in respect of or otherwise turn to account the property rights or
information so acquired.

      (24) To sell, exchange, dispose of, turn to account or otherwise deal
with the whole or any part of the undertaking, property, assets and rights of
the Company, either together or in portions for such consideration as may be
agreed including stocks, shares, debentures, debenture stocks or other
securities of any company purchasing the same.

      (25) To acquire the whole or any part of the undertaking, property,
assets, rights and liabilities of any person or company possessed of property
suitable for the purposes of the Company or carrying on any business which this
Company is authorised to carry on for such consideration as may be agreed
including stocks shares debentures debenture stocks or other securities of the
Company.

      (26) To enter into any partnership or joint-purse arrangement or
arrangement for sharing profits, union of interest or co-operation with any
company, firm or person carrying on or proposing to carry on any business within
the objects of the Company, and to acquire and hold, sell, deal with or dispose
of shares, stock or securities of any such company, and to guarantee the
contracts or liabilities of, or the payment of dividends, interest or capital on
any shares, stock or securities of and to subsidise or otherwise assist any such
company.

      (27) To establish or promote or concur in establishing or promoting any
other company whose objects shall include the acquisition and taking over of all
or any of the assets and liabilities of the Company or the promotion of which
shall be any manner calculated to advance directly or indirectly the objects or
interests of the Company, and to acquire and hold or dispose of shares, stocks
or securities of and guarantee the payment of dividends, interest or capital on
any shares, stock or securities issued by or any other obligations of any such
company.


                                       4-
<PAGE>

      (28) To amalgamate with any other company whose objects are or include
objects similar to those of the Company, whether by sale or purchase, for fully
or partly paid up shares or otherwise, of the undertaking, subject to the
liabilities of this or any such other company as aforesaid, with or without
winding up, or by sale or purchase (for fully or partly paid-up shares or
otherwise) of all or a controlling interest in the shares or stock of this or
any such other company as aforesaid, or by partnership, or any arrangement of
the nature of partnership, or in any other manner.

      (29) To borrow or raise or secure the payment of money for the purposes
of or in connection with the Company's business in such manner and on such terms
as the Company may think fit.

      (30) To mortgage and charge the undertaking and all or any of the movable
and immovable property and assets, present or future, and all or any of the
uncalled capital for the time being of the Company, and to issue at par or at a
premium or discount and for such consideration and with and subject to such
rights, powers, privileges and conditions as may be thought fit, debentures or
debenture stocks and further to secure any securities of the Company by a trust
deed or other assurance.

      (31) To receive money on deposit or loan upon such terms as the Company
may approve.

      (32) To do all or any of the above things in any part of the world and
either as principals, agents, contractors or otherwise and either alone or in
conjunction with others and either by or through local managers, agents,
trustees or otherwise.

      (33) To make donations for patriotic or for charitable purposes.

      (34) To provide for the welfare of employees or ex-employees of the
Company and the wives and families or the dependants or relatives of such
persons in such manner as the Company shall think fit and in particular by
building or contributing to the building of houses or dwellings or by grants of
money, pensions, allowances, bonuses or other payments or by creating and from
time to time subscribing or contributing to provident and other associations,
institutions, funds or trusts and by providing, subscribing for, or contributing
towards places of instruction and recreation, hospitals and dispensaries,
medical and other attendances and other assistance as the Company shall think
fit.

      (35) To do all such other things as in the opinion of the Company are
incidental to or conducive to the attainment of any of the above objects or any
objects of a like or similar nature.

The objects specified in each paragraph of this clause shall, unless otherwise
expressed in such paragraph, be in no wise limited or restricted by reference to
or inference from the terms of any other paragraph or group of paragraphs and
shall be capable of being pursued as an independent object and either alone or
in conjunction with all or any one or more of the other objects specified in the
same or in any other paragraph or group of paragraphs and the discontinuance or
abandonment of all of any of the businesses or objects hereinbefore referred to
shall not prevent the Company from carrying on any other business authorised to
be carried on by the Company and it is hereby expressly declared that in the
interpretation of this clause the meaning of any of the Company's objects shall


                                       5-
<PAGE>

not be restricted by reference to any other object or by the juxtaposition of
two or more of them and that in the event of any ambiguity this clause shall be
construed in such a way as to widen and not to restrict the powers of the
Company.

And it is hereby further declared that the word "company" in this clause except
where used in reference to the Company shall wherever the context so permits be
deemed to include any corporation (wherever incorporated) partnership or other
body of persons whether incorporated or not, and whether domiciled in the
Republic of Singapore or elsewhere.

      148. The liability of the members of the Company is limited.

149.        The authorised share capital of the Company is $100,000.00 divided
      into 100,000 shares of $1.00 each. The shares in the original or any
      increased capital may be divided into several classes and there may be
      attached thereto respectively any preferential deferred qualified or other
      special rights, privileges, conditions or restrictions as to dividend,
      capital, voting or otherwise.



                                       6-
<PAGE>

      WE, the several persons whose names and addresses are subscribed, are
desirous of being formed into a company in pursuance of this Memorandum of
Association, and we respectively agree to take the number of shares in the
capital of the Company set opposite our respective names.

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

Names, Addresses and                               Number of
Occupations of                                     Shares taken
Subscribers                                        by each Subscriber

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

ONG KIAN MIN                                       One
16-D Chatsworth Road
Singapore 249778

Advocate & Solicitor


YONG WEI LING IVY                                  One
Blk 667A Jurong West St 65
#13-119
Singapore 641667

Advocate & Solicitor


--------------------------------------------------------------------------------
Total number of shares taken                       Two

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

Dated this 14th day of January 2000



Witness to the above signatories:                  WENDY LEE SU LIN
                                                   Advocate & Solicitor
                                                   1 Robinson Road #18-00
                                                   AIA Tower
                                                   Singapore  048542


                                       7-

<PAGE>

                                 EXHIBIT 3.2(d)

                       Form of Additional Investor Letter

                                __________, 2000

[Name of Investor]
[Address]

Attention:     [Mr./Ms. _____________]
               [Title]

               Re:  Softbank China Holdings Pte., Ltd.

Dear_________________________:


      This is to confirm our agreement regarding the issuance by Softbank China
Holdings Pte., Ltd. (the "Company")] of _______ ordinary shares (the "Shares")
representing a ___% equity ownership interest in the Company to __________
("Investor"). All capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to such terms in the Joint Venture Agreement with
respect to the Company dated as of May _, 2000 between SOFTBANK Corp. and UT
Starcom, Inc.

      1. Purchase and Sale. Subject to the terms and conditions set forth in
this agreement (the "Agreement"), Investor hereby agrees to purchase from the
Company and the Company hereby agrees to issue to Investor at the Closing
(defined below), the Shares for the aggregate amount of $__________ (the
"Purchase Price"), representing a per Share price of $__________.

      2. Closing. The closing of the purchase and sale of the Shares (the
"Closing") shall take place at the offices of Morrison & Foerster LLP, AIG
Building, 1lth Floor, 1-1-3 Marunouchi, Chiyoda-ku, Tokyo, Japan, at 10:00 a.m.
on ________, 2000, or at such other time and place as the Company and Investor
shall agree (the "Closing Date").

      3. Delivery. Subject to the terms and conditions of this Agreement, at
the Closing, the Company shall deliver to Investor share certificates
representing the Shares, against Investor's delivery of written confirmation of
Investor's payment of the Purchase Price to the Company by wire transfer of
Japanese yen in immediately available funds to the following account:

        Bank name and branch:___________________
        Bank address:___________________________
        Bank telephone:_________________________
        Account number:_________________________
        Account name:___________________________
        Swift #:________________________________

<PAGE>

      Promptly following the Closing Date, Company shall issue share
certificates representing the Shares to Investor.

      4. Representations and Warranties.

            (a) Representations and Warranties of the Company. The Company
hereby represents and warrants to Investor that as of the date hereof and as of
the Closing Date, that the following statements are and shall be true and
correct:

                  (i) Organization. The Company is a corporation duly
organized and validly existing under the laws of Singapore, and has the
corporate power and authority to enter into and perform this Agreement.

                  (ii) Authorization. All corporate action on the part of the
Company necessary for the authorization, execution and delivery of this
Agreement and for the performance of all of its obligations hereunder has been
taken, and this Agreement when fully executed and delivered, shall constitute a
valid, legally binding and enforceable obligation of the Company.

                  (iii) Government and Other Consents. No consent,
authorization, license, permit, registration or approval of, or exemption or
other action by, any domestic or foreign government, governmental authority,
court, tribunal, agency or other regulatory, administrative or judicial agency,
commission or organization, and any subdivision, branch or department of any of
the foregoing (a "Governmental Authority"), or any natural individual,
Governmental Authority, partnership, firm, corporation or other business
association (a "Person"), is required in connection with the Company's
execution, delivery and performance of this Agreement, or if any such consent is
required, the Company has satisfied the applicable requirements.

                  (iv) Effect of Agreement. The Company's execution, delivery
and performance of this Agreement will not (A) violate the articles of
incorporation of the Company or any provision of any applicable statute, rule,
law, rule, regulation, directive, treaty, judgment, order, decree or injunction
of any Governmental Authority ("Applicable Law"), (B) violate any judgment,
order, writ, injunction or decree of any court applicable to the Company, (C)
have any effect on the compliance of the Company with any applicable licenses,
permits or authorizations which would materially and adversely affect the
Company, (D) result in the breach of, give rise to a right of termination,
cancellation or acceleration of any obligation with respect to (presently or
with the passage of time), or otherwise be in conflict with any term of, or
affect the validity or enforceability of, any agreement or other commitment to
which the Company is a party and which would materially and adversely effect the
Company, or (E) result in the creation of any lien, pledge, mortgage, claim,
charge or encumbrance upon any assets of the Company.

                  (v) Litigation. There are no actions, suits or proceedings
pending or, to the Company's knowledge, threatened, against the Company before
any Governmental Authority which question the Company's right to enter into or
perform this Agreement, or which question the validity of this Agreement.


                                      -2-
<PAGE>

                  (vi) Valid Issuance of the Shares. The Shares, when issued,
sold and delivered in accordance with the terms of this Agreement for the
consideration expressed herein, will be duly and validly issued, and upon
Investor's payment of the Purchase Price, will be fully paid and nonassessable,
and will be free of restrictions on transfer other than restrictions on transfer
under this Agreement and under Applicable Law.

            (b) Representations and Warranties of Investor. Investor hereby
represents and warrants to the Company that as of the date hereof and as of the
Closing Date, that the following statements are and shall be true and correct:

                  (i) Organization. Investor is duly organized and validly
existing under the laws of [__________] and has the requisite power and
authority to enter into and perform this Agreement.

                  (ii) Authorization. All corporate or other action on the part
of Investor necessary for the authorization, execution and delivery of this
Agreement and for the performance of all of its obligations hereunder has been
taken, and this Agreement, when fully executed and delivered, shall constitute a
valid, legally binding and enforceable obligation of Investor.

                  (iii) Government and Other Consents. No consent,
authorization, license, permit, registration or approval of, or exemption or
other action by, any Governmental Authority, or any other Person, is required in
connection with Investor's execution, delivery and performance of this
Agreement, or if any such consent is required, Investor has satisfied any
applicable requirements.

                  (iv) Effect of Agreement. Investor's execution, delivery and
performance of this Agreement will not (A) violate its organizational documents
or any provision of Applicable Law, (B) violate any judgment, order, writ,
injunction or decree of any court applicable to Investor, (C) have any effect on
the compliance of Investor with any applicable licenses, permits or
authorizations which would materially and adversely affect Investor, (D) result
in the breach of, give rise to a right of termination, cancellation or
acceleration of any obligation with respect to (presently or with the passage of
time), or otherwise be in conflict with, any term of, or affect the validity or
enforceability of any agreement or other commitment to which Investor is a party
and which would materially and adversely affect Investor, or (E) result in the
creation of any lien, pledge, mortgage, claim, charge or encumbrance upon any
assets of Investor.

                  (v) Litigation. There are no actions, suits or proceedings
pending or, to Investor's knowledge, threatened, against Investor before any
Governmental Authority which question Investor's right to enter into or perform
this Agreement, or which question the validity of this Agreement.

                  (vi) Investment Intent, Investment Experience. The Shares will
be acquired solely for investment purposes, for Investor's own account, not as a
nominee or agent, and not with a view to the resale or distribution of any part
thereof, except as expressly permitted hereby. Investor believes it has acquired
sufficient information about the Company to reach an informed decision to
purchase the Shares. Investor has such business and financial experience as is
required


                                      -3-
<PAGE>

to give it the capacity to protect its own interest in connection with the
purchase of the Shares. Investor acknowledges and agrees that the Shares are
being offered in a transaction not involving any public offering in Japan or the
United States.

      5. Closing Conditions.

            (a) Investor's obligation to purchase the Shares at the Closing
are subject to the fulfillment or waiver by the Company of the following
conditions: (i) the representations and warranties made by the Company above
shall be true and correct in all material respects when made and on the Closing
Date with the same force and effect as if they had been made on and as of such
date, and (ii) all covenants, agreements and conditions contained in this
Agreement to be performed by the Company on or prior to the Closing Date shall
have been performed in accordance with the terms hereof.

            (b) The Company's obligation to issue the Shares to Investor at
the Closing are subject to the fulfillment or waiver by Investor of the
following conditions: (i) the representations and warranties made by Investor
above shall be true and correct in all material respects when made and on the
Closing Date with the same force and effect as if they had been made on and as
of such date, and (ii) all covenants, agreements and conditions contained in
this Agreement to be performed by Investor on or prior to the Closing Date shall
have been performed in accordance with the terms hereof.

      6. Additional Agreements.

            (a) Investor agrees that it will vote all of the Shares, and all
other shares of ordinary shares and other securities of the Company
("Securities") now or hereafter owned by it, as directed by SOFTBANK Corp.
("SOFTBANK") from time to time. Investor's obligations pursuant to this
paragraph shall terminate upon the closing of the Company's initial public
offering.

            (b) Investor agrees to hold its Securities and, except as
permitted pursuant to this paragraph, not to sell, transfer, assign, hypothecate
or in any way alienate any of its Securities or any right or interest therein
except a sale to a wholly-owned subsidiary of Investor (in which case Investor
shall forward a written notice (a "Notice") to SOFTBANK at least 30 days in
advance of the proposed sale and provide such information relating thereto
SOFTBANK may reasonably request). In the event that SOFTBANK proposes to sell
all of its Securities, it may elect, by forwarding a Notice to Investor, to
require Investor to include all of its Securities in the proposed sale, on the
same terms and conditions applicable to the sale by SOFTBANK. The rights granted
pursuant to this paragraph shall terminate upon the closing of Company's initial
public offering.

            (c) Investor agrees that, if it commits a material breach of this
Agreement, and such breach continues for a period of thirty (30) days after the
delivery of written notice of the default, SOFTBANK shall have the right, but
not the obligation, to purchase all of the Shares and all other Securities then
owned by Investor for the purchase price at which Investor acquired such
Securities. SOFTBANK may exercise such right by forwarding a written notice of
election to Investor. Such right shall be assignable by SOFTBANK in its
discretion and shall be in addition to, and shall not limit in any respect, any
remedies available under Applicable Law.


                                      -4-
<PAGE>

      7. Miscellaneous. (a) This Agreement shall be governed by, and
construed in accordance with, the laws of Japan. (b) The representations,
warranties, covenants and agreements made herein shall survive the Closing. (c)
The rights and obligations hereunder may not be assigned or delegated by
Investor without SOFTBANK's prior written consent, except by Investor to a
wholly-owned subsidiary in connection with a sale of Securities in accordance
with paragraph 6(b). The provisions hereof shall inure to the benefit of, and be
binding upon, the successors and permitted assigns of the parties hereto. (d)
This Agreement constitutes the full and entire understanding and agreement
between the parties with regard to the subject matter hereof. Any term of this
Agreement may be amended and the observance of any term of this Agreement may be
waived, only with the written consent of SOFTBANK and Investor. (e) Investor
agrees to maintain in confidence and not to disclose the existence. and terms of
this Agreement and of discussions regarding the transactions contemplated
hereby, except for disclosure to its employees, financial or legal advisors on a
"need to know" basis. (f) In the event that any provision of this Agreement is
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
(g) This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.
Execution and delivery of this Agreement by exchange of facsimile copies bearing
the facsimile signature of a party hereto shall constitute a valid and binding
execution and delivery of this Agreement by such party.


                                      -5-
<PAGE>

      If the foregoing is consistent with the Investor's understanding, please
sign this Agreement where indicated below and return to SOFTBANK the Company a
fully-executed original.

      Very truly yours,
      SOFTBANK CHINA HOLDINGS PTE., LTD.


      By:____________________________
      Name:__________________________
      Title:_________________________


      [INVESTOR]


      _______________________________


      By:____________________________
      Name:__________________________
      Title:_________________________
      Date:_______________, 2000


      acknowledged:

      SOFTBANK CORP.


      By:____________________________
      Name:__________________________
      Title:_________________________
</TEXT>
</DOCUMENT>
