3COM CORP
EX-10.55 BORROWER CHARGE OVER BANK ACCOUNTS DATED MARCH 22, 2007
<DOCUMENT>
<TYPE>EX-10.55
<SEQUENCE>11
<FILENAME>b659553cexv10w55.txt
<DESCRIPTION>EX-10.55 BORROWER CHARGE OVER BANK ACCOUNTS DATED MARCH 22, 2007
<TEXT>
<PAGE>

                                                                  Exhibit 10.55

                                                                  CONFORMED COPY

                               DATED 22 March 2007

                              H3C HOLDINGS LIMITED

                                       and

             INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED

                                   ----------

                                 BORROWER CHARGE
                               OVER BANK ACCOUNTS

                                   ----------

                                Slaughter and May
                               47/F, Jardine House
                               One Connaught Place
                               Central, Hong Kong
                                   (RMGG/AHLL)

                                   HK070110041

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
1.  INTERPRETATION AND DEFINITIONS                                            1
2.  COVENANT TO PAY AND NATURE OF SECURED INDEBTEDNESS                        3
3.  CHARGE                                                                    3
4.  RESTRICTIONS ON WITHDRAWALS                                               4
5.  PERFECTION; PROTECTION OF SECURITY AND CRYSTALLISATION OF
    FLOATING CHARGE                                                           5
6.  PRESERVATION OF RIGHTS                                                    7
7.  REPRESENTATIONS AND WARRANTIES                                           10
8.  COVENANTS AND UNDERTAKINGS                                               12
9.  DEFAULT PROCEDURE                                                        13
10. ENFORCEMENT                                                              13
11. RELEASE                                                                  15
12. PROTECTION OF PURCHASERS                                                 17
13. APPOINTMENT OF RECEIVER                                                  17
14. POWER OF ATTORNEY                                                        19
15. SET-OFF AND CURRENCY                                                     20
16. STAMP DUTY AND TAXES                                                     21
17. AMENDMENTS                                                               22
18. APPLICATION TO COURT                                                     22
19. PARTIAL INVALIDITY                                                       22
20. NOTICES                                                                  22
21. ASSIGNMENT                                                               23
22. COSTS AND EXPENSES                                                       23
23. CERTIFICATES  AND DETERMINATIONS                                         24
</TABLE>

<PAGE>

<TABLE>
<S>                                                                         <C>
24. GOVERNING LAW                                                            24
25. JURISDICTION                                                             24
26. EXECUTION AND COUNTERPARTS                                               25
SCHEDULE 1 NOTICE OF CHARGE                                                  26
SCHEDULE 2 FORM OF ACKNOWLEDGEMENT                                           28
</TABLE>
<PAGE>

BORROWER CHARGE OVER BANK ACCOUNTS

DATE: 22 March 2007

PARTIES:

(1)  H3C HOLDINGS LIMITED a company incorporated in the Cayman Islands
     (registered in the Cayman Islands no. MC-180539) whose registered office is
     at PO Box 309GT, Ugland House, South Church Street, George Town, Grand
     Cayman, Cayman Islands (the "CHARGOR"); and

(2)  INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED a limited liability
     company incorporated under the laws of Hong Kong whose registered office is
     at 33rd Floor, ICBC Tower, 3 Garden Road, Central, Hong Kong (the
     "COLLATERAL AGENT" as agent and trustee for the Secured Parties).

WHEREAS:

(A)  By the Facility Agreement, the Lenders have agreed to make Term Loans to
     the Chargor upon the terms and subject to the conditions contained therein.

(B)  As security for the Chargor's obligations under the Facility Agreement, the
     Chargor has agreed to enter into this Deed.

NOW THIS DEED WITNESSES as follows:

1.   INTERPRETATION AND DEFINITIONS

1.1  DEFINITIONS

     In this Deed:-

     "ACCOUNTS" means the Debt Service Account, the Debt Service Investment
     Accounts and the Debt Service Reserve Accounts.

     "BUSINESS DAY" means a day (other than a Saturday or a Sunday) on which
     banks are generally open for business in Hong Kong.

     "CHARGE" means all or any of the security created, or which may at any time
     be created, under or pursuant to this Deed.

     "CONVEYANCING AND PROPERTY ORDINANCE" means the Conveyancing and Property
     Ordinance (Chapter 219 of the Laws of Hong Kong).

     "DEBT SERVICE ACCOUNT" means the US dollar current account (number
     [PERSONAL INFORMATION OMITTED FOR SECURITY PURPOSES] designated " H3C
     Holdings Limited " of the Chargor opened and maintained with the Deposit
     Bank, and includes any renewal or re-designation thereof.

SPV Charge on Cash Deposits

<PAGE>

                                        2


     "DEBT SERVICE DEPOSIT" means all balances now or at any time in future
     standing to the credit of the Debt Service Account, all debts from time to
     time represented by such credit balances and all other rights of the
     Chargor accruing or arising in relation to the Debt Service Account.

     "DEBT SERVICE INVESTMENT ACCOUNTS" means any account or accounts of the
     Chargor, opened and maintained with the Deposit Bank, and which is or are
     opened pursuant to section 5.21 of the Facility Agreement.

     "DEBT SERVICE INVESTMENT ACCOUNTS DEPOSIT" means all investments and
     balances now or at any time in future standing to the credit of the Debt
     Service Investment Accounts, all debts from time to time represented by
     such investments or credit balances and all other rights of the Chargor
     accruing or arising in relation to the Debt Service Investment Accounts.

     "DEBT SERVICE RESERVE ACCOUNTS" means i) the US dollar current account
     (number [PERSONAL INFORMATION OMITTED FOR SECURITY PURPOSES] designated "
     H3C Holdings Limited ") of the Chargor opened and maintained with the
     Deposit Bank, and includes any renewal or re-designation thereof; and ii)
     the Debt Service Reserve Investment Accounts.

     "DEBT SERVICE RESERVE DEPOSIT" means all investments and balances now or at
     any time in future standing to the credit of the Debt Service Reserve
     Accounts, all debts from time to time represented by such investments or
     credit balances and all other rights of the Chargor accruing or arising in
     relation to the Debt Service Reserve Accounts.

     "DEBT SERVICE RESERVE INVESTMENT ACCOUNTS" means any account or accounts
     (the designation of which includes the words "Debt Service Reserve
     Investment Account") of the Chargor opened and maintained with the Deposit
     Bank pursuant to section 5.21 of the Facility Agreement

     "DEPOSITS" means the Debt Service Deposit, the Debt Service Investment
     Accounts Deposit and the Debt Service Reserve Deposit.

     "DEPOSIT BANK" means Industrial and Commercial Bank of China (Asia)
     Limited.

     "FACILITY AGREEMENT" means the senior secured credit and guaranty agreement
     dated 22 March 2007 and signed by or on behalf of, amongst others, the
     Chargor and the Collateral Agent, as amended, supplemented and/or restated
     from time to time in any manner whatsoever.

     "PROCEEDINGS" means any proceeding, suit or action arising out of or in
     connection with this Deed and/or any other document referred to in this
     Deed.

     "RECEIVER" means a receiver appointed by or on behalf of the Collateral
     Agent under this Deed or pursuant to the Collateral Agent's statutory
     powers, and includes more than one such receiver and substituted receiver.

<PAGE>

                                        3


     "SECURED INDEBTEDNESS" means the moneys, liabilities and obligations
     (whether actual or contingent and whether owed jointly and severally or in
     any other capacity whatsoever) of the Chargor which are, or are expressed
     to be, or may at any time in the future be due and owing to the Collateral
     Agent (whether for its own account or as agent or trustee for the Secured
     Parties) or to any of the Secured Parties under or in connection with the
     Facility Agreement together with all costs, charges and expenses incurred
     by the Collateral Agent or any Secured Party which are, or are expressed to
     be, or may become due and owing by the Chargor under or in connection with
     the Facility Agreement.

1.2  DEFINITIONS IN THE FACILITY AGREEMENT

     Unless a contrary indication appears, a term used in the Facility Agreement
     has the same meaning when used in this Deed.

1.3  CONVEYANCING AND PROPERTY ORDINANCE

     In the context of the rights, powers, privileges, discretions and
     immunities conferred on the Collateral Agent, any Receiver or any Attorney
     (as defined in Clause 14 (Power of Attorney), references to "mortgage" and
     "mortgaged land" in any provision of the Conveyancing and Property
     Ordinance shall, for the purposes of this Deed, be deemed to be references
     to the Charge and the Deposits respectively.

2.   COVENANT TO PAY AND NATURE OF SECURED INDEBTEDNESS

2.1  COVENANT TO PAY

     The Chargor hereby covenants with the Collateral Agent that it shall pay
     and discharge the Secured Indebtedness at the time or times and in the
     manner provided for in the Facility Agreement and the Chargor hereby
     creates the Charge in the Deposits in the manner and on the terms set out
     in Clause 3 (Charge).

2.2  NATURE OF SECURED INDEBTEDNESS

     Each conveyance, transfer, assignment and charge hereunder expressed to be
     to, each undertaking and agreement hereunder expressed to be to or with,
     and each representation and warranty hereunder expressed to be given to,
     the Collateral Agent is to, with or, as the case may be, given to the
     Collateral Agent for itself and as agent and trustee for the Secured
     Parties from time to time. Without prejudice to the generality of the
     foregoing or Clause 1.2 (Definitions in the Facility Agreement), any
     reference in this Deed to the Chargor, the Collateral Agent or any Secured
     Party shall be construed so as to include their respective successors and
     permitted assigns or transferees.

3.   CHARGE

     As continuing security for the full and punctual payment, performance and
     discharge of all Secured Indebtedness, the Chargor, as beneficial owner and
     free from any other security interest:

<PAGE>

                                        4


     (A)  charges by way of first fixed charge the Debt Service Deposit and the
          Debt Service Investment Accounts Deposit in favour of the Collateral
          Agent; and

     (B)  charges by way of first floating charge the Debt Service Reserve
          Deposit in favour of the Collateral Agent.

4.   RESTRICTIONS ON WITHDRAWALS

4.1  PAYMENTS OUT OF THE ACCOUNTS

     (A)  The Collateral Agent shall for so long as an Event of Default shall
          not have occurred and be continuing be entitled to withdraw the Debt
          Service Deposit or any part thereof from the Debt Service Account,
          and/or the Debt Service Investment Accounts Deposit from the Debt
          Service Investment Accounts, in a manner and at a time or times
          provided for in, and in an amount or amounts calculated in accordance
          with, the Facility Agreement. Such withdrawals shall be applied by the
          Collateral Agent in discharge of the Secured Indebtedness in
          accordance with sections 2.8, 2.12, 2.13, 2.14 and 2.16(b) of the
          Facility Agreement.

     (B)  The Chargor shall for so long as an Event of Default shall not have
          occurred and be continuing be entitled to require the Collateral Agent
          to use all or any part of the balance standing to the credit of the
          Debt Service Account and/or the Debt Service Investment Accounts
          towards any discharge of the Secured Indebtedness in accordance with
          sections 2.8, 2.12, 2.13, 2.14 and 2.16(b) of the Facility Agreement
          and the Collateral Agent shall thereupon discharge such Secured
          Indebtedness.

     (C)  The Chargor shall for so long as an Event of Default shall not have
          occurred and be continuing be entitled to require the Collateral Agent
          to use all or any part of the balance standing to the credit of the
          Debt Service Account towards any investment in Cash Equivalents (or
          such other investments as agreed by the Collateral Agent), and the
          Collateral Agent shall thereupon make such investment in such Cash
          Equivalents (or such other agreed investments) in the name of the
          Chargor, provided always that any such investments may only be made
          through the Debt Service Investment Accounts and subject to the fixed
          charge set out in Clause 3(A) of this Deed.

     (D)  The Collateral Agent shall however be entitled to decline to make any
          such discharge or investment as is mentioned in Sub-clauses (B) or (C)
          above if to do so would prevent the withdrawal and application of any
          amount in accordance with Sub-clause (A).

     (E)  All interest accruing on the Debt Service Account and the Debt Service
          Investment Accounts shall be transferred to the credit of the Debt
          Service Reserve Accounts by the Collateral Agent as and when credited
          to the Debt Service Account or, as the case may be, the Debt Service
          Investment Accounts.

<PAGE>

                                        5


     (F)  Other than pursuant to Sub-clauses (A) to (C), no amount may be
          withdrawn from the Debt Service Account or the Debt Service Investment
          Accounts by the Chargor without the prior written consent of the
          Collateral Agent.

     (G)  The Chargor shall for so long as an Event of Default shall not have
          occurred and be continuing be entitled to withdraw from the Debt
          Service Reserve Accounts without consent from the Collateral Agent:

               (a)  the entire balance standing to the credit of the Debt
                    Service Reserve Accounts for purposes of satisfying payment
                    to Seller for the Acquisition and to pay any transaction
                    costs, fees and expenses arising in connection with the
                    Acquisition; and

               (b)  at any time any amount to be applied by it for any purpose
                    in the ordinary course of business not prohibited by the
                    Facility Agreement,

          and apply the withdrawn amounts for such purposes.

     (H)  Other than as permitted in Clause 4.1(G), no amount may be withdrawn
          from the Debt Service Reserve Account by the Chargor without the prior
          written consent of the Collateral Agent.

5.   PERFECTION; PROTECTION OF SECURITY AND CRYSTALLISATION OF FLOATING CHARGE

5.1  NOTICE OF CHARGE

     Immediately after execution of this Deed and immediately upon the opening
     of any Debt Service Investment Account or Debt Service Reserve Investment
     Account pursuant to section 5.21 of the Facility Agreement, the Chargor
     shall give notice (in or substantially in the form of Schedule 1 (Notice of
     Charge) (or as otherwise approved by the Collateral Agent)), duly
     completed, to the Deposit Bank, and shall procure that the Deposit Bank
     promptly acknowledges that notice in writing to the Collateral Agent in or
     substantially in the form of Schedule 2 (Form of Acknowledgement) (or as
     otherwise approved by the Collateral Agent).

5.2  INSTRUCTIONS TO DEPOSIT BANK

     The Chargor irrevocably authorises the Collateral Agent to give the Deposit
     Bank all instructions and notices which the Collateral Agent may from time
     to time and in its absolute and uncontrolled discretion consider necessary
     or appropriate in relation to any of the matters contemplated by this Deed
     including, but without limitation, withdrawals from the Accounts and the
     enforcement of the Charge.

5.3  FURTHER ASSURANCES

     The Chargor shall, at the request of the Collateral Agent but at its own
     cost, promptly take whatever action the Collateral Agent may from time to
     time require to:

<PAGE>

                                        6


     (a)  ensure that the Charge is and remains valid, legally binding and
          enforceable;

     (b)  perfect, preserve or protect the Charge and the priority of the
          Charge; and

     (c)  facilitate the exercise of any and all of the rights, powers and
          discretions vested or intended to be vested in the Collateral Agent by
          or pursuant to this Deed and to facilitate the realisation of the
          Deposits,

     and for such purposes it shall in particular, but without limitation,
     execute all such documents, transfers, conveyances, assignments and
     assurances in respect of the Deposits, and give all such notices, orders,
     instructions and directions as the Collateral Agent or any Receiver may
     consider necessary or expedient.

5.4  PART CRYSTALLISATION

     The Collateral Agent shall be entitled at any time by notice in writing to
     the Chargor after an Event of Default to convert the floating charge
     created by Clause 3(B) into a fixed charge affecting all the property and
     assets which for the time being are the subject of such floating charge or,
     as the case may be, such of the said property and assets as are specified
     in such notice.

5.5  AUTOMATIC CRYSTALLISATION

     Notwithstanding Clause 5.4 (Part Crystallisation) and without prejudice to
     any rule of law which may have a similar effect, the floating charge
     created by Clause 3(B) shall automatically be converted with immediate
     effect into a fixed charge as regards all the property and assets subject
     to the floating charge and without notice from the Collateral Agent to the
     Chargor on:

     (A)  the presentation of a petition for the compulsory winding up of the
          Chargor;

     (B)  the convening of a meeting for the passing of a resolution for the
          voluntary winding up of the Chargor;

     (C)  the presentation or making of an application for a warrant of
          execution, writ of fieri facias, garnishee order or charging order in
          respect of any material part of the property or assets of the Chargor
          subject to the floating charge which is not discharged within 60 days;

     (D)  the Chargor creating or permitting any Lien over or with respect to
          any of the Charged Property, or attempting to do so without the prior
          consent of the Collateral Agent (other than as permitted by the
          Facility Agreement); or

     (E)  the Security becoming enforceable in accordance with Clause 9 (Default
          Procedure).

5.6  RECONVERSION OF CRYSTALLISED ASSETS

     The Collateral Agent may by notice in writing to the Chargor re-convert any
     of the assets which has become subject to a fixed charge pursuant to
     Clauses 5.4 (Part

<PAGE>

                                        7


     Crystallisation) or 5.5 (Automatic Crystallisation) so that such asset
     shall again be subject to the floating charge specified in Clause 3(B)
     provided that the floating charge over any asset re-converted under this
     Clause 5.6 (Reconversion of Crystallised Assets) shall be subject to the
     further operation of Clauses 5.4 (Part Crystallisation) or 5.5 (Automatic
     Crystallisation).

6.   PRESERVATION OF RIGHTS

6.1  SECURITY ADDITIONAL

     The security created by this Deed and the rights given to the Collateral
     Agent under this Deed shall be in addition to and shall be independent of
     every guarantee, indemnity or other security which the Collateral Agent may
     at any time hold for the Secured Indebtedness and it is hereby declared
     that no prior security held by the Collateral Agent over the whole or any
     part of the Deposits shall merge in the Charge.

6.2  SECURITY CONTINUING

     The Deposits shall be a continuing security notwithstanding the winding-up
     or dissolution of the Chargor or any partial payment, settlement of account
     or other matter whatsoever and in particular (but without prejudice to the
     generality of the foregoing) shall not be considered satisfied by any
     intermediate repayment in satisfaction of all or any of the Secured
     Indebtedness and shall continue in full force and effect until the Secured
     Indebtedness has been discharged and satisfied in full.

6.3  INDULGENCE AND RELEASE

     The Collateral Agent may (with the prior written consent of the Requisite
     Lenders) in its discretion grant time or other indulgence, or make any
     other arrangement, variation or release with, the Chargor or any other
     person (whether or not party hereto and whether or not jointly liable with
     the Chargor) in respect of the Secured Indebtedness or of any other
     security therefor or guarantee in respect thereof without prejudice either
     to the Deposits or to the liability of the Chargor for the Secured
     Indebtedness.

6.4  RIGHTS CUMULATIVE

     The rights, powers and remedies provided in this Deed are cumulative and
     are not, nor are they to be construed as, exclusive of any rights, power or
     remedies provided by law.

6.5  SECURITY NOT AFFECTED

     Neither the Security nor any of the rights, powers and remedies conferred
     upon the Collateral Agent or any Receiver (or their respective delegates)
     by this Deed or by law nor the liability of the Chargor hereunder shall be
     discharged, impaired or otherwise affected by:

     (a)  any time, waiver or consent granted, or any other indulgence or
          concession granted, by the Collateral Agent or any other Secured Party
          to the Chargor or any other person; or

<PAGE>

                                        8


     (b)  the taking, holding, variation, compromise, exchange, renewal,
          realisation or release by the Collateral Agent or any other Secured
          Party or any other person of any rights under or in connection with a
          Credit Document, any other security, guarantee, indemnity or other
          document; or

     (c)  the refusal or failure to take up, hold, realise, perfect or enforce
          by the Collateral Agent or any other Secured Party or any other person
          any rights under or in connection with a Credit Document, any other
          security, guarantee, indemnity or other document (including, without
          limitation, any failure to comply with any formality or other
          requirement or any failure to realise the full value of any security);
          or

     (d)  the existence of any claim, set-off or other right which the Chargor
          may have at any time against the Collateral Agent or any other Secured
          Party or any other person; or

     (e)  the making or absence of any demand for payment or discharge of any
          Secured Indebtedness on the Chargor or any other person, whether by
          the Collateral Agent or any other Secured Party or any other person;
          or

     (f)  any arrangement, compromise or settlement entered into by the
          Collateral Agent or any other Secured Party with the Chargor or any
          other person; or

     (g)  any postponement, discharge, reduction, non-provability or other
          similar circumstance affecting any obligation of the Chargor under a
          Credit Document resulting from any insolvency, liquidation or
          dissolution proceedings or from any law, regulation or order; or

     (h)  any variation, amendment, waiver, release, novation, supplement,
          extension (whether of maturity or otherwise) or restatement (in each
          case however fundamental and of whatsoever nature) or replacement of
          any Credit Document, or any other security, guarantee, indemnity or
          other document; or

     (i)  any amendment, variation, novation, supplementation or replacement of
          any agreement between the Secured Parties; or

     (j)  any unenforceability, illegality or invalidity of any obligation of
          any person under any Credit Document or any other security, guarantee,
          indemnity or other document; or

     (k)  any of the obligations of the Chargor under any of Credit Document or
          under any other Lien taken in respect of the obligations of the
          Chargor under any Credit Document being or becoming illegal, invalid,
          unenforceable, ineffective or impaired in any respect; or

     (l)  any amalgamation, merger or reconstruction that may be effected by the
          Collateral Agent with any other person or any sale or transfer of the
          whole or any part of the undertaking, property and assets of the
          Collateral Agent to any other person; or

<PAGE>

                                        9


     (m)  any amalgamation, merger or reconstruction (other than as part of a
          solvent reconstruction or amalgamation the terms of which have been
          approved by the Collateral Agent), reorganisation, administration,
          administrative or other receivership or dissolution or liquidation
          entry into a voluntary arrangement of the Chargor or any other person;
          or

     (n)  the insolvency, bankruptcy, winding-up or dissolution of the Chargor
          or any change in its status, function, control or ownership; or

     (o)  any change in the constitution of the Chargor; or

     (p)  any incapacity, lack of power, authority or legal personality of the
          Chargor to enter into or perform any of its obligations under any
          Credit Document to which it is a party or any irregularity in the
          exercise thereof or any lack of authority by any person purporting to
          act on their behalf; or

     (q)  any exercise, omission to exercise, compromise, renewal or release of
          any rights against the Chargor; or

     (r)  any invalidity or irregularity in the execution of this Deed or any
          other Credit Document; or

     (s)  any other act (save for an act of release and discharge granted by the
          Collateral Agent in accordance with this Agreement), event or omission
          which, but for this Clause 6.5 (Security Not Affected) might operate
          to discharge, impair or otherwise affect the Charge or the liability
          of the Chargor for the Secured Indebtedness or any of the rights,
          powers or remedies conferred upon the Collateral Agent or any Receiver
          (or their respective delegates) by this Deed or by law or the
          liability of the Chargor hereunder.

     Without prejudice to the generality of this Clause 6.5, the Chargor
     expressly confirms that it intends that its liability for the Secured
     Indebtedness and its obligations under this Deed shall extend from time to
     time to any variation, increase, extension, addition or replacement
     (however fundamental) of or to any of the Credit Documents and/or any
     facility or amount made available under any of the Credit Documents.

6.6  NO PREJUDICE TO OTHER SECURITY

     Nothing contained in this Deed is intended to, or shall operate so as to,
     prejudice or affect any guarantee, indemnity or other security of any kind
     whatsoever which the Collateral Agent may have for the Secured Indebtedness
     or any right, remedy or privilege of the Collateral Agent thereunder.

6.7  SCOPE OF RELEASE

     Any receipt, release or discharge of the Deposits or of any liability
     arising under this Deed may be given by the Collateral Agent and, unless
     expressly stated otherwise, shall not release or discharge the Chargor from
     any liability for the same or any other monies which may exist
     independently of this Deed. Where such receipt, release or discharge
     relates only to part of the Deposits, such receipt, release or discharge
     shall

<PAGE>

                                       10


     not prejudice or affect the Deposits in relation to the remainder of the
     Deposits, unless expressly stated otherwise.

6.8  NO CONDITIONS TO EXERCISE OF RIGHTS

     Neither the Collateral Agent nor any Receiver nor any of their respective
     delegates shall be obliged before exercising any of the rights, powers or
     remedies conferred upon them by this Deed or by law:

     (A)  to take any action or obtain judgment in any court against the
          Chargor;

     (B)  to make or file any claim or proof in a winding-up or dissolution of
          the Chargor; or

     (C)  to enforce or seek to enforce the recovery of any moneys and
          liabilities hereby secured or any other security taken in respect of
          any of the obligations of the Chargor under any of the Credit
          Documents.

6.9  NEW ACCOUNT

     At any time following (a) the Collateral Agent receiving notice (either
     actual or constructive) of any subsequent charge affecting the Charged
     Property or (b) the Collateral Agent receives notice of any assignment or
     disposition affecting all or any part of the Charged Property or any
     interest therein to which the Collateral Agent has not given its approval
     or (c) the commencement of the insolvency, administration, reorganisation,
     liquidation or dissolution of, or any analogous proceeding in respect of,
     of the Chargor, the Collateral Agent may open a new account in the name of
     the Chargor (whether or not it permits any existing account to continue).
     If the Collateral Agent does not open such a new account, it shall
     nevertheless be treated as if it had done so at the time when the notice
     was received or was deemed to have been received or, as the case may be,
     the insolvency, administration, reorganisation, liquidation, dissolution or
     other proceeding commenced. Thereafter, all payments made by the Chargor to
     the Collateral Agent or received by the Collateral Agent for the account of
     the Chargor shall be credited or treated as having been credited to the new
     account and shall not operate to reduce the amount secured by this Deed at
     the time when the Collateral Agent received or was deemed to have received
     such notice or, as the case may be, the insolvency, administration,
     reorganisation, liquidation, dissolution or other proceeding commenced.

6.10 FURTHER ADVANCES

     The security created by this Deed is intended to secure any further
     advances pursuant to the terms of the Facility Agreement.

7.   REPRESENTATIONS AND WARRANTIES

     The Chargor makes the represents and warrants that:

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                                       11


7.1  It is duly incorporated and validly existing under the laws of the Cayman
     Islands and it has the power and capacity to enter into this Deed and grant
     the Charge created hereunder.

7.2  Subject only to this Deed, it is the sole legal and beneficial owner of the
     Deposits and that the Deposits are free from any Lien and any interest or
     claims of third parties other than interest or claims arising by operation
     of law affecting companies generally and Permitted Liens.

7.3  The Charge is (subject to completion of all registrations required by law)
     a legal, valid, binding and enforceable first fixed charge over the Debt
     Service Deposit ranking in priority to the interests of any liquidator,
     administrator or creditor of the Chargor and a legal, valid, binding and
     enforceable first floating charge over the Debt Service Reserve Deposit.

7.4  The entry into and performance by it of, the creation of security under,
     and the transactions contemplated by, this Deed do not and will not
     conflict with:

     (A)  any law or regulation applicable to it;

     (B)  its constitutional documents; or

     (C)  any agreement or instrument binding upon or its Subsidiaries or any of
          its or its Subsidiaries' assets.

7.5  All authorisations and consents required or desirable to:

     (a)  enable it lawfully to enter into, exercise its rights and comply with
          its obligations under this Deed;

     (b)  permit the creation of security and ensure that (subject to completion
          of all registrations required by law) the Charge is a legal, valid,
          binding and enforceable first fixed charge over the Debt Service
          Deposit ranking in priority to the interests of any liquidator,
          administrator or creditor of the Chargor and a legal, valid, binding
          and enforceable first floating charge over the Debt Service Reserve
          Deposit; and

     (c)  make this Deed admissible in evidence in the courts of Hong Kong, the
          Cayman Islands and any other relevant jurisdictions,

     have been obtained or effected and are in full force and effect.

7.6  The above representations are made on the date of this Deed and are deemed
     to be repeated by the Chargor, with reference to the facts and
     circumstances then existing, on each day following the date of this Deed
     until the termination of the Facility Agreement or this Deed, whichever is
     later.

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                                       12


8.   COVENANTS AND UNDERTAKINGS

     The undertakings in this Clause 8 (Covenants and Undertakings) are given to
     the Collateral Agent by the Chargor and will remain in force from the date
     of this Deed for so long as any of the Secured Indebtedness is outstanding
     or any security interest created under this Deed has not been released or
     discharged.

8.1  AUTHORISATIONS

     It shall promptly:

     (a)  obtain, comply with and do all that is necessary to maintain in full
          force and effect; and

     (b)  supply certified copies to the Collateral Agent of,

     any authorisation required under any law of the Cayman Islands or any other
     relevant jurisdiction to enable it to create the Charge, and to enter into
     and perform its obligations under this Deed and to ensure the legality,
     validity, enforceability or admissibility in evidence in the Cayman Islands
     or any other relevant jurisdiction of this Deed and the Charge.

8.2  COMPLIANCE WITH LAWS

     It shall comply in all respects with all laws to which it may be subject,
     if failure so to comply would materially impair the Charge or its ability
     to perform its obligations under this Deed or would impose any liability or
     obligation on the Collateral Agent or any Secured Party.

8.3  INFORMATION

     It shall at all times give to the Collateral Agent such information as the
     Collateral Agent may reasonably require in respect of the Deposits for the
     purpose of the discharge of the trusts, powers, rights, duties, authorities
     and discretions vested in it hereunder or by operation of law.

8.4  ALTERATION OF THE ACCOUNTS

     It shall not, without the prior written consent of the Collateral Agent,
     alter any of the terms on which the Accounts exists with the Deposit Bank.

8.5  VALUE OF DEPOSITS

     It shall not to do or cause or permit to be done, or omit to do anything
     which may in any way jeopardise, adversely affect or diminish the value of
     the Deposits.

8.6  NEGATIVE PLEDGE

     It shall not create or permit to subsist, or attempt to create or permit to
     subsist, any security (other than the Charge) over the Deposits or the
     Accounts, without the prior

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                                       13


     written consent of the Collateral Agent (acting on the instructions of the
     Requisite Lenders).

8.7  DISPOSALS OF ASSETS

     It shall not enter into a single transaction or a series of transactions
     (whether related or not) and whether voluntary or involuntary to sell,
     transfer, assign, lease, licence or otherwise dispose of any interest in
     any of the Deposits or the Accounts (otherwise than pursuant to this Deed).

9.   DEFAULT PROCEDURE

     The Security shall become immediately enforceable:

     (A)  automatically upon the occurrence of any Event of Default described in
          sections 8.1(f) or 8.1(g) of the Facility Agreement (except with
          respect to Excluded Subsidiaries); and

     (B)  at the request of (or with the consent of) the Requisite Lenders and
          upon notice to the Borrower by the Administrative Agent, upon the
          occurrence of any other Event of Default (including those described in
          sections 8.1(f) or 8.1(g) of the Facility Agreement with respect to
          Excluded Subsidiaries).

10.  ENFORCEMENT

10.1 APPROPRIATION OF DEPOSITS

     Immediately upon and at any time after the Charge becomes enforceable, the
     Collateral Agent shall be entitled, and is hereby irrevocably and
     unconditionally authorised, without giving prior notice to the Chargor or
     obtaining the consent of the Chargor but at the cost of the Chargor, to
     require payment by the Deposit Bank to the Collateral Agent of the whole or
     any part of the Deposits and to appropriate the same in or towards payment
     of the Secured Indebtedness or any part thereof in such order set out in
     section 2.16(h) of the Facility Agreement.

10.2 FIXED PERIOD

     Clause 10.1 (Appropriation of Deposits) shall apply notwithstanding that
     the Deposits or any part thereof may have been made or deposited for a
     fixed period and that that period may not have expired.

10.3 STATUTORY POWERS

     No restrictions imposed by any applicable law on any immediate or other
     power of sale, application of proceeds or on any other right or on the
     consolidation of mortgages or other security interests shall apply to this
     Charge.

10.4 ENTITLEMENT TO PAY EXPENSES AND OUTGOINGS

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                                       14


     Subject to the order of priority of payments set out in section 2.16(h) of
     the Facility Agreement, the Collateral Agent may pay and discharge the
     expenses incurred (whether by the Collateral Agent, any Receiver or any
     other person) in the exercise of any of the powers conferred by Clause 10
     (Enforcement) or otherwise in respect of the Deposits and all outgoings
     which it shall think fit to pay out of the profits and income of the
     Deposits and the moneys received by it in carrying out any business as
     contemplated by Clause 10 (Enforcement) and may apply the residue of the
     said profits, income and moneys in the manner provided by section 2.16(h)
     of the Facility Agreement provided that any such expenses shall, in any
     event, to the extent not fully paid or discharged, form or shall be deemed
     to form part of the Secured Indebtedness.

10.5 NO WAIVER, REMEDIES CUMULATIVE

     No failure or delay on the part of the Collateral Agent or any Receiver to
     exercise any right, power or remedy under this Deed will operate as a
     waiver thereof nor will any single or partial exercise of any right, power
     or remedy preclude any other or further exercise thereof or the exercise of
     any other right, power or remedy. The rights, powers and remedies provided
     in this Deed are cumulative and not exclusive of any rights, powers and
     remedies provided by law.

10.6 WAIVERS TO BE IN WRITING

     Any waiver and any consent by the Collateral Agent under this Deed must be
     in writing, be express and not implied and may be given subject to any
     conditions which the Collateral Agent considers fit. Any waiver or consent
     shall be effective only in the instance and for the purpose for which it is
     given.

10.7 NO RESPONSIBILITY FOR LOSSES

     The Collateral Agent shall not be responsible for any loss or diminution in
     the value occasioned to the Deposits by any act or omission of the Chargor
     or any prior ranking encumbrancer or any other person.

10.8 NO RESPONSIBILITY FOR TAX

     The Collateral Agent shall have no responsibility whatsoever to any person
     as regards any deficiency which might arise because the Collateral Agent is
     subject to any tax, duties or levies in respect of the Deposits or any part
     thereof on any income therefrom or any proceeds thereof.

10.9 NO LIABILITY

     The Collateral Agent shall not be liable for any failure, omission or
     defect in perfecting the Charge or any security created by the Facility
     Agreement or any of the Credit Documents.

10.10 INCONSISTENCY AND CONFLICT

     To the maximum extent permitted by applicable law, where any inconsistency
     or conflict exists between the provisions of this Deed and the provisions
     of any applicable law

<PAGE>

                                       15


     (including without limitation the Conveyancing and Property Ordinance and
     the Trustee Ordinance (Chapter 29 of the Laws of Hong Kong)), the
     provisions of this Deed shall prevail and such inconsistent or conflicting
     provisions shall be deemed to be expressly negated or modified hereby
     provided that none of the foregoing shall be construed as a limitation on
     the powers of any Receiver.

10.11 NO EXEMPTION

     Nothing in this Deed shall exempt the Collateral Agent from or indemnify it
     against any liability which would by rule of law or otherwise attach to it
     in respect of any act of gross negligence or wilful default which it may
     have committed in relation to its duties and/or discretions under this
     Deed.

10.12 SUSPENDED ACCOUNT(S)

     All monies received, recovered or realised by the Collateral Agent or a
     Receiver under this Deed (including the proceeds of any conversion of
     currency) after the security created hereunder has become enforceable,
     except where such monies together with all other monies received, recovered
     or realised by the Collateral Agent or any Receiver under this Deed are
     sufficient to satisfy and discharge the Secured Indebtedness in full, may
     at the discretion of the Collateral Agent or the Receiver (provided that
     such action has first been approved by the Collateral Agent) be credited to
     any suspense or impersonal account in the name of the Collateral Agent at
     the Deposit Bank and may be held in such account for so long as the
     Collateral Agent may think fit (with interest accruing thereon at such
     market rate, if any, as the Collateral Agent may deem fit) pending their
     application from time to time (as the Collateral Agent shall be entitled to
     do in its discretion) in or towards satisfaction of the Secured
     Indebtedness in accordance with the terms of this Deed. Save as provided
     above, no party shall be entitled to withdraw any amount at any time
     standing to the credit of any such suspense or impersonal account.

11.  RELEASE

11.1 RELEASE OF DEPOSITS

     (A)  If the Collateral Agent is satisfied, acting reasonably, that:

          (i)  all Secured Indebtedness have been unconditionally and
               irrevocably paid or discharged in full and that none of the
               Secured Parties has any further liability or obligation to
               advance any funds under any Credit Document; or

          (ii) security or a guarantee for the Secured Indebtedness, in each
               case acceptable to the Collateral Agent, has been provided in
               substitution for this Deed,

          then, subject to the remainder of this Clause 11.2 (Discharge
          Conditional) the Collateral Agent shall at the request and cost of the
          Chargor take whatever action is necessary to release the Deposits from
          the Charge.

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                                       16


     (B)  The execution of a discharge, release, re-assignment, transfer or
          partial discharge by the Collateral Agent shall be a good and valid
          release or discharge of the Charge constituted by this Clause 3
          (Charge) or the relevant part thereof (as the case may be) and the
          obligations (or the relevant part thereof, as the case may be) of the
          Chargor from this Deed without the need for the Chargor to be a party
          thereto.

     (C)  The Collateral Agent hereby agrees that it shall, at the request and
          cost of the Chargor, do all such things and execute all such documents
          within its power to do and execute as may be reasonably necessary to
          give effect to the discharge, release, re-assignment, transfer or
          partial discharge referred to in Sub-clauses (A) and (B).

     (D)  Upon any release, discharge, re-assignment, transfer or partial
          discharge pursuant to and in accordance with Sub-clause (A), the
          Collateral Agent shall, at the request and cost of the Chargor:

          (i)  promptly procure the redelivery to the Chargor of all deeds,
               instruments, certificates and other documents delivered to or
               deposited with or to the order of the Collateral Agent; and

          (ii) promptly give notice to each person (if any) who has received
               notice of the Charge pursuant to this Deed of such release,
               discharge, re-assignment and/or transfer,

          in each case to the extent the same relates to such release,
          discharge, re-assignment, transfer or partial discharge.

11.2 DISCHARGE CONDITIONAL

     Any settlement, reassignment, release or discharge between the Chargor on
     the one part and the Collateral Agent or any Receiver (or their respective
     delegates) on the other (the Collateral Agent, any Receiver and their
     respective delegates being referred to in this Clause 11.2 (Discharge
     Conditional) as the "TRANSACTION PERSON(S)") shall be conditional upon no
     security or payment by any person in respect of the Secured Indebtedness
     being avoided or reduced by virtue of any provisions of law or enactments
     (including but not limited to those relating to bankruptcy, insolvency or
     liquidation) for the time being in force and, in the event of any such
     security or payment being so avoided or reduced, the Transaction Person(s)
     shall be entitled, to recover the value or amount of such payment and the
     Charge subsequently as if such settlement or discharge had not occurred but
     so that nothing herein shall confer on any Transaction Persons the right to
     claim under this Clause 11.2 (Discharge Conditional) for more than the
     Collateral Agent would be entitled to claim in aggregate hereunder in
     respect of such avoided or reduced security or payment provided that any
     such settlement, reassignment, release or discharge shall become
     unconditional upon the expiry of one month after the maximum period within
     which such settlement, reassignment, release or discharge can be avoided or
     reduced.

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                                       17


12.  PROTECTION OF PURCHASERS

     No purchaser or other person dealing with the Collateral Agent or its
     delegate or any Receiver appointed hereunder shall be bound to see or
     inquire whether the right of the Collateral Agent or such Receiver to
     exercise any of its or his powers has arisen or become exercisable or be
     concerned to see whether any such delegation by the Collateral Agent shall
     have lapsed for any reason or been revoked. Any sale or other dealing by
     the Collateral Agent or its delegate or any Receiver of or with the
     Deposits and any part thereof shall be deemed to be within the power of the
     person effecting the same and the receipt by such person of the purchase or
     other moneys connected therewith shall effectively discharge the purchaser
     or other party to such dealing who shall not be concerned with the manner
     of application of the proceeds of sale or other dealing or be in any way
     answerable therefor.

13.  APPOINTMENT OF RECEIVER

13.1 APPOINTMENT AND REMOVAL

     The Collateral Agent may, if requested by the Chargor or at any time after
     the Charge (or the relevant part thereof) shall have become enforceable in
     accordance with Clause 9 (Default Procedure), appoint one or more persons
     to be a Receiver or Receivers of the whole or any part of the Deposits. The
     Collateral Agent may:

     (A)  remove any Receiver previously appointed hereunder; and

     (B)  appoint another person or other persons as Receiver or Receivers,
          either in the place of a Receiver so removed or who has otherwise
          ceased to act or to act jointly with a Receiver or Receivers
          previously appointed hereunder.

     If at any time and by virtue of any such appointment(s) any two or more
     persons shall hold office as Receivers of the same assets or income, each
     one of such Receivers shall be entitled (unless the contrary shall be
     stated in any of the deed(s) or other instrument(s) appointing them) to
     exercise all the powers and discretions hereby conferred on Receivers
     individually and to the exclusion of the other or others of them.

13.2 POWERS OF RECEIVERS

     Every Receiver for the time being holding office by virtue of an
     appointment made by the Collateral Agent hereunder shall (subject to any
     limitations or restrictions expressed in the deed or other instrument
     appointing him but notwithstanding any winding-up or dissolution of the
     Chargor) have, in relation to the Deposits, or as the case may be, that
     part of the Deposits in respect of which he was appointed:

     (A)  all the powers (as varied and extended by the provisions hereof)
          conferred by the Conveyancing and Property Ordinance or otherwise by
          law on mortgagees (whether or not in possession) and receivers
          appointed under the Conveyancing and Property Ordinance; and

<PAGE>

                                       18


     (B)  the power in the name or on behalf and at the cost of the Chargor to
          exercise all the powers and rights of an absolute owner of the
          Deposits or the relevant part thereof and do or omit to do anything
          which the Chargor could do.

13.3 ADDITIONAL POWERS OF RECEIVERS

     In addition and without prejudice to the generality of the foregoing every
     Receiver shall (notwithstanding any winding-up or dissolution of the
     Chargor) have the powers specified in Clause 10.1 (Appropriation of
     Deposits).

13.4 RECEIVER TO BE AGENT OF THE CHARGOR

     Every Receiver so appointed shall be deemed at all times and for all
     purposes to be the agent of the Chargor and the Chargor shall be solely
     responsible, jointly and severally, for the acts and defaults of such
     Receiver (save in the case of the fraud, negligence, wilful default, breach
     of duty or breach of trust in relation to duties by such Receiver) and for
     payment of such Receiver's remuneration in respect thereof.

13.5 REMUNERATION OF RECEIVER

     Every Receiver shall be entitled to remuneration for his services at a
     reasonable rate to be fixed by agreement between him and the Collateral
     Agent (or, failing such agreement, to be fixed by the Collateral Agent)
     appropriate to the work and responsibilities involved upon the basis of
     charging from time to time adopted in accordance with his current practice
     or the current practice of his firm.

13.6 MONIES ACTUALLY PAID BY RECEIVER

     Only monies actually paid by the Receiver to the Collateral Agent in
     satisfaction of the Secured Indebtedness shall be capable of being applied
     by the Collateral Agent in satisfaction thereof. The Receiver shall pay
     over to the Collateral Agent any monies realised by the Receiver as a
     result of the enforcement of the Charge (other than monies paid into a
     suspense account by such Receiver in accordance with Clause 10.12 (Suspense
     Account(s)).

13.7 LIMITATION OF LIABILITY

     (A)  Neither the Collateral Agent nor the Receiver nor any Attorney (as
          defined in Clause 14 (Power of Attorney)) or agent of such party shall
          be liable to any person in respect of any loss or damage whatsoever
          which arises out of the realisation of the Deposits or any part
          thereof or from any act, default or omission in relation to the Charge
          or from any exercise or non-exercise, or the attempted or purported
          exercise of, or the failure to exercise any of their respective
          powers, authorities or discretions conferred upon them in relation to
          the Charge or any part of it, unless such loss or damage is caused by
          its or his negligence, wilful default, breach of duty, breach of trust
          or fraud.

     (B)  Without prejudice to the generality of Clause (A), entry into
          possession of the Deposits shall not render the Collateral Agent or
          the Receiver liable to account as mortgagee in possession or liable
          for any loss on realisation or for any

<PAGE>

                                       19


          default or omission for which a mortgagee in possession might be
          liable unless such loss or damage is caused by its negligence, wilful
          default, breach of duty, breach of trust or fraud and, if and whenever
          the Collateral Agent or the Receiver enters into possession of the
          Deposits, it shall be entitled at any time to go out of such
          possession.

13.8 POWER OF APPOINTMENT ADDITIONAL

     The foregoing powers of appointment of a Receiver shall be in addition to
     and not to the prejudice of all statutory and other powers of the
     Collateral Agent under the Conveyancing and Property Ordinance (and so that
     the statutory power of sale shall be exercisable without regard to
     paragraph 11 of the Fourth Schedule to the said Ordinance) or otherwise and
     so that such powers shall be and remain exercisable by the Collateral Agent
     in respect of any part of the Deposits in respect of which no Receiver has
     been appointed and notwithstanding that an appointment under the provisions
     of this Clause 13 (Appointment of Receiver) shall have subsisted and been
     withdrawn in respect of that property or shall be subsisting in respect of
     any other part of the Deposits.

14.  POWER OF ATTORNEY

14.1 APPOINTMENT AND POWERS

     The Chargor hereby irrevocably appoints the following (each an "ATTORNEY"
     and collectively the "ATTORNEYS", and acting solely or jointly with the
     other Attorneys), namely:

     (A)  the Collateral Agent;

     (B)  each and every person to whom the Collateral Agent shall from time to
          time have duly delegated the exercise of the power of attorney
          conferred by this Clause 14.1 (Appointment and Powers); and

     (C)  any Receiver appointed hereunder and for the time being holding
          office,

     to be its attorney or attorneys and in its name and otherwise on its behalf
     and as its act and deed to sign, seal, execute, deliver, perfect and do all
     deeds, instruments, acts and things which may be required (or which the
     Collateral Agent, any person falling within Sub-clause (B) or any Receiver
     appointed hereunder shall consider requisite) for carrying out any
     obligation imposed on the Chargor, as the case may be, by or pursuant to
     this Deed (including but not limited to the obligations of the Chargor
     under Clause 5 (Perfection) and the covenants referred to in Clause 8
     (Covenants and Undertakings)), for carrying out any sale or other dealing
     by the Collateral Agent or any such Receiver into effect, for conveying or
     transferring any legal or other interest in the Deposits, for getting in
     the Deposits, and generally for enabling the Collateral Agent or any person
     falling within Sub-clause (B) or any Receiver to exercise the respective
     powers conferred on them by or pursuant to this Deed or by law provided
     that the power contained in this Clause 14.1 (Appointment and Powers) shall
     not be exercisable unless and until the Charge shall have become
     enforceable. The exercise of such power by the Collateral Agent or any
     person falling within Sub-clause (B) or any Receiver shall

<PAGE>

                                       20


     not put any person dealing with it upon any enquiry as to whether an Event
     of Default shall have occurred. Each of the Collateral Agent, any person
     falling within Sub-clause (B) and any Receiver shall have full power to
     delegate the power conferred on it by Clause 14.1 (Appointment and Powers),
     but no such delegation shall preclude the subsequent exercise of such power
     by the Collateral Agent or any person falling within Sub-clause (B) or any
     Receiver (as the case may be) itself or preclude the Collateral Agent or
     any person falling within Sub-clause (B) or any Receiver (as the case may
     be) from making a subsequent delegation thereof to some other person; any
     such delegation may be revoked by the Collateral Agent or any person
     falling within Clause 14.1(B) or any Receiver (as the case may be) at any
     time.

14.2 RATIFICATION

     The Chargor shall ratify and confirm all transactions lawfully and properly
     entered into by the Collateral Agent or any Receiver or delegate of the
     Collateral Agent in the exercise of the Collateral Agent's or such
     Receiver's respective powers and all transactions lawfully and properly
     entered into, documents executed and things done by the Collateral Agent or
     such Receiver or delegate by virtue of the power of attorney given by
     Clause 14.1 (Appointment and Powers).

14.3 ACKNOWLEDGEMENT OF CONSIDERATION

     The power of attorney hereby granted is as regards the Collateral Agent,
     its delegates and any such Receiver (and as the Chargor hereby
     acknowledges) granted irrevocably and severally, for value and for security
     as part of the Charge to secure the several proprietary interests of and
     the performance of obligations owed to the respective donees within the
     meaning of the Powers of Attorney Ordinance (Chapter 31 of the Laws of Hong
     Kong).

15.  SET-OFF AND CURRENCY

15.1 CURRENCY OF ACCOUNT

     (A)  Except where specifically provided otherwise, US dollars are the
          currency of account and payment for each and every sum at any time due
          to the Collateral Agent hereunder, provided that payments in respect
          of costs and expenses may be made in Hong Kong dollars if incurred in
          Hong Kong dollars.

     (B)  If any sum due from the Chargor under this Deed or any order or
          judgment given or made in relation hereto has to be converted from the
          currency (the "FIRST CURRENCY") in which the same is payable hereunder
          or under such order or judgment into another currency (the "SECOND
          CURRENCY") for the purpose of (a) making or filing a claim or proof
          against the Chargor, (b) obtaining an order or judgment in any court
          or other tribunal or (c) enforcing any order or judgment given or made
          in relation hereto then:

          (i)  the Chargor shall indemnify and hold harmless the Collateral
               Agent from and against any loss suffered except to the extent
               that such loss is suffered as a result of or in connection with
               the Collateral Agent's own fraud, negligence, wilful default,
               breach of duty or breach of trust; and

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                                       21


          (ii) the Collateral Agent shall account to the Chargor for the amount
               by which any sum realised by it exceeds the aggregate amount of
               all sums owing to it by the Chargor at the time at which such
               profit is realised provided that the Collateral Agent shall only
               be required to make any payment to the Chargor in relation
               thereto if at such time all the payment obligations of the
               Chargor hereunder to the Collateral Agent are satisfied,

          in each case where such loss or excess arises as a result of any
          discrepancy between (1) the rate of exchange used for such purpose to
          convert the sum in question from the first currency into the second
          currency and (2) the rate or rates of exchange at which the Collateral
          Agent may in the ordinary course of business purchase the first
          currency with the second currency upon receipt of a sum paid to it in
          satisfaction, in whole or in part, of any such order, judgment, claim
          or proof.

15.2 SET-OFF

     The Chargor waives, and (where incapable of waiver) agrees not to exercise
     (unless required to do so by law), any right of set-off or netting, whether
     conferred by agreement or law, which it may have against the Collateral
     Agent so that it does not reduce any amount payable by it to the Collateral
     Agent under this Deed.

15.3 CURRENCY CONVERSION

     For the purpose of the satisfaction of the Secured Indebtedness or for the
     purpose of crediting any monies to the Accounts or any suspense account
     pursuant to Clause 10.12 (Suspense Account(s)) or making any application
     therefrom or for any other purpose in connection with this Deed, the
     Collateral Agent may (unless otherwise required by law) convert any monies
     received, recovered or realised or subject to application by the Collateral
     Agent under this Deed or any monies to be credited to any such account
     (including the proceeds of any previous conversion under this Clause 15
     (Set-off and Currency)) from their existing currency of denomination into
     such other currency of denomination as the Collateral Agent may reasonably
     think fit and any such conversion shall be effected at such rate or rates
     of exchange as may be agreed by the Collateral Agent in consultation with
     the Chargor as being relevant and any rate, method and date so agreed shall
     be binding on the Chargor and any costs, expenses or commissions incurred
     in effecting any such conversion shall be deducted from the proceeds of any
     such conversion.

16.  STAMP DUTY AND TAXES

     The Chargor shall pay all stamp duties and similar fees, filing and
     registration fees and other transaction taxes required in relation to or
     for the purpose of procuring the execution, validity and enforceability of
     this Deed and the Charge and shall indemnify the Collateral Agent and each
     Receiver appointed hereunder against any liabilities, costs, claims and
     expenses resulting from any failure to pay or any delay in paying the same
     on a full indemnity basis.

<PAGE>

                                       22


17.  AMENDMENTS

     This Deed may not be amended, modified or waived in any respect whatsoever,
     without the prior written consent of the Collateral Agent given with
     express reference to this Clause 17 (Amendments) and expressly stated to be
     intended to operate as the Collateral Agent's consent to such amendment,
     modification or waiver on behalf of the Requisite Lenders.

18.  APPLICATION TO COURT

     The Collateral Agent may, at any time after the Charge has become
     enforceable, apply to the court for an order that the terms of this Deed be
     carried into execution under the direction of the Court and for the
     appointment of a Receiver of the Deposits or any part thereof and for any
     other order in relation to the administration of the terms of this Deed as
     the Collateral Agent shall deem fit and it may assent to or approve any
     application to the Court made at the instance of the Collateral Agent or on
     its behalf and the Collateral Agent shall be indemnified by the Chargor
     against all costs, charges and expenses properly incurred by it in relation
     to any such application or proceedings.

19.  PARTIAL INVALIDITY

     Every provision contained in this Deed shall be severable and distinct from
     every other such provision and if at any time any provision hereof is or
     becomes illegal, invalid or unenforceable in any respect under the law of
     any jurisdiction, neither the legality, validity or enforceability of the
     remaining provisions hereof nor the legality, validity or enforceability of
     such provision under the law of any other jurisdiction shall in any way be
     affected or impaired thereby.

20.  NOTICES

20.1 COMMUNICATIONS IN WRITING

     Each communication to be made hereunder shall be made in writing and,
     unless otherwise stated, shall be made by facsimile or letter.

20.2 ADDRESSES

     Any communication or document to be made or delivered by one person to
     another pursuant to this Deed shall (unless that other person has by 15
     days' written notice to the one specified another address, department,
     officer or person as the case may be) be made or delivered to that other
     person at the address identified with its signature below and shall be
     deemed to have been made or delivered (in the case of any communication
     made by letter) when left at that address during normal business hours on a
     Business Day (or on the next Business Day if not left during normal
     business hours on a Business Day) or (as the case may be) 5 days (in the
     case of local post) and 10 days (in the case of overseas post) after being
     deposited in the post postage prepaid in an envelope addressed to it at
     that address marked for the attention of any specified department, officer
     or person or (in the case of any communication made by facsimile
     transmission) when sent to the correct facsimile number of the addressee
     identified with its signature below and received in whole and in legible
     form by such addressee

<PAGE>

                                       23


     provided that any communication or document to be made or delivered by the
     Chargor the Collateral Agent shall be effective only when received by the
     Chargor the Collateral Agent, as appropriate and then only if the same is
     expressly marked for the attention of the department, officer or person
     identified below with the signature of the relevant addressee (or such
     other department, officer or person as the relevant addressee shall from
     time to time and in each case by not less than 3 days' prior notice in
     writing to the parties hereto have specified for this purpose).

20.3 ENGLISH LANGUAGE

     Each communication and document made or delivered by one party to another
     pursuant to this Deed shall be in the English language or accompanied by a
     translation thereof into English certified (by an officer of the person
     making or delivering the same) as being a true and accurate translation
     thereof.

21.  ASSIGNMENT

21.1 ASSIGNMENT BY THE COLLATERAL AGENT

     The Collateral Agent may assign its rights and obligations under this Deed
     to any successor under the Facility Agreement in accordance with section
     9.7 of the Facility Agreement.

21.2 ASSIGNMENT BY THE CHARGOR

     The rights, interests and obligations of the Chargor under this Deed are
     personal to it. Accordingly, they are not capable of being assigned,
     transferred or delegated in any manner. The Chargor undertakes that it
     shall not at any time assign or transfer, or attempt to assign or transfer,
     any of its rights, interests or obligations under or in respect of this
     Deed to any person.

22.  COSTS AND EXPENSES

     The Chargor further covenants with and undertakes to the Collateral Agent
     and any Receiver appointed by the Collateral Agent hereunder or by law
     (including more than one such receiver and any substitute receiver) to
     reimburse or pay to the Collateral Agent or such Receiver (on the basis of
     full indemnity) the amount of all proper costs, charges, liabilities and
     expenses including costs, charges or expenses incurred by the Collateral
     Agent or such Receiver or any attorney, manager, agent or delegate in
     connection with:

     (A)  the negotiation, preparation, registration, perfection, preservation
          or enforcement of this Deed and any other document relating thereto;
          and

     (B)  the proper exercise or the attempted proper exercise by or on behalf
          of the Collateral Agent or such Receiver of any of the powers of the
          Collateral Agent or such Receiver or any other action properly taken
          by or on behalf of the Collateral Agent with a view to or in
          connection with the enforcement of any obligations of the Chargor
          under any of the Credit Documents or the recovery

<PAGE>

                                       24


          by the Collateral Agent or any such Receiver from the Chargor of the
          Secured Indebtedness then due and payable.

23.  CERTIFICATES AND DETERMINATIONS

     For all purposes, including any Proceedings:

     (a)  a determination by the Collateral Agent; or

     (b)  a copy of a certificate signed by an officer of the Collateral Agent,

     of the amount of any indebtedness comprised in the Secured Indebtedness or
     the amount standing to the credit of the Accounts for the time being or at
     any time shall, in the absence of manifest error, be conclusive evidence
     against the Chargor as to the amount thereof.

24.  GOVERNING LAW

     This Deed is governed by Hong Kong law.

25.  JURISDICTION

25.1 HONG KONG COURTS

     The courts of Hong Kong have non-exclusive jurisdiction to settle any
     dispute (a "DISPUTE") arising out of or in connection with this Deed
     (including a dispute regarding the existence, validity or termination of
     this Deed or the consequences of its nullity).

25.2 CONVENIENT FORUM

     The parties agree that the court of Hong Kong are the most appropriate and
     convenient courts to settle Disputes between them and, accordingly, that
     they will not argue to the contrary.

25.3 NON-EXCLUSIVE JURISDICTION

     This Clause 25 (Jurisdiction) is for the benefit of all parties hereto
     other than the Chargor. As a result and notwithstanding Clause 25.1 (Hong
     Kong Courts), it does not prevent any party hereto other than the Chargor
     from taking Proceedings in any other courts with jurisdiction. To the
     extent allowed by law, the parties hereto other than the Chargor may take
     concurrent Proceedings in any number of jurisdictions.

25.4 AGENT FOR SERVICE

     (A)  The Chargor irrevocably appoints Huawei-3Com Co., Limited of Suites
          3013-3014, 30/F One International Finance Centre, 1 Harbour View
          Street, Central, Hong Kong to be its agent for the receipt of Service
          Documents. It agrees that any Service Document may be effectively
          served on it in connection with Proceedings in Hong Kong by service on
          its agent effected in any manner permitted by applicable law.

<PAGE>

                                       25


     (B)  If the agent at any time ceases for any reason to act as such, the
          Chargor shall appoint a replacement agent having an address for
          service in Hong Kong and shall notify the Collateral Agent of the name
          and address of the replacement agent. Failing such appointment and
          notification, the Collateral Agent shall be entitled by notice to the
          Chargor to appoint a replacement agent to act on behalf of the
          Chargor. The provisions of this clause applying to service on an agent
          apply equally to service on a replacement agent.

     (C)  "SERVICE DOCUMENT" means a claim form, application notice, order,
          judgment or other document relating to any Proceedings.

26.  EXECUTION AND COUNTERPARTS

     This Deed may be executed in any number of counterparts and by different
     parties hereto in separate counterparts, each of which when so executed
     shall be deemed to be an original and all of which when taken together
     shall constitute one and the same Deed.

IN WITNESS of which this document has been executed as a deed and delivered on
the date stated at the beginning of this Deed.

<PAGE>

                                       26


                                   SCHEDULE 1
                                NOTICE OF CHARGE

                             [LETTERHEAD OF CHARGOR]

To:  INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED
     33RD FLOOR, ICBC TOWER
     3 GARDEN ROAD
     CENTRAL, HONG KONG

                                                                 ____ MARCH 2007

Dear Sirs,

                                NOTICE OF CHARGE

We refer to our US dollar current accounts (number _________________________
designated "_________________________________________________________" and
number ___________________________________ designated
"_________________________________________________________") and the US dollar
interest-bearing deposit account (number _________________________ designated
"_________________________________________________________") with you (the
"ACCOUNTS").

A copy of a charge on cash deposits dated March 2007 (the "CHARGE") and made
between ourselves and Industrial and Commercial Bank of China (Asia) Limited (as
agent and trustee for the Secured Parties) (the "COLLATERAL AGENT") is enclosed
for your attention and we request that you take note of its provisions, in
particular, the undertaking from the Chargor that it shall not create any
security over the Deposits (Clause 8.6).

Words and expressions defined in the Charge shall, unless otherwise defined
herein, have the same meaning in this notice.

We give you notice of the Charge and, for the purposes of the Charge, we
irrevocably and unconditionally instruct and authorise you (notwithstanding any
previous instructions which we may have given you to the contrary) as follows:

(a)  To disclose to the Collateral Agent, without any reference to or further
     authority from us and without any enquiry by you as to the justification
     for such disclosure, such information relating to the Accounts and the
     Deposits as the Collateral Agent may, at any time and from time to time,
     request you to disclose to it.

(b)  At all times to hold the Debt Service Deposit to the exclusive order of the
     Collateral Agent.

(c)  To hold the Debt Service Reserve Deposit to the exclusive order of the
     Collateral Agent upon (i) receiving notice from the Collateral Agent that
     there has occurred a Default or an Event of Default or (ii) conversion of
     the floating charge created by Clause 3(B) into a fixed charge pursuant to
     Clause 5.4 or 5.5, subject to any reconversion pursuant to Clause 5.6.

(d)  To comply with the terms of any written notice statement or instructions
     (including any instructions as to the payment of the Deposits (or any part
     of it), the renewal or

<PAGE>

                                       27


     extension of the term of the Deposits, or the breaking of the term of the
     Deposits) in any way relating or purporting to relate to the Charge and/or
     the Accounts and/or the Deposits which you may receive at any time and from
     time to time from the Collateral Agent without any reference to or further
     authority from us and without any enquiry by you as to the justification
     for such notice, statement or instructions or the validity thereof.

(e)  To advise us of any withdrawal or transfer of moneys from the Accounts as
     soon as practicable.

The instructions and authorisations which are contained in this letter shall
remain in full force and effect until the Collateral Agent gives you notice in
writing revoking them. This notice is governed by Hong Kong law.

Please acknowledge receipt of this notice and confirm your agreement to it, by
executing and returning an original copy of the Form of Acknowledgement attached
to this notice to the Collateral Agent at 33rd Floor, ICBC Tower, 3 Garden Road,
Central, Hong Kong with a copy to us.

                                        Yours faithfully,


                                        ----------------------------------------
                                        For and on behalf of
                                        H3C Holdings Limited

<PAGE>

                                       28


                                   SCHEDULE 2
                             FORM OF ACKNOWLEDGEMENT

                              [LETTERHEAD OF ICBC]

To:  INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED
     33RD FLOOR, ICBC TOWER
     3 GARDEN ROAD
     CENTRAL, HONG KONG

     (as agent and trustee for the Secured Parties, the "COLLATERAL AGENT")

With a copy to:

     H3C Holdings Limited
     PO Box 309GT
     Ugland House, South Church Street
     George Town, Grand Cayman
     Cayman Islands
     (the "CHARGOR")

                                                                 ____ MARCH 2007

Dear Sirs,

                       ACKNOWLEDGEMENT OF NOTICE OF CHARGE

We acknowledge receipt of a Notice of Charge dated ___ March 2007 (the "NOTICE")
(a copy of which is attached to this letter) and the copy of the Charge enclosed
with the Notice. We take note of the provisions contained in the Charge, in
particular, the undertaking made by the Chargor under Clause 8.6. Words and
expressions defined in the Notice and the Charge shall have the same meanings in
this letter.

In consideration of the Secured Parties agreeing to provide finance and
financial support pursuant to the Credit Documents, we represent and undertake
to the Collateral Agent in the terms set out in this letter.

(a)  We will act in accordance and comply with the terms of the Notice.

(b)  No mortgage, charge, pledge, lien, security assignment, hypothecation or
     trust arrangement for the purpose of providing security and any other
     encumbrance or security interest of any kind having the effect of securing
     any obligation of any person (including, without limitation, the deposit of
     moneys or property with a person with the intention of affording such
     person a right of lien, set-off, combination or counter-claim) and any
     other agreement or any other type of arrangement having a similar effect
     (including, without limitation, any "flawed-asset" or "hold back"
     arrangement) exists in our favour on, over or with respect to the Accounts
     or the Deposits or any part thereof.

(c)  No rights of counter-claim, rights of set-off or combination of accounts or
     any other equities whatsoever have arisen in our favour against the Chargor
     in respect of the

<PAGE>

                                       29


     Accounts or the Deposits or any part thereof, and we shall not assert or
     seek to exercise any such rights or equities.

(d)  We have not, as at the date hereof, received any notice that any other
     person has or will have any right or interest whatsoever in, or has made or
     will be making any claim or demand or be taking any action whatsoever
     against, the Accounts or the Deposits or any part thereof, and if, after
     the date hereof, we receive any such notice, we shall immediately give
     written notice thereof to the Collateral Agent.

We have made the representations and given the undertakings set out in this
letter in the knowledge that they are required by the Collateral Agent in
connection with the security which has been granted by the Chargor in favour of
the Collateral Agent under the Charge.

This letter is for the benefit of the Collateral Agent as agent and trustee for
the Secured Parties and is governed by Hong Kong law.

                                        Yours faithfully,

                                        Signed for and on behalf of
                                        INDUSTRIAL AND COMMERCIAL BANK OF CHINA
                                        (ASIA) LIMITED


                                        By
                                           -------------------------------------
                                        (Print Name):
                                                      --------------------------

<PAGE>

                                 EXECUTION PAGES

THE CHARGOR

Executed as a Deed by               )   SEAL AFFIXED
for and on behalf of                )
H3C HOLDINGS LIMITED                )   NEAL D. GOLDMAN
in the presence of: JEFFREY M. HELD )

Address:          PO Box 309 GT, Ugland House, South Church Street, George Town,
                  Grand Cayman, Cayman Islands

Facsimile Number: ________________________________

Attention:        ________________________________

<PAGE>

                                 EXECUTION PAGES

THE COLLATERAL AGENT

Executed as a deed by affixing the common seal of )
INDUSTRIAL AND COMMERCIAL BANK OF                 )
CHINA (ASIA) LIMITED                              )   SEAL AFFIXED
in the presence of:                               )

WONG YUEN FAI STANLEY
Director

CHENG PUI LING CATHY
Secretary

Address:          33rd Floor, ICBC Tower, 3 Garden Road, Central, Hong Kong

Facsimile Number: 2869 8221

Attention:        ________________________________
</TEXT>
</DOCUMENT>
