PREFACE

This draft concession agreement intended to set out the commercial conditions under which the CONCESSION HOLDER will exploit the concession for the provision of telecommunications services in East Timor.

The purpose of the draft is to provide the Applicants with information, as well as to elicit comment and suggestions relevant to the Build-Operate-Transfer (BOT) telecommunications project in East Timor.

AGREEMENT

THIS CONCESSION AGREEMENT has been entered into by and between the ETPA, hereinafter referred to as "the GOVERNMENT", represented by the Director of Post & Telecommunications (hereinafter referred to as the “Agency/Agent”) on the basis of the authorization of the GOVERNMENT as of INSERT_DATE

ON THE ONE PART;

and INSERT PROPONENT NAME, hereinafter referred to as "the CONCESSION HOLDER",

OF THE OTHER PART;

WITH THE PURPOSE of operating, exploiting, modernizing and expanding the national telecommunications network, including international connections, and substantially improving the provision, quality and use of telecommunications services in East Timor.

This Agreement is intended to establish and provide for a stable and enduring regulatory framework, necessary to attract private foreign and East Timorese investment in the telecommunications infrastructure of East Timor in the present environment of risk and uncertainty, and to ensure the effective and competent provision of telecommunications services in East Timor for the future.

This Agreement provides the framework for the CONCESSION HOLDER to provide telecommunications services, and exploit the telecommunications systems during the term of the Agreement, in such ways that the CONCESSION HOLDER is empowered to exercise its rights and fulfill its obligations in the appropriate and expected manner, according to the terms of this Agreement.

In any possible future modifications of the Agreement, or in the resolution of any dispute or controversy arising in the fulfillment of the Agreement, the above mentioned objectives shall form the basis from which to proceed, so that certainty and confidence may be provided to the CONCESSION HOLDER for the fulfillment of its rights and obligations under this Agreement.

1 DEFINITIONS

The Basic Services shall mean local, national and international switched fixed voice telephonic services, telex and telegraphic services, existing or to exist in accordance with technical advances, installation thereof and interconnections thereto.

Other Services are services either connected or not connected with the Basic Services (Paragraph 1 of Section 2.2 Conditions for Rendering Other Services).

The Government shall mean the Government of East Timor or a state organ of the relevant competency, appointed by the Government.

The terms used in this Agreement reference UNTAET Regulation 2001/15.

2 SCOPE OF THE AGREEMENT

2.1 Concession for Provision of Basic Services

The GOVERNMENT hereby grants the CONCESSION HOLDER a CONCESSION pursuant to the relevant section of UNTAET Regulation 2001/15.

to provide the Basic Services throughout the territory of East Timor and to own, establish, install and operate telecommunications facilities required to render the Basic Services. The Basic Services shall be rendered by the CONCESSION HOLDER in accordance with the framework established by this Agreement. The CONCESSION HOLDER shall, as far as practicable, encourage the use of the Basic Services, (e.g. use differentiated call tariffs during off-peak hours).

2.2 Conditions for Rendering Other Services

In addition to the Basic Services, the CONCESSION HOLDER shall provide other telecommunications services, which are incidental with the Basic Services or complementary thereto. The CONCESSION HOLDER shall be granted all necessary concessions, licenses or permits etc for rendering such other telecommunications services, in case such concessions, licenses or permissions, etc, may be required in the future according to applicable normative acts and the granting of which is dependent on the competency of the GOVERNMENT.

In respect to telecommunications services other than the aforementioned, the CONCESSION HOLDER'S status shall be equal to that of other providers of telecommunications services, and the CONCESSION HOLDER shall have the same rights as other service providers. The CONCESSION HOLDER shall be granted the same concessions, licenses, permits, etc, as other service providers, according to the applicable normative acts.

3 TERMS OF THE AGREEMENT

3.1 Effective Date

The Effective Date of the Agreement shall mean the date when this Agreement has been signed by the GOVERNMENT and the CONCESSION HOLDER after its registration as a joint stock company under the laws of East Timor, or under the laws of the agreed jurisdiction of COUNTRY_NAME .

3.2 Term

The term of this Agreement shall be ENTER DURATION years, beginning on the Effective Date.

3.3 Extension

This Agreement shall expire naturally at the conclusion of the term specified in Section 3.2 Term.

This Agreement shall be extended for an additional period of ENTER DURATION years, if the CONCESSION HOLDER so requests no less than ENTER DURATION years prior to the expiration of the term specified in Section 3.2 Term. This extension shall be granted on condition that the GOVERNMENT agrees that such extension is consistent with the national public interest of East Timor, and if the CONCESSION HOLDER has performed its obligations under the Agreement. In any event, the parties may always agree to enter a new CONCESSION agreement, proceeding from normative acts applicable in East Timor.

4 OBLIGATIONS OF THE CONCESSION HOLDER

4.1 Rendering of Basic Services

The CONCESSION HOLDER shall be obligated to render the Basic Services without interruption and efficiently, according to the terms and conditions of this Agreement and obligations imposed on it by international treaties signed by East Timor.

The CONCESSION HOLDER may render some or all of the Basic Services in any part of East Timor by employing a subcontractor of the CONCESSION HOLDER. The use of a subcontractor does not relieve the CONCESSION HOLDER of any of its obligations under this Agreement and the CONCESSION HOLDER is responsible for the activities of the subcontractor as for its own activities.

4.2 Intentional Service Suspension or Interruption

Indefinite suspension of the rendering of any of the Basic Services may take place only with the prior authorization of the Government.

The CONCESSION HOLDER may temporarily interrupt the rendering of any of the Basic Services in, or to and from, a specified geographic area, when necessary to install, repair or change equipment, after the publication of a notice thereto in the local or national press or making a relevant announcement over the radio or TV, as the case may be.

4.3 Application of the Laws of East Timor

The CONCESSION HOLDER shall observe and comply with the TINSET REGULATORY LAW of East Timor other laws applicable in East Timor, as well as other normative acts.

If new applicable laws and other normative acts substantially alter the economic and financial equilibrium of this Agreement, the second paragraph of Section 5.8 Modifications Of Terms And Conditions Of The Concession, shall be applied.

4.4 Operation, Expansion and Modernization of Public Telecommunications Networks

Within nine (9) months following the Effective Date the CONCESSION HOLDER shall submit to the GOVERNMENT two (2) plans for the development of its activities, namely

1 a three (3) years' plan, and

2 a ten (10) years' plan

each of which shall be updated annually. These plans shall include a Basic Services expansion strategy in rural areas and remote population centers and for residential subscribers.

The CONCESSION HOLDER shall consult with the GOVERNMENT to enable the GOVERNMENT to comment on the plans and propose amendments to the plans before they are adopted. The CONCESSION HOLDER shall in good faith consider such comments and proposals and amend the plans, adding such proposals it considers feasible.

The CONCESSION HOLDER may give priority to the expansion of Basic Services in certain urban areas or production centers. However, in the expansion strategy, the CONCESSION HOLDER may not establish unjustified discriminations among different regions.

The CONCESSION HOLDER shall properly account for market demand in developing and reviewing the network modernization expansion strategy.

4.5 Prohibition on Unfair Competition

The CONCESSION HOLDER shall provide the Basic Services in a fair and competitive manner according to normative acts and the conditions and terms of this Agreement and must not, during the period of limited competition (Section 5.5 Period Of Limited Competition) cross-subsidize services provided competitively with revenues from the Basic Services.

After the period of limited competition, the CONCESSION HOLDER shall not engage in practices obstructing or restricting free competition in the Basic Services that others may provide.

4.6 Quality of Services

Within the nine (9) months following the Effective Date, the CONCESSION HOLDER shall submit to the GOVERNMENT a service quality plan, giving the initial indices for quality of the Basic Services. The said initial indices reflect the status of the network, and the CONCESSION HOLDER'S goals for quality improvement.

The service quality plan shall be reviewed and updated annually by the CONCESSION HOLDER and submitted to the GOVERNMENT by December 1, at latest, taking into account the previously reached levels, needs of and requirements for rendering the Basic Services, and the rights of the CONCESSION HOLDER.

4.7 Reporting

The CONCESSION HOLDER shall annually, by March 31, at latest, report to the GOVERNMENT, in the manner and details, required by the GOVERNMENT, on the results in the field of the Basic Services.

The CONCESSION HOLDER shall submit to the GOVERNMENT its audited financial statements within four (4) months following the conclusion of the fiscal year.

The GOVERNMENT may at any time request from the CONCESSION HOLDER additional information it reasonably deems necessary or appropriate for the proper exercise of its powers of inspection and supervision. At the request of the CONCESSION HOLDER, the said information shall be treated as confidential to any third party.

4.8 International Agreements

The GOVERNMENT shall establish the overall framework of policies the CONCESSION HOLDER shall follow regarding international agreements. Within this framework, the CONCESSION HOLDER shall be entitled to enter into the agreements it considers desirable for providing the Basic Services.

The CONCESSION HOLDER shall have the right to initiate and participate in negotiations regarding international treaties on telecommunication services. The GOVERNMENT shall consider and evaluate all proposals made by the CONCESSION HOLDER for entering new treaties or amending the existing treaties.

Unless authorized in writing by the GOVERNMENT, the CONCESSION HOLDER shall not be permitted to enter into any agreements on behalf of, or in a way binding upon, East Timor.

4.9 Purchase of Equipment and Contracting of Projects

The CONCESSION HOLDER shall use reasonable efforts to promote competition in the procurement of each acquisition and installation, or each series of purchases or installations of communications equipment, plants and systems and for the contracting of projects.

The CONCESSION HOLDER shall give due attention and consideration to all competing offers made to provide the aforementioned products and services, in accordance with the internal procedures it establishes and may not unjustifiably discriminate between the candidates.

The CONCESSION HOLDER may not impose exclusivity conditions that unfairly lessen free competition on suppliers of goods or services unless the goods or services in questions are patented under the CONCESSION HOLDER'S name.

4.1 Technology

The CONCESSION HOLDER shall use such technology as, in accordance with the objectives of this Agreement and considering the CONCESSION HOLDER'S ability to finance, is in the CONCESSION HOLDER'S opinion the best for promoting the interests of subscribers and for maintaining and improving the quality of services provided and is not incompatible with norms, applicable in East Timor.

4.11 Measuring and Quality Control

For invoicing and quality control of the Basic Services and other services, the CONCESSION HOLDER shall only utilize measuring devices of high precision and reliability, the use of which is compatible with international standards.

4.12 Interconnections

The operator will have the authority to negotiate interconnection agreements, subject to approval by the Regulator.

The CONCESSION HOLDER shall, on terms and conditions to be agreed between the CONCESSION HOLDER and the party interested in interconnection, allow, facilitate and effect the interconnection to its network of the Basic Services and systems of other telecommunications operators, according to the Telecommunications Act of East Timor, and established international standards.

Notwithstanding the provisions of the preceding paragraph and Section 7.1 Principle of Equal Treatment, the CONCESSION HOLDER, during the period of limited competition provided in Section 5.5 Period Of Limited Competition, shall not be required to permit direct or indirect interconnection of other telecommunications networks to the network for the Basic Services or any other network of the CONCESSION HOLDER otherwise pursuant to Section 5.3 Local Public Networks/Independent carriers.

The interconnection charge for each type of service requiring connection with the network for the Basic Services shall be such that it ensures the CONCESSION HOLDER a reasonable profit margin, and may include a monetary contribution for basic residential service. This contribution shall be of the same proportions as that the CONCESSION HOLDER would have given, rendering the same service in free competition.

4.13 Assignment of the CONCESSION

The CONCESSION HOLDER may not assign or transfer all or part of the CONCESSION granted herein without the prior permission of the GOVERNMENT.

The CONCESSION HOLDER shall, however, be entitled to sell shares in other entities to third parties and form enterprises with other persons within the scope of the CONCESSION, provided it does not require a separate CONCESSION or involve any restrictions of the CONCESSION HOLDER'S responsibility and obligations under this Agreement.

4.14 Restrictions on Disposal of Assets of the CONCESSION HOLDER

The assets, equipment and facilities allocated to the rendering of the Basic Services may not be transferred or removed from their assigned purpose in a manner, which is prejudicial to the continuity and efficiency of the rendering of the Basic Services or is incompatible with any applicable normative acts. The CONCESSION HOLDER shall preserve and maintain the aforementioned assets, equipment and facilities until the termination of the Agreement, including any extensions of the same, except in the events of defect, obsolescence, wear and tear due to their normal and appropriate use, as well as in cases of loss or damages not imputable to the CONCESSION HOLDER.

The restrictions, provided in this section shall not, however, preclude any alienation (sale), pledging or other assignment of assets to guarantee the normal economic activities of the CONCESSION HOLDER, provided the ability of the CONCESSION HOLDER to meet its obligations under this Agreement is unimpaired thereby.

4.15 Pre-Emption Rights

In the case of a sale of any building or land to a third party, except to a corporate body which is affiliated to the CONCESSION HOLDER, the CONCESSION HOLDER shall, before the sale is concluded, offer to sell such items to the GOVERNMENT or its nominee on the same terms and conditions (including price) as the CONCESSION HOLDER has been offered by the third party.

In the case of a lease of an entire building for a period of more than five years to a third party, except to a corporate body which is affiliated to the CONCESSION HOLDER, the CONCESSION HOLDER shall, before the lease agreement is entered into, offer the GOVERNMENT to lease such building on the same terms and conditions (including lease rentals) as the CONCESSION HOLDER has been offered by the third party.

The GOVERNMENT shall be considered to have declined the offer made pursuant to any of the two previous paragraphs if it has not been accepted in writing within thirty days from the date it was made.

4.16 Radio and TV

The CONCESSION HOLDER shall provide the radio and TV stations located in East Timor with transmission lines on terms and conditions to be agreed between the CONCESSION HOLDER and the respective radio or TV station. In case of a failure to reach an agreement, the matter shall be settled by the GOVERNMENT at the request of one or both parties within one month following its presentation to the GOVERNMENT.

4.17 Local staff employment and training

The Operator shall provide training for, and employ local staff as far as possible in the day-to-day operations and maintenance of its facilities and services.

5 RIGHTS OF THE CONCESSION HOLDER

5.1 Period of Limited Competition

The CONCESSION under this Agreement is subject to the provisions in Sections 5.6 National and international traffic and 5.3 Local Public Networks, granted under a framework of limited competition with respect to the Basic Services, during a period of ENTER_DURATION years, as from the Effective Date.

The period of limited competition shall mean that the GOVERNMENT may not grant other concessions or licenses for rendering the Basic Services otherwise than provided in Section 5.3 Local Public Networks. During the period of limited competition, the GOVERNMENT shall prohibit the commercial exploitation of other telecommunications networks with respect to the Basic Services. The GOVERNMENT shall provide that any other telecommunications networks or circuits thereof have been dedicated to the use of a single user only and other telecommunications networks shall not interconnect with the network for the Basic Services, except to cases provided in Section 4.12 Interconnections.

During the year prior to the end of the period of the limited competition, the GOVERNMENT shall conduct a review of the CONCESSION HOLDER'S compliance with this Agreement. A report of the findings of the review shall be sent to the CONCESSION HOLDER one (1) month before the end of the year prior to the end of the concession period.

If

-1 the CONCESSION HOLDER has complied with its fundamental obligations regarding operation, expansion and modernization of the network; and

-2 the GOVERNMENT, after thorough investigation, reaches the conclusion that the benefits of permitting additional providers of the Basic Services are less significant than other circumstances such as a significant likelihood that the CONCESSION HOLDER would be unable to recover, or earn an adequate return on (considering the risks taken) its investment in the infrastructure necessary to provide the Basic Services

then

the period of limited competition in the provision of the Basic Services may be extended for a period of not more than ENTER_DURATION years to a total period up to ENTER_DURATION years.

In determining whether the CONCESSION HOLDER would be able to earn an adequate return on its initial investment without an extension of the period of limited competition, the following factors, among others, shall be taken into account by the GOVERNMENT:

1 the adequacy of steps taken to rebalance tariff structures and eliminate or reduce cross-subsidies of local services by other categories of switched voice telephony services;

2 the effectiveness of measures taken to permit the full recovery of investment costs in telecommunications infrastructure;

3 the existence of economic, social, political, legal or other regulatory conditions that were unanticipated at the time this Agreement was entered into; and

4 substantial or material changes in the terms of this Agreement.

5.2 National and International Traffic

During the period of limited competition, all national and international switched telephone traffic, coming from or directed to any switched network located in the territory of East Timor, including any switched data network, shall be sent through the network of the CONCESSION HOLDER.

Single users of telecommunications services, whether individuals or corporate, shall first request the CONCESSION HOLDER to provide such services through the CONCESSION HOLDER'S facilities and networks. Should the CONCESSION HOLDER not agree to this on terms acceptable to the user, the user shall be free to implement and connect its own networks for its own use, but not for any third party connections.

This Section 5.6 National and international traffic, shall not apply to governmental special networks for public security and safety.

5.3 Local Public Networks/Independent carriers

If, during the period of limited competition, the CONCESSION HOLDER receives an application for the establishment of a local public network from a third party willing to finance and operate that network, the CONCESSION HOLDER shall consider such an application favorably.

If the proposal is incompatible with the business strategy of the CONCESSION HOLDER, or would otherwise negatively impact the business of the CONCESSION HOLDER, the CONCESSION HOLDER shall not be required to enter into an agreement with the third party. The establishment of a local public network shall be considered incompatible with the business strategy of the CONCESSION HOLDER if an expansion of the CONCESSION HOLDER'S network in the relevant area is included in the current three year plan of the development of the CONCESSION HOLDER'S activities.

If the proposal is not incompatible with the CONCESSION HOLDER as described in the above paragraph, the CONCESSION HOLDER shall allow the third party to operate the sub-network as op a subcontracted INDEPENDENT CARRIER to the CONCESSION HOLDER, provided that the third party is able to fulfill the requirements regarding the quality of services set out in this Agreement and in the relevant provisions of the Telecommunications Act of East Timor.

If the third party and the CONCESSION HOLDER fail to reach an agreement within six months from the receipt by the CONCESSION HOLDER for the proposal, the GOVERNMENT shall have the right to intervene on behalf of the third party. Should the GOVERNMENT and the CONCESSION HOLDER fail to agree, the GOVERNMENT shall, after consultation with the CONCESSION HOLDER, appoint an independent expert or experts to advise on the matter. The final decision shall be made by the GOVERNMENT, with the opinion of the expert(s) having been taken into consideration. Should the GOVERNMENT find that the proposals meet the criteria set out above, the GOVERNMENT shall give the third party a non-exclusive CONCESSION or license to establish and operate a local public network.

5.4 Other Networks

The activities of the owners of telecommunications networks for a single user or several such networks, interconnected or not with one another as of the Effective Date, who are providing the Basic Services or the activities of possessors of public telecommunications networks shall be brought into compliance with the conditions and order provided in Sections 4.12 Interconnections, 5.5 Period Of Limited Competition, 5.6 National and international traffic and 5.3 Local Public Networks of this Agreement by the GOVERNMENT (involving the owners of the relevant networks) and the CONCESSION HOLDER within two years as from the Effective Date.

5.5 Period of Competition

The GOVERNMENT shall treat the CONCESSION HOLDER and other service providers providing the Basic Services after the period of limited competition similarly.

5.6 Tariffs

The CONCESSION HOLDER shall, subject to the provisions below, be free to set the rates for the services provided by it. Such rates are to be published by the CONCESSION HOLDER. The CONCESSION HOLDER shall settle, invoice and receive the amounts corresponding to the rates for the services it renders.

The CONCESSION HOLDER shall have the right to adjust the charges for installation and subscription for residential subscribers in permanent dwellings ("the Residential Charges") not more than four times annually. The adjustment of these charges shall be agreed between the CONCESSION HOLDER and the GOVERNMENT. The Residential Charges shall be adjusted such that they adequately reflect the costs for the CONCESSION HOLDER to provide the relevant services taking into account the average household incomes in East Timor.

In any event, the rates for the Basic Services to residential subscribers in permanent dwellings shall not be greater than necessary for recovering the actual costs and guaranteeing a reasonable profit for providing the Basic Services on a national basis.

5.6.1 Basic Services tariffs and allowable cross subsidies

Tariffs for the Basic Services during the first INSERT = X years can be lower than actual costs, thereby allowing the Operator the discretion to cross-subsidize the Basic Services with revenues from non-regulated services in order to meet the Universal Service Obligation for the Basic Services..

Any cross-subsidies for the Basic Services in existence during this period of the CONCESSION shall be reduced, in a linear regression, starting in year INSERT_X+1 of the CONCESSION, and terminating in year INSERT_Y of the CONCESSION such that the tariffs for the Basic Services from year INSERT_Y+1 of the CONCESSION agreement onward are based on the actual costs plus a reasonable rate of return from year INSERT_Y+1 onward.

5.6.2 Tariff schedules to encourage use of Basic Services

Residential telephone tariffs shall be the same throughout the country.

Differential tariffs (for example, lower rates for evening and night calls) shall be used to encourage the use of the Basic Services.

5.6.3 Annual rate of return

The annual rate of return shall be 12 % per annum, or as negotiated between the CONCESSION HOLDER and the GOVERNMENT prior to the signature of this agreement, averaged over all services including the Basic Services.

5.7 Cost Allocation for Residential Subscribers

The CONCESSION HOLDER shall within INSERT_DURATION years of the Effective Date and after consultation with the GOVERNMENT adopt appropriate rates of installation and subscription charges for residential subscribers, which are based on its business requirements, and determine the assignment procedures thereof, considering Section 4.5 Prohibition on Unfair Competition, Section 4.12 Interconnections, and Section 5.7 Tariffs of this Agreement.

5.8 Modifications Of Terms And Conditions Of The Concession

In the event that during the term of this Agreement there are substantial and material changes unforeseen by either party in

(a) the general economic situation within East Timor, or

(b) the specific circumstances or assumptions, (such as those made in the Preliminary Ten Years Development Plan, Appendix 1) concerning the market, technological, legal, regulatory or other environmental conditions, upon which the CONCESSION HOLDER'S rights and obligations are based, that will make either party suffer severe and unforeseeable hardships in the fulfillment of this Agreement, or

(c) the East Timor national public interest,

the CONCESSION HOLDER and the GOVERNMENT shall consult with each other with a view to make such adjustments and modifications of the terms and conditions of the Agreement as may be required to restore the equitable character of this Agreement and which are consistent with the basic purposes of this Agreement, envisaged in the preamble.

The CONCESSION HOLDER shall have the right to obtain such adjustments or modifications of the terms and conditions of this Agreement as are necessary to restore its economic and financial equilibrium, provided that it is substantially altered in the course of exercising the authorizations granted by the GOVERNMENT or as a direct or indirect consequence of the fulfillment of normative as well as individual acts of the legislative organ, executive-regulative organs of the state and municipal organs, relating to matters such as taxes, custom duties, foreign exchange or labor etc.

The CONCESSION HOLDER shall also have the right to the reestablishment of the economic and financial equilibrium if that equilibrium has been significantly altered by other causes which are extraordinary, unexpected, unforeseeable and foreign to the CONCESSION HOLDER, provided the GOVERNMENT agrees that an appropriate economic compensation is proper under the said circumstances.

Any dispute or controversy with respect to any proposed modification to the Agreement shall be subject to the provisions of Section 9 FINAL PROVISIONS.

The CONCESSION HOLDER shall not be obliged to undertake any action or development which may be damaging to the CONCESSION HOLDER, or which may be deemed not to be practical as concerns technology, economy or use of resources, in case it is incompatible with the objectives of this Agreement.

5.9 Force Majeure

The CONCESSION HOLDER shall not be held to have failed to comply with obligations imposed upon it by or under this Agreement if the CONCESSION HOLDER has not complied with that obligation by reason of any circumstance beyond its control (Force Majeure), such as fire, flood, explosion, accident, emergency, riot or war or other major accidents or circumstances of a similar nature.

Mandatory acts of any national authority, local authority or international organization, labor disputes or blockades, or the failure of suppliers to meet contractual commitments due to any of the aforementioned reasons shall be considered equal to the situation provided in Paragraph 1.

5.1 Taxes, Charges and Import Duties

Payment of taxes shall occur in accordance with the laws of East Timor.

If any taxes, charges or import duties on equipment and other assets intended for the installation and rendering of the Basic Services are changed during the term of this Agreement or any taxes (including value added tax) or charges, different from those valid at the time this Agreement was entered into, are introduced with respect to the activities of the CONCESSION HOLDER, the CONCESSION HOLDER shall have the right to increase accordingly rates for the Basic Services as provided in Section 5.7 Tariffs, unless the GOVERNMENT finds another solution to the problem of compensation.

5.11 Servitude

The CONCESSION HOLDER shall have the right to install and maintain terminal equipment and wiring located at the premises of subscribers and to take actions that may be needed to lay cables, build and make installations on land in another ownership either free of charge or against compensation, as prescribed by law, and to render the Basic Services in accordance with this Agreement and as is prescribed by laws of East Timor and other normative acts.

5.12 Wages and Terms of Employment

The CONCESSION HOLDER shall operate as a commercial enterprise and be free to set the wages and decide on the terms of employment of its employees, unless otherwise provided in the laws of East Timor and other normative acts. The wages shall be no less than the minimum wages in general. The CONCESSION HOLDER shall have the right, if it deems fit, to operate a system of differentiated wages.

6 POWERS OF THE GOVERNMENT

6.1 Exceptional Situation Plan

The CONCESSION HOLDER shall participate with the relevant governmental authorities in establishing recovery plans for cases of calamity that, among other things, may result in serious and substantial interruption or deterioration in the CONCESSION HOLDER'S ability to provide the Basic Services. The CONCESSION HOLDER shall use its reasonable efforts to restore normal services within a reasonable time, among others in cases when the interruption or deterioration is caused by the circumstances set out in Section 5.9 Force Majeure of this Agreement.

6.2 Inspection and Supervision

The GOVERNMENT shall inspect and supervise the activities of the CONCESSION HOLDER for the purpose of ensuring the continuous and efficient rendering of the Basic Services and the compliance with the legal and technical standards governing such services, as well as the obligations imposed on the CONCESSION HOLDER by virtue of this Agreement.

In the exercise of the power granted to the GOVERNMENT by virtue of this Section, officials authorized by the GOVERNMENT may, with adequate prior notice to the CONCESSION HOLDER and in the presence of representatives of the CONCESSION HOLDER, inspect the equipment and facilities of the CONCESSION HOLDER, as well as its files and accounting records, and may demand any information reasonably necessary to supervise the activities of the CONCESSION HOLDER.

The CONCESSION HOLDER shall assist the officials authorized by the GOVERNMENT in performing their duties. At the request of the CONCESSION HOLDER, the resulting information shall be treated as confidential to any third party.

6.3 Evaluation of the Performance of the CONCESSION HOLDER

Based on the reports on the inspection and supervision filed by the officials referred to in Section Inspection and Supervision, of this Agreement, as well as any other information obtained from the CONCESSION HOLDER or other sources, the GOVERNMENT shall, in consultation with the CONCESSION HOLDER, evaluate the performance of the CONCESSION HOLDER and the results thereof not sooner than three nor later than four years after the Effective Date of this Agreement and shall prepare a report concerning its findings and conclusions.

The CONCESSION HOLDER may submit a report to the GOVERNMENT concerning its own evaluation of its performance and the results thereof as well as its views and recommendations concerning the implementation of this Agreement or any other aspect of the legal regulatory environment in which the CONCESSION HOLDER operates.

The GOVERNMENT and the CONCESSION HOLDER shall consult with each other concerning any disagreements with respect to the findings or conclusions of their respective reports. The parties may seek to resolve any such disagreements, taking steps towards modifying this Agreement as consistent with Section 5.8 Modifications Of Terms And Conditions Of The Concession, or in accordance with the provisions of Section 9 FINAL PROVISIONS.

6.4 Legal Succession

In case of liquidation or reorganization of a state organ of the relevant competency, nominated by the government of East Timor referred to as the GOVERNMENT in this Agreement, which has been appointed to exercise the rights and fulfill the obligations under this Agreement, the respective rights and obligations under this Agreement shall pass on to its successor in title.

7 PROTECTION REGIME FOR SUBSCRIBERS AND USERS

7.1 Principle of Equal Treatment

The CONCESSION HOLDER is required to render the Basic Services on a fair and reasonable basis and shall not unreasonably discriminate among similarly situated subscribers and users, nor infringe other rights under law or regulations and provisions prescribed by this Agreement.

7.2 Privacy and security of communications

The CONCESSION HOLDER shall adopt, in accordance with the appropriate legislation, the relevant measures for preserving the privacy and security of the communications transmitted through its system, and the CONCESSION HOLDER may only authorize the disclosure of the content of the said communications with the consent of all the parties to the communication or in cases prescribed by law.

7.3 Performance monitoring/complaint response system

The CONCESSION HOLDER shall establish an efficient, fair and reasonable administrative system for receiving and dealing with complaints and for effecting repairs of failures. The CONCESSION HOLDER shall report to the GOVERNMENT the number of complaints received each year at latest by March 31 of the following year. The CONCESSION HOLDER shall maintain records of the results of repairs, the investigations and decisions regarding complaints and the compensation given as a result of complaints. The GOVERNMENT shall have the right to demand any information reasonably necessary to supervise the CONCESSION HOLDER'S claims response system.

7.4 Subscriber Assistance

The CONCESSION HOLDER shall establish and maintain an efficient assistance service for subscribers and users in accordance with the laws of East Timor and other normative acts, as well as the technical guidelines following from International and European standards.

Among others, the CONCESSION HOLDER shall provide, or procure the provisions of:

7.4.1 Emergency services

Technical capacity for rendering local public emergency services with a uniform national telephone number. This capacity shall be rendered free of charge and shall be available as soon after the Effective Date as practicably possible;

7.4.2 Directory listing services

The availability to each subscriber of a directory that lists subscribers in the respective area. The CONCESSION HOLDER may not assess any charge for publishing the name of a subscriber in the directory, but may assess a charge to subscribers that have required not to be listed in the said directory. The directory shall include, as a minimum, in respect of each listed subscriber, name, address and telephone number; a list of interurban and international area codes; and the impulse frequency table for urban and interurban calls. The directory may also contain classified advertisements and other information;

7.4.3 Directory information services for subscribers

Directory information, through which all subscribers to the switched telephone service may receive information concerning the numbers of the subscribers listed in the directory or directories for the area or areas covered. A reasonable charge may be imposed for this service.

7.4.4 Directory information for other network operators

Directory information service which handles, at a reasonable charge, information requests coming from other operators of telecommunications networks, whether domestic or foreign.

The CONCESSION HOLDER shall not unjustly or unreasonably discriminate between different categories of subscribers and users.

The CONCESSION HOLDER shall receive all applications for Basic Services, maintain an accurate record of the date the application was received and give each applicant a receipt for their own records. The processing of such applications shall be free of charge.

7.5 Basic Services Contracts

The CONCESSION HOLDER shall coordinate with the GOVERNMENT regarding the form of the service contracts used for its Basic Services and any amendments to such service contracts.

7.6 Interruption of Basic Services to Subscribers

The CONCESSION HOLDER may discontinue Basic Services to any subscriber only in case of a failure to pay, or for any other cause in accordance with the relevant service contract(s) under the applicable law, or this Agreement.

7.7 Regulation, Audit and Rate Of Return

The Communications Regulatory Authority (CRA) will audit the operator annually for adherence to allowable rate of return, and for compliance to maximum prices (price caps) for certain regulated basic services included in the agreement.

8 VIOLATIONS, TERMINATIONS AND ANNULMENT OF THE AGREEMENT

8.1 Violations

If the CONCESSION HOLDER either through negligence or intentionally breaches any of the listed items below, the consequences arising from this Agreement and the Law shall follow.

8.1.1 Assignation or transfer of CONCESSION

The assignation or transfer, for any reason, totally or partially, of the CONCESSION; or the entering into any type of association with third parties that transfers the obligation of performing the CONCESSION or of the CONCESSION HOLDER'S control over performing the obligations of the CONCESSION, without the prior authorization of the GOVERNMENT, or otherwise contrary to Section 4.13 Assignment of the CONCESSION;

8.1.2 Breach of prohibition on unfair competition

The breach of the provisions of Section Prohibition on Unfair Competition;

8.1.3 Breach of equal treatment

The breach of the principle of equal treatment, provided in Section 9.1 Mediation;

8.1.4 Interruption of the Basic Services.

The interruption or suspension of the rendering of the Basic Services, except for cases provided in Section 4.2 Intentional Service Suspension or Interruption.

8.1.5 Breach of assets assignation/transfer

The assignation or transfer of assets allocated to the rendering of Basic Services in violation of Section 4.14 Restrictions on Disposal of Assets of the CONCESSION HOLDER;

8.1.6 Obstruction of inspection

The obstruction, or impeding of inspections ordered by the GOVERNMENT;

8.1.7 Bankruptcy

The declaration by the CONCESSION HOLDER of bankruptcy, or the declaration of bankruptcy by the court or another competent organ that the CONCESSION HOLDER is insolvent, or bankrupt. In this case the intention or negligence of the CONCESSION HOLDER shall be irrelevant;

8.1.8 Serious or material breach of this Agreement

Any serious or material breach of this Agreement;

8.2 Notice of a Violation

If any of the events referred to in the preceding Section 8.1 Violations have occurred, the GOVERNMENT shall notify the CONCESSION HOLDER of the violation in writing, indicating the circumstances and reasons for its decision. Within forty-five (45) days following the date of receipt of such notification, the CONCESSION HOLDER shall reply to the GOVERNMENT in writing, setting forth its defense arguments. The failure by the CONCESSION HOLDER to provide a timely response shall be deemed as agreement with the conclusion of the GOVERNMENT.

Starting from the date of receipt of the CONCESSION HOLDER'S reply, or the expiration of the abovementioned forty-five (45) day term, the GOVERNMENT shall adopt its final decision within forty-five (45) days at the latest and notify the CONCESSION HOLDER accordingly.

8.3 Premature Termination and Revocation

The grounds for terminating the Agreement prematurely and thus revoking the CONCESSION granted in this Agreement are;

a) the circumstances envisaged in Subparagraph 8.1.1 Assignation or transfer of CONCESSION or 8.1.7 Bankruptcy;

b) the repeated and willful violation of Section 4.5 Prohibition on Unfair Competition;

c) the interruption described in Section Intentional Service Suspension or Interruption, provided the CONCESSION HOLDER is the cause of the interruption, and the interruption is not corrected within a reasonable period, as established by the GOVERNMENT in writing.

8.4 Other Effects of Violation

In case of other violations contemplated in Section 8.1 Violations, the consequences of which are not designated in Section 8.3 Premature Termination and Revocation, the GOVERNMENT shall decide upon exercising other sanctions as provided in Section 8.2 Notice of a Violation.

8.5 Normal Termination

This Agreement shall terminate naturally upon the expiration of the period set forth in Sections Term and Extension.

8.6 Annulment

This Agreement may also be prematurely terminated if declared null and void by court

, as well as in the event that the CONCESSION is absolutely nullified by the GOVERNMENT in accordance with the law. In case the CONCESSION is nullified by the GOVERNMENT, the CONCESSION HOLDER shall have the right to dispute the decision in court. In the event of partial annulment, the rest of the Agreement shall continue to be in effect in accordance with the terms set forth in the Agreement, whereas the GOVERNMENT and the CONCESSION HOLDER shall, by mutual agreement, exert their efforts to revise this Agreement.

8.7 Effects of Termination and Annulment of the Agreement

Upon the termination or annulment of this Agreement, the parties shall fulfill obligations towards each other as provided in Section 8.7 Effects of Termination and Annulment of the Agreement, Section 8.8 Damage, and Section 8.9 Indemnification for Termination/Annulment , as well as other obligations under this Agreement and the Law.

Dispute resolution proceedings, whether in court or otherwise, initiated before annulment or termination, and rights and obligations arising before such annulment or termination will not be prejudiced by such annulment or termination.

8.8 Damages

If the Agreement is terminated pursuant to the terms set forth in Section 8.3 Premature Termination and Revocation (except as based on 8.1.7 Bankruptcy), the CONCESSION HOLDER shall be required by the GOVERNMENT to indemnify it fully for the resulting damages and injuries.

The amount of this indemnification shall be no greater than ten (10) per cent of the revenue of the CONCESSION HOLDER for the fiscal year corresponding to the latest audited financial statement of the operator.

The CONCESSION HOLDER shall pay such indemnification within three (3) months of notification thereof by the GOVERNMENT.

8.9 Indemnification for Termination/Annulment by the GOVERNMENT

If the termination or annulment occurs due to a cause ascribable to the GOVERNMENT, the GOVERNMENT shall guarantee the CONCESSION HOLDER compensation in an amount that indemnifies it for all damage, and injuries that the CONCESSION HOLDER has suffered as a consequence of such termination or annulment.

However, if such termination or annulment should occur later than fifteen (12) years from the Effective Date, the indemnification shall be limited to cover the direct damage and injuries resulting there from.

8.1 Refurbishment of assets after transfer

A problem can arise towards the end of the CONCESSION period in that the operator may become indifferent to the actual operating condition of the telecommunications infrastructure since the investment, and therefore revenues , are to be transferred soon.

If maintenance in the few years preceding transfer is neglected to reduce operating costs to a minimum and to increase the profit, the facilities transferred may be in sub-optimal condition.

It is therefore necessary to make provision in advance for) adequate funds to be used for possible rehabilitation of the investment after the transfer to the GOVERNMENT, to cover the possibility that the infrastructure may need to be rehabilitated.

8.10.1 Option: Escrow account for rehabilitation

Note that all indicated years and terms are illustrative only.

The average Operation and Maintenance (O&M) costs over the term from year 5 to year 10 (for example) of the CONCESSION will form the benchmark for the computation of annual O&M costs. In the last 5 (for example) years of the CONCESSION, every year in which O&M costs fall below the benchmark, the difference will be deposited in to escrow account.

At the end of the CONCESSION period, on transfer of the facilities to the GOVERNMENT, the escrow account shall be used for rehabilitation and refurbishment of the plant.

8.11 Assurance of continued capital upgrade of telecommunications plant

Telecommunications infrastructure typically requires continuous and significant capital investments . However, Build-Operate-Transfer (BOT) projects are based essentially on the concepts of a once-only investment, making the Installed First Cost (IFC) of the project the principal capital cost, with the investor amortizing the IFC and earning profits over the remaining years of the CONCESSION.

To help ensure an ongoing infrastructure development and modernization during the CONCESSION period the following options A and B are available, if so desired.

8.11.1 Option A: Shared investment between Operator and Transferee

The investments during the last 10 (for example) years of the CONCESSION shall be shared pro rata, based on the remaining number of years of the CONCESSION, between the investor/operator and the party that will take over the investment.

If there are 'x' years remaining in a last investment period of 10 years, the CONCESSION_HOLDER would pay x/10 of the amount, and the GOVERNMENT transferee would pay the remainder.

The CONCESSION_HOLDER retains all the proceeds/revenues from the services, however the CONCESSION_HOLDER may, or may not pay interest (to be negotiated) until the transfer of the portion of the investment made by the future transferee, who will take over the entire investment at the end of the CONCESSION.

8.11.2 Option B: Linear depreciation

If linear depreciation is mandated in the contract, the CONCESSION_HOLDER pays for the entire investment until the end of the contracted period, at which time the transferee pays the book value in cash, with an inflation adjustment factor included.

8.12 Sale of the CONCESSION

The CONCESSION HOLDER may sell the remaining portion of the CONCESSION license period. The GOVERNMENT must approve the terms of the sale, and the qualifications of the new operator.

8.13 Staff transfer

At the end of the CONCESSION period the key staff of the CONCESSION HOLDER will be transferred.

Conditions of employment of the transferee must be agreed one year before the end of the CONCESSION.

9 FINAL PROVISIONS

9.1 Mediation

In the case of any disagreement relating to this Agreement or the CONCESSION granted here, the GOVERNMENT, the CONCESSION HOLDER, or any third party whose rights and obligations arise from this Agreement or the CONCESSION granted here;

at the request of any of either party, each shall appoint two (2) authorized representatives, of whom one may be an external adviser; moreover these representatives shall meet for negotiations in good faith as soon as practicable with a view to settling the disagreement.

The order prescribed by this Section shall not in any way limit or restrict the rights of the parties to refer a matter to arbitration in accordance with Section 9.2 Arbitration.

9.2 Arbitration

Any dispute, controversy or claim arising from or relating to this Agreement, or to a breach, or termination or invalidity of this Agreement, shall be settled finally by arbitration in accordance with the International Chamber of Commerce (ICC) Arbitration Rules in force at the time such reference is made. The number of arbitrators shall be three.

The appointing party shall be the Court of Arbitration of the International Chamber of Commerce. The place of arbitration shall be Copenhagen. The arbitration proceedings shall be conducted in the English language.

9.3 Jurisdiction and Applicable Law

In disputes between the CONCESSION HOLDER and third persons the disputes shall be settled in accordance with laws of East Timor and other normative acts.

This CONCESSION AGREEMENT has been made in duplicate, in English, one copy for each party.