We refer to the (a) Joint Venture Agreement dated
28 February 2001 (the "JVA") entered into between Pacific Internet Limited
("PI"), Primeast Investments Ltd ("Primeast") and Pacific Internet India Private
Limited ("PII"), (b) Cooperation Agreement dated 28 February 2001 (the "Cooperation
Agreement") entered into between PI and Thakral Brothers (Pte) Ltd ("TG"),
(c) Supplementary Agreement dated 28 February 2001 ("Supplementary Agreement
No. 1") entered into between PI and TG, and (d) Deed of Ratification And Accession
Cum Amendment of even date ("Deed of Ratification") entered into between PI,
PII, Primeast and Glade Trading Company Private Limited ("Glade").
The parties hereto agree as follows:
TG shall do all acts and things necessary to ensure that the obligations
of Primeast and Glade as contained in the Deed of Ratification are duly effected
on or before the Completion Date as referred to in the Deed of Ratification.
TG shall procure Glade and Primeast to fulfill all of their obligations
and observe all the provisions of the JVA as amended by the Deed of Ratification.
Subject to such amendments, variations and modifications as provided in
the Deed of Ratification, all provisions of the Cooperation Agreement and
Supplementary Agreement No. 1 shall remain in full force and effect.
PACIFIC INTERNET LIMITED
THAKRAL BROTHERS (PTE) LTD
/S/ TAN TONG HAI
President And Chief Executive Office