TABLE OF CONTENTS

RECORDAL

INTERPRETATION AND DEFINITIONS

INTERCONNECT RATE GROUPS

CHARGES AND PAYMENTS

EFFECTIVE DATE OF THIS AGREEMENT

SUSPENSIVE CONDITIONS

WHOLE AMENDMENT

hclb\g:\TELKOM.INTERCONNECT_AMEND(01/08/21)

INTERCONNECTION AGREEMENT

between

Telkom SA (Pty) Ltd

(hereinafter referred to as "Telkom")

and

Cell C (Pty) Ltd

(hereinafter referred to as "Cell C")

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RECORDAL

1.1

On 16 February 1994 Vodacom (Pty) Ltd ("Vodacom") and

MTN (Pty)  Ltd ("MTN") respectively concluded

Interconnection Agreements with Telkom as well as

subsequent amendments thereto which Interconnection

Agreements, as amended, ("the Interconnection

Agreements") subsist.

1.2

The Parties have agreed

1.2.1

that upon signature of this Agreement, the terms and

conditions of the Interconnection Agreements shall --

in so far as interconnection (not facilities leasing) is

concerned -- apply, mutatis mutandis, between the

parties and constitute the Interconnection Agreement

between them for such purposes; and

1.2.2

to amend the Interconnection Agreement as set forth

herein.

INTERPRETATION AND DEFINITIONS

2.1

In this Agreement all words and phrases defined in the

Interconnection Agreement shall bear corresponding

meanings unless the context otherwise clearly indicates.

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2.2

All amounts set out in this Agreement are exclusive of

Value Added Tax.

INTERCONNECT RATE GROUPS

The parties hereby agree that with effect from 1 November

2001 the following rate groups and time periods shall replace

those currently provided for in Part A of Appendix 6 to the

Interconnection Agreement and apply to all National Calls

originating on the PLMN and conveyed on the PSTN, all

National Calls originating on the PSTN and conveyed on the

PLMN and to all International Calls destined for the PLMN:

 Peak    - 07:00 to 20:00 Mondays to Fridays

 Off-peak - all other hours

CHARGES AND PAYMENTS

4.1

National Calls

4.1.1

National Calls originating on the PLMN

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4.1.1.1

The parties hereby agree that with effect from

1 November 2001:

4.1.1.1.1

The following interconnect rates (as

referred to in "B" of the formula set out

in clause 5.2.1 of the Interconnection

Agreement) will be payable to Telkom by

Cell C and shall replace those provided

for in Part A of Appendix 6 to the

Interconnection Agreement:

   Peak  - R0,21 (twenty one cents) per

   minute

   Off-peak - R0,10 (ten cents) per

   minute

4.1.1.1.2

Save for the discount of 25% (twenty

five percent) in respect of Community

Service Calls which shall remain, the

discounts granted by Telkom to Cell C on

the amounts payable by Cell C to Telkom

in respect of National Calls (as currently

provided for in clause 5.2.5.1 of the

interconnection Agreement) shall no

longer apply as from 1 November 2001.

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4.1.2

National Calls originating on the PSTN

4.1.2.1

The parties hereby agree that with effect from

1 November 2001:

4.1.2.1.1

The formula set out in clause 5.2.2 of

the Interconnection Agreement shall be

amended so as to equate "E" and "B"

and to remove all references to "C" and

"W".

4.1.2.1.2

The following interconnect rates (as

referred to in "B" of the formula set out

in clause 5.2.2 of the Interconnection

Agreement) shall be payable to Cell C by

Telkom:

   Peak  - R1,23 (one Rand and twenty

   three cents) per minute

   Off-peak - R0,73 (seventy three

   cents) per minute

4.1.2.1.3

Telkom shall maintain at least one retail

tariff offering to its customers connected

to automatic and to manual exchanges

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for National Calls made to the PLMN

from within the Territory in respect of

which

4.1.2.1.3.1

the nominal amounts it retains,

being the difference between the

published per minute retail tariffs

charged by it to its customers for

National Calls made to the PLMN

from within the Territory and the

interconnect rates payable to Cell C

by Telkom (as set out in clause

4.1.2.1.2), shall be no greater than

   Peak - R0.33 (thirty three cents)

   per minute

   Off-peak - R0.20 (twenty cents)

   per minute

4.1.2.1.3.2

the sum of the nominal amounts it

retains and the interconnect rates

payable to Cell C, as

aforementioned, shall constitute

Telkom's retail tariffs for such calls.

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4.1.3

Non-discrimination: Interconnect rates and retail

tariffs

4.1.3.1

The parties hereby undertake

4.1.3.1.1

not to discriminate against one another

as far as the provision of interconnection

is concerned;

4.1.3.1.2

to treat one another no less favourably,

both in general and in particular as far as

interconnect rates are concerned, than

they treat other licensed providers of

public switched or public mobile cellular

telecommunication services; and

4.1.3.1.3

that interconnect rates are not to exceed

retail tariffs for the provision of

equivalent services.

4.1.3.2

Notwithstanding the provisions of clauses

4.1.1.1.1 and 4.1.2.1.2, neither Telkom nor

Cell C shall with effect from 1 November 2001

be obliged to pay the peak interconnect rates

as provided for in clauses 4.1.1.1.1 and

4.1.2.1.2 should such rates exceed

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4.1.3.2.1

the peak interconnect rates, related to

the conveyance of all voice Calls,

provided to other licensed providers of

public switched or public mobile cellular

telecommunication services (excluding

interconnect rates related to the

conveyance of Community Service Calls,

or any other particular type of Call as

might be agreed between the parties); or

4.1.3.2.2

relevant peak retail tariffs applying to all

voice Calls (excluding tariffs applying to

Community Service Calls, or any other

particular type of Call as might be agreed

between the parties).

4.1.3.3

The relevant peak retail tariffs referred to in

clause 4.1.3.2.2, that are to be used for

comparative purposes, shall

4.1.3.3.1

be the tariffs as published by the

particular party;

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4.1.3.3.2

be the tariffs applying to Calls made

during peak time, which for purposes

hereof is defined as 07:00 to 19:00

Mondays to Fridays (excluding public

holidays);

4.1.3.3.3

be the minimum tariff that it is

theoretically possible for a customer to

pay for a one minute call. Such

minimum tariff shall be calculated taking

into account the total actual cost to the

customer and shall include all obligatory

ancillary charges, which shall be

allocated in total to the peak tariffs

provided for in the tariff offering

(whether billed on a monthly, annual or

other timed basis);

4.1.3.3.4

exclude all tariff offerings applying to

minutes of Calls as generated (calculated

per Accounting Period) in respect of

which the number of minutes is equal to

or less than 2% (two percent) of the

total number of minutes (calculated per

Accounting Period) of all National Calls

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conveyed from the PSTN to the PLMN (in

respect of a Telkom tariff) or from the

PLMN to the PSTN (in respect of a Cell C

tariff);

4.1.3.3.5

exclude all tariff offerings which apply

for a period of 60 days or less;

4.1.3.3.6

not be dependant on the manner in

which it may be packaged or whether

such tariffs are indicated as being

charged on per second or any other

unitized basis;

4.1.3.3.7

in respect of Cell C be the tariffs

applicable to Calls originating on the

PLMN and destined for either Cell C's

PLMN or the PLMN of a similarly licensed

PLMN Operator, whichever is the lower;

and

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4.1.3.3.8

in respect of Telkom be the tariffs

applicable to Calls originating on the

PSTN and destined for either Telkom's

 PSTN or the PSTN of a similarly licensed

PSTN Operator, whichever is the lower.

4.1.3.4

In the event of Cell C or Telkom

4.1.3.4.1

providing peak interconnect rates to

other licensed providers of public

switched or public mobile cellular

telecommunication services; or

4.1.3.4.2

offering its customers relevant peak retail

tariffs, which are lower than the peak

interconnect rates provided for in clauses

4.1.1.1.1 and 4.1.2.1.2, the affected

party shall deliver a notice in writing to

the other party -- advising it of this

occurrence and setting out in reasonable

detail the basis for its allegations --

whereafter the parties shall forthwith

meet and negotiate, in good faith, with a

view to adjusting the interconnect rates.

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Should the parties fail, within 30 (thirty)

days of receipt of the notice, to reach

agreement on appropriate adjustments to

be made to the interconnection rates or

to otherwise resolve the matter, same

shall be considered a dispute for

purposes of clause 30 of the

Interconnection Agreement. The

affected party shall be entitled to reduce,

with effect from the date of deemed

receipt of the notice, the interconnect

rates provided for in clauses 4.1.1.1.1

and 4.1.2.1.2 to be equal to the relevant

peak interconnect rate provided by the

other party to another licensed provider

of public switched or public mobile

cellular telecommunication services, or to

the peak retail tariff offered by the other

party to its customers, provided that

should final resolution of the dispute not

favour the affected party it shall

promptly pay any sum found to be due,

together with interest thereon calculated

at the prime overdraft rate charged by

the Standard Bank of South Africa

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Limited, from time to time. Should

Telkom be the affected party, it shall

during the relevant period not be

considered to be in breach of the

provisions of clause 4.1.2.1.3.

4.2

International Calls

4.2.1

International Calls originating on the PLMN

The parties hereby agree that the discount of 17%

(seventeen percent) currently granted to Cell C on

Telkom's retail tariffs for International Calls shall be

increased to 25% (twenty five percent) with effect

from 1 November 2001. Thus, the factor of ".83"

as provided for in the formula contained in Part C of

Appendix 6 to the Interconnection Agreement shall

be replaced with a factor of ".75".

4.2.2

International Calls destined for the PLMN

The parties hereby agree that the interconnect rates

(the "applicable amount" as referred to in "K" of the

formula set out in clause 5.3.2 of the

Interconnection Agreement) payable to Cell C by

Telkom for the conveyance of International Calls

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shall be and remain equal to the interconnect rates

payable to Cell C by Telkom for National Calls

originating on the PSTN (as provided for in clause

4.1.2.1.2).

4.3

Review of Interconnect Fees and Retention Amounts

The interconnect rates provided for in clauses 4.1.1.1.1

and 4.1.2.1.2 as well as the retention amounts provided

for in clause 4.1.2.1.3.1 shall remain unchanged until 31

December 2002, whereafter

   Telkom shall be entitled to increase the interconnect

   rates referred to in clause 4.1.1.1.1 and the retention

   amounts provided for in clause 4.1.2.1.3.1; and

   Cell C shall be entitled to increase the interconnect

   rates referred to in clause 4.1.2.1.2,

once a year with effect from 1 January of each year,

provided that notice of such increase is furnished by the

party effecting the increase to all other parties no later

than 30 September of the preceding year. Such increase

shall further be limited to an amount not exceeding the

higher of CPI or R0.02 (two cents) and no carry-over of

increases from one year to another shall be permissible.

The party effecting the increase shall be responsible for

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obtaining all approvals and authorizations as might be

necessary to enable it to do so. For purposes hereof CPI

shall mean the official Consumer Price Index as calculated

for the twelve-month period ending on 31 August of the

year preceding the increase.

EFFECTIVE DATE OF THIS AMENDMENT TO AGREEMENT

5.1

This Agreement shall come into effect on 1 November

2001.

5.2

The provisions of this clause 5 are subject to the provisions

of clause 6 below.

SUSPENSIVE CONDITIONS

6.1

This Agreement is subject, in its entirety, to the fulfilment

of the following suspensive conditions:

6.1.1

By 7 September 2001, Telkom and Vodacom and,

Telkom and MTN signing agreements amending the

Interconnection Agreements subsisting between them

on substantively the same terms and conditions as

contained herein;

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6.1.2

By 15 October 2001, ICASA determining that it does

not object to the amendments set forth in this

Agreement.

WHOLE AMENDMENT

7.1

This Agreement comprises the entire amendment to the

Interconnection Agreement with regard to the matters set

forth herein, and no further amendment or variation of the

Interconnection Agreement with regard to the matters set

forth herein shall be of any force or effect unless reduced

to writing and signed by the parties hereto.

7.2

Insofar as this Agreement does not effect amendments to

the remaining provisions of the Interconnection Agreement

such provisions shall remain of full force and effect. The

parties do, however, record their intention to further amend

the Interconnection Agreement inter alia to incorporate the

terms of the applied Interconnection Agreement and this

Agreement into one document and to further bring such

Agreement in line with changed legislative, regulatory and

other requirements.

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SIGNED AT                                   PRETORIA                            ON             22 AUGUST              2001

AS WITNESSES

/S/

/S/

For and on behalf of

TELKOM SA LTD

/S/                                                                 	     /S/

SIGNED AT                                   SANDTON                            ON             31 AUGUST              2001

AS WITNESSES

For and on behalf of

CELL C (PTY) LTD

/S/

/S/

AMENDMENT TO INTERCONNECTION AGREEMENT

AND AMENDMENT TO AGREEMENT

Telkom SA Limited ("Telkom") and Vodacom (Proprietary) Limited ("Vodacom")

on the one hand and Telkom and Cell C (Proprietary) Limited ("Cell C") on the

other hand, hereby agree to amend both the Amendment to Agreement entered

into between Telkom and Vodacom on 4 September 2001 and the

Interconnection Agreement entered into between Telkom\and Cell C on 31

August 2001 by deleting "7 September 2001" in v. jse 6.1.1 of both

agreements and substituting therefor "14 September 2001'

SIGNED AT                                   PRETORIA                            ON             18 SEPTEMBER              2001

AS WITNESSES

/S/                                                                 	     /S/

For and on behalf of

TELKOM SA LTD

AS WITNESSES

/S/                                                                 	     /S/

SIGNED AT                                   MIDRAND                            ON             19 SEPTEMBER              2001

AS WITNESSES

For and on behalf of

VODACOM  (PTY) LTD

/S/                                                                 	     /S/

SIGNED AT                                   SANDTON                            ON             18 SEPTEMBER              2001

AS WITNESSES

For and on behalf of

CELL C  (PTY) LTD