Exhibit 10.18

                             COMMONWEALTH UTILITIES
                                   CORPORATION

                                TINIAN POWER PLAN
                                  (RFP97-0002)

                               CONTRACT AGREEMENT
                        (CUC CONTRACT NO: CUC-PG-97-C057)

                               CHANGE ORDER NO. 3

                                  May 11, 2001


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                                  CHANGE ORDER

Change Order Date:                May 11, 2001               Change Order No. 03

Contractor:  Telesource CNMI, Inc.               CUC Contract No. CUC-PG-97-C057

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     This CHANGE ORDER NO. 03 is made in reference to the  AGREEMENT FOR DESIGN,
SUPPLY OF PLANT AND EQUIPMENT, PRIVATE CONSTRUCTION,  MAINTENANCE AND OPERATION,
AND TRANSFER OF OWNERSHIP (Contract No. CUC-PG-97-C057) effective as of June 10,
1997 between the COMMONWEALTH  UTILITIES  CORPORATION and TELESOURCE CNMI, INC.,
as amended by Change Orders No. 1 and No. 2 thereto (the "Original  Agreement").
To the extent the terms and  conditions  of the  Original  Agreement  are not in
conflict with the terms and conditions of this Change Order No. 3 the provisions
of both the  Original  Agreement  and this  Change  Order No. 3 shall  hereafter
govern the rights and  obligations of the parties  (collectively,  the "Expanded
Agreement").

                                    Recitals

A.   Effective  as of October 11,  1996,  CUC issued  Request for  Proposal  No.
     97-0002, which solicited responses from independent power producers for the
     design  engineering,  erection and operation of a power production facility
     on the  island  of Tinian  which was  capable  of  sustaining  a 10 MW load
     expandable up to 30 MW.

B.   Effective as of June 10, 1997,  CUC and  Contractor  executed and delivered
     the Original Agreement.

C.   On November 30, 1998,  CUC and  Contractor  executed and  delivered  Change
     Orders No. 1 and No. 2,  authorizing the expansion of the Plant  Facilities
     to be capable of sustaining a 30 MW load and clarifying Section 11.2 of the
     Original  Agreement  regarding  the  review,  comment  and  approval of all
     Drawings.

D.   Both CUC and Contractor  wish to further modify the Original  Agreement to,
     among other things, provide for an additional extension of the term of such
     Original  Agreement  and to modify the pricing  structure  pursuant to such
     Original Agreement.

                                    Agreement

NOW,  THEREFORE in consideration  of the premises and the mutual  agreements set
forth  herein,  and for other good and valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereby  agree as
follows:

1.   Definitions.  Unless otherwise defined,  all capitalized terms used in this
     Change  Order No. 3 are  defined  in the  Original  Agreement  and are used
     herein as so defined.

2.   Suspension of Escalator in Original Agreements; Escalator to be applied for
     Extended Term.


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     For the period  commencing  January 1, 2001 and  terminating  December  31,
     2005, Contractor agrees to suspend the application of the GDPIPD Adjustment
     (the  "Escalator") to the Operations and Maintenance Fee and Production Fee
     payable  pursuant  to Section  6.2 of the  Original  Agreement.  Commencing
     January 1, 2006 the  GDPIPD  Adjustment  set forth in Section  6.2.4 of the
     Original  Agreement  shall be in full force and effect  until  February 28,
     2009. The year 2005 shall be treated as the base year for  calculating  all
     subsequent  GDPIPD  Adjustments.  For the period of the Extended  Term, the
     Escalator to be applied will be the annual GDPIPD increase only.

3.   Extended Term.

     (a) This Expanded  Agreement  shall become  effective upon the execution of
     this Change  Order No. 3, and shall  remain in full force and effect  until
     the later of (1) March 31, 2020 (10 years from the  completion  of the term
     of Change Order No.1),  or (2) the  completion  of the term (as agreed upon
     pursuant to  Subparagraph  (c) below) if additional  generator  unit(s) are
     added. CUC agrees to extend the Term of the Lease for the Site, recorded at
     File  No.  98-2806,  Commonwealth  Recorder,  upon  similar  terms to those
     currently  in  place  if  necessary  to  equal  the  term of this  Expanded
     Agreement.

     (b)  (i) The rate CUC shall pay for power  produced  will not change during
     the terms of the  Original  Agreement  and the Expanded  Agreement  (Change
     Order No. 1) for the period those agreements are in effect except as agreed
     in Paragraph 2 above.

          (ii) Base Load Rate During  Extended  Term. At the expiration the term
     of the Original  Agreement,  effective  March 1, 2009 and  extending  until
     March  31st  2020,  CUC will  pay a fee of $ 0.03  (three  cents)  plus the
     applicable annual GDPIPD price adjustments per each  kilowatt-hour CUC uses
     each month up to 5,140,000 kilowatt-hours.  The rate starting March 1, 2009
     will be adjusted to include GDPIPD adjustments from January 1, 2005 through
     February 28, 2009.  Thereafter  the rate will be adjusted  annually for the
     GDPIPD..

          (iii) Excess Load Rate During  Extended Term. At the expiration of the
     Expanded  Agreement  (Change  Order  No.  1)  effective  April 1,  2010 and
     extending  until March 31, 2020 CUC will pay a fee of $ 0.03 (three  cents)
     plus the applicable  GDPIPD price  adjustments per  kilowatt-hour  CUC uses
     each month in excess of the Base Load  limit.  The rate  starting  April 1,
     2010 will include GDPIPD adjustments from January 1, 2005 through March 31,
     2010. Thereafter the rate will be adjusted annually for the GDPIPD.

     (c) In the event  additional  generation  unit(s)  are added by  Contractor
     pursuant to Paragraph 5 of Change Order No.1,  the term for such  expansion
     shall be as  mutually  agreed  upon,  CUC shall pay in  addition to payment
     under Paragraph (b) above an additional fee for power produced in excess of
     the Base and Second Phase Loads,  at a rate per  kilowatt-hour  as mutually
     agreed upon by the parties.

4.   Early  Termination.  After  December 31, 2010, and upon a six month written
     notice to  Contractor,  CUC shall have the right to terminate this Expanded
     Agreement.  In the event CUC exercises this early  termination  right,  CUC
     shall promptly pay an early  termination fee in the amount of $6,000,000 to
     Contractor.

5.   Exclusivity.  During  the term of this  Expanded  Agreement,  CUC shall not
     purchase (nor agree to purchase) for any given period  electric energy from
     any power producer other than  Contractor for


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     the Island of Tinian,  unless CUC first  purchases  (or agrees to purchase)
     from Contractor the maximum  electrical output generated or to be generated
     by the 30 MW Plant Facilities for the same period at the competitive prices
     set  forth  herein  or  as  otherwise  agreed.  Contractor  agrees  to  add
     additional  generation  units to meet  future  demands for the rates in the
     Expanded Agreement, subject to CUC's approval.

6.   Further Expansion. During the term of the Expanded Agreement, if CUC wishes
     for  Contractor  to expand its  production  capacity,  both  parties  shall
     negotiate in good faith mutually  agreeable  terms for such expansion prior
     to  negotiating  such  matter  with any  other  party.  CUC  shall  provide
     Contractor  with prompt  written  notice of its  intention  to expand power
     production on the island of Tinian.

7.   Research and Development. Contractor shall support and conduct research and
     development  activities regarding such matters as alternative power sources
     and the  improvement  of  distribution  line  losses in such  manner and in
     amounts as Contractor deems  reasonable in its sole discretion.  Contractor
     shall maintain a laboratory for such purposes near the Plant Facilities and
     hire or contract with individuals  capable of conducting such activities as
     Contractor  reasonably sees fit. The operations of research and development
     laboratory  shall not interfere with the provision of services  pursuant to
     this  Expanded  Agreement.  The results of such  research  and  development
     activities  shall be the property of the Contractor and will be shared with
     CUC, subject to confidentiality restrictions.

8.   Training.  Contractor  shall  invite,  allow and make  available  a certain
     number of places for CUC  personnel to join  Contractor's  own personnel in
     the training courses that Contractor  carries out in its ordinary course of
     business to update and upgrade Contractor's personnel's knowledge in fields
     such as Modern Power Plant Management Aspects,  i.e. SCADA,  Environmental,
     Transmission,  Safety and Loss Prevention,  etc. Such training arrangements
     shall  be  conducted  by  professionals  in  their  respective   fields  of
     discipline from recognized and accredited  institutions.  Contractor  shall
     not charge CUC any fee for such participation.

9.   Distribution  System.  Contractor  shall  upgrade  solely the  high-voltage
     component of CUC's current  electrical  distribution  system (installed and
     available as of April 15th, 2001) on Tinian from 4KV to 13.8KV at no charge
     to CUC. The upgrade will  include,  but is not limited to the tasks set out
     in attached  Schedule 1.  Contractor  will  operate and  maintain the CUC's
     existing  distribution  system up to the point of electrical meter, and all
     future  distribution  systems  purchased and installed by CUC on Tinian for
     the duration of the Expanded  Agreement at no cost to CUC. A memorandum  of
     agreement  shall be executed and delivered by the parties  hereto as to the
     working  relationships  and the respective  parties'  responsibilities  and
     duties as to customer service  procedures.  Notwithstanding  the foregoing,
     CUC will remain  responsible  at its own cost and expense for all  customer
     service matters regarding such distribution system,  including any customer
     complaints or other communications.

10.  Permits.  Contractor  shall  maintain  its  current  material  governmental
     permits  and shall  continue  to comply  with all  applicable  governmental
     permits, regulations and guidelines.

11.  Workers. Contractor shall use its best efforts to fill employment positions
     in the Plant Facilities with qualified  residents of Tinian,  as and to the
     extent such  residents  are  available  and  agreeable to the terms of such
     employment which shall include not include any unreasonable requirements.


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12.  Customer Matters.  Holding all legal and title to the power produced by the
     Plant,  CUC  shall  be  responsible  at its own cost  and  expense  for all
     customer  service  matters  relating  to such power  produced by the Plant,
     including  invoicing,  the  collection  of  receivables  and  responding to
     customer  inquiries  and  complaints.  A memorandum  of agreement  shall be
     executed  and   delivered   by  the  parties   hereto  as  to  the  working
     relationships and the respective parties' responsibilities and duties as to
     customer service procedures.

13.  Section  19.2.1.  Section  19.2.1 of the Original  Agreement is amended and
     restated to provide in its entirety:

               "If  Contractor  shall fail to observe  or perform  any  material
          covenant or material  agreement  contained in this Agreement and shall
          fail to materially  cure such failure  within  fifteen (15) days after
          written  notice  thereof  shall have been given to  Contractor by CUC;
          Days  attributed  for shipment of materials  for purpose of cure shall
          not be counted towards this fifteen (15) day period"

14.  Prepayment.  Schedule II to the Original Agreement regarding prepayments is
     hereby amended and restated as set forth in Schedule 2.2 hereto.

15.  Savings.  All of the rights and  obligations of the parties as set forth in
     the Original  Agreement (as amended by any Change Orders entered into prior
     to the date hereof)  shall apply to this  Expanded  Agreement to the extent
     they do not conflict with the express terms of this Change Order No 3.

          SIGNATURES               (to be signed in order listed)

CERTIFICATIONS

1. Procurement & Supply Office

I hereby  certify  that to the  best of my  information  and  belief  that  this
contract is in compliance with the CUC procurement regulations,  is for a public
purpose, and does not waste or abuse public funds.

/s/MARIANO DLG. FAJARDO                                 5/8/01
--------------------------------------                  -----------------
MARINAO DLG. FAJARDO                                    Date
Procurement & Supply Manager, CUC

2. Comptroller

I hereby certify that there are sufficient  funds available for the execution of
this Change Order.

/s/RUFO T. MAFNAS                                       5/8/01
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RUFO T. MAFNAS                                          Date
Comptroller


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3. Attorney General

I hereby certify that this contract has been numbered,  reviewed and approved as
to form and legal capacity.

/s/HERBERT SOLL                                         5/9/01
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HERBERT SOLL                                            Date
Attorney General

SIGNATURES OF THE PARTIES

4. Commonwealth Utilities Corporation (CUC)

/s/TIMOTHY P. VILLAGOMEZ                                5/10/01
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TIMOTHY P. VILLAGOMEZ                                   Date
Executive Director/Contracting Officer

/s/JESUS T. GUERRERO                                    5/10/01
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JESUS T. GUERRERO                                       Date
Chairman/CUC Board of Directors

5. CONTRACTOR - Telesource CNMI, Inc.

     On behalf of  Telesource  CNMI,  Inc., I represent  that I am authorized to
bind  Telesource  CNMI,  Inc.  to the  terms  of this  Change  Order,  and by my
signature I do so hereby accept for Telesource,  CNMI, Inc., and bind Telesource
CNMI, Inc. that no person associated with Telesource CNMI, Inc. has retained any
person in violation of Section 6-205 of the CUC Procurement Regulations.

/s/K.J. Semikian                                        5/10/01
--------------------------------------                  -----------------
K.J. Semikian                                           Date
President/CEO

********************************************************************************

6. Certification of Contract Completion

I hereby  certify  that this  contract  bears  all  required  signatures  and is
therefore complete.

/s/MARIANO DLG. FAJARDO                                 5/11/01
--------------------------------------                  -----------------
MARIANO DLG. FAJARDO                                    Date
Procurement & Supply Manager, CUC


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                                  SCHEDULE 2.2
                   PREPAYMENT FOR PHASE I AND EXPANSION PHASE
              (This schedule replaces schedule 2 and Schedule 2.1)

              PHASE I & EXPANDED PHASE              AMOUNT IN US$
              ------------------------              -------------
              End of Year 3                          28,000,000
              End of Year 4                          25,000,000
              End of Year 5                          21,000,000
              End of Year 6                          17,250,000
              End of Year 7                          14,000,000
              End of Year 8                          11,000,000

Early  Termination of Changer Order No. 3 option  available  beginning March 31,
2010 for $6,000,000. This option is available at anytime starting March 31, 2010
with a 6 month notice.