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                                                                   Exhibit 10.11
                                SERVICE AGREEMENT

         THIS SERVICES AGREEMENT (the "AGREEMENT") is entered into and effective
as of April 1, 2002 by and between:

         CLEARWAVE SERVICES (MAURITIUS) LTD., a limited liability company
incorporated under the laws of Mauritius, having its head office at 608 St.
James Court, St. Denis Street, Port Louis, Mauritius, registered with Register
of Companies, Port Louis, under file no. 24170/5709, duly represented by Aslam
Koomar (hereinafter referred to as "THE SERVICE PROVIDER"),

         And

         CLEARWAVE HOLDINGS BV, a company organized and existing under the laws
of The Netherlands, having its headquarters located at Strawinskylaan 707 1077
XX Amsterdam, registered with Amsterdam Chamber of Commerce under no.34171018,
duly represented by Kees Van Ravenhorst, or any affiliated company thereof
(hereinafter referred to as " THE BENEFICIARY "),

         hereinafter collectively referred to as the "PARTIES", each a "PARTY".

                                    RECITALS

         WHEREAS, the Beneficiary's customer is engaged in the mobile telephony
business in Romania and has experienced personnel in the area of designing,
installation, maintenance and development of mobile telecommunications networks;

         WHEREAS, the Beneficiary's customer is continuing to improve its
technical and management strategy for enlarging the customer portfolio and
therefore envisages a business growth which requires additional resources of
highly-skilled personnel with specific expertise in the mobile telephony
industry;

         WHEREAS, the supplied staff shall be working under the authority of the
Beneficiary's customer;

         WHEREAS, both Parties are willing to enter into this Agreement;

         NOW THEREFORE, in consideration of the foregoing recitals and the
covenants and conditions set forth in this Agreement, the Parties agree as
follows:

1.       SCOPE OF WORK

1.1      Service Provider agrees to supply the services stipulated under Section
         1.2. (hereinafter called "the Services") directly to the Beneficiary's
         customer to whom the Beneficiary undertook to render services similar
         and/or identical with the Services hereunder and the Beneficiary agrees
         to pay the Service

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         Provider a Service Fee under the terms and conditions stipulated under
         Section 4 below.

1.2      The Services rendered by the Service Provider to the Beneficiary shall
         consist of supply of personnel to meet even a temporary and/or sudden
         demand for personnel (hereinafter called "the Personnel") raised by the
         Beneficiary to the Service Provider. Every time the Beneficiary decides
         at the request of its customer that it needs to have available a number
         of personnel who can be suddenly assigned to complete works for the
         Beneficiary's customer, the Service Provider shall ensure the supply of
         Personnel to the Beneficiary's customer. The Personnel shall carry out
         the following tasks (hereinafter called the "Tasks"):

1.2.1.   provide technical and operational support relating to technical and
         operational processes and systems necessary to allow the Beneficiary's
         customer to develop into a first tier wireless operator in Romania,
         including general management, project management, information systems
         and technology, network management, deployment and expansion and
         marketing support;

1.2.2.   provide support to the Beneficiary's customer, including through the
         following:

         -   planning, projecting, installing, operating and maintaining
             wireless systems;

         -   studies on market demand, marketing and sale of wireless services;

         -   financial and reporting structure of the Beneficiary's customer and
             its subsidiaries and branches; and

         -   structure of human resources, business plan and tariff structure.

1.2.3.   provide, through the Service Provider's personnel, further support
         services e.g. financial and accounting services, legal services, ad hoc
         support services for bids or acquisitions, and project management
         services.

1.3.     From time to time, the Beneficiary shall order Services through a
         request to the Service Provider using the service request form
         ("SERVICE REQUEST"), a copy of which is attached hereto as Appendix A.
         Within ten (10) business days after receipt of the Service Request, the
         Service Provider shall send the Beneficiary a completed staffing
         authorization form ("STAFFING AUTHORIZATION FORM"), a copy of which is
         attached hereto as Appendix B, for execution by both the Service
         Provider and the Beneficiary.

1.4.     The Services rendered by the Service Provider may be expanded to cover
         other services only in writing through an Additional Act hereto.

1.5.     The Personnel supplied hereunder shall not have the right to represent
         the Beneficiary's customer in the latter relations with third parties.
         Notwithstanding its assignment to the Beneficiary's customer, the
         Personal shall remain throughout the duration of the assignment the
         employee or consultant of the Service Provider.

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1.6.     The Personnel supplied based on this Agreement shall be working under
         the supervision of the Beneficiary's customer and shall follow
         exclusively the instructions received from Beneficiary's customer

2.       PROVISION OF SERVICES

2.1      The Service Provider undertakes to recruit and appoint the appropriate
         Personnel to carry out in favour of the Beneficiary's customer the
         Tasks referred under the herein Agreement.

2.2      The Service Provider shall perform its Services according to the best
         of its abilities. The liability for the timely and appropriate delivery
         of Personnel shall be entirely and exclusively borne by the Service
         Provider. The Service Provider accepts to be held liable by the
         Beneficiary's customer referred to under Section 1.1., to whom the
         Beneficiary assigned the right to exercise directly any and all claims
         the Beneficiary might have against the Service Provider hereunder. The
         Beneficiary included in the service agreement concluded between the
         Beneficiary and its customer an appropriate language regarding the
         assignment to its customer of any and all rights related to the
         aforesaid claims in Court and off Court.

2.3      When any documents or any other goods related to the performance of the
         Services under this Agreement are in the Service Provider's possession
         in order to ensure the proper rendering of the Services, the Service
         Provider shall ensure that all the above items are stored and
         maintained under such conditions that the quality of the goods is not
         affected and the access of third parties to the documents is closed
         unless otherwise required by the Beneficiary or directly by the
         Beneficiary's customer. The Beneficiary shall not have in possession
         any company documents or any other goods belonging to the Service
         Provider or to the Beneficiary's customer.

2.4      At all times, the Beneficiary and/or its customer shall provide the
         Service Provider with access to the information required for the
         provision of the Services and completion of the Tasks. More
         specifically, the Beneficiary and/or its customer shall provide the
         Service Provider with access to its staff and information required for
         the completion of the Tasks, in accordance with the provisions of this
         Agreement. Any delay, misconduct, non-performance or any other kind of
         non-compliance with the Beneficiary's obligation and/or with the
         obligation of the Beneficiary's customer as stipulated under the
         agreements between the Beneficiary and the Service Provider and
         respectively between the Beneficiary's customer and Beneficiary, to
         render the Service Provider with access to information shall
         accordingly exonerate the Service Provider which have acted diligently
         from its obligations under this Agreement, until the Beneficiary and/or
         the Beneficiary's customer remedy/s the situation or when the
         contractual terms of the Service Provider's obligations are re-assessed
         under the new circumstances.

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3.       THE SERVICE PROVIDER'S RESPONSIBILITY

3.1      The Service Provider shall not be liable towards the Beneficiary and/or
         the Beneficiary's customer for the damages suffered by the latter as
         the result of the non-compliance with the advice provided by the
         Service Provider's personnel.

3.2      In no event shall the Service Provider be liable for any loss, damage,
         cost or expense arising in any way from or connected with negligence or
         neglect, fraudulent acts or omissions, misrepresentations or willful
         default by the Beneficiary, its employees, the Beneficiary's customer
         and its employees and/or any other related entities or other providers.

4.       PAYMENT

4.1.     For the purposes of this Agreement, the Beneficiary shall pay, in
         consideration of the Services provided hereunder by the Service
         Provider the Service Fee computed as shown below.

4.2.     The Services shall be billed to the Beneficiary at the Service
         Provider's costs and expenses incurred with respect to such Services,
         taking into account only the employee costs or expenses which are
         directly and/or indirectly related to the Services performed, plus the
         mark-up referred to under Section 4.7 herein.

4.3.     The costs and expenses directly and indirectly related to the Services
         performed, as referred to under Section 4.2. above, include without
         being limited to:

4.3.1.   Labour costs, consultant fees and expenses incurred by the Service
         Provider in connection with the Services;

4.3.2.   All other reasonable costs (i.e. travel, hotel accommodation, meals,
         conferences, business training, administrative and any other
         miscellaneous expenses) incurred by the Service Provider and directly
         or indirectly related to the provision of the Services.

4.4.     There shall be no charges for time spent by representatives of the
         Service Provider in attending meetings of the Board of Administration
         or General Assembly of the Shareholders of the Beneficiary's customer
         if the course of business would require the occasional attendance of
         such meetings by the Service Provider's employees or consultants. Such
         employees and/or consultants of the Service Provider attending the
         Board of Administration or General Assembly of the Shareholders shall
         not represent the Beneficiary's customer in the latter relations with
         third parties and shall not be considered to become permanent members
         in the Board of Administration or the General Assembly of Shareholders.

4.5.     The estimated annual costs shall be submitted for approval to the
         Beneficiary at the commencement of each fiscal year in the form of an
         annual budget. The

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         projections of the estimated annual cost shall be based on the monthly
         cost multiplied by the expected number of months of service. The
         estimated annual costs shall cover the minimum amount of Services
         needed by Beneficiary's customer throughout a business year and which
         are to be rendered by Service Provider under this Agreement. Services
         in addition to the scope budgeted hereunder shall be rendered by the
         Service Provider upon the Beneficiary's request and the adjustment
         regarding these Services shall be performed in accordance with Section
         4.6 below.

4.6.     If there are any differences between the projections of the estimated
         total costs and the costs actually incurred directly or indirectly by
         the Service Provider in relation to the Services hereunder, the
         difference shall be invoiced by the Service Provider at the end of the
         year only if approved by the Beneficiary and if it is properly
         documented.

4.7.     In addition to these costs set forth above, the Service Provider may
         add a profit mark-up of not exceeding 10% (ten percent) on all related
         costs incurred internally but not on disbursement for services provided
         by third party subcontractors.

4.8.     The value of Services shall not include any related VAT and other
         indirect tax.

4.9.     All payments to be made by the Beneficiary hereunder shall be made
         without set-off or counterclaims. If any deduction is required by law
         to be made from a payment hereunder, by way of tax, all such deductions
         shall be executed out of the amount of Service Fee as stipulated
         herein.

4.10.    All payments made by the Beneficiary hereunder shall be made under the
         invoice issued by the Service Provider in consideration of each amount
         owed by the Beneficiary in return for the Services effectively
         rendered. The invoice may state the location where the Services were
         effectively rendered.

4.11.    Payment of each invoice issued by the Service Provider shall be made by
         the Beneficiary within 60 (sixty) business days since receiving the
         Service Provider's invoice.

4.12.    Any overdue payment shall bear interest at the twelve months LIBOR rate
         as published on the 31 December of the preceding year plus 4.5% per
         annum, such interest starting to accrue on the 61st (sixty first) day
         following the date of receipt of the invoice.

4.13.    The Service Provider shall keep true and accurate books of accounts and
         records relating to its costs and expenses. Based on these records and
         the books of account of the Service Provider, the Service Provider
         shall prepare and submit to the Beneficiary invoices on the Service(s)
         rendered for each assignment, indicating the categories of Services
         rendered thereunder.

4.14.    The Beneficiary shall obtain official receipts for any taxes paid on
         behalf of the Service Provider and/or the latter's subcontractors
         and/or their personnel in the Beneficiary's state and provide such
         receipts to the Service Provider. Also,

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         the Beneficiary shall obtain any official statement and/or certificate
         according to the tax regulations applicable in its own state and make
         them available to the Service Provider taking into consideration for
         these purposes the domestic requirements provided for in the tax law
         applicable in the Service Provider's state, according to the
         information diligently provided in this respect by the Service
         Provider.

4.15.    The Beneficiary shall be entitled to obtain and shall keep appropriate
         records and documentation of the Services rendered by the Service
         Provider and Tasks completed by subcontractors. Such records should
         enable the Beneficiary to examine and verify invoices issued by the
         Service Provider.

4.16.    None of the Services rendered hereunder are covered by any warranty,
         provided that they are not accessory to any license, assignment of
         copyright or any other kind or agreement and are not required by the
         Romanian law or by the commercial practice in use for this specific
         type of Service Agreements to be subject to specific representations or
         warranties. Notwithstanding the above, the Service Provider warrants
         that the Personnel have the requisite education, training and skills
         necessary to perform the Tasks hereunder in a professional manner.

5.       NON-COMPETITION

         Throughout the term of this Agreement, neither the Service Provider nor
         the Personnel assigned hereunder to the Beneficiary shall not, directly
         or indirectly, render Services as defined hereunder to a competitor of
         the Beneficiary and the Beneficiary's customer in Romania, without the
         prior written approval of the Beneficiary.

6.       PERMITS AND APPROVALS

6.1.     All the Romanian regulations regarding work permits and/or any other
         approvals, authorizations and/or notifications which are required to be
         obtained and/or submitted in Romania shall be observed by the
         Beneficiary's customer who shall duly inform the Service Provider, in
         due time, about all information and/or documents to be made available
         by the Service Provider and/or the Personnel for the purposes of
         observing such regulations. The obligation to notify the Service
         Provider in due time about the documents and/or the information
         referred to above shall be due no later than the 10th (tenth) day from
         the approval of the Staffing Authorization Form.

6.2.     The Beneficiary's customer shall assist the Personnel throughout the
         procedures undertaken in order to obtain the work permits and/or any
         other approvals and/or authorizations whatsoever required by the
         Romanian regulations, to be obtained by the foreign personnel.

6.3.     The Beneficiary's customer shall keep the Service Provider harmless in
         case of any delay caused by the Beneficiary's customer failure to
         notify the

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         Service Provider in due time about the notification referred to under
         Section 6.1 above. The Service Provider and the Personnel shall be
         exonerated from any liability arising from any delay incurred in the
         Work Schedule agreed upon by Personnel, the Service Provider and the
         Beneficiary's customer, caused by the failure to notify the Service
         Provider as well as by the failure or by the inappropriate assistance
         with the obtaining of any work permits and/or other approvals and/or
         authorizations whatsoever.

6.4.     The Beneficiary undertakes to insert a substantially similar Section in
         the agreement to be concluded between the Beneficiary and the
         Beneficiary's customer customer.

7.       CONFIDENTIALITY

7.1.     Either Party shall keep all information held on the basis of this
         Agreement confidential. Either Party shall not disclose or disseminate
         the same to any third party without the other Party's prior written
         approval.

7.2.     The obligations of this Section shall survive the termination or
         cancellation of this Agreement for any cause, for a period of 5 (five)
         years from the termination or cancellation hereof.

7.3.     The obligations of this Section shall not apply to the information that
         either Party can demonstrate:

     -   is wholly independently developed by the Party demonstrating this; or

     -   is known or that becomes known to the general public without breach of
         this Agreement by the demonstrating Party; or

     -   was known to the demonstrating Party without confidential limitation at
         the time of disclosure by the other Party hereto as evidenced by
         documentation in the demonstrating Party's possession; or

     -   is approved for release by written authorisation of the other Party,
         but only to the extent of and subject to such conditions as may be
         imposed in such written authorisation; or

     -   is disclosed in response to a valid order to a court, regulatory
         agents, or other governmental body in the Territory or any political
         subdivision thereof, but only to the extent and for the purposes stated
         in such order; provided, however, that demonstrating Party shall first
         notify the other Party in writing of the order and cooperate with the
         other Party if the other Party desires to seek an appropriate
         protective order; or

     -   is received rightfully and without confidential limitation by the
         demonstrating Party from a third party.

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7.4.     Notwithstanding anything to the contrary under this Agreement, the
         Beneficiary and/ or the Beneficiary's customer are/is not granted with
         the right to use any know-how belonging to the Service Provider and
         which shall not be disclosed to the Beneficiary and/or to the latter
         customer provided that all the Services and Tasks hereunder are
         directly and exclusively rendered by the Service Provider and/or by the
         Personnel hired by the latter and do not imply any training of the
         Beneficiary's staff and/or the latter customer.

8.       ASSIGNMENTS AND SUCCESSORS

         This Agreement may not be assigned by the Parties hereto, unless
         provided otherwise in the Agreement or approved in writing by the other
         Party hereto. This Agreement shall be binding on and inure to the
         benefit of the Parties hereto and their successors.

9.       FORCE MAJEURE

9.1.     In the event that any of the Parties hereto shall be unable to perform
         any of its obligations hereunder, any of the Parties hereto shall be
         under no liability to the other Party in respect of anything which may
         constitute breach of this Agreement arising by reason of force majeure,
         namely, circumstances beyond the control of the Party concerned, which
         shall include (but shall not be limited to) acts of God, perils of the
         sea or air, fire, flood, drought, explosion, sabotage, embargo, riot,
         civil commotion, including acts of local government and parliamentary
         authority; disputes of whatever nature and for whatever cause arising
         including (but without prejudice to the generality of the foregoing)
         overtime bars, strikes and lockouts and whether between either of all
         of its employees and/or between any two or more groups of employees
         (and whether of either of the Parties hereto or any other employer) (a
         "Force Majeure Event").

9.2.     The Party who has been so affected shall immediately give notice to the
         other Party and shall do everything possible to resume performance.
         Upon receipt of such notice by the other Party, all obligations under
         this Agreement shall be immediately suspended. If the period of
         non-performance exceeds [thirty (30) calendar days] from the receipt of
         notice regarding the Force Majeure Event, the Party whose ability to
         perform has not been so affected may terminate this Agreement by giving
         written notice to the other Party, the termination operating by effect
         of law, not being necessary to follow any legal proceeding.

10.      DURATION AND TERMINATION

10.1.    This Agreement is concluded for an unlimited period of time.

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10.2.    This Agreement may be terminated by either Party upon 5 (five) working
         days prior written notice with immediate effect to the other, without
         any other formality, no Court intervention being required, in the event
         of any of the following: (i) admitted insolvency, (ii) institution of
         voluntary or judicial proceedings in bankruptcy, insolvency, moratorium
         or for a receivership, or for a winding-up or for the dissolution of
         the other Party. Notwithstanding the above, the Service Provider cannot
         terminate this Agreement, based on this Section, if the non-payment by
         the Beneficiary is justified by the Service Provider's failure to
         perform the Services as described under this Agreement.

10.3.    This agreement may be terminated by either Party upon 3 (three) months
         prior written notice, without any prior formality and no Court
         intervention being required.

10.4     Each Party has the right to terminate this Agreement if the other Party
         materially breaches or is in default of any obligation hereunder which
         default is incapable of cure, or which, being capable of cure, has not
         been cured within [thirty (30) calendar days] after receipt of written
         notice of such default (or such additional cure period as the
         non-defaulting Party may authorize). The Parties shall cooperate in
         curing any such breach within this time period. The non-breaching Party
         shall send a termination notice to the other Party. The termination
         shall occur by effect of law, upon sending the termination notice, not
         being necessary to follow any legal proceeding.

10.5.    Upon termination of this Agreement, (i) all indebtedness of the
         Beneficiary to the Service Provider shall become immediately due and
         payable, (ii) the Service Provider shall immediately return to the
         Beneficiary's customer all the strategies and business plans and any
         other information being in a material form provided by the
         Beneficiary's customer or its affiliated companies and being in the
         possession of the Service Provider; and (iii) all other outstanding and
         unfulfilled obligations or liabilities prior to the termination shall
         be completely fulfilled by the termination of this Agreement.

11.      HEADINGS

         The headings of the Sections hereof are inserted for convenience of
         reference only and are not intended to be part of or to affect the
         meaning or interpretation of any of these terms and conditions of this
         Agreement.

12.      SEVERABILITY

         In the event that any of these terms, conditions or provisions shall be
         determined invalid, unlawful or unenforceable to any extent such term,
         condition, or provision shall be severed from the remaining terms,
         conditions and provisions which shall continue to be valid to the
         fullest extent permitted by law.

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13.      NOTICES

         Any notice to be given by either Party to the other may be sent by
         recorded delivery to the address of the other Party as appearing herein
         or such other address as such Party may from time to time have
         communicated to the other in writing.

14.      GOVERNING LAW AND DISPUTES RESOLUTION

14.1.    This Agreement shall be governed by and interpreted and construed in
         accordance with the laws of the Netherlands.

14.2.    The Parties shall attempt to resolve any dispute under this Agreement
         amicably by mutual agreement. Any such dispute which cannot be resolved
         in accordance with the Rules of Conciliation and Arbitration of the
         London Court of International Arbitration, which rules are deemed to be
         incorporated by reference into this section. The tribunal shall consist
         of one arbitrator who shall, in the absence of agreement of the
         Parties, be appointed by the London Court of International Arbitration.
         The place of arbitration shall be London. The language of the
         arbitration shall be in English. The tribunal shall give a written
         record of the award and reasons therefor.

15.      LANGUAGE OF THIS AGREEMENT

         This Agreement has been executed in the English language.

This Agreement has been duly signed and approved by the Parties, today,
..................., in 2 original copies, one for each Party hereto; each of the
copies shall be deemed an original and all of which shall constitute one and the
same instrument.

For The Service Provider,

_____________________
Aslam Koomar, Director

For The Beneficiary,

______________________
Kees Van Ravenhorst, Director

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                                   APPENDIX A

                                 SERVICE REQUEST

TO:    ___________________ (The Service Provider)
       Attn: [Director Human Resources]
       Address
       Tel.:
       Fax:

FROM:  ______________ (The Beneficiary)
       Address:
       Tel.:
       Fax:

RE:    SERVICES REQUESTED

In accordance with the Service Agreement dated as of _____________, concluded
between the Beneficiary and the Service Provider (the "AGREEMENT"), the
Beneficiary hereby requests that the Service Provider provides personnel to the
project identified as the Beneficiary's customer mobile telephony operations
upon further receipt of Staffing Authorization Form(s) for the following
personnel assignment(s). This Service Request shall be governed by the terms and
conditions of the Agreement.

PROJECT DESCRIPTION:

PROJECT LOCATION:

PROJECT DURATION:

PROJECT CONTACT:

ANTICIPATED PERSONNEL REQUIRED:

                                            By: ________________________________
                                            Name:_______________________________
                                            Title: Personnel Director of _______
                                            Dated    ___________________________

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                                   APPENDIX B

                           STAFFING AUTHORIZATION FORM

FROM:       __________ (The Service Provider)
            Attn: Director of Human Resources
            Address
            Tel.:
            Fax:

TO:         ______________ (The Beneficiary)
            Address
            Tel.:
            Fax:

RE:         Staffing Authorization

         In accordance with the Service Agreement dated as of ____________,
         concluded between the Beneficiary and the Service Provider (the
         "AGREEMENT"), the Beneficiary has requested that the Service Provider
         provides personnel to work on the Beneficiary's customer mobile
         telephony operations. This Staffing Authorization Form shall be
         governed by the terms and conditions of the Agreement.

         NAME:

         PROJECT(s):

         POSITION:

         REQUIRED REPORT BY DATE

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