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                                                                   Exhibit 10.12
                          MANAGEMENT SERVICE AGREEMENT

         THIS MANAGEMENT SERVICE 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 " CLEARWAVE SERVICES "),

         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 " CLEARWAVE "),

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

                                    RECITALS

         WHEREAS, the Parties acknowledge that each of them wished to secure
certain experience of the other Party by means of the provision of technical
services from the other Party, under the terms and conditions provided by this
Agreement;

         WHEREAS, the Parties acknowledge that ClearWave's customer also wishes
to benefit from the technical services available on a non-exclusive basis to
implement its business plan, under the terms and conditions provided by 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.       OBJECT OF THE AGREEMENT

1.1.     The Parties hereto have agreed upon the object of the Agreement being
         the provision by either Party in favour of the other Party of the
         services detailed under Section 2.1. below (the "SERVICES"), under the
         terms and conditions provided by this Agreement.

1.2.     Either Party hereto performing Services in favour of the other Party
         shall be hereinafter referred to as the "SERVICE PROVIDER" and the
         other Party which requests the performance of the Services and to the
         benefit of which the Services are performed shall be referred to as the
         "BENEFICIARY". The terms

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         and conditions below shall be applicable irrespective of which Party
         hereto acts as Service Provider and respectively as Beneficiary.

1.3.     The Service Provider agrees to supply to the Beneficiary the Services
         stipulated under Section 2.1. below and the Beneficiary agrees to pay
         to the Service Provider a Service Fee under the terms and conditions
         stipulated under Section 5 below.

2.       SCOPE OF WORK

2.1.     The Services rendered by the Service Provider to the Beneficiary shall
         consist of technical and operational support granted to the Beneficiary
         or to the Beneficiary's customer, relating to:

         -        Engineering and design services in connection with the
                  equipment used by the Beneficiary, including but not being
                  limited to consultancy provided by engineers and technical
                  assistance services;

         -        Technical assistance relating to operating and maintaining
                  wireless systems;

         -        To make sure that the vital functions of the Beneficiary's
                  organisation are adequately taken care by the Beneficiary's
                  managers;

         -        Preparation of business strategies and business plans as
                  required by Beneficiary and providing continuous support for
                  such strategies by way of updated surveys where necessary;

         -        Various types of evaluations.

2.2      The Services rendered by the Service Provider (either by itself or
         through its subcontractors) to the Beneficiary or directly to the
         Beneficiary's customer may also 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 that it needs to have available a
         number of personnel who can be suddenly assigned to complete works for
         the Beneficiary or for the Beneficiary's customer, the Service Provider
         shall ensure the supply of Personnel to the Beneficiary or to the
         Beneficiary's customer. The Personnel supplied to the Beneficiary or to
         the Beneficiary's customer shall render the Services described under
         Section 2.1. above.

2.3      From time to time, the Beneficiary shall order Services through a
         request submitted 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 to the Beneficiary a
         completely filled in 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. The
         Services rendered by the Service Provider may be expanded to cover
         other services only in writing through an Additional Act hereto.

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2.4      The Services shall be rendered by high-skilled personnel, who can be
         assigned to perform the Services within the Beneficiary's company or
         within the Beneficiary's customer. Notwithstanding its assignment to
         the Beneficiary, the Personnel shall remain throughout the duration of
         the assignment the employee or consultant of the Service Provider or
         the Service Provider's subcontractors, as the case may be.

2.5      The Personnel rendering the Services hereunder shall not have the right
         to represent either the Beneficiary or the Beneficiary's customer in
         the latter's relations with third parties.

2.6      The Service Provider shall perform its Services according to the best
         of its abilities.

2.7      Unless otherwise agreed by the parties, the Personnel rendering the
         Services based on this Agreement, shall be working under the
         supervision of and shall follow exclusively the instructions received
         from:

                  (i)  the Beneficiary if the Beneficiary is ClearWave Services;

                  (ii) the Service Provider if the Beneficiary is ClearWave.

3.       PROVISION OF SERVICES BY SUBCONTRACTORS

3.1.     In performing the Services, the Service Provider may subcontract with
         reputable companies in the industry the performance of the Services
         referred to under Sections 2.1. and 2.2. above.

3.2.     The Service Provider undertakes to recruit and appoint only appropriate
         third party subcontractors to carry out in favour of the Beneficiary or
         the Beneficiary's customer, the Services referred hereunder.

3.3.     The Beneficiary accepts and agrees that the subcontractors shall be
         liable for the recruitment and appointment of the appropriate Personnel
         to carry out the Tasks herein. In case the Service Provider
         subcontracts the Services according to this Section 3, such Personnel
         performing the Services shall continue to remain exclusively employed
         by the subcontractors throughout the term of this Agreement. By signing
         this Agreement, the Beneficiary agrees to address any complaints in
         connection with subcontractors' Personnel directly to the
         subcontractors. Any claim in Court and off Court regarding the
         provision of the Services according hereto shall be raised by the
         Beneficiary directly against the Service Provider's subcontractor, as
         the Service Provider assigns hereby all its rights related to such
         claims to the Beneficiary. The Service Provider shall include a clause
         regarding the aforementioned assignment of rights in its contract(s)
         with its subcontractor(s).

3.4.     By signing this Agreement, the Service Provider agrees that the
         Beneficiary's customer addresses any complaints in connection with the
         Service Provider's

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         performance to the Service Provider or even directly to the Service
         Provider's subcontractors according to Section 3.3. above. Any claim in
         Court and off Court regarding the provision of the Services according
         hereto shall be raised by the Beneficiary's directly against the
         Service Provider, as the Beneficiary assigns hereby all its rights
         related to such claims to the Beneficiary's customer. The Beneficiary
         shall include a clause regarding the aforementioned assignment of
         rights in its contract(s) with its customer(s).

3.5.     When the Personnel belongs to third party subcontractors, the liability
         for the timely and appropriate delivery of Personnel as well as for the
         timely and appropriate provision of Services, shall be entirely and
         exclusively borne by the third party subcontractors.

3.6.     In case the Services are performed by the Personnel of the Service
         Provider's subcontractors, the Service Provider shall not have in its
         possession any company documents and/or any other goods related to the
         performance of the Services under this Agreement. Any such documents
         and/or goods shall be directly sent between subcontractors and the
         Beneficiary.

3.7.     At all times, the Beneficiary shall provide the Service Provider and/or
         the latter subcontractors with access to the information required for
         the provision of the Services. More specifically, the Beneficiary shall
         provide the Service Provider and/or the latter subcontractors with
         access to its staff and information required for the completion of the
         Services, 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 to render the Service Provider and/or
         the latter subcontractors with access to information shall accordingly
         exonerate the Service Provider and/or its subcontractors which have
         acted diligently from their obligations under this Agreement and/or
         subcontracts, until the Beneficiary remedies the situation or when the
         contractual terms of the Service Provider's and/or the latter
         subcontractors obligations are re-assessed under the new circumstances.

4.       THE SERVICE PROVIDER'S RESPONSIBILITY

4.1.     Neither the Service Provider nor its subcontractors shall be liable
         towards the Beneficiary for the damage suffered by the latter as the
         result of the Beneficiary's non-compliance with the advice provided by
         the Personnel.

4.2.     In no event shall either the Service Provider or its subcontractors 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
         and/or any other related entities or other providers.

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5.       PAYMENT

5.1.     For the purposes of this Agreement, the Beneficiary shall pay, in
         consideration of the Services provided under Sections 2.1. and/or 2.2.
         hereof by the Service Provider, the Service Fee computed as shown
         below.

5.2.     The Services shall be billed to the Beneficiary at the Service
         Provider's costs and expenses incurred with respect to such Services
         provided under Sections 2.1. and/or 2.2. hereof, 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 5.7 herein.

5.3.     The costs and expenses directly and indirectly related to the Services
         performed, as referred to under Section 5.2. above, include without
         being limited to:

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

         5.3.2.   All other reasonable costs (i.e. travel, 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.

5.4.     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 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 provided under Sections 2.1. and/or 2.2. hereof needed by
         the Beneficiary throughout a business year and which are to be rendered
         by the 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 5.5 below.

5.5.     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 provided under
         Sections 2.1. and/or 2.2. hereof, 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.

5.6.     In addition to these costs set forth under Section 5.3 above, the
         Service Provider may add a profit mark-up of not exceeding 10% (ten
         percent) on all related costs incurred internally in connection with
         Services rendered directly by the Service Provider, but not on
         disbursement for Services provided by third party subcontractors

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

5.8.     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

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         payment hereunder, by way of tax, all such deductions shall be executed
         out of the amount of Service Fee as stipulated herein.

5.9.     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.

5.10.    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.

5.11.    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.

5.12.    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.

5.13.    The Beneficiary shall obtain official receipts for any taxes paid on
         behalf of the Service Provider and/or the latter subcontractors and/or
         their Personnel in Romania and provide such receipts to the Service
         Provider. Also, the Beneficiary shall obtain any official statement
         and/or certificate according to the tax regulations applicable in the
         Beneficiary's state. The Party obtaining any such official statement
         and/or certificate, shall 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.

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

5.15.    None of the Services provided under Sections 2.1. and/or 2.2. hereof
         and 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 Services hereunder in a professional manner.

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6.       NON-COMPETITION

         Throughout the term of this Agreement, neither the Service Provider,
         its subcontractors nor any individuals assigned hereunder to the
         Beneficiary shall not directly or indirectly, render Services as
         defined hereunder to a competitor of the Beneficiary in the latter's
         state. The Service Provider undertakes to introduce a substantially
         similar non-competition clause in its contracts concluded with the
         subcontractors.

7.       PERMITS AND APPROVALS

7.1.     All regulations regarding work permits and/or any other approvals,
         authorizations and/or notifications which are required to be obtained
         and/or submitted in the Beneficiary's or the Beneficiary's customer's
         state shall be observed by the Beneficiary 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 its subcontractors
         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.

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

7.3.     The Beneficiary shall keep the Service Provider harmless in case of any
         delay caused by the Beneficiary's failure to notify the Service
         Provider in due time about the notification referred to under Section
         7.1 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,
         caused by the failure to notify the Service Provider and / or its
         subcontractors 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.

8.       CONFIDENTIALITY

8.1.     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.

8.2.     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.

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8.3.     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 authorization of the other
                  Party, but only to the extent of and subject to such
                  conditions as may be imposed in such written authorization; 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.

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

9.       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.

10.      FORCE MAJEURE

10.1.    In the event that any of the Parties hereto shall be unable to perform
         any of its obligations hereunder, the Party referred to above 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

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         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").

10.2.    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.

11.      DURATION AND TERMINATION

11.1.    This Agreement is applicable starting with 1 January 2002 and it is
         concluded for an unlimited period of time.

11.2.    This Agreement may be terminated by either Party upon [5 (five) working
         days] written notice with immediate effect to the other, without any
         prior formality and 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.

11.3.    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.

11.4.    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.

11.5.    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 or the Service Provider's
         subcontractors shall immediately

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         return to the Beneficiary all the strategies and business plans and any
         other information being in a material form provided by the Beneficiary
         or its affiliated companies and being in the possession of the Service
         Provider or the Service Provider's subcontractors; and (iii) all other
         outstanding and unfulfilled obligations or liabilities prior to the
         termination shall be completely fulfilled by the termination of this
         Agreement.

12.      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.

13.      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.

14.      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.

15.      GOVERNING LAW AND DISPUTES RESOLUTION

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

15.2.    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.

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16.      LANGUAGE OF THIS AGREEMENT

         This Agreement has been executed in the English language.

This Agreement has been duly signed and approved by 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 ClearWave Services and ClearWave (the "AGREEMENT"), the Beneficiary
hereby requests that the Service Provider provides the Services/ personnel to
the project identified herein 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 ClearWave Services and ClearWave (the "AGREEMENT"),
         the Beneficiary has requested that the Service Provider provide
         personnel to work on the Beneficiary's 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:

         REPORT TO (PROJECT DIRECTOR, NAME AND PHONE):

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