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                                                                   Exhibit 10.6



                        INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement ("Agreement") is entered into as of
June 9, 1999 ("Effective Date") between QUALCOMM International Wireless
Technology Incorporated ("QIWTI"), a Delaware corporation, with its principle
office located at 6455 Lusk Boulevard, San Diego, California 92121-2779, and
Space Systems International Corporation, ("Independent Contractor"), a Delaware
corporation, with its principle office located at 11440 W. Bernardo Court, Suite
300, San Diego, California 92127-9788 with regard to the following facts:

A.       WHEREAS, QUALCOMM and the Globalstar Limited Partnership, a Delaware
         limited partnership ("Globalstar") have entered into an agreement to
         develop and deploy the ground segment for a worldwide satellite-based
         wireless telecommunications services system ("Globalstar System"), and
         pursuant to such agreement, QUALCOMM has agreed to develop and
         construct the Gateways which will link the Globalstar System to the
         telecommunication systems of various Service Providers located around
         the world ("Gateway Sites"), and to procure and integrate into the
         Globalstar System, the RF subsystem equipment and services and the GSM
         MSC equipment and services.

B.       WHEREAS, QUALCOMM has assigned certain services to QUALCOMM
         International Wireless Technology, Incorporated ("QIWTI"). WHEREAS
         QIWTI reserves the right to further assign this Subcontract to a QIWTI
         affiliate upon written notice to Subcontractor;

C.       WHEREAS QIWTI desires to retain Independent Contractor to perform
         Logistics Management Services in Russia ("Services") as described in
         Exhibit A;

D.       WHEREAS Independent Contractor desires to perform such Services for
         QIWTI; and

E.       WHEREAS QIWTI has relied, and is relying, upon Independent
         Contractor's stated expertise and experience in performing the
         Services as described in Exhibit A.

In consideration of the promises and mutual covenants hereinafter set forth,
QIWTI and Independent Contractor hereby agree as follows:

1.       Services

         Independent Contractor shall perform Services described in Exhibit A.
         The Services shall be performed with promptness and diligence in a
         thorough, workmanlike manner to the satisfaction of QIWTI.



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2.       Compensation.

         a.       Payment. QIWTI shall compensate Independent Contractor for
                  the Services satisfactorily performed by Independent
                  Contractor and accepted by QIWTI in accordance with Exhibit
                  B; provided, however, that QIWTI total payments to
                  Independent Contractor under this Agreement shall not exceed
                  THIRTY SEVEN THOUSAND FOUR HUNDRED FORTY AND NO/100 DOLLARS
                  ($37,440.00) unless QIWTI so agrees in writing. Independent
                  Contractor must advise QIWTI's Subcontracts Manager in
                  writing upon reaching seventy-five percent (75%) expenditure.
                  Should Independent Contractor exceed the not-to-exceed value
                  of this Agreement without QIWTI's prior written
                  authorization, all such exceeded costs will be borne at
                  Independent Contractor's sole expense.

         b.       Invoices. Independent Contractor shall submit invoices to
                  QIWTI on the 1st and the 15th of each month, and such
                  invoices will be paid by QIWTI within 30 days of receipt of
                  invoice. Invoices shall clearly state the number of hours
                  worked by Independent Contractor and work performed for that
                  period. Independent Contractor shall provide invoice back-up
                  as reasonably requested by QIWTI to justify costs invoiced.

3.       Confidentiality.

         a.       Use of Confidential Information Received. QIWTI may from time
                  to time communicate to Independent Contractor, or Independent
                  Contractor may otherwise gain access to, certain confidential
                  business and/or technical information with respect to QIWTI's
                  operations, business plans and/or intellectual property or
                  QIWTI's customer's information (the "Information").
                  Independent Contractor shall treat all Information as
                  confidential, whether or not so identified, and shall not
                  disclose, or permit the disclosure of, any Information
                  without the prior written consent of QIWTI. Independent
                  Contractor shall limit the use and disclosure of the
                  Information within its organization to the extent necessary
                  to perform the Services and by agreement, instruction or
                  otherwise, Independent Contractor shall ensure that any of
                  its employees or others to whom it gives access to the
                  Information under the terms of this Agreement shall strictly
                  comply with the obligations of confidentiality set forth in
                  this Paragraph 3. The foregoing obligations of this Paragraph
                  3 shall not apply to any Information which has been or is
                  through no fault of Independent Contractor hereafter
                  disclosed in publicly available sources of information. The
                  terms of this Agreement are in addition to the terms of any
                  nondisclosure agreement currently in effect between QIWTI and
                  Independent Contractor, and in the event of any inconsistency



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                  between the terms of such agreements, those terms which are
                  most protective of the Information shall prevail.

         b.       Confidentiality of Work Product. Independent Contractor shall
                  not disclose to any party, including but not limited to any
                  subcontractor, without the prior written consent of QIWTI any
                  of (i) Independent Contractor's works of authorship,
                  discoveries, inventions and innovations resulting from the
                  Services, (ii) any proposals, research, records, reports,
                  recommendations, manuals, findings, evaluations, forms,
                  reviews, information, data, computer programs and software
                  originated or prepared by Independent Contractor for or in
                  the performance of the Services (the items listed in clauses
                  (i) and (ii) above being hereinafter referred to collectively
                  and severally as "Work Product") or (iii) the existence or
                  the subject matter of this Agreement.

4.        Proprietary Rights.

         a.       Rights to Information. Independent Contractor acknowledges
                  and agrees that all Information shall remain the property of
                  QIWTI or QIWTI's customer as applicable, and no license,
                  express or implied, to use any of QIWTI's intellectual
                  property is granted under this Agreement, except as
                  specifically required to perform the Services.

         b.       Works Made for Hire. Independent Contractor and QIWTI agree
                  that any Work Product which is a work of authorship,
                  including but not limited to any computer program or
                  software, is a "work made for hire" within the meaning of 17
                  United States Code Section 101 in that it is a work that has
                  been specially ordered or commissioned by QIWTI for use as a
                  contribution to a collective work, as part of an audiovisual
                  work, as a translation, as a supplementary work, as a
                  compilation and/or as an instructional text.

         c.       Assignment of Work Product. All Work Product shall be promptly
                  communicated to QIWTI. As additional consideration for the
                  compensation to be paid to Independent Contractor under this
                  Agreement, Independent Contractor hereby assigns to QIWTI all
                  of Independent Contractor's rights, title and interest in and
                  to all Work Product, and to any and all intellectual property
                  rights, including but not limited to, patents, copyrights or
                  trademarks which have been or may be obtained with respect to
                  such Work Product, effective immediately upon origination,
                  creation, preparation or discovery thereof and regardless of
                  the medium of expression thereof. Independent Contractor
                  shall communicate to QIWTI or its representatives all facts
                  known to it respecting such Work Product. Further, whenever
                  requested, Independent Contractor immediately shall execute a
                  confirmatory assignment of any particular items(s) of Work
                  Product in a form satisfactory to QIWTI, shall testify in all
                  legal proceedings, sign all lawful papers and otherwise
                  perform all acts necessary or appropriate to enable QIWTI and
                  its successors and assigns to obtain and enforce



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                  all available legal protections for all such Work Product in
                  all countries, for which QIWTI will reimburse Independent
                  Contractor's reasonable out-of pocket expenses. All Work
                  Product shall become the exclusive property of QIWTI, and
                  Independent Contractor shall be deemed to have assigned and
                  relinquished all rights, title and interest in and to such
                  Work Product by virtue of this Section 4(c).

         d.       Representations, and Warranties Regarding Intellectual
                  Property Rights. Independent Contractor represents and
                  warrants that performance and provision of the Services
                  and/or furnishing of Work Product will not violate the
                  intellectual property rights of any third party, that
                  Independent Contractor has not transferred or assigned to any
                  third party any intellectual property rights in the Services
                  or Work Product, and that Independent Contractor has the
                  unencumbered right to perform the Services and to assign Work
                  Product to QIWTI.

5.       Communications.

         This Agreement and all documents or correspondence exchanged between
         the Parties hereunder shall be in the English language. All
         contractual and technical matters concerning this Agreement shall only
         be directed to QIWTI. Independent Contractor shall not contact
         representatives of Globalstar, any Service Provider or other third
         party either directly or indirectly, without prior written
         authorization from QIWTI's Program Manager.

6.       Term and Termination.

         a.       TERM. The Term of this Agreement shall begin as of the
                  Effective Date and shall remain effect for one (1) year from
                  Effective Date. All Services rendered during the Term shall
                  be subject to the terms and conditions of this Agreement.

         b.       TERMINATION FOR CONVENIENCE. QIWTI may terminate this
                  Agreement for any reason and at any time, effective upon
                  delivery of five (5) business days prior written notice
                  thereof ("Termination Notice") to Independent Contractor.
                  Upon any such termination, Independent Contractor's sole and
                  exclusive remedy shall be payment by QIWTI to Independent
                  Contractor for Services accepted by QIWTI to the termination
                  date based on Independent Contractor's pricing in Exhibit A.

         c.       TERMINATION FOR DEFAULT. QIWTI may terminate this Agreement
                  upon five (5) business days prior written notice to
                  Independent Contractor, if Independent Contractor fails to
                  make adequate progress to timely complete the Services.
                  Independent Contractor or QIWTI may terminate this Agreement
                  upon thirty (30) business days written notice to the other
                  party if



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                  (a) the other party files or has filed against it any
                  proceeding in bankruptcy or insolvency; or, (b) makes a
                  general assignment for the benefit of creditors; or, (c) any
                  other material breach of this Agreement.

                  Independent Contractor shall be entitled to payment for work
                  accepted by QIWTI and not considered related to the
                  termination or basis of the default. Notwithstanding, in the
                  event of any such termination, in whole or in part, QIWTI may
                  choose to complete the Services, or retain the services of a
                  Third Party to complete the Services, and Independent
                  Contractor shall be liable to QIWTI for all reasonable
                  additional costs incurred by QIWTI arising from, or related
                  to the completion of those unsatisfactory Services. QIWTI
                  will reconcile amounts due to each Party, as applicable, and
                  all such amounts to be paid in full by the appropriate Party
                  within thirty (30) days of receipt of said reconciliation and
                  an invoice.

         d.       RIGHTS UPON TERMINATION. Any and all Services to be performed
                  pursuant to this Agreement shall cease immediately upon any
                  termination of this Agreement in accordance with this
                  Agreement. Independent Contractor shall mitigate its damages
                  upon receipt of any Termination Notice. In addition, upon
                  termination or expiration of the Agreement, Independent
                  Contractor shall return to QIWTI, or destroy and provide
                  written certification of its destruction to QIWTI, all
                  proprietary and confidential Information.

7.       Written Assurance. Independent Contractor hereby expressly
         acknowledges that any products and/or technical data received from
         QIWTI, or any products directly derived from any such technical data,
         may be subject to U.S. export and re-export controls, and Independent
         Contractor hereby gives its assurance to QIWTI that it will not
         knowingly, unless prior written authorization is obtained from QIWTI
         and the U.S. Commerce Department, export, re-export or otherwise
         disclose, directly or indirectly, any such product or technical data
         to any of the following countries (as such list of countries may be
         amended from time to time by the U.S. Department of Commerce and/or
         the U.S. Treasury Department):

                  Albania                       Libya
                  Armenia                       Lithuania
                  Azerbaijan                    Moldova
                  Belarus                       Mongolia
                  Bulgaria                      North Korea
                  Cambodia                      People's Republic of China
                  Cuba                          Romania
                  Estonia                       Russia
                  Georgia                       Sudan



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                   Iran                          Syria
                   Iraq                          Tajikistan
                   Kazakhstan                    Turkmenistan
                   Kyrgystan                     Ukraine
                   Laos                          Uzbekistan
                   Latvia                        Vietnam

8.       Independent Contractor.

         The parties expressly intend and agree that Independent Contractor is
         acting as an Independent Contractor and not as an agent or employee of
         QIWTI. Independent Contractor retains sole and absolute discretion,
         control and judgment regarding the manner and means of performing the
         Services, except as to the policies and procedures set forth herein.
         Independent Contractor understands and agrees that it shall not be
         entitled to any of the rights and privileges established for
         QUALCOMM's QIWTI's employees, including but not limited to retirement
         benefits; medical, life insurance or disability coverage; severance
         pay; and paid vacation or sick pay. Independent Contractor understands
         and agrees that QIWTI will not pay or withhold from the compensation
         paid to Independent Contractor any sums customarily paid or withheld
         for or on behalf of employees for income tax, unemployment insurance,
         social security, workers compensation or any other withholding tax,
         insurance or payment, and all such payments as may be required by law
         are the sole responsibility of Independent Contractor. Specifically
         Independent Contractor is required to declare revenue received and pay
         taxes required under law. Independent Contractor agrees to hold
         QUALCOMM, QIWTI and its affiliates, customers, officers, directors,
         employees, agents, representatives, successors and assigns, harmless
         against and indemnify QIWTI for any of such payments of liabilities
         for which Company may become liable with respect to such matters. This
         Agreement shall not be construed as a partnership agreement. QIWTI
         shall have no responsibility for any of Independent Contractor's
         debts, liabilities or other obligations or for the intentional,
         reckless or negligent acts or omissions of Independent Contractor or
         Independent Contractor's employees or agents.

9.       Intellectual Property Indemnification.

         Independent Contractor, at its sole expense, shall indemnify, defend
         and hold QUALCOMM, QIWTI and its affiliates, customers, officers,
         directors, employees, agents, representatives, successors and assigns,
         harmless against any and all claims or actions brought against any of
         them to the extent such claim or action is based on a claim that any
         of the Services or any Work Product infringes a patent, copyright,
         trademark, service mark, trade secret, trade name or other legally
         protected proprietary right of any party. Independent Contractor shall
         pay all



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         costs, fees (including reasonable attorneys' fees) and damages which
         may be incurred by QUALCOMM, QIWTI and its affiliates, customers,
         officers, directors, employees, agents, representatives, successors,
         and assigns in connection with any such claim or action, including
         but not limited to the settlement thereof.

10.      Warranty.

         Independent Contractor warrants to QIWTI that the Services delivered
         hereunder will be as specified and will be performed by qualified
         personnel in a professional and workmanlike manner. Independent
         Contractor further warrants that any such services provided by
         Independent Contractor shall be free from defects in material and
         workmanship and in accordance with the current industry standards of
         care and diligence normally practiced by recognized firms in
         performing services of a similar nature. If, during the one (1) year
         period following the completion of the Services it is shown that there
         is an error or defect in the Services, and QIWTI has notified
         Independent Contractor in writing of any such error or defect within
         that one (1) year period, Independent Contractor shall promptly
         perform such corrective services, at the sole expense of Independent
         Contractor, within the original scope of Services as may be necessary
         to remedy such error.

11.      Indemnity.

         Independent Contractor shall indemnify, defend and hold harmless
         QUALCOMM, QIWTI and its affiliates, customers, officers, directors,
         employees, agents, representatives, successors, and assigns from and
         against any and all claims, costs, liabilities, losses, damages, and
         expenses (including reasonable attorney's fees) and causes of action
         for injury or death to any person, or for damage to, or destruction
         of, property (individually and collectively "Liabilities"), arising
         out of or in connection with (i) any breach of any warranty,
         representation, covenant, or obligation contained in this Agreement,
         (ii) any action or conduct by Independent Contractor against or with
         respect to Independent Contractor personnel, or (iii) any claim
         against QIWTI by or on behalf of any Independent Contractor personnel.
         Such claims shall include, but are not limited to charges of
         discrimination, actions and lawsuits alleging failure to comply with
         applicable local labor and wage laws, wrongful termination,
         discrimination, denial of due process, or other labor-related causes
         of action resulting from Independent Contractor personnel's
         discipline, termination or conduct. Independent Contractor shall
         afford QIWTI the right to approve any and all legal counsel used in
         the defense of, and to approve the settlement of any such Liabilities,
         which approval shall not be unreasonably withheld.

         Independent Contractor shall indemnify and hold QIWTI harmless from
         all costs, fees, damages and expenses resulting from any charge or
         encumbrance in



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         the nature of a laborer's, mechanic's or material man's lien asserted
         by any Independent Contractor's employees or subcontractors in
         connection with the performance of the Services.

         Except to the extent that such damages arise out of breach of the
         provisions of the Confidentiality section hereof, neither Party shall
         be liable to the other Party or to any other company or entity for any
         incidental, consequential, special, exemplary or any other indirect
         loss or damage, including but not limited to lost profits arising out
         of this Agreement, whether in an action for or arising out of breach of
         contract, tort, or other cause of action.

         Except for any liability of Independent Contractor arising under
         Sections 4, 9 and 12 of this Agreement, in no event will either Party
         be liable to the other for any special, incidental, indirect or
         consequential damages (including without limitation lost profits or
         revenues) arising out of this Agreement regardless of whether such
         liability arises in contract, tort, strict liability tort, even if
         such party was or should have been aware or advised of the possibility
         thereof. Notwithstanding any other provisions of this Agreement, each
         Party's liability for any damages to the other under this Agreement is
         not to exceed the total price paid to Independent Contractor under
         this Agreement.

12.      Insurance.

         Independent Contractor shall maintain at its sole expense insurance
         coverage in accordance with the type of coverage and the limits set
         forth in "Exhibit C" at all times during the term of this Agreement.
         Independent Contractor shall provide certificate(s) of insurance(s)
         (the "Insurance Certificates"), which evidence such insurance
         coverage, to QIWTI prior to the commencement of any Services and as
         requested from time to time by QIWTI. Such insurance coverage shall be
         provided by an "A" rated insurer.

13.      Compliance with Laws.

         Independent Contractor covenants, represents and warrants to QIWTI
         that, at all times during the term of this Agreement, Independent
         Contractor will comply and will not violate any U.S. laws, in
         connection with the Services it has agreed upon to perform under this
         Agreement. At QIWTI's request from time to time, in writing,
         Independent Contractor will represent and warrant to QIWTI in writing
         that it has not, in connection with the Services being provided
         hereunder, including those Services which may be provided to other
         companies cooperating with QIWTI and/or its affiliates, violated any
         U.S. laws.

14.      Notices.



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         All notices and billings shall be in writing and sent by registered or
         certified mail, postage prepaid, or via facsimile with confirmation to
         the following addresses:

         To QIWTI:                       To Independent Contractor:

         QIWTI Incorporated              Space Systems International Corporation
         5775 Morehouse Dr.              11440 W. Bernardo Court, Suite 300
         San Diego, CA 92121             San Diego, CA  92127-9788
         ATTN. Stephanie Bates                 Ed Daley
         Fax Number. (619) 658-1560      Fax Number: (760) 634-2483

         with a copy to.
         Legal Department

         Invoices shall be sent to:

         QIWTI Incorporated
         5775 Morehouse Dr.
         San Diego, CA 92121
         ATTN: Stephanie Bates
               Subcontracts Manager

15.      Publicity.

         Independent Contractor shall not nor authorize others to issue any
         news release, advertisement, publicity, or promotional material
         regarding this Agreement or Independent Contractor's relationship with
         QIWTI without QIWTI's prior review and written consent.

16.      Dispute Resolution.

         In the event of a dispute arising between the Parties with respect to
         performance of obligations or interpretation of this Agreement, the
         Parties shall first attempt to resolve any dispute by good faith
         negotiation, including escalation to senior management of the Parties.
         Thereafter, Section 18.c shall be observed.

17.      Force Majeure.

         Neither Party shall be liable under this Agreement if and so far and
         so long as either or both of them are prevented from carrying out the
         same by Force Majeure, that is to say acts of God, acts of war,
         warlike operations, civil commotion, strikes or any industrial action
         whatsoever, fire, tempest or any other cause or happening beyond its
         control. Should a delay occur, the Party



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         claiming Force Majeure shall notify the other Party in writing,
         specifying the nature and anticipated duration of the delay. Should
         any Force Majeure event last more than sixty (60) consecutive days, or
         such longer period as the Parties may mutually agree upon, the
         non-delaying Party shall have the right to terminate this Agreement in
         accordance with Section 5, by written notice without penalty to the
         other party.

18.      General Provisions.

         a.       Survivability. The terms and conditions of this Agreement
                  that by their sense and context are intended to survive after
                  performance of the Services hereunder shall survive the
                  termination or expiration of this Agreement, including but
                  not limited to Sections 3, 4, 6, 9, 10, 11, and 18 a, f and
                  h.

         b.       Assignment. Independent Contractor shall not assign any of
                  its rights or obligations under this Agreement and shall not
                  subcontract any of the Services to be performed hereunder
                  without the prior written consent of QIWTI. This Agreement
                  shall be binding upon and inure to the benefit of the parties
                  hereto, their successors and permitted assigns.

         c.       Applicable Law. This Agreement shall be governed by the laws
                  of the State of California, without regard to conflicts of
                  laws principles, and any action arising under or relating to
                  this Agreement or the rights and obligations of the parties
                  hereunder shall be maintained only in the courts of San Diego
                  County, California.

         d.       Entire Agreement Modification. This Agreement, together with
                  the exhibits attached hereto, which are incorporated herein
                  by this reference, constitutes the entire agreement between
                  the parties and supersedes all prior oral or written
                  negotiations and agreements between the parties with respect
                  to the subject matter hereof. No modification, variation or
                  amendment of this Agreement (including any exhibit hereto)
                  shall be effective unless made in writing and signed by both
                  Parties.

         e.       Severability; Non-Waiver. In the event that any of the
                  terms, conditions or provisions of this Agreement are held to
                  be illegal, unenforceable or invalid by any court of
                  competent jurisdiction, the remaining terms, conditions or
                  provisions hereof shall remain in full force and effect. The
                  failure or delay of either Party to enforce at any time any
                  provision of this Agreement shall not constitute a waiver of
                  such Party's right thereafter to enforce each and every
                  provision of this Agreement.

         f.       Limitation of Liability. This provision shall survive the
                  failure of exclusive remedy.



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         g.       Changes. QIWTI reserves the right to make changes from time
                  to time in the Scope of Work of this Agreement or the
                  manner of its performance in QIWTI's sole discretion. No
                  change shall be made by Independent Contractor in the work or
                  the time or the manner of its performance, without prior
                  written instructions by the QIWTI Subcontracts Manager in
                  writing specifying the changes in the Scope of Work, plans,
                  specifications, procedures, performance period, sequence or
                  other requirements of this Agreement and specifying whether
                  there is to be an adjustment in the compensation or time for
                  performance and how any such adjustment shall be determined.

                  An equitable adjustment will be made in the compensation or
                  time of performance, or both, if the changes ordered by QIWTI
                  substantially increases or decreases the cost to Independent
                  Contractor of the work to be performed. The method of
                  determining the equitable adjustment shall be based upon
                  Independent Contractor's proposal and by mutual agreement of
                  the Parties hereto. In the event Independent Contractor
                  contends that QIWTI has taken action which constitutes a
                  change in the Work or in the manner of its performance or
                  there is a change in conditions and Independent Contractor
                  contends that they are entitled to an adjustment in
                  compensation or in the time of performance, Independent
                  Contractor shall submit a change proposal claim with
                  sufficient information for QIWTI to determine the merits of
                  the claim within thirty (30) days of notification to QIWTI of
                  their claim for consideration. The Parties agree to perform
                  best efforts to settle any such claim within a reasonable
                  period of time.

         h.       Records and Right to Audit. Independent Contractor shall keep
                  and maintain accurate and complete records concerning
                  personnel assigned to this Agreement for five (5) years after
                  termination/expiration of this Agreement, and shall furnish
                  to QIWTI such information concerning the work records, hours
                  of Service, performance and other information with respect to
                  personnel. Independent Contractor shall provide copies of any
                  such records or documentation it has in its possession which
                  QIWTI may reasonably require.

         i.       Limited Exclusivity. This Agreement is entered into by QIWTI
                  for the exclusive purpose of obtaining Services as described
                  hereunder and shall not be used or disclosed by Independent
                  Contractor for any other purpose.

         j.       Authority. Independent Contractor and QIWTI warrants and
                  represents it has full power and authority to enter into and
                  perform this Agreement,



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         h.       Records and Right to Audit. Independent Contractor shall keep
                  and maintain accurate and complete records concerning
                  personnel assigned to this Agreement for five (5) years after
                  termination/expiration of this Agreement, and shall furnish to
                  QIWTI such information concerning the work records, hours of
                  Service, performance and other information with respect to
                  personnel. Independent Contractor shall provide copies of any
                  such records or documentation it has in its possession which
                  QIWTI may reasonably require.

         i.       Limited Exclusivity. This Agreement is entered into by QIWTI
                  for the exclusive purpose of obtaining Services as described
                  hereunder and shall not be used or disclosed by Contractor
                  for any other purpose.

         j.       Authority. Independent Contractor and QIWTI warrants and
                  represents it has full power and authority to enter into and
                  perform this Agreement, and the person signing this
                  Agreement has been properly authorized to enter into this
                  Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above written.

QIWTI Incorporated                        INDEPENDENT CONTRACTOR

By: /s/ [signature is illegible]          By:
   ----------------------------------         ---------------------------------


                                               /s/ Ed Daley
-------------------------------------         ---------------------------------
                                                   Ed Daley

Title:       EVP & CFO                    Title:           CFO
-------------------------------------           -------------------------------


Date:          6/9/99                     Date:          5/26/99
     --------------------------------          --------------------------------



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                   VENDOR/INDEPENDENT CONTRACTOR INFORMATION

For Tax Purposes:

Vendor/Independent Contractor Name:      SPACE SYSTEMS INTERNATIONAL CORPORATION

Corporation:           YES

Tax ID Number:         911898116

Social Security Number:








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                                    Exhibit A

                         Independent Contractor Services
                                Statement of Work

The Services shall be provided by Kseniya Kochemasova, (SSI) or a designated
alternate upon written approval by QIWTI's Subcontracts Manager, under the
guidance of Mr. George Melious (for QIWTI).

Logistics Management Services may include but are not limited to:

o Translation of Commercial Invoice generated by QIWTI into Cyrillic and a
  determination of which items require a license to be imported into Russia.

o Commercial Invoice is returned to QIWTI with the above information within
  three (3) business days after receipt by Independent Contractor.

o Independent Contractor acts as QIWTI's consignee in Russia.

o Consignee and freight forwarder work together to clear freight through
  customs.

o Assist in posting temporary importation bonds with freight forwarder.

o Consignee delivers freight to QIWTI jobsite.

o The reverse of the above process for export of the equipment back to the
  United States will be required.

Communications: Independent Contractor shall be available to exchange
information to QIWTI and for telephone conferences during the entire workweek,
and non-working hours to the extent required by QIWTI.

In no event shall Independent Contractor make any commitments or otherwise incur
any obligations for or on behalf of QIWTI to any third party during performance
of these Services.

QIWTI will provide office space in QUALCOMM's Moscow office for Ms. Kochemasova.




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                                    Exhibit B

                         COMPENSATION AND REIMBURSEMENT

QIWTI agrees to retain the services of the Independent Contractor at an hourly
rate of $36.00. The Independent Contractor shall provide up to twenty (20) hours
of services per week. Any hours to be worked over twenty (20) per week where
the Independent Contractor expects compensation will require prior written
authorization from QIWTI's Subcontracts Manager.

QIWTI will pay to Independent Contractor the applicable hourly rate specified
above for each hour of labor expended in performing the Services under the
Agreement. The above specified hourly rate is all inclusive and includes, but is
not limited to, labor, supervision, office space, foreign and domestic taxes,
VAT, fees, duties, applicable laws, overhead, general and administrative costs,
profit and all items associated with payment to Independent Contractor under the
Agreement. All rates are in U.S. Dollars ($).

The contract not-to-exceed amount is calculated as follows:

         o Labor cost for 1 year: 1040 hrs x $36.00/hr.    =     $37,440.00

QIWTI will reimburse Independent Contractor for reasonable and necessary out of
pocket expenses incurred in connection with its performance of the Services,
authorized in advance by QIWTI Subcontracts Manager and supported by reasonably
detailed documentation. All such out of pocket expenses shall be itemized on
each invoice submitted to QIWTI and shall be accompanied by the appropriate
supporting documentation. The following costs shall not be charged to QIWTI: (a)
transportation costs of travel to and from QIWTI's offices, (b) local telephone
service and calls; And (c) office staff and supplies used in the normal course
of performing the Services.

To support payment for the Services, each invoice submitted therefor shall
include 1) a summary of work performed and 2) certification by Independent
Contractor stating that the number of hours set forth therein was the actual
number of hours worked by Independent Contractor during the period for which the
invoice is submitted and that all out of pocket expenses for which reimbursement
is requested were properly incurred in the performance of the Services.

In no event shall the total payments made under this Agreement exceed the
maximum amount specified in Section 2(a) of the Agreement without execution of
a written amendment to this Agreement by duly authorized representatives of
QIWTI and Independent Contractor.




                                      -15-
<PAGE>   16

                                   Exhibit "C"

                             Insurance Requirements

While Independent Contractor is performing work pursuant to this Agreement,
Independent Contractor shall maintain the following insurance coverage:

<TABLE>
<CAPTION>

COVERAGE TYPE                                             LIMIT OF LIABILITY                                LIMIT
-------------                                             ------------------                                -----
<S>                                                       <C>                                            <C>
1) COMMERCIAL GENERAL                                     Per Occurrence and in the Aggregate            $ 2,000,000
LIABILITY
    o Should be in Occurrence Format                      Includes following coverage:
                                                          Blanket Contractual Liability
                                                          Products/Completed Operations
                                                          Premises/Operations
                                                          Personal/Bodily/Advertising Injury
                                                          Broad Form Property Damage

2) WORKERS' COMPENSATION                                  Employers Liability                            $ 1,000,000

    o Required by law for all employers with more         Workers' Compensation                           Statutory
      than one (1) employee.

    o Shall be in accordance with the provisions
      of the applicable worker's compensation law
      or similar law of each state or other
      political subdivision with jurisdiction
      applicable to Independent Contractors
      respective personnel.

    o Shall include "All States Endorsement" and
      the "Voluntary Compensation Endorsement."

    o It shall be the Primary insurance and
      QIWTI's insurance shall be noncontributing
      with respect to persons directly engaged in
      the performance of services.
</TABLE>




                                      -16-
<PAGE>   17

<TABLE>
<CAPTION>

COVERAGE TYPE                                             LIMIT OF LIABILITY                                LIMIT
-------------                                             ------------------                                -----
<S>                                                       <C>                                            <C>
6) PROFESSIONAL LIABILITY/                                Aggregate Limit                                $ 1,000,000
ERRORS & OMISSIONS                                        Each Occurrence
</TABLE>

OTHER REQUIREMENTS:

1) ADDITIONAL COVERAGE. Independent Contractor shall maintain, all other
insurance required by law or regulation in the jurisdiction where the Services
are performed. Additionally, limits of liability may be increased depending upon
size and scope of the Agreement. Independent Contractor shall be responsible for
insurance coverage, including medical coverage, accident insurance, legal and
repatriation costs, for its employees who are providing services. In addition,
in the event that Independent Contractor employs the services of subcontractors,
then Independent Contractor shall ensure that its subcontractors obtain and
keep in effect such insurance coverage for its employees.

2) ADDITIONAL INSURED. Independent Contractor shall maintain commercial general
liability, excess liability, and comprehensive automobile liability coverage as
specified in this Exhibit, which includes QIWTI as an additional insured with
respect to the activities of the Independent Contractor. These policies shall
contain a "cross-liability" or "severability of interest" clause or endorsement.
QIWTI shall not by reason of its inclusion under these policies incur liability
to the insurance company for payment of premium for these policies.

3) NOTICE OF CANCELLATION: At least 30 days advance notice (10 days for non-pay
Nonrenewal or material change is acceptable) in writing, to QIWTI prior to
cancellation, termination, or alteration of said policies of insurance listed
in this Exhibit.

4) WAIVER OF SUBROGATION. Independent Contractor and QIWTI shall waive all
rights




                                      -17-
<PAGE>   18

against each other and their respective directors, officers, partners,
commissioners, officials, agents, subcontractors, consultants, and employees for
damages covered under the insurance coverages listed in this Exhibit during
and after the completion of the Services.

5) PRIMARY INSURANCE: The required insurance pursuant to this Agreement and the
fidelity bond are to be primary. Any insurance or self-insurance maintained by
QIWTI shall be excess of the Independent Contractor's insurance and thus shall
not contribute to it.

6) USE OF SUBCONTRACTORS - Independent Contractor shall include all
subcontractors, who are utilized for the Services specified in this Agreement,
as additional insureds under its policies or shall furnish separate certificate
of insurance(s) and/or endorsements for each subcontractor. All insurance
policies for the Independent Contractor's subcontractors shall be subject to all
of the insurance requirements stated herein.























                                      -18-
<PAGE>   19

                              AMENDMENT NO. ONE (1)

                        INDEPENDENT CONTRACTOR AGREEMENT

This Amendment to the Independent Contractor Agreement (the "Amendment") is
entered into as of May 6, 1999 (the "Effective Date") by and between QUALCOMM
Global Services, Inc., a California corporation, with a place of business at San
Diego, California (hereinafter "QUALCOMM") and Space Systems International
Corporation, a Delaware corporation with a place of business at 11440 W.
Bernardo Court, Suite 300, San Diego, California 92127-9788 (hereinafter
"Independent Contractor"), amends certain provisions of the Independent
Contractor Agreement (the "Agreement") dated January 5, 1999 with regard to the
following facts:

A.  Independent Contractor and QUALCOMM have begun performance under the
    Agreement and its Exhibits.

B.  QUALCOMM Incorporated has sold, assigned, transferred, conveyed and set over
    to QUALCOMM Global Services, Inc. all of QUALCOMM Incorporated's right,
    title and interest in and to, and QUALCOMM Global Services, Inc. assumes all
    of QUALCOMM Incorporated's obligations under the Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the
receipt and sufficiency of which is hereby acknowledged, QUALCOMM and
Independent Contractor agree as follows:

1.  QUALCOMM Global Services, Inc. shall assume the rights and obligations
    currently under QUALCOMM Incorporated. Where "QUALCOMM" had previously been
    designated in the Agreement to mean QUALCOMM, Incorporated, shall, now be
    designated to mean QUALCOMM Global Services, Inc.

All other terms and conditions of the Agreement which are not expressly
modified or amended by this Amendment remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly
executed as of the day and year first above written.

QUALCOMM GLOBAL SERVICES, INC.           SPACE SYSTEMS INTERNATIONAL CORPORATION

By: /s/ M. Terrell Colvin                By: /s/ Ed Daley
------------------------------           ---------------------------------------

Name: M. Terrell Colvin                  Name: Ed Daley
------------------------------           ---------------------------------------

Title: Subcontractors Manager            Title: Chief Financial Officer
------------------------------           ---------------------------------------










<PAGE>   20

                              AMENDMENT NO. TWO (2)

                        INDEPENDENT CONTRACTOR AGREEMENT

This Amendment to the Independent Contractor Agreement (the "Amendment") is
entered into as of May 7, 1999 between QUALCOMM Global Services, Inc., a
California corporation with a place of business at San Diego, California
(hereinafter "QUALCOMM"), and Space Systems International Corporation, a
Delaware corporation, with a place of business at 11440 W. Bernardo Court, Suite
300, San Diego, California 92127-9788 (hereinafter "Independent Contractor"),
amends certain provisions of the Independent Contractor (the "Agreement") dated
January 5, 1999 with regard to the following facts:

1.  Section 2. Compensation, a. Payment, is modified to read:
    a. PAYMENT. QUALCOMM shall compensate Independent Contractor for the
    Services in accordance with Exhibit B. All pricing items are "Not-To-Exceed"
    in value. Independent Contractor must advise QUALCOMM's Subcontracts Manager
    upon reaching seventy-five percent (75%) expenditure. Should Independent
    Contractor exceed the Not-To-Exceed value, such costs will be borne at
    Independent Contractor's sole expense.

2.  Section 5. Term, is modified as follows

    a. Delete the title "Term" and substitute "Term and Termination" in lieu
       thereof.
    b. Designate the first paragraph as paragraph "a. Term".
    c. Add paragraphs 5b. Termination for Convenience, 5c. Termination for
       Default, 5d. Rights Upon Termination and 5e. Stop Work Order as
       follows:

       5b. TERMINATION FOR CONVENIENCE. QUALCOMM may terminate this Agreement or
       any portion of this Agreement at any time, effective upon delivery of
       written notice thereof (the "Termination Notice") to Independent
       Contractor. Upon any such termination QUALCOMM's sole and exclusive
       liability to Independent Contractor shall be to pay to Independent
       Contractor the prices specified in this Agreement for any Services which
       have been performed for QUALCOMM, to the extent not previously paid. Any
       request by Independent Contractor for termination charges shall be deemed
       waived if not asserted within twenty (20) business days after the date of
       the Termination Notice.

       5c. TERMINATION FOR DEFAULT. QUALCOMM may terminate this Agreement or any
       portion of this Agreement immediately upon written notice to Independent
       Contractor, if Independent Contractor: (i) fails to make adequate
       progress to complete the Services required in accordance with Exhibit A
       or does not complete the Services in accordance with the documentation
       applicable to such Services, (ii) fails to act promptly upon receipt of
       QUALCOMM's request for Services, (iii)

                                                                 AMENDMENT NO. 2

                                                                    P.O. J800013




                                      -1-
<PAGE>   21

       fails to utilize QUALCOMM approved personnel. Independent Contractor or
       QUALCOMM may terminate this Agreement upon written notice to the other
       party if (a) the other party files or has filed against it any proceeding
       in bankruptcy or insolvency, (b) makes a general assignment for the
       benefit of creditors, or (c) otherwise fails to comply in any other
       respect, other than (i)-(iii), with the terms and conditions of this
       Agreement within thirty (30) days after the date of written notice of
       such non-compliance.

       5d. RIGHTS UPON TERMINATION. Any and all Services to be performed
       pursuant to this Agreement shall cease immediately upon any expiration or
       termination of this Agreement. Independent Contractor shall mitigate its
       damages upon receipt of any termination notice. QUALCOMM shall be liable
       to independent Contractor for equitable and mutually agreeable
       compensation for Independent Contractor's direct and indirect cost of
       labor, materials and expenses which Independent Contractor shall not have
       been able to reasonably mitigate. Upon any such expiration or termination
       of this Agreement, Supplier shall immediately deliver to QUALCOMM all
       Deliverables as described in the SOW in whatever their current state of
       production. In addition, upon termination or expiration, Independent
       Contractor shall return to QUALCOMM, or destroy and provide written
       certification of its destruction to QUALCOMM, all proprietary and
       confidential information received from QUALCOMM.

       5e. STOP WORK ORDER. QUALCOMM shall have the right, at any time during
       the performance of Services to direct Independent Contractor, in writing,
       to temporarily stop all or portions of the Services covered by this
       Agreement (such direction is referred to herein as a "Stop Work Order").
       Upon receipt of any Stop Work Order Independent Contractor will
       immediately stop all activities to the extent specified in the Stop Work
       Order and will take all reasonable steps to minimize the occurrence of
       costs allocable to the Services covered by the Stop Work Order. If
       QUALCOMM exercises this right, the length of a Stop Work Order shall be
       for a maximum duration of twenty-six (26) weeks (the "Stop Work Period").
       Prior to the conclusion of the Stop Work Period, QUALCOMM may either (1)
       direct Independent Contractor to resume all or part of the Services to
       which the Stop Work Order applied or (2) terminate the whole Agreement,
       or the portion of the Services to which the Stop Work Order applied
       pursuant to Termination for Convenience, or (3) request Independent
       Contractor to accept a further delay in the performance of the Services
       to which the Stop Work Order applied. In the event of a Stop Work Order,
       QUALCOMM shall be liable to Independent Contractor for equitable and
       mutually agreeable compensation for independent Contractor's direct and
       indirect cost of labor, materials and expenses which Independent
       Contractor shall not have been able to reasonably mitigate. QUALCOMM
       shall have the right to direct Independent Contractor to resume Services
       at any time during the Stop Work Period. In the event QUALCOMM

                                                                 AMENDMENT NO. 2

                                                                    P.O. J800013




                                      -2-
<PAGE>   22

       orders Independent Contractor, in writing, to resume Services,
       Independent Contractor shall receive an equitable adjustment in the
       price, delivery schedule and other affected provisions of this Agreement.

3.  Add Section 14.h, Responsibility for QUALCOMM Equipment as follows:

    h. RESPONSIBILITY FOR QUALCOMM EQUIPMENT. All property and equipment,
    including software, which is furnished to Independent Contractor by QUALCOMM
    for performance of Services under this Agreement shall be and remain the
    property of QUALCOMM, and title to such property shall not be affected by
    incorporation or attachment to any other property. All property and
    equipment furnished or consigned to Independent Contractor by QUALCOMM under
    this Agreement, shall be kept and maintained in first class condition and
    replaced to the extent necessary for performance under this Agreement. Such
    property shall be used by Independent Contractor only in the performance of
    this Agreement or as may otherwise be authorized in writing by QUALCOMM, and
    shall remain the property of QUALCOMM. When instructed by instructed by
    QUALCOMM, Independent Contractor shall hand deliver the property covered by
    this Section to QUALCOMM, at the completion or termination of this
    Agreement, or shall make such other disposition F.O.B. destination as
    QUALCOMM may direct. Independent Contractor shall bear the risk of loss or
    destruction of and damage to property covered by this Section until
    delivered or returned to QUALCOMM. Independent Contractor shall deliver or
    return such property in the same condition as when manufactured, acquired or
    received, except for reasonable wear for utilization thereof in accordance
    with the terms of this Agreement.

4.  Modify Exhibit A, Independent Contractor Services of Work as attached.

5.  Modify Exhibit B, Compensation and Reimbursement as attached.

All other terms and conditions of the Agreement which are not expressly
modified or amended by this Amendment remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the date first above written.

QUALCOMM GLOBAL SERVICES                 SPACE SYSTEMS INTERNATIONAL CORPORATION


By: /s/ M. Terrell Colvin                By: /s/ Ed Daley
------------------------------------     ---------------------------------------


Name: M. Terrell Colvin                  Name: Ed Daley
------------------------------------     ---------------------------------------


Title: Subcontractors Manager            Title: Chief Financial Officer
------------------------------------     ---------------------------------------

                                                                 AMENDMENT NO. 2

                                                                    P.O. J800013




                                      -3-
<PAGE>   23


                                   Exhibit A

                        INDEPENDENT CONTRACTOR SERVICES
                               STATEMENT OF WORK



Les Bender, John Castro or their appointee of QUALCOMM will be Independent
Contractor's Point of Contact (POC) and will provide all technical direction
under the Agreement. Best commercial practices will be used.

Such tasks may include but are not limited to:

1.0      Independent Contractor shall provide Management and System Integration
         services for the deployment of QUALCOMM's wireless infrastructure
         products. These services include but not limited to:

         1.1      Coordinate with the Business Development and Project
                  Management Departments to generate project plans, schedules
                  and cost estimates for assigned markets.

         1.2      Perform and lead system level network design activities and
                  complete product questionnaires for the purpose of
                  configuring QUALCOMM's wireless infrastructure for assigned
                  markets.

         1.3      Manage deployment teams in San Diego and at QUALCOMM's
                  customer/partner locations as directed by the POC.

         1.4      Coordinate with logistics teams for the delivery of equipment
                  and documentation as specified by the POC.

         1.5      Travel to customer/partner locations as agreed to with the
                  POC.

         1.6      RF Network Planning and System Design.

         1.7      Network hardware installation.

         1.8      Hardware/software commissioning.

         1.9      Acceptance testing and commercial launch of deployed
                  networks.

         1.10     Network operations and maintenance support.

         1.11     Hotline support and technical interface to San Diego.

         1.12     Deployment coordination and customer interface.

2.0      Communications: Independent Contractor shall be available for
         discussions and meetings at QUALCOMM's principle place of work as
         required. Independent Contractor shall be available to exchange
         information and for telephone conferences during the entire workweek
         if not physically at QUALCOMM facilities.



                                      -4-

<PAGE>   24


3.0      Deliverables: Independent Contractor shall generate documents as
         required by the POC. The documents shall be informally submitted and
         include but not limited to:

         3.1      Project Plans

         3.2      Project Schedules

         3.3      Manpower estimates and project loading

         3.4      BSC and BTS configuration questionnaires

         3.5      Letters to customers/partners

         3.6      A report submitted with the invoice summarizing activities
                  performed during the previous month



                                      -5-

<PAGE>   25


                                   EXHIBIT B

                         COMPENSATION AND REIMBURSEMENT



Independent Contractor will provide personnel to support the project, upon
prior written approval from QUALCOMM, in accordance with the following personnel
categories and rates. Independent Contractor personnel will support the project
as necessary and not less than 40 hours of Services per week, with the
exception that driver and translator personnel are on an "as require" basis
only. All rates are all inclusive and include, but are not limited to, labor
supervision, office space, foreign and domestic taxes, fees, duties, applicable
laws, overhead, general and administrative costs, profit and all items
associated with payment to Independent Contractor under the Agreement. All
rates are in U.S. dollars ($).

1.       PROJECT MANAGER:

Labor cost for 1 year: 2080 hrs x $75.00/hr.       =  $156,000.00
Travel Expenses:       6 trips  x $10,000.00/trip  =  $ 60,000.00
-------------------------------------------------------------------------------
     TOTAL NOT-TO-EXCEED                              $216,000.00



2.       RUSSIAN LABOR:

Category                                  Hourly Rate              Weekly Rate
-------------------------------------------------------------------------------
Lead Field Engineer-LFE                   $72.18                    $   2887.20
Site Manager-SM1                          $59.54                    $   2381.60
Site Manager-SM2                          $30.70                    $   1228.00
Network Planner-NP                        $36.10                    $   1444.60
Field Engineer 1-FE1                      $50.04                    $   2001.60
Field Engineer 2-FE2                      $30.93                    $   1237.20
Driver w/Foreign Car-DRF*                 $19.04                    $    761.60
Driver w/Russian Car-DRR*                 $16.99                    $    679.60
Translator-TR*                            $ 8.58                    $    343.20
-------------------------------------------------------------------------------
         TOTAL NOT-TO-EXCEED                                        $900,000.00
                                                                    ===========

(Weekly Rates shall apply with the exception of *Category Personnel)



                                      -6-

<PAGE>   26


3.       EXPENSES:

         o  Prior written approve from QUALCOMM is mandatory for all travel or
            other expenses required in performance of Services by Independent
            Contractor personnel. Travel and associated expenses are only
            applicable for Independent Contractor personnel traveling outside
            of Contractor personnel's assigned location. Should prior written
            approval not be obtained, such cost may be borne by Independent
            Contractor. Travel expenses will be reimbursed to Independent
            Contractor at actual costs. Expenses must be confirmed by original
            receipts, or legible copies, attached to each invoice.

         o  Lodging will be reimbursed to Independent Contractor at actual
            costs not to exceed the US State Department Lodging Rate schedule
            for the month and city in which the expense occurs. Expenses must
            be confirmed by original receipts, or legible copies, attached to
            each invoice.

         o  Meals and Incidental Expenses (M&IEs) will be reimbursed to
            Independent Contractor at actual costs not to exceed the US State
            Department M&IEs Rate for the month and city in which the expense
            occurs. Expenses must be confirmed by original receipts, or legible
            copies, attached to each invoice.

         o  Expenses, incurred other than in U.S. Dollars ($) will be converted
            to US dollars ($) at the exchange rate in effect on the date of
            each invoice period incurring such expense. The exchange rate used
            will be the published rate of Citibank.



                                      -7-
<PAGE>   27

[ERICSSON LOGO] 6455 Lusk Boulevard                  Purchase Order #    J800042
                San Diego, CA 92121  PURCHASE ORDER  Ver.      1    P.      2

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
LINE        MPN       MFR NAME                MFR FSCM          ACCT    RESALE
ITEM    ------------------------------------------------------------------------     ORDER       U/M      UNIT PRICE    TOTAL PRICE
NO.     EWC MCN/LBL              DESCRIPTION                    JOB      TAX          QTY      DELIVERY   SHIP METHOD  FREIGHT TERMS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>           <C>                     <C>               <C>     <C>          <C>       <C>        <C>          <C>


        TECHNICAL DIRECTION FROM ERICSSON SHALL BE PROVIDED BY ERICCON'S PROJECT
        MANAGER LESTER BENDER. ALL CONTRACTUAL MATTERS MUST BE DIRECTED TO
        ERICSSON'S SUBCONTRACTS MANAGER, TC COLVIN.

                                                                52203   Yes         99,100     EACH        $  1.0000    $  99,100.0
1                     DEPLOYMENT SERVICES CIS REGION            61060   No                     06-04-99

                                                                52203   Yes         44,290     EACH        $  1.0000    $  44,290.0
2                     (NON-LOCAL) TRAVEL EXPENSES IN SUPPORT
                      OF SERVICES                               61060   No                     06-04-99

                                                                52203   Yes        806,944     EACH        $  1.0000    $ 806,984.1
3                     DEPLOYMENT SERVICES PERSONNEL IN RUSSIA   61060   No                     06-04-99

                                                                                                           Total Cost:  $ 950,331.1

                      /s/ [ILLEGIBLE]
                      -------------------------------
                      Subcontracts Manager

                      /s/ [ILLEGIBLE]
                      -------------------------------
                      SSI, Vice President








------------------------------------------------------------------------------------------------------------------------------------
ALL DELIVERIES AND PERFORMANCE UNDER THIS PURCHASE ORDER SHALL BE GOVERNED BY ERICSSON WIRELESS COMMUNICATIONS STANDARD PURCHASE
ORDER TERMS AND CONDITIONS AND PURCHASE ORDER QUALITY ASSURANCE REQUIREMENTS (DWG. NO. 80-3530) ATTACHED AND INCORPORATED HEREIN BY
REFERENCE.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>   28

[ERICSSON LOGO] 6455 Lusk Boulevard                  Purchase Order #    J800042
                San Diego, CA 92121  PURCHASE ORDER  Ver.      1    P.      1

<TABLE>
<CAPTION>

<S>                                      <C>                                 <C>

                                                                             SHIP TO:
                                                                                ERICSSON WIRELESS COMMUNICATIONS INC.
                                         ORDER DATE:    06-11-99                6455 LUSK BLVD.
                                         VERSION DATE:  06-11-99                SAN DIEGO, CA 92121-2779
SUPPLIER:               ID: 227690       CONTACT:       JOHN PAPAZIAN
  SPACE SYSTEMS INTERNATIONAL CORP.      TERMS:         0.00-15 NET 15
  11440 W. BERNARDO COURT SUITE 300      FOB:           FOB ERICSSON
  SAN DIEGO, CAL 92127-1644              CARRIER:       UPS                  ATTN:          RECEIVING
                                         METHOD:
ATTN: JOHN PAPAZIAN                      FREIGHT TERMS:
                                         BUYER:         COLVIN, M. TERRELL   BILL TO:
COMMENTS:                                                                       ERICSSON WIRELESS COMMUNICATIONS INC.
                                                                                ATTN: ACCOUNTS PAYABLE
                                                                                749 EAST CAMPBELL RD.
                                                                                RICHARDSON, TX 75081

                                                                             ATTN: ACCOUNTS PAYABLE
</TABLE>

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
LINE        MPN       MFR NAME                MFR FSCM          ACCT    RESALE
ITEM    ------------------------------------------------------------------------     ORDER       U/M      UNIT PRICE    TOTAL PRICE
NO.     EWC MCN/LBL              DESCRIPTION                    JOB      TAX          QTY      DELIVERY   SHIP METHOD  FREIGHT TERMS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>           <C>                     <C>               <C>     <C>          <C>       <C>        <C>          <C>


        THIS COPY CONFIRMS A PRIOR VERBAL AWARD. DO NOT
        DUPLICATE

        YOU MUST HAVE CURRENT (WITHIN 6 MONTHS)
        CERTIFICATES OR ORIGIN ON FILE WITH ERICSSON
        FOR ALL PRODUCTION MATERIAL ON THIS PO. SEND
        WITH SHIPMENT OR CALL ERICCSON EXPORT
        COMPLIANCE AT 619.655.3441

        ELECTRONIC SUBMISSION OF THIS PURCHASE ORDER
        CONSTITUTES ERICSSON'S OFFER TO PURCHASE
        GOODS AND/OR SERVICES FROM SUPPLIER BASED ON
        THE ERICSSON STANDARD PURCHASE ORDER TERMS AND
        CONDITIONS. BY PERFORMANCE AGAINST THIS
        PURCHASE ORDER, SUPPLIER ACKNOWLEDGES THAT
        ERICSSON STANDARD PURCHASE ORDER TERMS AND
        CONDITIONS SHALL GOVERN THIS TRANSACTION. IN
        THE EVENT OF ANY CONFLICT BETWEEN THE TERMS AND
        CONDITIONS CONTAINED IN THE DOCUMENTS GOVERNING
        THIS TRANSACTION, THE FOLLOWING ORDER OF
        PRECEDENCE SHALL APPLY:

        A MASTER AGREEMENT SIGNED BY BOTH ERICSSON AND
          SUPPLIER.
        ERICSSON'S STANDARD TERMS AND CONDITIONS.
        THE QUALITY ASSURANCE REQUIREMENTS CONTAINED IN
          DWG. NO. 80-3530.
        THE SPECIFICATION FOR THE PART BEING PURCHASED.

        THIS PURCHASE ORDER REPLACES P.O. J800032 IN ITS
        ENTIRETY. LINE ITEM VALUES HAVE BEEN MODIFIED TO
        REFLECT THE BALANCE OF FUNDING.

        P.O. LINE ITEMS ARE "NOT-TO-EXCEED" IN VALUE.
        SPACE SYSTEMS MUST ADVISE ERICSSON'S SUBCONTRACTS
        MANAGER (TC COLVIN) UPON REACHING THE 75%
        EXPENDITURE FOR EACH LINE ITEM. SHOULD SPACE
        SYSTEMS EXCEED THE "NOT-TO-EXCEED" VALUES, SUCH
        COSTS WILL BE BORNE AT SPACE SYSTEMS' SOLE
        EXPENSE.

        ALL TERMS AND CONDITIONS OF THE INDEPENDENT
        CONTRACTOR AGREEMENT DATED 1/5/99 ARE INCORPORATED
        BY REFERENCE HEREIN.






------------------------------------------------------------------------------------------------------------------------------------
ALL DELIVERIES AND PERFORMANCE UNDER THIS PURCHASE ORDER SHALL BE GOVERNED BY ERICSSON WIRELESS COMMUNICATIONS STANDARD PURCHASE
ORDER TERMS AND CONDITIONS AND PURCHASE ORDER QUALITY ASSURANCE REQUIREMENTS (DWG. NO. 80-3530) ATTACHED AND INCORPORATED HEREIN BY
REFERENCE.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>   29

[QUALCOMM LOGO] 6455 Lusk Boulevard                  Purchase Order #     J80001
                San Diego, CA 92121  PURCHASE ORDER  Ver.      2    I.      20F
                (819) 587-1121

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
LINE        MPN       MFR NAME                MFR FSCM          ACCT    RESALE
ITEM    ------------------------------------------------------------------------     ORDER       U/M      UNIT PRICE    TOTAL PRICE
NO.     OGS MCN/LBL              DESCRIPTION                    JOB      TAX          QTY      DELIVERY   SHIP METHOD  FREIGHT TERMS
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>           <C>                     <C>               <C>     <C>          <C>       <C>        <C>         <C>

                                                                52203   Yes         160,000    EACH        $  1.0000   $  160,000.0
1                     DEPLOYMENT SERVICES CIS REGION            61060   No                     01-15-99

                                                                52203   Yes          60,000    EACH        $  1.0000   $   60,000.0
2                     (NON-LOCAL) TRAVEL EXPENSES IN SUPPORT
                      OF SERVICES                               61060   No                     01-15-99

                                                                52203   Yes         900,000    EACH        $  1.0000   $  900,000.0
3                     DEPLOYMENT SERVICES PERSONNEL IN RUSSIA   61060   No                     05-06-99

                                                                                                           Total Cost: $1,120,000.0

                      /s/ [ILLEGIBLE]
                      -------------------------------







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        ALL DELIVERIES AND PERFORMANCE UNDER THIS PURCHASE ORDER SHALL BE GOVERNED BY QUALCOMM GLOBAL SERVICES STANDARD
                 PURCHASE ORDER TERMS AND CONDITIONS (FORM 76-34902-4) AND PURCHASE ORDER QUALITY ASSURANCE
                     REQUIREMENTS (DWG. NO. 80-3530) ATTACHED AND INCORPORATED HEREIN BY REFERENCE.
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