Exhibit 10.12


                         REVOLVING CREDIT LINE AGREEMENT

       Intending to be legally  bound by this  Revolving  Credit Line  Agreement
("Agreement"),  dated _May  15_________________,  2000,  BANK OF  HAWAII,  whose
mailing address is P.O. Box BH, Hagatna,  Guam 96932 (the "Bank") and TELESOURCE
CNMI, INC.,  whose mailing address is KS Sablan  Building,  Sadog Tasi, PPP 402,
Box 10000, Saipan, MP 96950 (the "Borrower") agree as follows:

                               I. Revolving Credit

1.01   In  General.  Subject to the terms of this  Agreement  and the other Loan
       Documents,  the Bank hereby establishes a credit facility in favor of the
       Borrower (the "Credit  Facility") under which the Bank will extend credit
       to the Borrower  from time to time until  January 31, 2001,  (the "Credit
       Termination Date"), by way of Loans,  issuances of commercial and standby
       letters of credit,  acceptances  and  issuances of bill of lading  bonds,
       pursuant to Section 1.02.

       Each  extension  of credit  shall be in such amount as the  Borrower  may
       request,  provided that the aggregate  principal amount of all extensions
       of credit at any one time outstanding shall not exceed $2,000,000.00 (the
       "Commitment").  The Borrower may obtain credit, repay without penalty and
       obtain further credit as provided for under this Agreement, from the date
       hereof until the Credit  Termination  Date,  in either the full amount of
       the Commitment or any lesser sum.

1.02   Drawings. Borrower may draw on the Commitment in the following manner(s):

       By obtaining a cash advances (each such cash advance  herein  referred to
       as a "Loan") evidenced by a revolving promissory note (the "Master Note")
       executed by Borrower in favor of Bank.

       By obtaining  the  issuance of a  nontransferable  commercial  or standby
       letter of credit or acceptance  pursuant to an application by Borrower on
       the Bank's standard Commercial Letter of Credit Application and Agreement
       or Standby Letter of Credit Application and Agreement.

       By  obtaining  the  issuance  of a  nontransferable  bill of lading  bond
       pursuant to a Guaranty  Agreement in Respect of Shipment of Goods between
       Borrower and Bank on the Bank's standard form.

1.03   Purpose.  The proceeds of the Loans and other  extensions of credit under
       the Credit Facility shall be used  exclusively  for capital  expenditures
       and general working capital flexibility purposes.


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1.04   Security.  The Credit  Facility and Loans and other  extensions of credit
       shall be  secured  by liens on or  security  interests  in the  following
       collateral ("Collateral"),  which liens or security interests shall be of
       first priority unless otherwise approved by the Bank:

       Borrower  shall execute an  assignment of twenty-one  notes (the "Notes")
       issued by Commonwealth  Utilities  Corporation ("CUC") with a face amount
       of  $3,780,000.00,  which Notes are  numbers 48 through 68 with  maturity
       dates  commencing  March 31, 2003 and ending on November  30,  2004,  and
       shall deliver to Bank physical possession of said Notes.

       The  assignment of said Notes shall include  assignment of all collateral
       securing the Notes,  including without  limitation the rights created (i)
       under that certain Pledge and Security Agreement between the Borrower and
       CUC dated October 19, 1999,  including  all power plant assets,  and (ii)
       under that Escrow  Agreement dated December 13, 1999 between Borrower and
       CUC.

1.05   Negative  Pledge  Agreement.  Borrower  shall  execute a negative  pledge
       agreement whereby Borrower  covenants not to grant a security interest in
       or lien upon any of  Borrower's  interests  in the Lease  dated March 27,
       1998  between  CUC as lessor  and  Borrower  as Lessee,  of any  personal
       property  located at Lot No. 082 T 01, Tinian,  CNMI,  including  without
       limitation, the Plant, and each piece of Plant Equipment and all material
       used in  connection  with the  Plant,  as Plant and Plant  Equipment  are
       defined  in the  Agreement  for  Design,  Supply of Plant and  Equipment,
       Private  Construction,   Maintenance  and  Operation,   and  Transfer  of
       Ownership  between  Borrower  and CUC dated June 10,  1997.  The Negative
       Pledge  agreement  shall  provide that  Borrower may pledge the Lease for
       bonding  purposes only,  which bonding must be with a US Treasury  listed
       bonding company, and on the following conditions:

              a. Borrower shall give written notice to the Bank of the terms and
              conditions of the pledge and provide a copy of the agreement  with
              the bonding company to the Bank;

              b. Bank may within thirty days after receipt of written  notice of
              the terms and  conditions of the pledge and receipt of the copy of
              the agreement  with the bonding  company to the Bank,  declare the
              entire  remaining unpaid principal and interest of the credit line
              and outstanding  financial obligations of Borrower to Bank for any
              other  indebtedness then remaining unpaid by Borrower to Bank, due
              and payable forthwith.

1.06   Guarantor.  Repayment of all Loans and other  extensions  of credit under
       the Credit  Facility  shall be jointly,  severally,  unconditionally  and
       absolutely   guaranteed  by  the  following   persons   and/or   entities
       ("Guarantor"): Telesource International, Inc.


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1.07   Requests  for Loans or  Credit.  In  respect  of each Loan and each other
       extension  of credit,  the  Borrower  shall give to the Bank at least one
       Business Day's telephonic  notice of the Borrower's  request therefor (in
       each case confirmed  prior to disbursement of the Loan or other extension
       of credit by a written "Notice of Borrowing" in the form of Schedule 1.07
       attached hereto).  Unless otherwise  directed in writing by the Borrower,
       all cash advances shall be credited to the Borrower's Deposit Account No.
       ___________________, maintained with the Bank.

1.08   Interest; Repayment of Loans and Credit.

       (a) Interest  Rate.  Borrower  agrees to pay interest on the  outstanding
       principal  balance of each Loan at a floating rate one  percentage  point
       above the Base Rate in effect  from time to time.  "Base  Rate" means the
       primary  index  rate  established  from  time to time by the  Bank in the
       ordinary course of its business and with due  consideration  of the money
       market, and published by intrabank memoranda for the guidance of its loan
       officers in pricing all of its loans which float with the Base Rate.

       Any floating rate of interest  will increase or decrease  during the term
       of this  Agreement  if there is an  increase  or  decrease in the rate to
       which the floating  rate is tied.  If the rate to which the floating rate
       is tied is no longer  available,  the Bank will choose a new rate that is
       based on comparable information.

       Interest  shall be  computed  on the basis of the  actual  number of days
       elapsed between  payments and on the basis of a 365-day year (or, in leap
       years, on the basis of 366-day year).

       In no event shall the  Borrower be obligated to pay any amount under this
       Agreement that exceeds the maximum amount allowable by law. If any sum is
       collected in excess of the applicable  maximum  amount  allowable by law,
       the  excess  collected  shall,  at the Bank's  discretion,  be applied to
       reduce the principal balance of the Loans or returned to the Borrower.

       (2)    Repayment of Loans.

              (1)  Payment  Schedule.  The  Borrower  agrees  to pay to the Bank
              interest on the principal  amount of each Loan on the _____ day of
              each month commencing on _____________________.


              The  Borrower  agrees  to pay in  full  on or  before  the  Credit
              Termination   Date  all  principal   and  accrued   interest  then
              outstanding  under the Credit Facility,  not required to have been
              previously paid.

              (2) Repayment of Letters of Credit, Acceptances and Bill of Lading
              Bonds.  Any draw  under any  letter of  credit  or  acceptance  or
              payment  under any bill of  lading  bond must be repaid in full by
              the  Borrower  on the date such draw or  payment  is made.  In the
              event  Borrower  shall  fail  to make  such  repayment,  it  shall
              automatically be made by a Loan hereunder and Borrower


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              shall be deemed to have made a request  for such loan  pursuant to
              Section 1.06 above.

              (3) Currency, Place and Dates of Payments.  Payments shall be made
              in United States money at the Bank's address  stated above,  or at
              such  other  place as the Bank shall  have  designated  by written
              notice to the  Borrower.  Any  payment  due on a day that is not a
              Business day shall be made on the next succeeding Business day and
              the  extension  of time shall be  included in the  computation  of
              interest.  All  payments  shall be made net and free of all taxes,
              imposts,  withholdings or deductions of any nature  whatsoever now
              or hereafter imposed.

              "Business  day"  means  any day on  which  the Bank is open to the
              public for carrying on substantially all of its banking functions.

              (4) Evidence of Making and Repayment of Loans.  The Bank's records
              evidencing the date of disbursement  and principal  amount of each
              Loan and the amounts of all  repayments  of principal and payments
              of interest on each Loan shall  constitute prima facie evidence of
              the making and  repayment of such Loans and of the payment of such
              interest. However, the Bank's making of erroneous notations in its
              records  shall not affect the  Borrower's  obligation to repay the
              outstanding  balance  of  principal  under  a  Loan,  and  accrued
              interest thereon, as provided in this Agreement.

              (5) Late Charges.  If any payment under this Agreement is not made
              when  due,  the  Borrower  will pay to the Bank a late  charge  in
              respect  of  that  payment,  in the  amount  of 5% of the  overdue
              payment.

              (6) Application of Payments. ___ Payments under this Agreement may
              be  applied  by the  Bank to the  indebtedness  evidenced  by this
              Agreement in any manner the Bank deems  appropriate.  The priority
              of  application  elected by the Bank on any one occasion shall not
              determine any such election in the future.

1.09   Fees. Borrower will pay the Bank's standard issuance, advisement, and any
       other fees and charges in connection with any letter of credit or bill of
       lading bond. Borrower shall also pay a facility fee of $20,000.00.

1.10   Evidence of Indebtedness; Loan Documents. The Credit Facility is or is to
       be  evidenced  and/or  secured  by  this  Agreement  and all  such  other
       documents  as the Bank may require  from time to time to  effectuate  the
       intent of this  Agreement,  together  with all renewals,  extensions  and
       modifications thereto (collectively the "Loan Documents").

1.11   Borrower's  Obligations.  The Borrower's  obligations to pay, observe and
       perform all indebtedness, liabilities, covenants and other obligations on
       the part of the Borrower to


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       be paid, observed and performed under this Agreement and the remainder of
       the Loan Documents are herein collectively called the "Obligations".

                            II. Conditions of Lending

2.01   First Loan or Other  Extension of Credit.  The  obligation of the Bank to
       make the first Loan or other  extension of credit under this Agreement is
       subject to the  satisfaction  of all of the  following  conditions  on or
       before  the  date on  which  the  Bank  shall  grant  such  Loan or other
       extension of credit (the "Closing Date"):

       (a) Documents Required for Closing. The Bank shall have received, in each
       case in form and substance  satisfactory to the Bank, such fully executed
       originals or certified  copies as the Bank may have  requested of each of
       the following, in each case as amended through the Closing Date:

              (1) Loan Documents. All of the Loan Documents.

              (2)  Consents.  Evidence  that all  parties to the Loan  Documents
              (except the Bank) have  obtained  all  necessary  and  appropriate
              authority,  approvals and consents to execute and deliver the Loan
              Documents.

              (3) Organizational  Documents.  If any party to the Loan Documents
              (except   the  Bank)  is  a   corporation,   partnership,   trust,
              association or other  recognized legal entity other than a natural
              person (a "Legal Entity"),  all instruments pursuant to which such
              Legal Entity was organized  and by which its internal  affairs are
              governed  and, if  requested by the Bank,  a  Certificate  of Good
              Standing,   evidencing  such  Legal  Entity's  good  standing  and
              authority to conduct its business in the  jurisdiction(s) in which
              it conducts its business.

              (4) Evidence of Priority. Evidence acceptable to the Bank that the
              Bank's liens on and/or  security  interests in the Collateral have
              the priority required by the Bank.

              (5) Opinion(s) of Counsel. If requested by the Bank, an opinion or
              opinions of counsel for the Borrower and any Guarantor,  addressed
              to the  Bank,  covering  to the  Bank's  satisfaction  (i) the due
              authorization,    execution,   delivery,   binding   effect,   and
              enforceability   of  the  Loan  Documents,   (ii)  no  undisclosed
              litigation,  (iii) no  consents  or  approvals  required,  (iv) no
              conflicts  with any agreement or laws,  and (v) such other matters
              as Bank may require.

              (6) Good Standing and Tax Clearance Certificates.  If requested by
              Bank a good standing certificate,  or such equivalent  certificate
              issued by the appropriate  governmental agency of the Commonwealth
              of the Northern Mariana Islands,  and a tax clearance  certificate
              evidencing that all taxes due


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              from the  Borrower to the  Commonwealth  of the  Northern  Mariana
              Islands have been paid.

              (7)  Insurance.  Evidence of the  Borrower's  compliance  with the
              provisions stated below in Section 4.06.

       (b) Certain Other Events. On the Closing Date:

              (1) The  Borrower  shall  have paid to the Bank all fees and other
              charges to have been paid in accordance  with the terms hereof and
              the other Loan Documents,  including, without limitation,  Section
              1.10 of this Agreement.

              (2) The  representations  and warranties  contained in Article III
              shall be true.

              (3) No  event  shall  have  occurred  and be  continuing  that (i)
              constitutes an Event of Default, or (ii) with the giving of notice
              or passage of time,  or both,  would  constitute  such an Event of
              Default.

              (4)  No  material  adverse  change  shall  have  occurred  in  the
              financial condition of the Borrower or Guarantor since the date of
              the  most  recent  of the  Borrower's  and  Guarantor's  financial
              statements submitted to the Bank.

              (5) No material adverse change shall have occurred in the physical
              condition  of  the  Borrower's  assets  since  the  date  of  this
              Agreement.

              (6)  All  legal  matters   incidental  to  the  Closing  shall  be
              satisfactory to legal counsel for the Bank.

2.02   Subsequent  Loans or Extensions of Credit.  The obligation of the Bank to
       make the second or any  subsequent  Loan or other  extension of credit is
       subject to (i) the prior  satisfaction of all conditions  stated above in
       Section 2.01(a),  (ii) the satisfaction as of the date of such subsequent
       Loan or other  extension  of credit  of the  conditions  stated  above in
       Section 2.01(b) of this Agreement,  and (iii) the delivery to the Bank of
       such additional  Loan Documents as may have been reasonably  requested by
       the Bank in respect to such subsequent Loan or other extension of credit.

                       III. Representations and Warranties

To induce the Bank to make the  Commitment  available to the Borrower,  Borrower
makes   the   following   representations   and   warranties   to  Bank,   which
representations and warranties shall survive the execution of this Agreement and
continue so long as Borrower is indebted to Bank under the Loan  Documents,  and
until payment in full of the Obligations:

3.01   Organization.  The  Borrower,  if it is a Legal  Entity,  as well as each
       Legal Entity comprising the Borrower, is duly organized, validly existing
       and in good standing


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       under  the  laws of the  jurisdiction  of its  organization,  and has the
       lawful  power to own its  properties  and to  engage in the  business  it
       conducts.

3.02   No Breach.  The execution and  performance of the Loan Documents will not
       immediately,  or with the  passage of time or the  giving of  notice,  or
       both:

       (a)    Violate  any  law or  result  in a  default  under  any  contract,
              agreement,  or  instrument  to which the Borrower is a party or by
              which the Borrower or its property is bound; or

       (b)    Result in the creation or imposition of any security  interest in,
              or lien or  encumbrance  on,  any of the  assets of the  Borrower,
              except in favor of the Bank.

3.03   Authorization.  The  Borrower  has the power and  authority  to incur and
       perform the  Obligations,  and, if the  Borrower is a Legal  Entity,  the
       Borrower has taken all corporate,  partnership, or other action necessary
       to authorize  the  execution  and delivery of the Loan  Documents and its
       incurring of the Obligations.

3.04   Validity. This Agreement is, and the remainder of the Loan Documents when
       delivered will be, legal, valid,  binding,  and enforceable in accordance
       with their respective terms.

3.05   Financial  Statements.  All financial statements  heretofore given by the
       Borrower  to the Bank,  including  any  schedules  and  notes  pertaining
       thereto,  were prepared in accordance with generally accepted  accounting
       principles,  consistently applied,  ("GAAP") and fully and fairly present
       the  financial  condition  of the  Borrower at the dates  thereof and the
       results of operations for the periods covered thereby, and as of the date
       of this  Agreement  there have been no  material  adverse  changes in the
       financial condition or business of the Borrower from the date of the most
       recent financial statements given to the Bank.

3.06   Taxes. Except as otherwise permitted by this Agreement,  the Borrower has
       filed all tax  returns it was  required by law to have filed prior to the
       date  of this  Agreement,  has  paid or  caused  to be  paid  all  taxes,
       assessments,  and other  governmental  charges  that were due and payable
       prior to the date of this Agreement,  and has made adequate provision for
       the payment of such taxes, assessments, or other charges accruing but not
       yet payable,  and the Borrower  has no  knowledge  of any  deficiency  or
       additional assessment in a materially important amount in connection with
       any taxes, assessments, or charges not provided for on its books.

3.07   Compliance  With Law.  Except to the  extent  that the  failure to comply
       would not  materially  interfere  with the conduct of the business of the
       Borrower,  the Borrower has complied with all applicable  laws in respect
       of: (1) restrictions, specifications, or other requirements pertaining to
       products that the Borrower sells or to the services it


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       performs;  (2) the conduct of its business; and (3) the use, maintenance,
       and operation of its properties.

3.08   Statements and Omissions.  No  representation or warranty by the Borrower
       contained  in this  Agreement  or in any  certificate  or other  document
       furnished by the Borrower pursuant to this Agreement  contains any untrue
       statement of material fact or omits to state a material fact necessary to
       make such  representation  or  warranty  not  misleading  in light of the
       circumstances under which it was made.

3.09   No  Pending  Actions.  There  is  no  pending  or  threatened  litigation
       affecting the Borrower or any Collateral that may have a material adverse
       effect on the business of the Borrower or the Collateral.

3.10   No  Other  Assignment.  Borrower  has  made  no  assignment  any  of  the
       promissory notes or collateral  securing the notes,  which notes evidence
       the Guarantied  Obligations of CUC under the Contract No. CUC-PG-97-C057,
       and  Borrower  will not make any  assignment  without  the prior  written
       consent of the Bank.

                            IV. Affirmative Covenants

For so long as the Commitment or any of the Obligations remains outstanding, the
Borrower will, unless otherwise permitted by the Bank in writing:

4.01   Payments.  Punctually  pay when due all sums  which  may be due under the
       Loan Documents.

4.02   Accounting  Records.  Maintain accurate and proper accounting records and
       books in accordance  with GAAP,  and provide the Bank with access to such
       books and  accounting  records  at the Bank's  request  during the Bank's
       normal business hours.

4.03   Financial Reporting.  Furnish the Bank with financial reports,  certified
       as true and correct by an officer of the Borrower,  in reasonable  detail
       and form approved by the Bank, as follows:

       (a) Not later than 120 days after and as of the end of each  fiscal  year
       CPA-audited  financial  statements  of  the  Borrower,   which  financial
       statements shall include the balance sheet as of the close of such fiscal
       year and  statements of income,  sources and uses of funds for such year,
       earnings  reinvested and changes in financial  position for such year and
       with a statement of current  agings of accounts  receivable  and accounts
       payable,  all prepared in  accordance  with GAAP and all  certified by an
       independent certified public accountant acceptable to Bank;

       (b) The financial statements of the Borrower required pursuant to clauses
       (a) and (b) shall be accompanied by a compliance  certificate in the form
       attached  as  Schedule  4.03  certifying  (i)  the   representations  and
       warranties  set forth in Article  III as being true and correct on and as
       of such date,  and (ii) that no Default or Event of Default has  occurred
       and is continuing;


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       (c)  Borrower  shall  (i)  provide  to Bank  on an  annual  basis  within
       one-hundred  twenty  (120) days after each fiscal  year end,  Guarantor's
       CPA-audited  financial  statements,  all prepared in accordance with GAAP
       and  all  certified  by  an  independent   certified  public   accountant
       acceptable  to Bank and (ii) provide to Bank on an annual basis copies of
       Borrower's year-end tax returns;

       (d) From time to time such other  information  as the Bank may reasonably
       request.

4.04   Existence.  If the Borrower is a Legal Entity,  preserve and maintain the
       Borrower's  legal existence and timely file all necessary and appropriate
       documents  and  exhibits  and pay all  appropriate  fees and  charges  in
       connection therewith.

4.05   Observance  of Laws.  Conduct the  Borrower's  business  activities in an
       orderly, efficient and regular manner and comply with all requirements of
       all applicable state, federal and local laws, rules and regulations.

4.06   Insurance.  Maintain and keep in force insurance of the types and in such
       amounts  as are  satisfactory  to the  Bank,  and in no event  less  than
       amounts   customarily  carried  in  lines  of  business  similar  to  the
       Borrower's,   including  but  not  limited  to,  property  and  casualty,
       commercial  general liability and worker's  compensation  insurance,  and
       provide  the  Bank  with a  schedule  or  schedules  or  certificates  of
       insurance  from time to time setting forth all  insurance  then in effect
       along with copies of all such policies.

       If real or personal properties are given to secure either the Obligations
       or any  guaranty  given in support of the  Obligations,  such  properties
       shall be covered by property and  casualty  insurance  acceptable  to the
       Bank,  and such  policies  shall  contain a  mortgagee's  clause  and /or
       lender's  loss  payable  endorsement  and shall  require  30 days'  prior
       written  notice to the Bank of any  cancellation  or  material  change in
       coverage.

4.07   Facilities.  Keep all of the Borrower's property and business premises in
       a good  state  of  repair  and  condition,  make all  necessary  repairs,
       renewals and replacements thereto from time to time so that such property
       and  business  premises  shall be fully  and  efficiently  preserved  and
       maintained,  keep such  property and business  premises free and clear of
       all liens,  charges or encumbrances except those consented to by the Bank
       in  writing  and permit the  Bank's  authorized  representatives  to make
       reasonable inspections of the Borrower's property and business premises.

4.08   Taxes  and  Other  Liabilities.  Pay and  discharge  when  due all of the
       Borrower's indebtedness,  obligations, assessments and taxes, except such
       as the  Borrower  may in good  faith  contest  or as to which a bona fide
       dispute may exist, provided that the


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       Borrower has provided  evidence  satisfactory  to the Bank  regarding the
       Borrower's  ability  to pay the  disputed  items  in the  event  they are
       determined to be justly due.

4.09   Notice to Bank. Promptly give notice to the Bank of (a) the occurrence of
       any  Event of  Default,  (b) any  change  in the  name or  organizational
       structure of the Borrower,  (c) any uninsured  loss through fire,  theft,
       liability or property  damage  exceeding  $10,000.00,  (d) any pending or
       threatened  litigation affecting the Borrower or any Collateral involving
       an amount exceeding $10,000.00, (e) any event which could have a material
       adverse  effect on the ability of the  Borrower to continue  its business
       operations  in the  ordinary  course,  (f) any  change in the  Borrower's
       principal  place of  business,  and (g) any change in the location of any
       Collateral.

4.10   Financial   Condition.   Maintain  the  Borrower's   financial  condition
       according to the  following  standards,  in each such case  determined in
       accordance with GAAP:

       (a) Net Worth of not less than $5,000,000.00.

4.11   Hazardous  Materials.  Abide  at all  times by all  applicable  hazardous
       material laws,  rules and regulations and immediately  notify the Bank of
       any claim or threatened  claim  affecting any property  owned,  leased or
       occupied by the Borrower.

///

                              V. Negative Covenants

For so long as the Commitment or any of the Obligations remains outstanding, the
Borrower will not, without the prior written consent of the Bank:

5.01   Use of Funds.  Use any of the proceeds of the  Commitment for any purpose
       except as set forth in Section 1.03 of this Agreement.

5.02   Other  Indebtedness.  Create,  incur or permit  to exist any  liabilities
       resulting from borrowing, loans or advances, secured or unsecured, except
       for the  liabilities of the Borrower to the Bank under this Agreement and
       new  borrowings not to exceed  $2,000,000 in the aggregate  provided that
       such borrowing are  subordinate to the liabilities of the Borrower to the
       Bank hereunder.

5.03   Merger, Consolidation, Sale of Stock or Assets. Merge into or consolidate
       with any Legal Entity, acquire or establish any operating subsidiaries or
       acquire all or  substantially  all of the capital  stock or assets of any
       other legal  entity,  or (unless the  Borrower is a  publicly-held  Legal
       Entity) sell, or permit to be sold, assigned, pledged or transferred, any
       interest in the Borrower or legal entities comprising the Borrower or any
       of  its  operating  subsidiaries;  or  sell,  assign,  transfer,  pledge,
       mortgage,  or otherwise dispose of all or substantially all of the assets
       of the Borrower, except in the ordinary course of its business.


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<PAGE>


5.04   Guaranties.  Guarantee or become liable in any way as a surety,  endorser
       (other  than  in the  ordinary  course  of  business),  or  accommodation
       endorser or otherwise for the debt or obligation of any person or entity.

5.05   Business.  Materially  change the  character  of the  Borrower's  current
       business,  or engage in any type of  business  other than the  Borrower's
       current business.

5.06   Dividends.  If the Borrower is a Legal  Entity,  and not a  publicly-held
       Legal Entity,  declare or pay any dividends or partnership  distributions
       of any kind, or redeem,  retire,  purchase or otherwise acquire shares of
       any class of the Borrower's stock or any partnership interest therein.

5.07   Salaries.  Increase  the salary or other  compensation  of any officer or
       director of the Borrower  above the present level of such salary or other
       compensation as of the Closing Date.

                         VI. Bank's Rights Upon Default

6.01   Events of Default.  Each of the following events is an "Event of Default"
       under this Agreement:

       (a) The  Borrower's  failure to pay when due any sum  payable to the Bank
       under the Loan Documents or under any other agreement or note between the
       Bank and the Borrower, whether now existing or hereafter executed;

       (b) The Borrower's or any  Guarantor's  failure to perform or observe any
       other  obligation  of such  Borrower or Guarantor to the Bank  (including
       without  limitation  all  obligations  undertaken  in  any  of  the  Loan
       Documents);

       (c)  Any  Guarantor  denies  liability  under,  attempts  to  revoke,  or
       otherwise impairs the guaranty;

       (d) The death, dissolution or insolvency of the Borrower or Guarantor;

       (e) The  commencement  of any  proceeding  or the taking of any act by or
       against  the  Borrower  or  Guarantor  for any relief  under  bankruptcy,
       insolvency  or similar  laws for the  protection  of debtors,  or for the
       appointment  of a receiver of the  business or assets of the  Borrower or
       any Guarantor or the Borrower's or Guarantor's inability (or admission of
       inability) to pay his, her, or its debts as they become due;

       (f) Any governmental  authority having  jurisdiction over the Borrower or
       Guarantor revokes any  authorization or permit  materially  affecting the
       Borrower's or Guarantor's ability to do business;


                                       11
<PAGE>


       (g) The  Borrower or  Guarantor  defaults in the payment of any  material
       debt owed by the Borrower or the  Guarantor to any person or entity other
       than the Bank, if such default  permits the holder(s) to accelerate  such
       debt;

       (h) Any representation,  warranty, or other information made or furnished
       by the  Borrower  or  Guarantor  in respect of the Credit  Facility is or
       shall be untrue or materially misleading;

       (i) The Bank reasonably  believes there has been a material impairment of
       or  decrease  in either the  Borrower's  ability  to pay or  perform  the
       Obligations  or the value of any  collateral or guaranty  given to secure
       payment of the Obligations;

       (j) Any third party obtains a court order  enjoining or  prohibiting  the
       Borrower,  Guarantor or the Bank from  performing  any of its  respective
       obligations  under the Loan  Documents  and such order is not  discharged
       within 60 days after its issuance; or

       (k) The Borrower or Guarantor  fails to pay when due any amount  relating
       to any plan governed by the Employee  Retirement  Income  Security Act of
       1974, as amended.

6.02   Bank's  Rights.  If an Event of Default shall occur and be continuing the
       Bank shall have,  in addition to any and all other  rights and  remedies,
       legal or  equitable,  available to the Bank under any and all of the Loan
       Documents or at law, the following additional rights and remedies:

       (a) The  absolute  right  to deny to the  Borrower  any  further  Loan or
       extension of credit (the Bank's  obligation to extend any further  credit
       to the Borrower shall immediately terminate);

       (b) The right, at the option of the Bank, to declare, without notice, the
       entire principal amount and accrued interest for any Loan or extension of
       credit  outstanding  under  this  Agreement,  plus any  fees and  charges
       reasonably  incurred  by  the  Bank  under  any of  the  Loan  Documents,
       immediately due and payable; and

       (c) The  right,  at the  option of the Bank,  to charge  interest  on any
       principal amount  outstanding under this Agreement at the rate of 18% per
       year or three  percentage  points above the "Paying  Rate",  whichever is
       greater (the "Default  Rate");  the "Paying Rate" being the interest rate
       which would  otherwise be applicable if the Credit  Termination  Date has
       not  occurred  or been  accelerated;  and,  with  respect to any  overdue
       principal  and/or  interest  from and after  maturity,  whether or not by
       acceleration, to determine the Paying Rate pursuant to Section 1.08(a) as
       if the maturity date had been extended to the actual date that payment is
       made to the Bank.

       (d) The right to the ex parte  appointment  without  bond of a  receiver,
       without  regard to the value of any  collateral  or solvency of any party
       liable for payment,


                                       12
<PAGE>


       observance or  performance of the  Obligations  and regardless of whether
       the Bank has an adequate remedy at law.

                               VII. Miscellaneous

7.01   Further Assurance.  From time to time within five Business Days after the
       Bank's  demand,  the Borrower  will  execute and deliver such  additional
       documents and provide such  additional  information  as may be reasonably
       requested by the Bank to carry out the intent of this Agreement.

7.02   Enforcement  and Waiver by the Bank. The Bank shall have the right at all
       times to enforce the  provisions  of the Loan  Documents,  as they may be
       amended  from  time to time,  in  strict  accordance  with  their  terms,
       notwithstanding  any  conduct  or  custom  on the  part  of the  Bank  in
       refraining from so doing at any time or times. The failure of the Bank at
       any time or times to enforce its rights under such  provisions,  strictly
       in accordance  with the same,  shall not be construed as having created a
       custom in any way or manner  contrary to specific  provisions of the Loan
       Documents or as having in any way or manner  modified or waived the same.
       All rights and remedies of the Bank are cumulative and concurrent and the
       exercise  of one right or remedy  shall not be deemed a waiver or release
       of any other right or remedy.

7.03   Expenses of the Bank. The Borrower will, on demand, reimburse to the Bank
       all reasonable expenses,  including reasonable  attorneys' fees, incurred
       by  the  Bank  in   connection   with  the   administration,   amendment,
       modification,  workout,  or  enforcement  of the Loan  Documents  and the
       collection or attempted  collection of the indebtedness  evidenced by the
       Loan Documents, whether or not legal proceedings are commenced.

7.04   Notices.  Any notices or consents required or permitted by this Agreement
       or the remainder of the Loan  Documents  shall be in writing and shall be
       deemed  delivered if  delivered  in person or if sent by certified  mail,
       postage prepaid,  return receipt  requested,  or by FAX, at the following
       addresses, unless such address is changed by written notice hereunder:

       BORROWER                                   BANK

       Telesource CNMI, Inc.                      Bank of Hawaii
       K.S. Sablan Building, Sadog Tasi           P.O. Box BH
       PPP 402, Box 10000                         Hagatna, GU  96932
       Saipan, MP 96950                           PHONE: (671) 479-3646
       PHONE:               (___)                 FAX: (671) 479-3766
                                                  Attn: Guam Regional Business
       -------------------                              Banking Center Manager
       FAX:                 (___)

       -------------------


                                       13
<PAGE>


7.05   Waiver and Release by the Borrower.  To the maximum  extent  permitted by
       applicable law, the Borrower (and each of them, if more than one):

       (1) Waives notice and opportunity to be heard,  after acceleration of the
       indebtedness evidenced by the Loan Documents, before exercise by the Bank
       of the remedy of setoff or of any other remedy or procedure  permitted by
       any  applicable  law or by any prior  agreement  with the Borrower,  and,
       except where specifically required by this Agreement or by any applicable
       law, notice of any other action taken by the Bank;

       (2) Waives presentment,  demand for payment,  notice of dishonor, and any
       and all  other  notices  or  demands  in  connection  with the  delivery,
       acceptance,  performance,  or enforcement of this Agreement, and consents
       to any extension of time (and even multiple extensions of time for longer
       than the original term), renewals, releases of any person or organization
       liable for the  payment of the  Obligations  under  this  Agreement,  and
       waivers  or  modifications  or other  indulgences  that may be granted or
       consented to by the Bank in respect of the Loans and other  extensions of
       credit evidenced by this Agreement; and

       (3) Releases the Bank and its officers,  agents,  and employees  from all
       claims for loss or damage  caused by any act or  omission  on the part of
       any of them except willful misconduct.

7.06   Sales  and   Participations.   The   Borrower   consents  to  the  Bank's
       negotiation,  offer,  and sale to third parties  ("Participants")  of the
       Credit Facility or participating interests in the Credit Facility, to any
       and all discussions  and agreements  heretofore or hereafter made between
       the Bank and any  Participant  or prospective  Participant  regarding the
       interest rate,  fees,  and other terms and  provisions  applicable to the
       Credit  Facility,  and to the Bank's  disclosure  to any  Participant  or
       prospective  Participant,  from time to time, of such financial and other
       information  pertaining  to the Borrower  and the Credit  Facility as the
       Bank and such Participant or prospective Participant may deem appropriate
       (whether  public or non-public,  confidential  or  non-confidential,  and
       including information relating to any insurance required to be carried by
       the  Borrower  and any  financial  or other  information  bearing  on the
       Borrower's  creditworthiness  and  the  value  of  any  Collateral).  The
       Borrower  acknowledges  that the Bank's disclosure of such information to
       any  Participant or prospective  Participant  constitutes an ordinary and
       necessary  part of the process of  effectuating  and servicing the Credit
       Facility.

7.07   Applicable  Law.  The  substantive  laws of the  Territory  of Guam shall
       govern the  construction of this Agreement and the rights and remedies of
       the parties hereto.

7.08   Binding Effect.  This Agreement shall inure to the benefit of the parties
       hereto and their respective heirs, personal  representatives,  successors
       and  permitted  assigns,  and shall be binding on the parties  hereto and
       their respective heirs, personal representatives, successors and assigns.


                                       14
<PAGE>


7.09   Merger. This Agreement and the remainder of the Loan Documents constitute
       the full and complete  agreement  between the Bank and the Borrower  with
       respect  to  the  Credit  Facility,   and  all  prior  oral  and  written
       agreements,  commitments,  and undertakings  shall be deemed to have been
       merged  into  the  Loan   Documents  and  such  prior  oral  and  written
       agreements,  commitments, and undertakings shall have no further force or
       effect except to the extent expressly incorporated in the Loan Documents.

7.10   Amendments;   Consents.   No   amendment,    modification,    supplement,
       termination,  or waiver of any  provision of this  Agreement or the other
       Loan  Documents,  and  no  consent  to  any  departure  by  the  Borrower
       therefrom,  may in any event be effective unless in writing signed by the
       Bank, and then only in the specific instance and for the specific purpose
       given.

7.11   Assignments.

       (a) The  Borrower  shall  have no right to  assign  any of its  rights or
       obligations under the Loan Documents without the prior written consent of
       the Bank.

       (b)  The  Bank  may  sell  participations  in  the  Credit  Facility,  as
       contemplated  by  Section  7.06  above,  and the Bank may assign the Loan
       Documents (or the  receivables  evidenced  thereby) to a Federal  Reserve
       Bank or to any other agency or  instrumentality  of the United  States of
       America to support borrowings of Federal Funds.

7.12   Severability. If any provision of any of the Loan Documents shall be held
       invalid under any applicable  law, such  invalidity  shall not affect any
       other  provision of the Loan  Documents  that can be given effect without
       the invalid  provision,  and,  to this end,  the  provisions  of the Loan
       Documents are severable.

7.13   Bank's Right of Setoff;  Security Interest in Accounts.  At any time, the
       Bank may set off  obligations  owed by the Bank to the Borrower  (such as
       balances  in  checking  and savings  accounts)  against the  Obligations,
       whether or not an Event of Default shall have occurred or shall have been
       declared, and without first resorting to other Collateral . To secure the
       Obligations,  the Borrower grants to the Bank a security  interest in all
       checking, savings, and other deposit accounts now or hereafter maintained
       by the Borrower with the Bank.

7.14   Time is of the  Essence.  Time is of the essence  under and in respect of
       this Agreement.

7.15   Joint and Several  Liability.  lf more than one  Borrower has signed this
       Agreement,  all Borrowers  shall be liable under this Agreement  jointly,
       and each of them severally, for the payment,  observance, and performance
       of all of the Obligations.


                                       15
<PAGE>


7.16   Headings.  The headings of the various  provisions of this  Agreement are
       inserted  for  convenience  of  reference  only and shall not  affect the
       meaning or construction of any provision.

7.17   Counterparts.  This  Agreement may be executed in  counterparts,  each of
       which shall be an  original  instrument  and all of which shall  together
       constitute one and the same agreement.

                                VIII. Definitions

8.01   Definitions  The  following  terms used herein  shall have the  following
       meanings (such meanings to be equally applicable to both the singular and
       plural of the terms defined unless otherwise indicated):

       "Business Day" shall have the meaning given in Section 1.08(B)(2).

       "Closing Date" shall have the meaning given in Section 2.01.

       "Collateral" shall have the meaning given in Section 1.04.

       "Commitment" shall have the meaning given in Section 1.01.

       "Credit Facility" shall have the meaning given in Section 1.01.

       "Credit Termination Date" shall have the meaning given in Section 1.01.

       "Default Rate" shall have the meaning given in Section 6.02(c).

       "Event of Default" shall have the meaning given in Section 6.01.

       "GAAP" shall have the meaning given in Section 3.05.

       "Guarantor" shall have the meaning given in Section 1.06.

       "Legal Entity" shall have the meaning given in Section 2.01(a)(3).

       "Loan " shall mean a either a cash advance or an automatic repayment of a
       draw  under a letter of credit or a payment  made  under a bill of lading
       bond, pursuant to Section 1.02.

       "Loan Documents" shall have the meaning given in Section 1.10.

       "Long Term Debt" means any  obligation of the Borrower which by its terms
       matures more than one year from the date as of which the  calculation  is
       made, and any obligation maturing within one year from such date which is
       renewable or extendable at any obligor's option to a date beyond one year
       from such date.


                                       16
<PAGE>


       "Notice of Borrowing" shall have the meaning given in Section 1.07.

       "Obligations" shall have the meaning given in Section 1.11.

       "Participant" shall have the meaning given in Section 7.06.

       "Paying Rate" shall have the meaning given in Section 6.02(c).

       "Total  Liabilities"  means  all  liabilities  of  the  Borrower,   on  a
       consolidated  basis,  that should, in accordance with GAAP, be classified
       as liabilities on the Borrower's financial statements.

8.02   References.  All references to Sections are to Sections of this Agreement
       unless otherwise indicated.


                                       17
<PAGE>


8.03   Interpretation.  The headings of the Sections are for the  convenience of
       reference  only and shall not affect the meaning or  construction  of any
       provision hereof.

IN WITNESS WHEREOF, the Borrower and the Bank have duly executed this Agreement.


                                        BORROWER:

                                        TELESOURCE CNMI, INC.


                                        By:  /s/K.J. Semikian
                                             -----------------------------------
                                             Its



                                        BANK:

                                        BANK OF HAWAII


                                        By:  /s/Bryan Scearce
                                             -----------------------------------
                                             Its


                                       18