EXHIBIT 10.11
                           KUWAIT REAL ESTATE BANK KSC
                           BANKING FACILITIES CONTRACT

Made on 2.5.1999
This contract was made between:

1-   Kuwait Real Estate Bank KSC
     Address:
     First Party, hereinafter referred to as "the Bank".

2-   Messrs. Telesource CNMI lnc (Closed)
     Address:
     Second Party, hereinafter referred to as "the Customer".


     Being fully  competent to act, the two parties have concluded the following
     contract:

     Article I - Statement of the Facilities and their limits:

     The Bank shall provide the Customer  hereunder with banking facilities with
     a maximum limit of KD 2,000,000 (US Dollars two million only) and an amount
     of -----for foreign exchange transactions

     on its account No. ---- at----------Branch

     subject to the conditions hereinafter set forth

Direct facilities:

     1-   Fixed term loan for a maximum of 2,000,000/- provided that it shall be
          used for a period of 24 months at an  interest  rate of 2.5% above the
          3-months LIBOR

     2-   -

     3-   -

     4-   -

Indirect Facilities:

     1-   -

     2-   -

     3-   -

     4-   -

     Article 2 - Purpose of the Facilities:

     The Customer  shall use the facilities  provided  hereunder for the purpose
     specified therefore,  namely: To finance construction of 45 houses units in
     the Commonwealth of Northern Mariana Islands.



<PAGE>


Article 3 - Term of the Facilities:

     1-   The facilities  provided hereunder shall start on 03.05.1999 and shall
          expire  on  03.05.2001  without  prejudice  to the  validity  of  this
          contract  and  the  effectiveness  hereof,  with  all  the  provisions
          thereof,  vis-a-vis the customer, until the full settlement of all its
          obligations hereunder.

     2-   The Bank may renew the  contract  under the expiry of its term for one
          or more similar periods unless the Customer shall notify the Bank that
          the  Customer  does not wish not to renew the  contract,  at least one
          month  prior to the  expiry  date of this  contract.  In the  event of
          renewal,  this contract  shall remain valid and effective with all the
          terns hereof  vis-avis the customer  until the full  settlement of all
          its obligations, without prejudice to the powers vested in the Bank by
          virtue of  Articles 4 and 7 hereof,  or to its right to take  whatever
          actions it may deem appropriate to recover all its rights.

     3-   The Bank  shall have the right to decide  unilaterally  at any time to
          suspend or cancel the facilities granted to the Customer hereunder. It
          shall  have  the  right  to  declare  all  obligations  to be  payable
          forthwith  without  giving any reasons for such  decision arid without
          the need to give notice or warning,  and the customer shall not object
          to any such action. In such event, all the right of the Bank vis-a-vis
          the Customer shall become due and payable  forthwith  without the need
          to give  notice or warning or the need to obtain a court  judgment  or
          take any other legal action.

Article 4 - Interest:

     1-   The Bank shall,  on the daily debit balances in any of the accounts in
          respect of which the  above-mentioned  facilities are granted,  charge
          the interest provided for hereunder and in accordance with the banking



<PAGE>


          regulations  in force.  In the event  where the daily  debit  balances
          exceed the amount of the cash  facilities  in Kuwaiti  Dinar as agreed
          upon  hereunder,  the Bank shall have the right to charge  interest at
          the highest rate  determined by the Central Bank of Kuwait,  which, at
          the date  hereof is 115% per  annum,  or such  other  rate as shall be
          determined  by the Central Bank of Kuwait,  whichever is higher.  With
          regard to the daily debit balances in foreign  currencies in excess of
          the  limits  agreed  upon,  the rate of  interest  shall be 2.5% above
          LIBOR.

          Interest shall be calculated  with effect from the date on which these
          balances exceed the amount of the banking facilities  specified herein
          to the date of full settlement thereof, without prejudice to the right
          of the Bank to take such other actions as it may deem  appropriate  to
          collect the amount of such excess and interest thereon.

     2-   lnterest calculated in accordance with the provisions of the preceding
          paragraph  shall be due and shall be  charged  to the  account  of the
          Customer   every  three   months  in   accordance   with  the  banking
          regulations in force,

     3-   It is  hereby  explicitly  agreed  that  the  Bank  shall  be under no
          obligation  to pay interest on any credit  balances in the accounts of
          the  Customer  in  respect  of  which  these  facilities  are  granted
          hereunder

     4-   The Bank  shall,  throughout  the term of this  contract,  reserve the
          right to change the rate of interest  agreed upon and to increase such
          rate  With  regard  to the  interest  covered  hereunder  at any time,
          particularly in the following events:

          a)   Recording the amounts  resulting from foreign currency buying and
               selling transactions in the account of the Customer.

          b)   Debiting the account of the Customer with the amounts of the loan
               installments,  bills  of  exchange,  promissory  notes,  bills of
               lading. letters of guarantee and other instruments, plus interest
               thereon

          c)   Debiting the account or the Customer  with the amounts  resulting
               tram the use of credit cards or automatic teller machines (ATM's)
               on its account.

          d)   Increase of the maximum rate of contractual interest specified by



<PAGE>

               the Central Bank of Kuwait.

          The change of the interest  rate shall be  effective  from the date on
          which the Bank takes the  decision  to this  effect and  notified  the
          Customer  thereof in any manner  whatsoever,  including  the advice of
          debiting the said interest to the Customer's account.

     5-   The Bank  shall,  in respect of any amount in Kuwaiti  Dinar which the
          Customer  fails to repay on the due date thereof as agreed upon,  have
          the  right to charge  delay  interest  calculated  on the basis of the
          maximum  contractual  interest rate  determined by the Central bank of
          Kuwait as at the date of such delay or at the highest  reached  during
          the period of validity of this contract, whichever is higher.

          Delay interest shall, with regard to foreign currencies, be calculated
          at the rate of 1% per annum above the rate set forth herein.

          Delay  interest  shall  be  calculated  in the  same  way as  interest
          contractual   interest  is  calculated   as  specified   hereabove  in
          accordance with the banking regulations in force, without prejudice to
          the  right  of the bank to  suspend  or  cancel  these  facilities  in
          accordance with the provisions of Article 7 hereof.

Article 5 - Commissions:

Without  prejudice to the  provisions sot forth in other  articles  hereof,  the
Bank, in advance,  charge a commitment  charge  (commitment  fee) at the rate of
____%  per annum on the whole  amount of the  overdraft  limit set forth in this
contract.

The non-cash facilities shall be subject to the commissions prescribed under the
banking regulations in forces at the bank. The Customer declares that it accepts
the same conclusively.

These  commissions  shall be charged in advance upon the use of these facilities
by the Customer and upon the renewal of the said  facilities for the period from
the date of the use thereof until the date of expiry or termination thereof.

Article 6 - Settlement:

1    The  customer  shall pay the  balance of its  indebtedness  in  addition to
     interest,


<PAGE>


     commission  and charges due in respect  thereof  under this contract on the
     due date thereof and in  accordance  with the  provisions  of this contract
     without  prejudice to the  provisions  of the  following  paragraph in this
     Article.

2    The Bank shall repay the loan(s) covered by these facilities,  amounting to
     US $  2,000000/-  (US Dollars two  million) in the  following  manner or in
     accordance  with the  schedule  attached  hereto  and which  shall  form an
     integral part hereof:

          In one single payment on 3 5.2001.

3    The bank shall have the right to recover  from the  customer  any  exchange
     difference and any expenses, fees, damages, etc., arising from in by reason
     or the  granting to or the use by the  customer of the  facilities  covered
     hereunder.  The Bank shall,  with regard to foreign  currency  forward sale
     transactions,  decide  unilaterally  at any time to terminate  this type of
     facility and charge the  difference in the exchange  rates to the customer,
     in addition to any expenses, damages and other amounts incurred by the Bank
     in this regard.

Article 7 - Default:

In the event  where the Bank  fails to repay any  amount  due and  payable by it
hereunder  on the due  date  thereof,  or  where ii fails to pet form any of its
other obligations hereunder,  the Bank shall have the right to suspend or cancel
the facilities granted hereunder, without notice or warning and without the need
to take any other action,  and thereupon all the amounts  arising  hereunder and
owned by the customer shall become due and payable forthwith, in addition to the
right of the Bank to charge delay interest on the amounts due in accordance with
the provisions of Article 4 hereof.

Article 8 - Acknowledgment of the Balance of the Account:

The Customer  declares that its account(s) No. __________ at the Bank shows/show
a  debit/credit  balance  of  __________  as at  __________  excluding  interest
accruing on the said debit balance from ____________.

Article 9 - The Books and Records of the Bank:

The customer  acknowledges  that the Banks books and records are  correct,  that
they may be relied  upon as  conclusive  evidence of the  Customers  obligations
arising  herefrom,  that  it may  not  dispute  their  accuracy  in  any  manner
whatsoever  and that it  waives  the  right to  demand  that the  Bank's  books,
accounts and records relating to the said Obligations be audited by the Court.


<PAGE>


Article 10 - Acknowledgment of the Correctness of the Bank's
Statements of Account:

1-   In the event where the Bank does not,  within fifteen days from the date of
     the sending the  statement  of account by ordinary  mail,  receive from the
     Customer a written objection,  the Bank shall regard this as acknowledgment
     by the Customer of the  correctness  or the data contained in the statement
     of account, and a conclusive  acceptance by the Customer of all the records
     and contents thereof.

2-   In the event where the Customer does not, within fifteen days from the date
     fixed for the sending  thereof  (quarterly  or as otherwise  agreed  upon),
     receive the statement of account,  and where the Customer does not,  within
     one week from such date,  contact  the bank in this  regard,  the  Customer
     shall not rely on the  non-receipt by it of such statement of account,  nor
     shall the  customer  object in any  manner  whatsoever  to any  records  or
     contents thereof

Article 11 - Non - Assignability of the Facilities:

The  Customer  may not  assign  or  transfer  to any other  party its  rights or
obligations arising herefrom without the bank's prior written consent thereto.

Article 12 - Other Conditions and Provisions:

1-   All the accounts, of any type whatsoever, opened at present or to be opened
     subsequently in the name of the customer at the bank or any of its branches
     inside or outside Kuwait,  shall be deemed to secure each other  regardless
     of the names  assigned  thereto.  The Bank shall have the right to merge or
     consolidate  all or several of these  accounts and apply the credit balance
     in any of them to settle the debit  balance in other of these  accounts  or
     freeze the credit balance in any such account until the Customer shall have
     performed all its obligations toward the Bank. The Customer  authorizes the
     bank to set-off and deduct the credit  balance  and to effect all  records,
     settlements  and  transfers in any  accounts  opened or to be opened in the
     name of the  Customer  at any of the  Bank's  branches  inside  or  outside
     Kuwait.

2-   All the funds, financial and commercial paper, precious metals, merchandise
     and other rights of any kind whatsoever, records or deposited at present or
     to be recorded or  deposited  in the future in the name of the  Customer at
     the Rank or


<PAGE>


     any of its branches inside or outside Kuwait. shall be deemed to be charged
     in  favor  of the  Bank  by way of  guarantee  and  security  for  all  the
     Customer's  obligations  toward the Bank,  without  the need for a specific
     declaration  to this  effect.  The Bank shall have the right to recover its
     entitlements  and collect its debt directly horn the aforesaid funds by way
     of set-off in priority and  preference to any other  creditor,  without the
     need to give notice or warning or to take any other legal action.

     The Customer  undertakes to sign all  assignments,  subrogations,  mortgage
     deeds, powers of attorney and any other documents that the Bank may require
     and to execute such instruments in order to establish and secure its rights
     arising herefrom. The Customer authorizes the Bank all things that may need
     to be  signed  on the  Customers  behalf  in  order to give  effect  to the
     aforesaid.

3-   The Customer shall, within three months from the end of the financial year,
     provide  the Bank with its  annual  balance  sheet,  certified  by a public
     accountant  (auditor),  and a statement of its financial position every six
     months or year, as may be  determined by the bank, as well a  comprehensive
     reports on its  financial  position  during  the  forthcoming  period.  The
     Customer shall respond to all the enquiries that may be made by the Bank in
     this regard arid such response shall be supported by documentary evidence.

Article 13 -  Tolerance by the Bank:

The Customer  declares that any  tolerance  toward it by the Bank with regard to
the  banking  facilities  limit or the term  thereof or in  connection  with the
repayment dates set forth herein,  shall not affect the  effectiveness of any of
the conditions or provisions of this contract which shall remain fully effective
toward the  Customer.  No such  tolerance  by the Bank shall be  interpreted  as
waiver by it of any such rights nor shall such tolerance diminish such rights.

Article 14 -  Chosen Place of Domicile:

The Customer declares that all  correspondence,  statements 01 account,  notices
and judicial notices sent or served upon it by the Bank at its address set forth
herein or at any other address which the Customer has notified the Flank thereof
by means of a  registered  letter with  acknowledgment  due,  shall be valid and
effective  toward it and shall have their  full legal  effect.  No change of the
Customer's  address  shall be  effective  save  from the date on which  the Bank
receives notice of such change of address.



<PAGE>


Article 15 -  Law and Jurisdiction:

This contract shall be subject to the laws in force in the State of Kuwait.  The
Arabic  text shall be the  legally  valid text in the event of any  dispute  The
courts of the Capital Governorate shall have jurisdiction to settle any disputes
arising herefrom.



First Party              Second Party
("The Bank~)             ("the Customer")
                         Telesource CNMI Inc.
                         (signature)



<PAGE>


Appendix to the Facilities Contract Dated


                            LOAN INSTALLMENT SCHEDULE

Installment         Due               Loan                               Due
Amount              Date              Amount                             Date




Customer                              Guarantor
Name: Telesource CNMI, Inc.           Fouad Sayye Behbehani (signature)
Signature: (signature)                Nasrullah S. H. Behbehani (signature)
                                      S. H. Behbehani & Sons Co. (signature)

Signature of the Bank:


<PAGE>


                                   DECLARATION
                        OF A JOINT IRREVOCABLE GUARANTEE


We have read the conditions arid provisions of the banking  facilities  contract
dated 2.5.1999 made between Kuwait Real testate Banks  (hereinafter  referred to
as "the  Bank") and its  customer,  Messrs.  Telesource  ONMI Inc.  (hereinafter
referred to as the Debtor'),  and do hereby  declare that we guarantee,  jointly
with the Debtor,  all the  obligations and the settlement of all the amounts due
in  favor of the  Bank  under  the said  contract  of any  type or  cause.  This
guarantee  includes the amounts  charged to the  account(s)  in respect of which
these facilities are granted in any manner whatsoever,  and the debit balance in
the  account  upon the closure  thereof or the  balance in any other  account on
which the said facilities are utilized.

This guarantee is continuous,  unconditional,  irrevocable and uncancellable. It
gives the right to the Bank to claim  from us the  balance  of the debt  arising
from the aforesaid contract and alt amounts associated thereto such as interest,
expenses, commissions, etc, and we shall not object to any such action.

Our guarantee  shall continue and remain fully and legally valid in the event of
the renewal of the facilities contract or the extension or amendment thereof for
any reason  whatsoever  until the Bank shall have  recovered  all its rights due
against the guaranteed Debtor,

It is hereby agreed that all funds,  financial and  commercial  paper,  precious
metals,  merchandise  and  other  rights  of any kind  whatsoever,  recorded  or
deposited  in Our name at present or to be recorded or  deposited  in ourname in
the  future  at the  Bank  or any of its  branches  inside  or  outside  Kuwait,
guarantee the  performance of our obligations  under this guarantee  without the
need to make a  specific  declaration  to this  effect.  The Bank shall have the
right to  recover  its  entitlements  and  collect  its debt  directly  from the
aforesaid  funds by set-oil in priority and  preference  to any other  creditor,
without the need to give notice or warning or to take any other action,  without
prejudice  to the  right  of  the  bank  to  take  such  action  as it may  deem
appropriate in order to recover all its rights. The bank shall have the right to
debit the amount of the debt  guaranteed  by us to any  account



<PAGE>


opened by us at  present  or to be opened in future at the bank or at any of its
branches inside or outside Kuwait, without the need to give notice or warning or
to take any other action.

We shall be subject to all the provisions set forth in the aforesaid  facilities
contract  arid we  undertake  to  provide  the  bank  with any data the Bank may
require in respect or our financial position or annual balance sheet at any time
the  Bank may so wish,  and our  response  shall  be  supported  by  documentary
evidence.

This guarantee  shall be subject to the provisions of the Kuwaiti law and to the
exclusive  jurisdiction of the Kuwaiti  counts.  We agree to sub it to the local
jurisdiction  of the courts of the Capital  Governorate of Kuwait ion respect of
any dispute arising herefrom.

          Made by: Joint Guarantor(s)

          Fouad Sayyed Behbehani (signature)
          Nasrullah S. H. Behbehani (signature)
          S H. Behbehani & Sons Co. (signature)