NON-CONFLICT & COOPERATION AGREEMENT

      FOR THE USE OF USM  TECHNOLOGY  IN  ADVANCED  WIRELESS  TELECOMMUNICATIONS
SERVICES

      This  Agreement is made and entered  into  effective as of the 12th day of
March, 2004 by and between the following:

|X|   Nations  Mobile  Networks  Ltd.  ("NATIONS"),  a  British  Virgin  Islands
      corporation; and

|X|   aeroTelesis, Inc. ("AEROTELESIS"), a Delaware corporation.

      Nations and aeroTelesis are hereinafter jointly referred to as the Parties
to this Agreement.

RECITALS:

      Whereas,  Nations  (formerly  known as  Aerotelesis  Ltd.) has  previously
entered into an Agreement with Photron  Technologies Ltd.  ("Photron"),  whereby
Photron  agreed to  exclusively  supply USM  wireless  products  &  services  to
Nations; and

      Whereas,  aeroTelesis  (formerly  known as Pacific  Realm  Inc.)  acquired
Aerotelesis  Philippines  Inc.  ("ATP")  from  Nations in exchange for shares of
common  stock  in  aeroTelesis,  and as part of  that  acquisition,  aeroTelesis
acquired  from  Nations the right to utilize and deploy the USM  technology  for
wireless telecommunications services in the Philippines; and

      Whereas,  Nations  subsequently  executed  a Letter of  Authorization  for
Photron to commercially develop and provide Photron's proprietary USM technology
to aeroTelesis; and

      Whereas,  aeroTelesis  entered  into a  License  Agreement  with  Photron,
whereby  aeroTelesis  was  granted  the  semi-exclusive  right  to use  the  USM
technology in advanced wireless telephony services,  such as Wireless Local Loop
("WLL") and Mobile Voice & Data Networks,  as well as the exclusive right to use
the USM technology in satellite communication networks; and

      Whereas,  the Parties  have  expressed  their  desire to create a mutually
beneficial   business   relationship  which  will  be  guided  by  a  spirit  of
non-conflict  and  cooperation,  for which there will be established  guidelines
concerning  the  use of  the  USM  technology  for  wireless  telecommunications
services by both Nations and aeroTelesis.


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NOW,  THEREFORE,  based on the foregoing  premises and in  consideration  of the
mutual promises and covenants  contained herein, the parties hereto hereby agree
as follows:

1.    PRIMARY TERRITORIES AND THE USE OF USM

      In  consideration  of Nation's  original  agreement  with  Photron for the
exclusive  use  of  the  USM  technology  for  wireless  services,   aeroTelesis
recognizes the existing  relationships  that Nations has already created for the
implementation of USM wireless  services in the  international  markets and its'
ability  to  develop  strategic   partnerships  with  well  established  telecom
partners.  Although aeroTelesis has subsequently established a License Agreement
with  Photron  for the  semi-exclusive  use of the USM  technology  in  wireless
telecommunications services, the Parties hereby agree that Nations maintains its
rights to the USM technology the following territories ("Primary Territories"):

o     Asia Pacific Region: Korea & China

o     Southeast Asia: Indonesia, Vietnam, Malaysia, and Thailand

o     South & Central America

o     Middle East

      Furthermore,  the Parties also agree that aeroTelesis has a semi-exclusive
right to the USM  technology  for wireless  telecommunications  services and, in
this regard,  aeroTelesis can also seek to establish  strategic  partnerships in
these same  regions and others  without  being in  conflict  with  Nations.  The
Parties  maintain  that they are not in conflict with each other for the use and
deployment  of USM  and  agree  to  inform  each  other  in  writing  if  either
establishes a strategic partnership in a particular country and is preparing for
network deployment.

2.    REAFFIRMATION OF THE RIGHT OF FIRST REFUSAL

      Nations  reaffirms  its  position  to give the Right of First  Refusal for
aeroTelesis  to acquire  from Nations any wireless  network,  operation,  and/or
license that Nations is able to secure or establish in the Primary  Territories.
In the event that aeroTelesis  declines to acquire the operation or license that
is being offered it to under the Right of First Refusal, then Nations will allow
aeroTelesis the opportunity to participate as a minority partner at a percentage
(%) to be negotiated at that time.


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<PAGE>

3.    INVITATION TO PARTICIPATE IN OTHER TERRITORIES

      In addition  to the Primary  Territories  defined  above,  Nations has the
ability to identify and/or secure wireless  telecommunication  opportunities  in
other international territories ("Secondary Territories"). If Nations is able to
establish  a  wireless   network   license  and  opportunity  in  the  Secondary
Territories,  it may invite  aeroTelesis  to  participate  as either the lead or
co-developer of the wireless  network.  The terms & conditions for  aeroTelesis'
participation  will be  negotiated  on a territory  by  territory  basis.  It is
understood by the Parties that there may be times when  aeroTelesis will decline
such an  opportunity  because of country risks that may be  associated  with the
wireless  opportunity  or  U.S.  government  regulations  which  would  prohibit
aeroTelesis from entering the particular market.

4.    COOPERATION FOR SATELLITE OPPORTUNITIES

      Nations   recognizes   that   aeroTelesis  has  established  an  exclusive
relationship  with Photron for the  commercial  development  and  manufacture of
satellite-based  network  products  and  systems  using the USM  technology.  If
Nations is able to identify  certain  satellite-related  opportunities  in those
Territories  where  it is  active,  it will  introduce  these  opportunities  to
aeroTelesis and if a license or network operation can be secured by aeroTelesis,
then Nations will be compensated  with a  Participation  Fee to be negotiated at
that time. If aeroTelesis is unable to deploy the satellite operation because of
possible  country  risks  associated  with  the  particular  territory  or other
regulations  that might prohibit its direct  involvement in the territory,  then
aeroTelesis is willing to consider a  sub-licensing  relationship  with Nations.
The terms & conditions for such a sub-licensing  relationship will be negotiated
at the appropriate time.

5.    FUTURE AGREEMENT

      If additional  provisions need to be made, the Parties agree to do so only
in writing and will attach such provisions to this Agreement as an Addendum.

      If  necessary,  the  Parties  also  agree  to enter  into a more  detailed
Agreement in the future and such  Agreement will supercede this Agreement in its
entirety.

      This Agreement is legal and binding upon the Parties under the laws of the
Republic of Singapore.

                                   SIGNATORIES

Nations Mobile Networks Ltd.                         aeroTelesis, Inc.
Name:     Jhano Ajemian                              Name: Joseph Gutierrez
Title: Director                                      Title: President



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