Supply Ageement



 Confidential portions of this document have been 
 redacted and filed separately with the Commission. 
  
 EXHIBIT 10.5 
  
  
 AXW-P1900(B) SUPPLY AGREEMENT 
  
 This Product Supply Agreement is made on the              of November in the year 2003 between; 
  
 TeleCard Limited, having it’s registered office at World Trade Centre
75-East Blue Area, Fazul-ul-Haq road, Islamabad, Pakistan and Corporate office at World Trade Centre, 10 Khyaban-e-Roomi, Clifton, Karachi, Pakistan (hereinafter referred to as “TeleCard”) 
  
 and 
  
 Axesstel Inc., having it’s registered office at 6305 Lusk Blvd, San Diego, CA 92121, United States of America
(hereinafter referred to as “Axesstel”) 
  
 TeleCard is a government
licensed CDMA based Wireless-Local-Loop (WLL) operator and is engaged in development of its network in Pakistan. TeleCard wishes to purchase CDMA Terminals for onward supply to its customers. Axesstel having the required equipment, expertise and
skill to provide the terminals has agreed to supply the goods to TeleCard. 
  
 The
Parties now agree to the following: 
  

	1.	TeleCard shall purchase [***] Low-tier WLL terminals from Axesstel as follows: 

  


	 	1.1	Product 

  

							
	 Model

	 	 Technology

	 	 Quantity

	 	 S/W


	 AXW-P1900(B)
	 	CDMA2000 1xRTT	 	[***] units	 	Standard

  

	 	1.2	Price table 

  

							
	 Q/Year

	 	 2Q/04

	 	 3Q/04

	 	 4Q/04


	 Price
	 	US$[***]	 	US$[***]	 	US$[***]
	 Min. Q’ty/Q
	 	[***]	 	[***]	 	[***]

  
 In case TeleCard
purchases a total of [***] units over the same period, the price for the additional [***] units shall not be higher than US$ [***] per unit. The above unit prices are FOB Korea. In case TeleCard decides to use CIF Terms, the freight charges will be
added at actuals to the per unit price. All prices in this Agreement are inclusive of printing [***]. 
  

	2.	General Specification and Development Schedule 

  

	 	2.1	General Specifications 

  
 Form factor: WLL phone type (desktop) 
 Single-band CDMA 1xRTT, 1900MHz 
  

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 Confidential portions of this document have been 
 redacted and filed separately with the Commission. 
  
 Chipset: Qualcomm MSM 5010 (1x chipset, no data service) 
 Power LED 
 Generates local dial tone (stutter-tone for v-mail indication) 
 Automatic sending of digits 
 Caller ID: 2 Line LCD 
 2 way SMS: From 3rd Quarter of 2004 
 Backup battery: 1,000mAh Ni-MH 
 No backlight 
 Charger: 110-250V AC-50~60Hz (with high voltage resistance as provided for

 ACW- P1900) 
 Air interface standard: TIA/EIA/IS-2000 
 Frequency Range: TX 1850-1910 MHz & RX
1930-1990 MHz 
 Plastic Keyboard 
 RUIM not supported 
 Speakerphone/ hands-free mode not supported 
 PCO software could be added at TeleCard’s option at no extra
cost, would be 
 available from Q2 2004 
 The Phones delivered to TeleCard would be locked to the parameters of TeleCard 
 network so that it cannot be used by any other operator using the 1900 MHz. 
 frequency range. 
  

	 	2.2	Schedule 

  
 Product Supply Agreement: D day 
 Product specification confirm: D + 7 days 
 Development: D + 70 days 
 Field Trial/ Acceptance/ type approval: D + 90 days 
 Any delay in the development of the phone will result in an adjustment of the 
 delivery schedule accordingly. 
  

	3.	Upon type approval issued by the Pakistan Telecommunications Authority and field trials/ acceptance, TeleCard shall issue a single Purchase Order for each quarter’s requirement
with multiple Letter of Credit against each PO. The quantity, the last date of shipment and partial shipping allowance will be mentioned in the Letter of Credit. TeleCard at its option may determine [***]. However, the quantity of a single delivery
lot would not be less than [***] units. 

  

	4.	In lieu of warranty, Axesstel shall provide [***] percent ([***]%) extra quantity of the Goods (Swap Quantity) in each shipment to cover probable defective parts or malfunctioning
of the Equipment. However, in case of any epidemic / large scale failure in the Goods, Axesstel will be liable to remove the defect / replace the faulty equipment, as required. 

  

	5.	Axesstel shall not [***] 

  

	6.	Any type of equipment for which Type Approval certificate has already not been obtained from Pakistan’s regulatory body—Pakistan Telecommunication Authority


  

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 Confidential portions of this document have been 
 redacted and filed separately with the Commission. 
  
 (PTA)— [***] shall be responsible to get the certification prior to first shipment. [***] shall extend support to [***] for processing the approval
with the PTA. All direct costs of processing the type approval application and certificate will be borne by [***]. Type Approval fees are US$[***] per item. In case any costs are paid on becoming due by [***], these will be refunded / adjusted by
[***]. Evidence and/or receipt should be sent to [***] by PTA or [***]. 
  

	7.	[***] 

  

	8.	Axesstel agrees to provide to TeleCard the necessary Training and Test & Repair Equipment for setting up [***] Repair Centers in Pakistan to service/ repair the units being sold
to TeleCard. 

  

	9.	For all Shipments, one hundred percent (100%) of the Price shall be paid by TeleCard through an at-sight L/C in favour of Axesstel. L/Cs shall be preferably established from a
foreign first class bank (Citibank or ABN/Amro) to avoid confirmation charges. TeleCard will make best possible efforts to make this possible. 

  

							
	 Signed for and on behalf of
 TELECARD
LIMITED
	  	 Signed for and on behalf of
 AXESSTEL
INC.

				
	By (name)	  	 JAVAID FIROZ

	  	By (name)	  	 MIKE KWON


				
	Signature	  	 /s/    Javaid Firoz

	  	Signature	  	 /s/    Mike Kwon


				
	Title	  	 Chief Executive Officer (CEO)

	  	Title	  	 Chairman of the Board


				
	Date	  	 Nov. 18, 2003

	  	Date	  	 Nov. 18, 2003



  

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