<PAGE>

                                                                    EXHIBIT 10.6

[SRT LOGO]                                           [STAMP OF SAUDI TELECOM CO]

================================================================================

                            MASTER PURCHASE AGREEMENT

                                       FOR

                                  450K PROJECT

===============================================================================

<PAGE>

SAUDI TELECOM COMPANY       [STAMP OF SAUDI TELECOM CO]

NO   :

Date :

                                      S.R.T

<TABLE>
<S>                                <C>
---------------------------------------------
1 600K NETWORK EXPANSION TENDER    14/5/2001
---------------------------------------------
2 450K NETWORK EXPANSION TENDER    20/5/2001
---------------------------------------------
3 450K NETWORK EXPANSION TENDER    21/5/2001
---------------------------------------------
4    TEP450K PROJECT TENDER        21/5/2001
   NETWORK AND PRICING PROPOSAL
---------------------------------------------
5 450K NETWORK EXPANSION TENDER    23/5/2001
---------------------------------------------
6 SRS BEST AND FINAL WITH STC      24/5/2001
---------------------------------------------
7 SRS BEST AND FINAL WITH STC      25/5/2001
---------------------------------------------
</TABLE>

<PAGE>

SAUDI TELECOM COMPANY       [STAMP OF SAUDI TELECOM CO]

NO   :

DATE :

<PAGE>

MASTER PURCHASE AGREEMENT FOR TELEPHONE NETWORK EXPANSION

PROJECT NO. 221145

THIS CONTRACT has been entered into in Riyadh city this      day corresponding
to   between:

First: SAUDI TELECOM COMPANY, A Saudi Company registered at Riyadh Commercial
Registration under number (1010150269), represented in signing this Contract by
its President Eng. Khaled Bin Abdullah Al-Mulhem Hereafter referred to as the
Company - First Party

Second: SRTELECOM (SRT), a Canadian company established under the laws of Canada
and having its branch office in the Kingdom of Saudi Arabia rabia at the address
P.O. Box (89), Riyadh 11351 and represented in the signature of this Contract by
Mr Makar Barsoum, its Regional Vice President.

Hereinafter referred to as the Contractor - Second Party.

<PAGE>

WHEREAS the Company intends to carry out an expansion of its SRS network and has
invited tenders for the supply of these Works

and

WHEREAS the Contractor has submitted his offer to carryout and complete these
works after reviewing the tender conditions, specifications and all attached
documents,

And

WHEREAS the Company accepted the offer submitted by the Contractor,

NOW, THEREFORE, the parties agree as follows:

ARTICLE (1): PURPOSE OF THE CONTRACT:

This Contract is a Master Purchase Agreement that provides the terms and
conditions and Unit Prices under which the Company may order and the Contractor
shall supply Works as may be specified from time to time in Purchase Orders in
connection with Company's requirements for the expansion of its SRS network.

<PAGE>

The Scope of Work Schedule attached to this Contract specifies the Works to be
supplied under Purchase Order No. 1 of this Contract for the Total Ceiling Value
stipulated in Article (6) of this Schedule, based on the Unit Prices and
estimated Bill of Quantities.

ARTICLE (2): CONTRACT DOCUMENTS

2.1.     This Contract shall consist of the following schedules:

         A.       This Main Contract Document.

         B.       Special Contract Conditions

         C.       General Contract Conditions

         D.       The Scope of Work

         E.       The Unit Price Schedule

         F.       Bill of Quantities

         G.       Project Implementation Plan

         H.       The Company's Generic Specifications

         I.       The Company's Letter of Award (LOA) No. 393 date 21/03/1422H

         J.       The Contractor's OfferNo. (SRQ-B222) dated 04/11/2000G and
                  Contractor's subsequent letters referenced in the Letter of
                  Award and the agreed negotiation documents.

         K.       Project Technical Specifications

<PAGE>

2.2.     These documents shall constitute an integral unit and each document
         shall be considered part of the Contract so they explain and complement
         each other.

2.3.     In case of any contradiction between the Contract documents the
         precedent document shall prevail over the one following it in the order
         stated in Article (2.1) above. In case of different versions of the
         same document, the most recent document agreed by both parties shall
         prevail.

ARTICLE (3) : TOTAL CONTRACT PERIOD

Without prejudice to Articles 35 and 36 of the General Conditions:

3.1.     The Total Contract Period shall commence on the Effective Date of the
         Contract and end sixty (60) Gregorian months after the Effective Date
         but in no event expire before Final Acceptance of the last part of any
         Works supplied under this Contract. The Effective Date shall be the
         date of the first Site Hand Over.

3.2      The Contractor shall supply all Works described in Contract Purchase
         Orders within a period of forty eight (48) Gregorian months from the
         effective Date of the Contract, which shall be

<PAGE>

         termed the Total Contract Implementation Period. The Implementation
         Period shall commence on the Effective Date and be completed by
         Provisional Acceptance of all Works supplied under this Contract.

3.3      The Contractor shall supply all Works described under Purchase Order
         No.l within a period of eighteen (18) Gregorian months from the
         Effective Date of the Contract. This period shall be termed the
         Implementation Period of Purchase Order No.l.

3.4      Works may be ordered to be supplied by further Purchase Orders during
         the Contract Implementation Period defined in (3.2) above in accordance
         with the terms and conditions of Article (3) of the Special Contract
         Conditions.

3.5      Provisional Acceptance shall be followed by a minimum period of twelve
         (12) Gregorian months during which each accepted SRS System or Part of
         System (as the case may be) is taken under approval and maintained
         under Warranty by the Contractor in accordance with this Contract, but
         in no event shall this period expire before the Final Acceptance of
         each SRS System or Part of System. In this period, during which the
         accepted SRS System may be put in service, Technical Maintenance
         support services for each accepted SRS System

<PAGE>

         or Part of System shall be provided by the Contractor as specified in
         other Contract documents.

3.6      In case of goods, which are designated for delivery to warehouse only,
         their Acceptance shall be followed by a Warranty in accordance with
         this Contract for a period of twelve (12) months unless otherwise
         stated to be longer in other Contract documents.

3.7      Taking into account circumstances beyond the Contractor's reasonable
         control and expectation, if the Contractor fails to supply the Works of
         a Purchase Order within the periods mentioned in its Project
         Implementation Plan or relevant MoPs, he shall be subject to the delay
         penalty stipulated in Article (39) of the General Contract Conditions
         and the supervision costs stipulated in Article (40) applied to the
         delayed SRS Systems or parts thereof.

ARTICLE (4): WARRANTY PERIOD

The Contractor shall guarantee that all Works are in accordance with the
Contract and its documents for the period commencing from the Provisional
Acceptance date and expiring on the Final Acceptance date except as otherwise
specifically stated to be longer in other Contract documents taking into account
Article (41) of the General

<PAGE>

Contract Conditions and Article (27) of the Special Contract Conditions.

ARTICLE (5): PERFORMANCE GUARANTEE

A Performance Guarantee (5% of the Total Purchase Order Value) stipulated in
Article (9) of the General Conditions shall be provided by the Contractor to the
Company within 10 days of Contract Signature for Purchase Order No. 1 and within
10 days of Purchase Order signature for any subsequent Purchase Order as
security for his proper execution of the Contract. The Guarantee shall remain
valid and shall not be released until the Final Acceptance of the last part of
the Works supplied under the relevant Purchase Order which shall be after the
Contractor has executed and completed the Works and remedied any defects therein
in accordance with the Contract. If at any stage during the period of the
Contract, the Contractor fails to abide by the Contract satisfactorily, the
Performance Guarantee may be called. Termination of the Contract due to a
failure on the Contractor's part will automatically be grounds for surrender of
the Guarantee.

ARTICLE (6): TOTAL PURCHASE ORDER VALUE

6.1.     The Total Ceiling Value of Purchase Order No.l is SAR 87,200,000
         (Eighty Seven Million Two Hundred Thousand Saudi Arabian Riyals).

<PAGE>

6.2.     The Total Value of any Purchase Order is subject to increase and
         decrease based on any change in the Scope of Work to be supplied by the
         Contractor in accordance with the Contract and its documents, and based
         on the additional and complementary Works and amendments made on the
         request of the Company within the limits stated in the Contract's
         Conditions.

6.3.     The Total Value of any subsequent Purchase Order shall be determined in
         accordance with the terms and conditions of Article (3) of the Special
         Contract Conditions.

ARTICLE (7): PAYMENT

The Company shall pay the Contractor for Works supplied by him in fulfillment of
his obligations under this Contract according to its terms and conditions and as
stipulated in the Special Contract Conditions Articles (2) and (4) and the
General Contract Conditions Article (50).

ARTICLE (8): DISCLOSURE

Without prejudice to the provisions of other regulations the Contractor shall
acknowledge that he did not pay and will not pay any money or

<PAGE>

give any other value, or promise anything to obtain this Contract. If proven
otherwise, any amount already paid or promised to be paid shall be deducted from
the Contractor's payments due and the Company shall have the right to terminate
the Contract without any compensation and the Contractor and its employees shall
be held responsible for such acts.

ARTICLE (9): APPLICABLE LAW

This Contract shall be subject to the prevailing laws and regulations of the
Kingdom. It shall be interpreted, implemented, and its disputes settled
according to such regulations.

ARTICLE (10): ENTIRE AGREEMENT

This Contract and its documents constitute the entire agreement of the parties
with respect to the subject matter hereof. This Contract may only be amended by
an agreement in writing signed by both parties hereto.

<PAGE>

In Witness hereof this Contract has been signed at the place and time stated
above.

    For/First Party                             For/Second Party

/s/ Khaled Bin Abullah AI-Mulhem            /s/ Mr. Makar Barsoum
    Eng./khaled Bin Abullah AI-Mulhem           Mr. Makar Barsoum
    President, Saudi Telecom Company            SR Telecom
                                                Vice President

<PAGE>

SPECIAL CONTRACT CONDITIONS

1-       DEFINITIONS AND ABBREVIATIONS

1-I      Definitions

         Goods:
         Any equipment, products or materials including licensed materials
         (e.g. software, etc) supplied under this Contract

         Services:
         Any type of labor or work (e.g. installation, etc) supplied under
         this Contract.

         Works:
         Goods, services or any combination of goods and complementary services
         as specified in the Scope of Work of a Purchase Order.

         Supply:
         Implement or deliver Works as appropriate under this Contract.

         Unit Price:
         A Unit Price is the stated price of a single Contract Unit or in case
         it is stated as a percentage it is a derived price calculated as a
         percentage of other Unit prices.

         Contract Unit:
         Any item in the Unit Price Schedule which has a unique description,
         defined deliverable and a Unit Price.

Page 1 of 40

<PAGE>

         Bill of Quantities:
         A list of Contract Units, with quantities and Unit Prices the total
         cost of each Contract Unit and the total cost of all items.

         Lump Sum:
         Any value in the Contract which does not represent deliverables defined
         in terms of a Bill of Quantities.

1-2      Abbreviations
         The following abbreviations, wherever mentioned in the Contract
         documents, shall have the associated corresponding meaning:

         CU               Contract Unit
         CUL              Contract Unit List
         FA               Final Acceptance
         FAC              Final Acceptance Certificate
         FT                 Factory Test
         MOP              Method of Procedure
         MPA              Master Purchase Agreement
         PIP              Project Implementation Plan
         OIL              Outstanding Item List
         O&M              Operations and Maintenance
         PA               Provisional Acceptance
         PAC              Provisional Acceptance Certificate
         PAT              Provisional Acceptance Test
         PO               Purchase Order
         RFP              Request for Purchases
         SASO             Saudi Arabian Standards Organization
         TM               Technical Maintenance support

Page 2 of 40

<PAGE>

2-       CURRENCY, PRICING AND PAYMENT PRINCIPLES

2-1      All prices (unit and total prices) shall be stated in Saudi Riyal (SR)
         only, without any correlation with the exchange rate of any other
         currency.

2-2      The payment between the Company and the Contractor shall be carried out
         according to the actually implemented works which have been approved by
         the Company both at the planning stage and in their execution, i.e. the
         value of the actually implemented works shall be calculated according
         to their quantities used in the implementation multiplied by the unit
         prices as included in the Contract.

2-3      The Unit Prices shall cover all costs incurred by the Contractor in
         pursuance of the implementation of the tasks of the Contract with him
         including the taxes, customs duties, customs clearance charges, other
         local dues, transportation and storage charges, social insurance
         installments, and any obligations the Contractor may bear in pursuance
         of the implementation of the tasks of the Contract.

2-4      Unit Prices (including discount formulas) stated in this Contract shall
         remain fixed for the whole Contract Period.

Page 3 of 40

<PAGE>

2-5      Embedded Costs

          The value of all overheads, indirect expenses, Project Management,
          Planning, Survey, Design and Engineering, SRS Network Integration
          Documentation and Administration costs are embedded into the Contract
          Unit Prices. These embedded costs exclude the costs of COM/IS
          Integration and Survey, Engineering and Administration Services for
          Equipment supplied by the Company which are payable in accordance with
          the relevant sections of Article (4) of this Schedule.

2-6      Interpretation of Tender Models

          The Contract Units included in the Contractor's Offer in response to
          each of the Models described in the Tender Scope of Work shall be
          considered as the only necessary Contract Units to implement any
          equivalent model functionality or part of model functionality under
          this Contract.

3-       PURCHASE ORDERS UNDER THE MPA

3-1      Terms and Conditions for Purchase Orders

          All Works under this Contract shall be supplied by Purchase Order and
          shall be subject to all the terms and conditions prevailing in this
          Contract.

3-2      Purchase Order No. 1

          Purchase Orders shall be sequentially numbered starting with Purchase
          Order No.l. Purchase Order No.l is considered to be contained in this
          signed Contract wherein the Works to be supplied are described in the
          Scope of Work and Bill of Quantities Schedules and an Implementation
          Period and Total Value are specified in Schedule A.

Page 4 of 40

<PAGE>

3-3      Request for Purchases

          Prior to any Purchase Order being placed with the Contractor
          subsequent to Purchase Order No.l, the Company shall issue a Request
          for Purchases (RfP) to be delivered over a stipulated period. The
          Contractor shall respond with a complete offer within 30 days of
          receiving said request.

3-4      Contents of Offer

          The offer shall include the following:

          -    An estimated Bill of Quantities using Contract Units and their
               Unit Prices taking into consideration all applicable discounts.

          -    The estimated amounts to be invoiced against each of the Payment
               terms of Article 4.2.2 of this Schedule.

          -    A full description of the Scope of Work.

          -    Delivery times for Works.

          -    A detailed Project Implementation Plan.

          -    Any new Contract Units and their Unit Prices necessary to supply
               or implement any new Scope of Work of a type essentially
               different from that anticipated at the time of Contract Signature
               so that existing Unit Prices cannot be applied. Full description
               and justification shall be provided. The inclusion of such
               Contract Units and Unit Prices in the Contract shall be dependent
               on an approved Change Order.

3-5      Delivery Times

          Offered delivery times in any subsequent Purchase Orders shall be
          consistent with and shall not exceed those committed to in Purchase
          Order No. 1 for the delivery of similar Works.

Page 5 of 40

<PAGE>

3-6      Acceptance of Offer

          The Company shall notify the Contractor in writing upon its approval
          and acceptance of his offer. The approved documents shall constitute
          the documents of the relevant Purchase Order.

          The documents of any approved Purchase Order following Purchase Order
          No. 1 shall be attached to the Contract as annexes to the relevant
          Contract Schedules.

          Acceptance of any offer shall not relieve the Contractor of any of his
          obligations under this Contract. Any terms and conditions, which are
          added expressly or implicitly in a Purchase Order shall be considered
          void and have no effect.

3-7      Authorized Signatories

          Purchase Orders will be approved upon signature by both Presidents of
          the Company and the Contractor or their authorized representatives
          thereof.

3-8      Effective Date of Purchase Order

          The date of written approval by the Company shall be considered as the
          Effective Date of the Purchase Order, except for Purchase Order No.l,
          which shall have the Effective Date of this Contract. The overall
          delivery time mentioned in the accepted offer shall then become the
          relevant Implementation Period for the Purchase Order which shall
          commence on the Effective Date of the Purchase Order.

3-9      Determination of Works

          All Works to be supplied within the specified period of a Purchase
          Order shall be determined in MOPs issued during the Implementation
          Period of the Purchase Order.

Page 6 of 40

<PAGE>

3-10     Total Purchase Order Period

          Every Purchase Order shall have a Total Period stipulated from its
          effective date until Final Acceptance of its related Works. The Total
          Period of any Purchase Order shall not fall outside the Total Contract
          Period.

3-11     Implementation Period

          Every Purchase Order shall have an Implementation Period stipulated
          from its Effective Date until Provisional Acceptance of its related
          Works.

          In no event shall any Purchase Order Implementation Period fall
          outside the Contract Implementation Period.

3-12     No Obligation to Make Purchases

          Following Purchase Order No. 1, there shall be no obligation on the
          Company to make any further purchases nor shall there be a minimum
          value on further individual Purchase Orders.

3-13     Cancellation and Termination

          In case the Company decides not to make any further purchases under
          the Contract the Company shall promptly give notice to the Contractor
          that this Contract shall terminate on Final Acceptance of all work
          under any current Purchase Order.

4 -      TERMS OF PAYMENT FOR THE CONTRACTOR'S ENTITLEMENTS

4-1       After scrutinization of the amounts due, against the supplied Works
          under the Contract, and certified by the Company's representative,
          cheques shall be prepared and issued by the Company with the amounts
          to be paid according to the payment program directly drawn on a Saudi
          Bank.

Page 7 of 40

<PAGE>

4-2      The Company shall pay the Contractor's entitlements as follows:

4-2-1      The Contractor shall invoice the Company based on Contract Unit
         Prices and supplied quantities in accordance with the Contract Terms
         and Conditions, and Specifications.

4-2-2    Actually supplied Works shall be invoiced as follows:

         A)       Imported Goods

                  The Contractor has the sole responsibility to match the
                  imported equipment with the requested (PIP) work.

                  Payment on Delivery

                  Imported goods cleared through customs shall be invoiced at
                  30% of their Contract value as contained in the detailed Bill
                  of Quantities (BoQ) of an approved MoP once the MoP has been
                  approved. The company representative will only certify that
                  this type of equipment is defined in the Contract and/or its
                  amendments.

                  In case of any spare parts, test equipment and any other goods
                  specified for delivery to designated Company warehouse only,
                  these shall be invoiced at 100% of their value based on a
                  receipt signed by the company ("Proof of Delivery")and
                  supported by a certificate from the Company's representative.

Page 8 of 40

<PAGE>

                  Payment on Acceptance

                  The remaining 70% of the value of imported goods shall be
                  invoiced after a successful PAT certified by the signed
                  Acceptance Test Report and an agreed as-built Contract Unit
                  List.

                  By the end of the Implementation Period of the relevant
                  Purchase Order, original shipping documents and customs
                  clearance documents shall be supplied for all imported goods.

         B)       Locally Purchased Goods

                  The Contractor has the sole responsibility to match the
                  locally purchased goods with the requested (PIP) work.

                  Payment on Delivery

                  Locally purchased goods shall be invoiced at 30% of their
                  contract value as contained in the detailed Bill Of Quantities
                  (BOQ) of an approved MOP once the MOP has been approved. The
                  company representative will only certify that this type of
                  equipment is defined in the contract and/or its amendments.

                  In case of any spare parts, test equipment and any other goods
                  specified for delivery to designated Company warehouse only,
                  these shall be invoiced at 100% of their value based on a
                  receipt signed by the company ("Proof of Delivery")and
                  supported by a certificate from the Company's representative.

Page 9 of 40

<PAGE>

                  Payment on Acceptance

                  The remaining 70% of the value of the locally purchased goods
                  shall be invoiced after a successful PAT certified by the
                  signed Acceptance Test Report and an agreed as-built Contract
                  Unit List.

         C)       Installation Services

                  Installation services shall be invoiced after successful PAT
                  certified by the signed Acceptance Test Report and an agreed
                  as-built Contract Unit List.

         D)       Civil Works, Buildings, Building Works, Building and Civil
                  Installation and Construction Due amounts of Civil Works,
                  Buildings, Building Works, Building and Civil Installation and
                  Construction, shall be invoiced in monthly progress payments
                  based on the work completed at the site during the month in
                  accordance with the Contract and based on a certificate from
                  the Company's representative.

Page 10 of 40

<PAGE>

                from the Company's representative.

         E)       Training

                  Value of Training shall be invoiced upon delivery of the
                  training based on a certificate from the Company evidencing
                  the completion of the training services invoiced.

         F)       Technical Maintenance

                  Value of Technical Maintenance support shall be invoiced in
                  monthly installments during the first twelve (12) months of
                  the applicable period which shall be from the date of
                  Provisional Acceptance to the date of Final Acceptance. A
                  monthly installment shall cover an elapse of days equivalent
                  to one calendar month.

         G)       Survey, Engineering and Administration Services for
                  Equipment supplied by the Company

                  The value of Survey, Engineering and Administration services
                  for equipment supplied by the Company shall be invoiced upon
                  the approval of the related design document (MoP) supported by
                  a certificate from the Company's representative.

         H)       COM/IS System Integration

                  Each phase of the COM/IS integration project under Purchase
                  Order No. 1 shall be invoiced as follows:

                  1.   Value of Project Definition phase shall be invoiced upon
                       the Company's approval of the Project Definition document
                       prepared by the Contractor supported by a certificate
                       from the Company's representative.

                  2.   Value of Detailed Design and Development phase shall be
                       invoiced upon the Company's approval of the detailed
                       design and development document prepared by the
                       Contractor supported by a certificate

Page 11 of 40

<PAGE>

                  from the Company's representative.

                  3.   Value of Integration and System Acceptance phase shall be
                       invoiced upon the successful completion of the
                       Integration and System Acceptance tests as defined in the
                       approved Project Definition and Detailed Design and
                       Development documents certified by the signed Acceptance
                       Test Report.

         I)       Commercial Power Connection

                  The costs of connecting commercial power shall be reimbursed
                  to the Contractor on presentation to the Company of valid site
                  related invoices attaching original receipts from the relevant
                  power company or its appointed Contractor.

         J)       Lump Sums

                  Any lump sums included in this Contract shall not be
                  considered as Contract Unit Prices for payment purposes.

         K)       Discounts

                  At the end of the Implementation Period of a Purchase Order,
                  any outstanding accrued discounts due to the Company shall be
                  promptly credited to the Company.

4-2-3    Invoices

         Payment of Contractor's invoices shall be made within the calendar
         month following the month in which the invoice was submitted to the
         Company's representative. If within such a period the invoice documents
         are found not to be correct, the invoices shall be returned to the
         Contractor with the reasons for the rejection stated. It is required
         that invoices be issued on a site related basis where applicable.

         Free of Charge items shall be invoiced as for payable items but shall
         not be paid.

Page 12 of 40

<PAGE>

4-24     Retention

         Payment of Contractor's entitlements under this Article (4) shall be
         subject to the following:

         Company shall only pay the Contractor up to 90% of the Total Value of
         the relevant Purchase Order, until the Contractor clears his tax
         position with the Zakat and Income Tax Authority against all
         activities. Upon presentation of a clearance certificate from the Zakat
         and Income Tax Authority certifying that the Contractor has settled the
         Zakat or income Tax due on Works of the relevant Purchase Order, the
         Company shall pay the remaining value of Contractor's entitlements.

5-       FACTORY TEST AND INSPECTION

5-1        The Company shall have the right to inspect and test examples of all
         equipment, materials and instruments manufactured for the Contract
         prior to shipment. The Contractor shall provide the Company or its
         representatives with all the required facilities and assistance to
         observe the above testing without any additional charges to the
         Company. The Company shall pay the travel and expenses of their
         representatives.

5-2      The Contractor shall submit to the Company the manufacturing and
         shipment schedules for all equipment and/or materials at least one
         month prior to the time of packing for shipment as long as the lead
         time available is sufficient or such shorter period as may fit the
         actual circumstances. Should the Company's representatives fail to
         attend on the specified date for inspection, the Contractor shall

Page 13 of 40

<PAGE>

         carry out the relevant tests itself and proceed with shipment. The
         Contractor shall provide the Company with a copy of the recorded
         factory results made under its cognizance before shipment.

5-3      If the test results show that the equipment and/or materials do not
         comply with the specifications, such non-complying equipment and/or
         materials shall be rejected and shall not be shipped until repaired or
         replaced and tested again. In such case the Contractor shall be held
         liable for any resulting delay.

5-4      In all cases, the Contractor shall be responsible for the Compliance of
         his equipment and materials with the Contract's specifications.

5-5      The Company and the Contractor shall conclude an agreement on the
         factory test and inspection procedures within two weeks from the
         Contract signing.

6-       DOCUMENTATION

6-1      The Contractor shall prepare the documentation relating to all of the
         project's Works (e.g. design, plans, manuals, etc) and their related
         computer software and he shall maintain them in a way which secures
         their safety until officially handed over to the Company.

6-2      The Contractor shall provide complete sets of the installation and O&M
         manuals for the civil works and telecom systems prior to Provisional
         Acceptance and according to the applicable requirements in the Project
         or Generic Specifications.

Page 14 of 40

<PAGE>

6-3      Complete plans for all civil works including those parts relating to
         the new buildings, modifications of the existing buildings, shelters,
         power systems, calculations of the towers' design and lighting shall be
         included in separate manuals in addition to the construction and cable
         installation plans.

6-4      Notwithstanding anything else stated in this Contract to the contrary,
         Documentation and related software developed by the Contractor
         specifically for the project shall be the sole property of the Company.

6-5      All documentation shall be provided as both hard copy and data stored
         on digital storage media together with any necessary software to access
         the data on either the work stations supplied under this Contract or on
         the Company's existing work stations.

         7        COSTS OF THE CONSUMABLES

7-1      The Contractor shall bear the costs of all consumables, such as the
         water, electricity and fuel, needed during the implementation of a site
         up to the date of its Provisional Acceptance.

         8        SPARE PARTS

8-1      Spare parts required for normal operation and maintenance of all
         Project Elements shall be included. The quantities of the various spare
         parts required shall be based on the fault rates of the equipment,
         repair strategy, organization, etc., and shall be dimensioned
         sufficient to fulfill the requirements of the O & M activities for each
         of the Project Elements after the date of

Page 15 of 40

<PAGE>

         Provisional Acceptance until Final Acceptance. In case no such
         calculation can be performed, an amount equivalent to 3% of the total
         value of equipment, materials and software supplied for each of the
         Project Elements shall be included.

8-2      The Contractor shall, during the first two months of the Implementation
         Period, finalize the dimensioning of this part of the deliveries,
         supported by the required scientific calculations, and submit his
         proposal to the Company for approval.

8-3      Spare parts consumed before Final Acceptance shall be replenished at no
         cost to the Company.

9-       TEST AND MEASUREMENT INSTRUMENTS AND SPECIAL WORK TOOLS

         Test and measurement instruments and the work tools for the whole
         elements of the project shall be included at the rate of 2% of the
         total value of the equipment, materials and software imported from
         abroad for each of the Project Elements. The Contractor shall, during
         the first two months of the Implementation Period, determine the
         equipment to be delivered and submit his proposal for approval by the
         Company.

10-      FUTURE AVAILABILITY OF SPARES

10-1     The Contractor shall guarantee the availability of the spare parts as
         well as the test and measurement instrumentation and the special work
         tools for the complete parts of the project and that he shall
         manufacture them or their equivalent alternatives for the periods
         stated in paragraph 10.2 below.

Page 16 of 40

<PAGE>

The guarantee periods, for providing the spare parts, the instrumentation and
tools stated in paragraph 10.1 above, shall be as follows:

<TABLE>
<CAPTION>
                                                          GUARANTEED PERIOD OF
TYPE                                                      AVAILABILITY IN YEARS
-------------------------------------------------------------------------------
<S>                                                      <C>
Telephone exchange equipment                                      15
Transmission equipment                                            15
Power equipment                                                   15
Fire prevention equipment                                         15
Alarm equipment                                                   15
Building equipment, e.g., elevators & water pumps                 15
Traditional batteries                                             18
Air-conditioning equipment                                        10
Operations software                                               10
Card phones                                                       10
Terminals                                                          7
Vehicles                                                           7
Solar energy batteries                                             5
</TABLE>

Different type of cables:

                          The life span duration of all type of cable
                          shall be 15 years except as otherwise stated
                          in the Contract.

NOTE:          The said periods shall be effective from the date of Final
               Acceptance.

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         10-3 During the periods specified for the availability of the spare
         parts, instrumentation and tools described in paragraph 10.2 above and
         for the items so stipulated, the Contractor shall guarantee to supply
         goods against any purchase order within a period not exceeding six
         months from the date of the order made by the Company.

         10-4 The Contractor shall provide in this Contract the method of
         determining the future price of the above mentioned spare parts,
         instrumentation and tools by a scientific formula with official
         references for setting the said price otherwise the prices of the
         Contract shall apply.

         10-5 All replacement spare parts or replacement system parts shall
         provide the same or equivalent functionality. The Contractor shall give
         6 months notice in writing of any item, not manufactured by the
         Contractor, in which production is about to cease.

11-      OBTAINING PASSES AND PERMITS

         The Contractor shall be responsible for obtaining all passes and
         permits required by local authorities before the implementation of any
         of the Contract's work. The Contractor shall bear any fees or charges
         which may be required by those authorities against the issuance of such
         passes or permits. The Company's role in this regard shall be
         restricted providing the Contractor with every possible assistance to
         facilitate the Project execution.

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12-      LAWS, REGULATIONS, CUSTOMS & TRADITIONS

         This Contract shall be subject to all laws, regulations, customs and
         traditions prevailing in the Kingdom of Saudi Arabia. The Contractor
         shall be aware of all these laws, regulations, customs and traditions
         and shall not be excused for ignorance of them.

13-      LIMITATION OF LIABILITY

         The Contractor and its subcontractors or suppliers shall be liable for
         direct damages and losses only and neither Contractor nor its
         subcontractors or suppliers shall be liable for any indirect damages or
         losses. The Company releases Contractor and its subcontractors and
         suppliers from any such indirect damages except as may arise for third
         party personal injury caused by Contractor or its subcontractor's
         negligent acts or omissions. Notwithstanding any other provision of
         this Contract, Contractor's total liability to the Company for all
         damages and losses arising out of this Contract shall not exceed the
         total Contract Value.

14-      CALENDAR

         The Gregorian calendar shall be used for all periods and dates referred
         to in any of the Contract documents.

15-      CONFIDENTIALITY

         All business and technical information and data, software and related
         documentation, in whatever form provided, recorded or unrecorded, which
         the parties may furnish or have furnished to each other is considered
         confidential and shall be treated as follows:

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         a.       shall be used solely for the purpose for which it was
                  furnished;

         b.       shall be treated in strict confidence and shall not be
                  provided to third parties;

         c.       shall not be reproduced, except as necessary for its
                  authorized use;

         d.       shall be returned to the other party, together with all copies
                  thereof, when no longer needed.

         The obligations of confidentiality and restricted use are not
         applicable to those portions of information that, free of any
         obligation to keep confidential, were previously known to, or that fall
         into the public domain without the fault of the disclosing party, or
         those subject to its control, or to which the parties agree need not be
         kept confidential.

16-      FORCE MAJEURE AFFECTING THE IMPLEMENTATION

         Neither party shall be liable for any loss, damage, delay or failure of
         performance resulting from any force majeure, that is, any cause beyond
         its reasonable control and which was unforeseen at Contract signature
         or which is unavoidable, including acts of God, wars, invasion,
         military operations, civil disturbance, earth quakes and volcanoes.

         A party claiming the existence of force majeure shall notify the other
         party within fifteen days of the force majeure and shall submit
         evidence of its existence.

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         If the force majeure delays the implementation of the Project Works for
         a period not exceeding six (6) months, the implementation period shall
         be extended up to a length of time resulting from the incident after
         taking the actions required with the Company in accordance with the
         applicable regulations. If the force majeure exists for a period of
         more than six (6) months, both parties shall agree on the appropriate
         measures to be taken.

17-      RIGHT TO SUBSTITUTE ENHANCED PRODUCT

         During the term of the Contract, telecommunications products, equipment
         and software to be provided under this Contract shall be subject to
         continuous modifications, upgrades and enhancements. In his performance
         of the Works, the Contractor is required to substitute, where available
         at the time of delivery, enhanced or upgraded products provided that
         such substitute products provide, or exceed, the function to be
         provided by the products identified in the Contract. The Contractor
         shall also provide the Company with complete technical information
         describing such enhancement, update or upgrade in the substitute
         product and obtain the Company's approval for those products before
         substitution at the same or less cost.

18-      CONTRACT LANGUAGE

         This Contract (and all its documents) shall be in both the Arabic and
         English Languages. All invoices and contractual correspondence between
         the parties shall be in both Arabic and English. In case of
         contradiction, the Arabic version shall always prevail. All other
         Contract correspondences and documents shall only be in English.

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19-      ACCEPTANCE

         Without prejudice to Articles (51) and (52) of the General Contract
         Conditions:

19-1     Provisional Acceptance Tests (PATs) shall be carried out in respect of
         each System or Part of System as the case may be.

19-2     The PATs are designed to verify that the System or Part of a System
         will operate and perform in accordance with the Contract. PATs shall
         also include visual inspections as necessary to verify compliance with
         the Contract conditions.

19.3     The sequence and interrelation of the PATs shall be in accordance with
         the Project Implementation Plan and the corresponding approved Design
         documents.

19-4     The Contractor shall notify the Company in writing at the Date of
         Completion, and minimum 5 working days prior to the PAT start date,
         that the System or Part of the System, as the case may be, is ready for
         a complete PAT of the System or Part of the System.

19-5     When the PATs have been performed with a successful result, the date
         when all the tests were completed shall be the "PAT Completion Date".
         This date shall be the date reflected in the Provisional Acceptance
         Certificate (PAC).

19-6     The Contractor, witnessed by the Company and/or its Consultant, shall
         carry out and complete the PATs, the result of which shall be accounted
         for in a jointly signed protocol, Acceptance Test Report, designed to
         clearly verify whether the PATs requirements are met or not.

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19-7     Within fifteen (15) days from completion of the PATs, the Company or
         its Consultant shall give the Contractor a written or facsimile notice
         stating whether or not the System or Part of System (as the case may
         be), has successfully passed the tests. When the PAT requirements are
         met, the System or Part of System shall be deemed accepted.

19-8     If the System or Part of System is not accepted by the Company due to
         the fact that the PAT results verify that the System or Part of System
         does not fulfill the requirements of the PATs, the above mentioned
         written notice shall specify the particulars of the alleged deviation
         from the PATs requirements and where the same is alleged to exist or to
         have occurred. Contractor shall with all reasonable speed under the
         circumstances and at his own expense remedy the deviation and the PATs
         Procedure for the relevant or affected part shall, unless waived by the
         Company, be repeated in accordance with the provisions of this Article
         (19).

19-9     When the results of the PATs verify that the System or Part of System
         operate and function in accordance with the PATs requirements, then the
         System or Part of System shall be deemed to also operate and function
         in accordance with the Specification unless otherwise proven.

19-10    Provisional Acceptance of the System or Part of System shall not be
         refused because of minor deviations and/or shortages, which do not
         prevent the System or Part of System to be put into operation (i.e.
         non-service affecting items). However, this will not relieve Contractor
         from his obligation to remedy said deviations without undue delay and
         in no event later than three (3) months from the date of Provisional
         Acceptance (PAC).

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In case the said remedying takes longer than three months the Warranty Period
and any applicable Technical Maintenance Periods shall be extended by the same
period that the rectification work was delayed. These minor deviations and
shortages shall be listed in an Outstanding Items List (OIL) and attached to the
PAT Report. An OIL Clearance Certificate shall be issued by the Contractor and
approved by the Company as soon as these outstanding items have been cleared.

19-11    If the Contractor has not received the said written or facsimile notice
         from the Company or its representative stating whether or not the
         System or Part of System has successfully passed the PATs, within
         fifteen (15) days from completion of the PATs, the System or Part of
         System shall be deemed accepted as of the last day of said period of
         fifteen (15) days.

19-12    If the Company should take over or use the System or Part of System
         prior to or without the above mentioned PATs, such take over or use
         shall be deemed as Acceptance of the System or Part of System on that
         date. Provided always that such System or Part of System is capable of
         operating independently and constitutes a fully operational entity and
         that non-functioning or partially functioning associated components
         shall be excluded from such Acceptance. Such Acceptance shall be
         verified with the satisfactory results of a later PAT for the System or
         Part of System. The requirement for a later successful PAT shall be
         waived only at the discretion of the Company. Such deemed
         Acceptance shall not limit the responsibility of the Contractor to
         finalize any outstanding work or remedy any deviations found.

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19-13 The Contractor shall require a signed authorization from the Company for
the specific System or Part of System before it is put into commercial service.

19-14 When according to the above, the System or Part of System is accepted or
deemed accepted, such acceptance shall be confirmed by the signature of the
Company on a PAC submitted by the Contractor. The PAC shall be signed and
returned without undue delay after Contractor's written request.

19-15 Provisional Acceptance of goods specified only for delivery to warehouse
shall occur on delivery to the Company's designated warehouse in Saudi Arabia
provided such goods are new and of merchantable quality on delivery and provided
that a receipt signed by the Company ("Proof of Delivery") has been obtained
supported by a certificate from the Company's representative. Final Acceptance
of such goods shall be deemed to occur on expiry of the twelve (12) month
Warranty period.

         Definitions for this Article (19):

         Provisional Acceptance Certificate (PAC): means the written
         confirmation of acceptance by the Company in accordance with this
         Article (19).

         PAT: means the test(s) to be carried out in accordance with this
         Article (19) and the Generic Specification GS07.

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System: means either:

-        The Hardware and Software to be supplied and installed for each new
         complete SRS System which shall consist of one Central Station, the
         appropriate number of Repeaters and Outstations as specified in the
         relevant approved design document and all associated equipment and
         works; or

-        The complete COM/IS system to be supplied and installed for the SRS
         Network

Part of System: means the Hardware and Software to be supplied and installed in
an existing SRS System which shall consist of the appropriate number of
Repeaters and/or Outstations as specified in the relevant approved design
document and all associated equipment and works.

Project Implementation Plan: means the time schedule agreed upon between the
Parties for the Implementation of the System or Part of System.

Implementation: means all the work performed in accordance with the Contract up
to Provisional Acceptance.

Date of Completion: means the date(s) specified in the Project Implementation
Plan and relevant Design document on which the System or Part of System, as the
case may be, shall be implemented and be notified ready for a complete PAT,
taking into account all appropriate extensions or postponements.

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20-      NETWORK INTEGRATION

         The Contractor shall be responsible to provide for the integration of
         all equipment delivered under this Contract into the existing network
         and associated systems. SRS Provisional Acceptance Certificates (PACs)
         shall not be issued unless the equipment is fully integrated and
         operational in the network.

         The COM/IS System PAC shall be issued upon successful completion of the
         COM/IS Integration and System Acceptance tests as defined in the
         approved Project Definition and Detailed Design and Development
         documents as certified by the signed Acceptance Test Report. If the
         Integration cannot be fully implemented due to the unavailability of
         the Company's COM/IS system then Provisional Acceptance shall be
         granted on the basis of performing the appropriate agreed upon tests to
         demonstrate that the integration requirements have been fully met.

         The Contractor shall be responsible for identifying any work to be
         completed by the Company or by any other Contractor which is required
         to allow integration of his equipment into the network, and shall plan
         and schedule his work to allow for these dependencies. The Contractor
         shall ensure that the necessary coordination with other Contractors is
         effected.

21-      CHANGE ORDERS

         Subject to Articles 43 and 44 of the General Contract Conditions, the
         only valid mechanism provided between the parties for contract
         amendments are Change Orders, which shall be used in the following
         cases:

         a.       A change to the Implementation Period of a Purchase Order or
                  to the Total Contract Implementation Period;

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         b.       A change to the Total Value of a Purchase Order;

         c.       A new Unit Price to be introduced for work which is new and
                  for which it could not be reasonably anticipated that such a
                  Contract Unit would be required at the time of Contract
                  signature;

         d.       A change to Contract Terms and Conditions.

         A Change Order shall not be approved by the Company unless it is
         satisfied that it has been given, by the Contractor, complete and
         accurate financial and technical information, including full technical
         and contractual justification, in the contents of the Change Order such
         that the cost impact on the work affected is accurately known. Change
         Orders shall be submitted prior to the implementation of the related
         work.

22-      TITLE

         Title for all goods and services supplied under the Contract shall pass
         in perpetuity to the Company upon Provisional Acceptance of same.

23-      CONTRACTOR'S RESPONSIBILITY FOR PLANNING, ENGINEERING AND DESIGN

23-1     Except as noted otherwise in Contract documents the Contractor shall be
         responsible for engineering and design which includes site surveys,
         drawings and plans, etc. This shall be subject to review and approval
         by the Company and/or its Consultant before implementation. Such
         approval shall not relieve the Contractor from his obligations to
         implement the Works in accordance with this Contract.

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The Contractor's plans shall always be provided with good and detailed estimates
    of the costs of the planned work and accumulated costs after its completion,
    good technical justification, and, where necessary, good contractual
    justification.

All planned work shall be for complete systems capable of being implemented
    within the allowed budgets. Systems unable to be completed due to poor
    planning by the Contractor within the limits set by the Contract shall not
    be accepted and nor shall any payment be made for uncompleted systems.

The Contractor shall submit quarterly audits of all the work completed
    (as-built) in the project with detailed and accurate information on
    accumulated costs up to the end of the relevant quarter. The audits shall
    also include the details and total cost of work in progress.

Work plans shall always use the latest project audit results as the baseline for
    future work.

The work shall be planned efficiently in a sequential manner so that all
    necessary parts of the network shall be put in place to support the next
    part coming into operation.

24-      PROJECT SPECIFIC DRAWINGS, DATA COLLECTION AND PLANS

          Regardless of anything else contained in this Contract, the copyright
          to any drawings, data collection or plans (such as but not limited to
          network plans and transmission plans) produced by the Contractor
          specifically for the performance of this Contract and only usable for
          that purpose and excluding any

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          material or part thereof which was produced prior to the signing of
          this Contract without relation to this Contract by the Contractor or
          any of its sub-Contractors, shall belong to the Company. It is
          provided that the Company allows the Contractor the right to use, for
          the Contractor's performance of this Contract, such drawings, data
          collections and plans as well as any other documents of the same
          nature that is in the possession of the Company.

          Nothing contained in this Contract shall prevent the Company
          disclosing such material mentioned above, after Provisional
          Acceptance, to third parties that are to perform complementary work on
          the Company's network.

25-      METHOD OF PROCEDURE (MOP)

25-1     A MoP is a design document which shall contain all necessary plans and
         engineering data relevant to a site's function relative to the overall
         system design and site's practical construction. It shall contain a
         time schedule for starting and completing the work.

25-2     A separate MoP shall be provided for each complete SRS system design
         and it shall need to be submitted and approved prior to any subsystem
         MoP related to it including civil works MoPs.

25-3     Any approved Method of Procedure (MoP) document shall include a priced
         and detailed Contract Unit List with quantities and a total cost to do
         the work. All MoPs shall contain committed dates for Provisional
         Acceptance Testing of the works described therein and if not meeting
         those dates the Contractor shall be subject to Article 39 of the
         General Contract Conditions, Delay Penalty.

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26-      LICENCES

26-1     Subject to the terms and conditions set forth in this Article (26), the
         Company is hereby granted a non-exclusive, irrevocable, transferable
         and restricted license to use the Software and Documentation, for the
         Company's own operation and maintenance of the System or Part of System
         in accordance with this Contract.

26-2     Unless otherwise stated in this Contract and except for any software
         developed by the Contractor solely under this Contract which shall be
         the sole property of the Company, it is understood that the Company
         receives no title or ownership rights to the Software or Documentation,
         and all such rights shall remain with Contractor or its suppliers.

26-3     In pursuance of the foregoing, except as provided otherwise in this
         Contract, the Company shall:

26-4     only make copies of supplied software and documentation for itself
         sufficient to use the works or materials supplied under this Contract;

26-5     when making permitted copies transfer to the copy/copies any copyright
         or other marking on the Software or Documentation;

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26-6     not modify, de-compile, translate, adapt, arrange or error correct or
         make any other alteration of the Software or Documentation;

26-7     not use the Software or Documentation for any other purpose than
         permitted in this Article;

26-8     grant the Contractor the right to use and modify software solely
         developed for this Contract.

26-9     The Company and any successor to the Company's title to the Hardware or
         part of Hardware, shall have the right without further consent of
         Contractor to transfer this license to a third party which acquires the
         System or Part of System, provided any such third party agrees in
         writing to abide by all the terms and conditions of this license.

26-10    The obligations of the Company under this Article (26), shall survive
         the termination or expiration of this Contract for any reason.

26-11    Software means any such computer program, software module or package
         or any part thereof in binary code form and included in the System

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27-      WARRANTY

         Without prejudice to the periods of extended warranty to be provided
         for various categories of deliverables as required by the Generic
         Specification, GS06, etc.:

27-1     The System Or Part Of System

27-1-1   Contractor warrants to repair, correct or replace the System or Part of
         System, for a period from its Provisional Acceptance to its Final
         Acceptance, if the System or Part of System would not conform to and
         function and operate in accordance with the Contract conditions by
         reason of defective material, design or workmanship, as appropriate.

27-2     Hardware And Spare Parts

27-2-1   Contractor shall, for a period from its Provisional Acceptance to its
         Final Acceptance, at his option repair or replace, without expense to
         the Company, any part of the Hardware or Spare Parts found not to be in
         conformity with the Contract by reason of defective material, design or
         workmanship

27-2-2   Such repairs or replacements of the Hardware or Spare Parts shall be
         made without undue delay from the date the Company notifies any defect
         to the Contractor in writing before Final Acceptance.

27-2-3   Any repaired or replaced Hardware or Spare Parts will be warranted for
         the remainder of the original warranty period.

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         Software

         Contractor shall, for a period from its Provisional Acceptance to its
         Final Acceptance, at his option correct or replace, without expense to
         the Company, any part of Software found measurably not to function in
         conformity with the Contract by reason of defective design.

27-3-2   Such corrections or replacements (by the supply of Software Updates) of
         the Software shall be made without undue delay from the date the
         Company notifies any defect to the Contractor in writing before its
         Final Acceptance.

27-3-3   In the event of non-conformity of an Emergency character,Contractor
         shall perform temporary corrections or replacements, as the case may
         be, without undue delay after the Company's notification thereof to
         Contractor. Definitive corrections or replacements (by the supply of
         Software Updates), shall thereafter be performed in accordance with the
         above.

27-3-4   Any corrected or replaced Software will be warranted for the remainder
         of the original warranty period.

27-3-5   During the warranty period the implementation of corrections and/or the
         implementation of replacement Software Updates shall be made by
         Contractor without expense to the Company.

27-3-6   Documentation of corrected or replacement Software Updates will be
         furnished without expense to the Company.

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27-3-7   For additional software, the same Software warranty shall apply as
         described in this Article with the exception that the warranty shall
         only apply with respect to new functions in the additional software (as
         specified in the additional software specification) and that the
         warranty period is calculated from the receipt by the Company of the
         additional software.

27-3-8   Software Updates means corrections of the Software based on
         Contractor's and users fault reports and which are issued as Software
         Updates by Contractor. The Software Update shall contain the
         appropriate load file, implementation instructions and user
         documentation.

27-4     General

         Any warranty above in this Article (27), shall apply only if:

27-4-1   The System or Part of System is used under normal conditions and in
         accordance with the Documentation, information and advice furnished by
         Contractor and the Training provided under this Contract

27-4-2   The Company has given Contractor notice of such defects,
         non-conformities or deviations before the expiration of the applicable
         warranty period

27-4-3   Such defect, non-conformity or deviation was not caused by
         inter-working equipment not supplied under this Contract or any
         engineering or implementation not carried out by Contractor

27-4-4   The Company has given Contractor every opportunity to inspect and
         remedy such defect, non-conformity and deviation

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27-4-5   The warranty given in this Article (27), shall not apply to any failure
         caused by modification of the Hardware or Software without Contractor's
         written approval.

27-4-6   All transportation costs and risk of loss incurred with respect to the
         repair and/or replacement of defective goods shall be borne by the
         Contractor.

27-4-7   The Company undertakes to comply with Contractor's instructions
         concerning disposal of defective Hardware and Software. The warranty
         given in this Article (27), shall survive inspection and acceptance.

28-      INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT

              Article 21 of the General Contract Conditions, Patent Rights and
              its Possession, shall apply subject to the following:

              The Contractor shall promptly, at his option and own expense,
              either;

         28-1 procure for the 'Company and its customer the rights for continued
         use of the System, or

         28-2 replace or modify the System so that it no longer infringes any
         such rights, where in all cases the functionality of the replaced or
         modified system shall not be substantially inferior to the originally
         supplied system, or

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         28-3 if such remedies are not reasonably or economically feasible,
         Contractor may request the Company to return the System and refund to
         the Company the purchase price, provided always:

         28-4 that the System is properly used in accordance with the
         Documentation and the purposes contemplated by this Contract; and

         28-5 that the Company without delay informs Contractor in writing of
         any claim made by reason of alleged infringement as aforesaid and
         refrains from acting on account of such claim without previous approval
         of Contractor; and

         28-6 that the Company without delay informs Contractor in writing if
         legal action is taken by any third party on account of such claim and
         that Contractor shall have full authority to defend or settle the same
         through its counsel; and

         28-7 that Contractor is informed of all circumstances which may be of
         relevance to the legal action taken and the Company refrains from all
         steps in relation to the legal action taken which may prejudice
         Contractor; and

         28-8 that the Company gives Contractor every reasonable assistance
         which may be required to settle or defend the legal action taken; and

         28-9 that the infringement or alleged infringement is not arising out
         of the use of the System in combination or conjunction with any other
         item or the use thereof not supplied or manufactured by


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         Contractor; and

         that the infringement or alleged infringement is not arising out of any
         modifications of the System by the Company not approved by Contractor.

29-      LOSS OF SERVICE PENALTY.

         If any System or Part of System fails to operate according to the
         Contract between Provisional Acceptance and Final Acceptance such that
         service is interrupted, and it is proven that such interruption is not
         due to operational reasons or is not due to normal system or equipment
         failures or reasons not under the Contractor's control, then the
         Contractor shall compensate the Company at the rate:

         SR 10 per day per out of service subscriber voice connection or per 64
         Kb/s subscriber data connection

         SR 3,750 per day per out of service 2 Mb/s end to end circuit capacity

         up to a maximum of five percent (5%) of the Total Purchase Order Value.

30-      WAIVER OF RIGHTS

         If any rights under this Contract have not been exercised by the
         Company or the Contractor then this shall not set a precedent that any
         such rights shall be waived thereafter.

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31-      ASSIGNMENT

         The Contractor shall have no right to release this Contract or any part
         thereof, or any profit or advantage as a result of it, without
         obtaining the prior written approval from the Company. The Parties
         agree however that, subject to the last sentence of this Article (31),
         such approval shall be given in case Contractor wishes to assign this
         contract or any part thereof to a subsidiary in the Kingdom of Saudi
         Arabia. However, the Contractor shall fulfill all obligations and meet
         all liabilities of this Contract jointly and severally with the party
         to whom the Contract is released towards the Company, in the execution
         of this Contract.

32-      RE-EXPORT CONTROL

         The Company shall not re-export any of the products supplied under this
         Contract to any other country without first obtaining written consent
         from the Contractor.

33-      TERMINATION

         Either party may terminate this Contract for any of the reasons set
         forth hereunder:

         33-1 Either party becomes bankrupt or insolvent, or is declared
         bankrupt, or is unable to pay its creditors, or submits a petition for
         insolvency or compounds with its creditors.

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         33-2 If the Contractor gives or attempts to give any gift, loan, reward
         or advantage whatsoever to any officer, director or employee of the
         Company or any Government official or servant who has any relation
         direct or indirect with the performance of this Contract.

         If either party, in spite of a notice given to it by the non-breaching
         party in writing, commits a substantial breach of the provisions of
         this Contract.

         If the breaching party fails to cure such breach, or fails to take
         steps to cure such breach, then the non-breaching party may cancel the
         Contract by a further notice in writing sent by fax, hand delivered or
         by registered mail to the notice party address as designated in this
         Contract without summons, court order or any further formality. The
         consequences of such cancellation shall be:

                  A. The Company may call the performance guarantee if the
                  breaching party is the Contractor.

                  B. The breaching party shall be responsible to the non-
                  breaching party for any damages or losses subject to the terms
                  and conditions of this Contract.

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