EXHIBIT 10.6

             SERVICES AGREEMENT BETWEEN BRIDGEPORT FINANCIAL, INC.
                                AND THE COMPANY

                               SERVICES AGREEMENT


               THIS SERVICES  AGREEMENT (the  "Agreement") is made as of the 1st
day of January,  1997, by and between TELECOM INVESTMENT CORPORATION ("TIC") and
BRIDGEPORT FINANCIAL, INC. ("Bridgeport").

                                    RECITALS:

                TIC  is in the  business  of  acquiring,  owning  and  operating
wireless cable  television,  telephony and data  transmission  frequencies,  and
related assets  (collectively,  "Wireless  Rights"),  in developing and emerging
markets,  including  markets in Central and South America,  Europe and Asia (the
"Business").

                Bridgeport has experience in businesses similar to the Business,
and is currently  providing  consulting  or other  services to TIC in connection
with the Business under the terms of an oral agreement (the "Oral Agreement").

                TIC desires to retain  Bridgeport,  and Bridgeport desires to be
retained by TIC, for the purpose of providing to TIC certain  advisory and other
services  relating to the Business and upon the terms and  conditions  set forth
herein.

              NOW, THEREFORE,  in consideration of the foregoing  recitals,  and
other good and valuable consideration, the parties agree as follows:

                                   AGREEMENT:

               Termination of Oral  Agreement.  Bridgeport and TIC are currently
parties to the Oral  Agreement,  pursuant  to which  Bridgeport  provides to TIC
services similar to the Services, as

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described in paragraph 3, and in exchange for the amount of $5,000 per month. In
consideration  of the execution by the parties of this  Agreement  (and upon the
execution hereof by the parties),  the Oral Agreement shall be deemed terminated
for all purposes.

                Engagement of Bridgeport. Subject to the terms and conditions of
this  Agreement,  TIC hereby engages  Bridgeport to provide and perform,  and by
execution of this Agreement,  Bridgeport  agrees to provide and perform,  all of
the duties,  services and obligations  required of Bridgeport under the terms of
this Agreement,  including the Services,  as that term is described in paragraph
3.

               Services. During the term hereof, Bridgeport shall be responsible
for, among other things, the following duties and functions  (collectively,  the
"Services"):

                       (a)  To  provide  to TIC  and  its  affiliates  business,
legislative,  technical and  administrative  advice relating to the acquisition,
ownership,  use or commercial  exploitation  of Wireless Rights in TIC's current
and anticipated market areas (the "Market Areas") and, at the request of TIC, to
assist TIC or its  affiliates  in the  acquisition  or  disposition  of any such
Wireless Rights.

                       (b) To  notify,  and  keep  TIC  fully  apprised,  of all
legislative,  legal and technological  changes in wireless cable,  telephony and
data transmission rights (or regulations or laws relating thereto) in the Market
Areas, and to notify or apprise TIC of any  opportunities  to acquire,  develop,
utilize, invest in or sell, any Wireless Rights in the Market Areas.

                       (c) At the request of TIC,  assist TIC and its affiliates
in the  preparation,  filing and  prosecution of any  applications,  requests or
other filings for Wireless Rights in any of the Market Areas.

                       (d) At the request of TIC,  assist TIC and its affiliates
in the acquisition of funding for the Business.

                       (e) To use its best  efforts to perform the Services in a
substantial  workmanlike  manner  and  in  accordance  with  any  applicable  or
appropriate standards, guidelines, business policies,

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procedures  and  business  plans  established  from  time  to time by TIC or any
governmental agency or authority having jurisdiction over Bridgeport.

                       (f) To provide TIC with such reports as it may reasonably
require  (either  verbal or  written)  relating to the matters set forth in this
paragraph 3.

                       (g)  To  protect  TIC's  trade  secrets  and  proprietary
information,  including,  but not limited to its marketing  information,  client
lists,  prospect lists,  business plans and other confidential  information from
any unauthorized use or exposure.

                       (h) To acquire, and maintain, at its own expense, any and
all permits,  equipment,  licenses or personnel (including employees,  agents or
independent  contractors) necessary or appropriate for Bridgeport to perform the
Services in accordance with the terms hereof.

                Independent Contractor Status. Bridgeport understands and agrees
that this Agreement  shall not constitute or create any contract or relationship
of  employment,  partnership  or agency  between  Bridgeport  and TIC,  and that
Bridgeport  shall,  for  all  purposes,  be  considered  to  be  an  independent
contractor of TIC. THE MEANS, METHODS AND TIMING OF BRIDGEPORT'S  PERFORMANCE OF
THE SERVICES SET FORTH IN THIS AGREEMENT SHALL BE LEFT EXCLUSIVELY AND SOLELY TO
BRIDGEPORT'S DISCRETION.  BRIDGEPORT SHALL BE FREE TO DISPOSE OF SUCH PORTION OF
ITS EMPLOYEES' OR OWNER'S TIME,  ENERGY AND SKILLS DURING REGULAR BUSINESS HOURS
IN SUCH  MANNER AS  BRIDGEPORT  SEES FIT,  AND TO PROVIDE OR UTILIZE  SUCH TIME,
ENERGY AND SKILL FOR THE  BENEFIT OF SUCH OTHER  PERSONS,  FIRMS OR  ENTITIES AS
BRIDGEPORT DEEMS ADVISABLE, CONSISTENT WITH THE TERMS HEREOF. TIC AND BRIDGEPORT
ACKNOWLEDGE  AND AGREE  THAT  BRIDGEPORT  SHALL  HAVE THE RIGHT TO  DELEGATE  OR
SUBCONTRACT  ALL OR A PORTION OF THE SERVICES TO THIRD  PARTIES,  PROVIDED  THAT
BRIDGEPORT OTHERWISE COMPLIES WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.

                                 Consideration.

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                       (a) In  consideration of the performance by Bridgeport of
the Services, TIC agrees to pay to Bridgeport,  during the term hereof and on an
annual  basis in arrears,  an amount equal to the sum of (i) two percent (2%) of
the first  $50,000,000 of Telecom's  gross annual  revenues and (ii) one percent
(1%) of  Telecom's  gross  annual  revenues in excess of  $50,000,000,  from all
sources;  provided,  however,  that in no event  shall the  amounts  payable  to
Bridgeport  hereunder be less than one hundred fifty thousand dollars ($150,000)
for the  first  Contract  Year,  as  defined  below,  or  $20,855.33  per  month
thereafter. The amounts payable with respect to the first Contract Year shall be
due and payable upon the earlier of 15 days after the end of such  Contract Year
or 5 days after the receipt by TIC of proceeds from an equity or debt  financing
of at least $3,000,000.  Thereafter,  the amounts due Bridgeport under the terms
of this  Agreement  shall be due and  payable  within 15 days of the end of such
month.  Bridgeport  hereby  specifically  acknowledges  that,  by  reason of the
termination  of the Oral  Agreement,  it is waiving (and does hereby  waive) all
monthly amounts payable or to be payable to it under the Oral Agreement.

                       (b) For purposes of this paragraph,  (i) "TIC" shall mean
TIC and all of its  parent  and  subsidiaries,  and its  parent's  subsidiaries;
provided, however, that if any subsidiary is not held 100% by TIC or its parent,
the revenue of such subsidiary shall be attributed to TIC to the extent of TIC's
or its parent's ownership of such subsidiary. By way of example, if a subsidiary
is only  owned  20% by TIC,  only  20% of that  subsidiary's  revenue  would  be
attributed  to TIC  for  purposes  of  this  paragraph  4.  Notwithstanding  the
foregoing,  no revenue shall be attributed to TIC from any  operations of TIC or
its  subsidiaries or parent with respect to Wireless Rights in New Zealand;  and
(ii) a "Contract  Year" shall mean a period  beginning on the  execution of this
Agreement and continuing through the one year period thereafter.

                       (c) From time to time  during the term of this  Agreement
and  during  the  period  ending on the third  anniversary  of its  termination,
Bridgeport  shall be entitled to review or audit the books and records of TIC in
order to verify the  amounts  due and  payable to  Bridgeport  pursuant  to this
paragraph.  If any such audit or review  shows  that the  amounts  actually  due
Bridgeport for any calendar year hereunder was understated by TIC by 5% or more,
TIC shall bear the costs of such audit or review,  and shall be  required to pay
to Bridgeport the amount of any such deficiency,  together with interest thereon
(from the ending date of the calendar year in question) at the rate of

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18% per annum  until  such  deficiency  is paid in full).  If any such  audit or
review shows no  deficiency or a deficiency  of less than 5%,  Bridgeport  shall
bear the costs and expenses of such audit or review.

                Term.  The term of this  Agreement  shall  commence  on the date
hereof and shall  continue for a period of 5 years.  Thereafter,  this Agreement
shall  automatically renew for successive periods of 1 year, unless either party
notifies the other party of its election not to renew this Agreement at least 60
days prior to the end of the current term.

                                  Termination.

                       (a) TIC may terminate this Agreement at any time and with
or without  notice to  Bridgeport  in the event of the  occurrence of any one or
more of the following:

                                (i) TIC ceases active business operations;

                                (ii) Bridgeport  fails or refuses to perform the
Services in accordance with the terms hereof;

                                (iii) Bridgeport,  or its principals, is charged
with or convicted of a felony;

                                (iv)   Bridgeport   breaches   its   duties   or
obligations  hereunder and fails or refuses to correct any such breach within 10
days of written notice by TIC of such breach; or

                                (v)  Upon the  issuance  of any  final,  binding
order of a  governmental  authority  having  jurisdiction  rendering  invalid or
unenforceable any central part of this Agreement.

                       (b)  Bridgeport  may terminate this Agreement at any time
and with or without  notice in the event TIC breaches  its duties or  obligation
hereunder, and fails or refuses to correct such breach within 10 days of written
notice by Bridgeport of such breach.


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                       (c) Bridgeport and TIC may terminate this  Agreement,  at
any time, upon their mutual written consent.

                       (d) In the event of the  termination of this Agreement in
accordance  with this paragraph 7, all  obligations of the parties (except those
specified to survive such  termination,  as described in this  Agreement)  shall
cease as of the termination date without  prejudice to any rights or remedies of
either party.

                Records.   Bridgeport  shall  maintain   adequate  and  accurate
records, books and accounts regarding the performance of the Services hereunder,
which shall be open to inspection by TIC during normal business hours during the
term of this Agreement and for a period of three (3) years thereafter.

                           Customers and Competition.

                       (a) Bridgeport  acknowledges  and agrees that TIC has and
will spend substantial time, effort and money in connection with the development
of its Business and the promotion,  marketing and sale of the Business, and that
all customers and accounts for which Bridgeport  provides services hereunder are
and shall remain the sole and  exclusive  customers,  accounts  and  proprietary
contacts of TIC after the termination of this Agreement.

                       (b) During the term of this Agreement and for a period of
one year after its  termination,  Bridgeport  shall not  engage in any  business
operations  in  direct  or  indirect   competition  with  the  Business  in  any
then-current market of TIC.

                       (c) Bridgeport hereby  acknowledges and agrees that, as a
result of the special  relationship  between  Bridgeport and TIC relating to the
nature and terms of this Agreement,  and other matters, the breach by Bridgeport
of the terms and  conditions  of this  paragraph  would result in immediate  and
irreparable harm to TIC, the extent of which would be difficult or impossible to
determine.  Therefore,  in the  event of any  breach  or  threatened  breach  by
Bridgeport  of the terms and  conditions of this  paragraph,  TIC shall have the
right to obtain,  and Bridgeport hereby consents to the issuance of, a temporary
or permanent injunction preventing or ceasing any such violation. The right

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to injunctive  relief provided under this paragraph shall be in addition to such
other rights and remedies as TIC may have, under law or in equity.  In the event
of any termination of this  Agreement,  the provisions of this paragraph 9 shall
survive.

                Authority and Relationship.  Bridgeport shall not have any right
to bind, obligate or make representations with respect to TIC in any business or
other matter whatsoever, and shall not make any representations to the contrary.
TIC shall not be  obligated  to accept  any  business  opportunity  procured  or
proposed by Bridgeport as a result of its performance of the Services hereunder.

                Indemnification. Bridgeport shall forever protect, save and keep
TIC harmless  and  indemnify  TIC against and from any and all claims,  demands,
losses, costs, damages, suits, judgments, penalties, expenses and liabilities of
any kind or  nature  whatsoever  (including  attorneys'  fees and  court  costs)
arising  directly  or  indirectly  out  of or in  connection  with a  breach  by
Bridgeport of any of its  representations,  warranties or covenants contained in
this Agreement.

                Representations and Warranties of Bridgeport.  Bridgeport hereby
represents and warrants to TIC, with the understanding  that TIC is relying upon
such representations and warranties in entering into this Agreement:

                       (a) Bridgeport is a corporation  duly organized,  validly
existing  and in good  standing  under  the laws of the  State of Utah,  and has
received all necessary approvals (shareholder,  director or otherwise) necessary
for it to execute and perform this Agreement.

                       (b) The execution and  performance  by Bridgeport of this
Agreement  will not constitute a breach or a violation of any agreement to which
Bridgeport  is a party,  or violate or breach its articles of  incorporation  or
bylaws.

                Assignment or Transfer. It shall be a condition to the transfer,
assignment or delegation by Bridgeport of any of its rights or obligations under
this  Agreement  that the  transferee  possess  (in TIC's sole  discretion)  the
requisite skills, experience and knowledge to perform the

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Services  hereunder  and  that the  transferee  agree to  execute  an  agreement
substantially  in the form of this  Agreement.  This Agreement  shall be binding
upon any  successor  or  assignee  of TIC, or upon any  permitted  successor  or
assignee of Bridgeport.

                Default.  Should default occur in the  performance of any of the
obligations set forth in this Agreement, the defaulting party shall, in addition
to any damages  which may result from that  default,  pay to the  non-defaulting
party  the  costs,   including  reasonable   attorneys'  fees  incurred  by  the
non-defaulting  party in  curing  such  default  or in  enforcing  the terms and
conditions of this Agreement.

                 Headings. The headings for the paragraphs of this Agreement are
inserted for convenience only and are not part of this Agreement.

                Severability.  Any  provision  hereof  which may be  invalid  or
unenforceable  under any applicable law or regulation shall be reformed so as to
be enforceable  and so as to effectuate,  to the maximum  extent  possible,  the
intent of the parties  hereunder.  Any  invalidity  or  unenforceability  of any
provision  hereunder  shall not  invalidate  the  remaining  provisions  of this
Agreement.

                Governing  Law.  The  validity,  construction,  enforcement  and
effect of this Agreement shall be governed by the laws of the State of Utah. The
parties hereto  specifically submit to the jurisdiction of the state and federal
courts  for the State of Utah with  respect  to all  questions  relating  to the
construction  and  enforcement of this Agreement and to the  adjudication of any
and all claims arising out of this Agreement.

                Integration.   This  Agreement  contains  the  entire  agreement
between the parties with respect to the subject matter hereof and supersedes all
previous written or oral  negotiations,  commitments or writings,  and cannot be
altered or otherwise  amended except pursuant to an instrument in writing signed
by each of the parties hereto.

              IN WITNESS  WHEREOF,  the parties execute this Agreement as of the
day and date first noted above.


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                                                 BRIDGEPORT FINANCIAL, INC.

                                                 By:/s/ George D'Ambrosio
                                                 Its:Chairman


                                                 TELECOM INVESTMENT CORPORATION

                                                 By:/s/ Emanuel A. Floor
                                                 Its:Vice President & Secretary


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