Exhibit 10.10
                     Note agreement with Kuwait

                                      375
<PAGE>



[GRAPHIC OMITTED][GRAPHIC OMITTED]

                                       Commercial Bank of Kuwait

                                               FACILITY(S) CONTRACT

This contract is concluded on 20/08/98 between:

1-The:            COMMERCIAL BANK OF KUWAIT
                  ------------------- -----------------------------------------
                              First Party: The Bank
                  ------------------- ------------------------------------------
   Address:       P.O BOX 2861, SAFAT 13029, KUWAIT
2-Mr/Messrs:      TELESOURCE CNMI INC.
                  ------------------- ------------------------------------------
                           Second Party: The Customer
                  ------------------- ------------------------------------------
   Address:       P.O. Box 3065, SAFAT 13031, KUWAIT
                  ------------------- ------------------------------------------

Both being fully eligible to agree and enter into contract agreed as follows:

Item 1: Description of Facilities & Limits

The Bank hereby agrees to offer accommodation and banking facilities to the
Customer unto the limit of KB $  25,000,000.00
$ TWENTY FIVE MILLION                                       ) and an amount of
-                          for foreign exchange
trading( ________________________ ) on his Account No. 01-11-01670-5
with ________________________________ Branch and
--------------------------------------------------------------------------------
subject to the conditions stated below:
Types of Facilities
1.  LOAN                for $25,000,000/     maximum to be used for a period
of_________________________ at          3    % p.a.
   IN ADDITION TO 3/6 MONTH LIBOR_______________________________________________
2.                             for                           maximum to be used
for a period of_________________________ at
% p.a.
    ----------------------------------------------------------------------------
3.                             for                           maximum to be used
for a period of_________________________ at
% p.a.
    ----------------------------------------------------------------------------
4.                             for                           maximum to be used
for a period of_________________________ at
% p.a.
    ----------------------------------------------------------------------------
5.                             for                           maximum to be used
for a period of_________________________ at
% p.a.
    ---------------------------------------------------------------------------
6.                             for                           maximum to be used
for a period of_________________________ at
% p.a.
    ----------------------------------------------------------------------------
7.                             for                           maximum to be used
for a period of_________________________ at
% p.a.
    ---------------------------------------------------------------------------
8.                             for                           maximum to be used
for a period of_________________________ at
% p.a.
    ----------------------------------------------------------------------------

Item 2 : Purpose of Facilities
The Customer shall use the facilities subject of this Contract for the purpose
provided for i.e. FINANCE CONSTRUCTION OF
POWER GENERATION STATION________________________________________________________
Item 3: Period of Facilities
1. The facilities subject of this contract shall become operative
on            /                  /                and
shall fall due for repayment on
    /      /     without prejudice to the validity of this contract and the
enforceability of all the provisions herein
contained upon the
 Customer until the full satisfaction of all his obligations  hereunder.  2. The
Bank may renew this contract upon its expiry date for further similar  period(s)
unless the Customer  notifies the Bank otherwise one month at least prior to the
expiry date. In the event at renewal, this contract shall remain valid and fully
binding  upon the Customer  until such date when he fulfils all his  obligations
hereunder without  prejudice to the authorities  granted to the Bank under items
(4) and (7)  hereof  and its right to take the  necessary  action to obtain  its
entire  rights.  3.The  Bank is  entitled  at any time to cease  or  cancel  the
accommodation  and facilities  hereby granted to the Customer and to require the
immediate payment of all outstanding  amounts related thereto without indicating
the  reasons or giving  notice or warning  or the  Customer  having the right to
oppose thereto,  in such event,  sit the rights at the Bank towards the Customer
shall fall due and become  immediately  payable  without any notice,  warning or
judicial judgment or any other legal proceeding, whatsoever. Item 4:Interests 1.
The Bank will charge to the daily  balance of any overdrawn  account  related to
the aforesaid  facilities the interest rate hereby  specified in accordance with
the Bank's usual practice, in the event that the daily overdrawn balances exceed
the KD cash limits agreed on hereunder, the Bank may calculate interest based on
the maximum limit of the contractual interest rate specified by the Central Bank
of Kuwait being on that date % p.s. or the rate to be specified,  in future,  by
the Central Bank of Kuwait,  whichever higher. In respect of the daily overdrawn
foreign currency balances where the Customer exceed the agreed limits,  interest
shall be at the rate of % p.a. over the rate stated in item (1) above.  Interest
shall be  calculated  tram the date on which the facility  limits were  exceeded
until  lull  settlement  without  prejudice  to the  Bank's  right  to take  the
necessary action to recover the excess amount plus accrued interests.

                                      376
<PAGE>


2. Interests  calculated in accordance with the preceding paragraph shall become
payable and charged to the Customer's  account  quarterly/semi-annually/annually
as per the applicable banking regulations without prejudice to the conditions of
the loan(s) stated in paragraph(2) of item (6) below. 3. It is explicitly agreed
that the Bank shall not pay any Interest to the Customer on the credit  balances
of his accounts on which these  facilities have been granted.  4. Throughout the
validity of this contract, the Bank shall reserve the right to amend or increase
the agreed Interest rare In respect of the accommodation and facilities  subject
of this contract at any time  particularly in any of the following events: A. if
the  proceeds  of foreign  exchange  trading  operations  were  credited  to the
Customers  account.  B.  If  any  amount  owing  from  the  Customer  from  loan
installments,  value of  promissory  notes.  bearer  bonds,  bills of lading and
others plus accrued  interests were,  charged to his account.  C. lf the amounts
resulting from the Customer's  usage of credit and ATM cards were charged to his
account D. If the maximum limit of the  contractual  interest rates specified by
the Central Bank of Kuwait has been increased. The revised Interest rate becomes
operative  from the date  specified by the Bank and advised to the Customer,  in
any form,  including the interest  debit advice.  5. The Bank may, in respect of
any amounts which the Customer  defaults the timely payment  thereof,  calculate
delay interest based on the maximum  contractual  interest rate specified by the
Central  Bank of  Kuwait  on the  date  of such  default  or the  maximum  limit
specified  throughout this contract whichever higher. Delay interest for foreign
currencies  shall be calculated at % p.a. over the interest rate herein  stated.
Calculation  of delay  interest shall be in the same manner as applicable to the
contractual  interest rate  stipulated  above in accordance  with the applicable
banking practice  without  prejudice to the Bank's right to stop or cancel these
facilities  pursuant Item 7 hereof. Item 5: Commissions Without prejudice to the
other  items  herein  stated,  the  Bank  charges  a  front-end  commitment  fee
(commitment Interest) at % pa. on the entire amounts of the overdraft facilities
granted  hereunder.  The Bank shall also charge on the non-cash  facilities  the
commissions  specified in accordance  with the banking  rules  applicable in the
Bank and the Customer acknowledges his full agreement thereto. These commissions
shall  be  charged  In  advance  upon the  utilization  and  extension  of these
facilities from the date of such utilization up to the expiry date.
Item 6: Repayment
1. The Customer  undertakes to repay the  outstanding  debt balance,  interests,
commissions  and expenses  owing from him  hereunder on the due date pursuant to
the provisions of this contract without prejudice to the following  paragraph of
this item. 2. The Customer shall settle the loan (a) covered by these facilities
amounting    to   KD   $    25,000,000/    --    ($    TWENTY    FIVE    MILLION
ONLY____________________________________________________________________________
in the  following  manner or according to the attached  payment  schedule  which
forms      an      integral      part      hereof:      In      lump      sum/by
______________________________installments          for         KD          each
(________________________________________  _____________  The first  installment
shall fall due on / / and the last installment for KD  ________________ ( ) on /
/ . Interests  are payable on a monthly basis or  _____________________.  3. The
Bank may claim the Customer for any  difference In exchange rates in addition to
expenses,  compensations  and others  incurred  as a result of being  granted or
utilizing the  facilities  subject of this  contract The Bank may,  inrespect of
entering into foreign currency  forward sale contracts,  also decide at any time
to cancel this type of facility and claim the Customer to pay the  difference in
exchange  rates in addition  to related  expenses,  compensations  and any other
dues. Item 7: Default If the Customer  defaults the timely payment of any amount
or the satisfaction of any other obligation hereunder,  whatsoever, the Bank may
cease or cancel the accommodation and facilities subject of this contact without
notice or  warning  or any other  action,  taking  into  consideration  that all
amounts incurred  hereunder and owing from the Customer shall become immediately
payable  and the Bank may charge  delay  interests  on the  outstanding  amounts
pursuant  to Item (4) above.  Item 8:  Acknowledgement  of Account  Balance  The
Customer  acknowledges that the balance of his account(s) No. 01-11-01670-5 with
the Bank is in  debit/credit  for KD $ 3,086.96 ($ THREE  THOUSAND  EIGHTY SIX &
CENTS 96) on 19 / 08 / 98 plus interest accrued on the said overdrawn balance as
of / / . Item 9: Bank Books & Entries The Customer  acknowledges the correctness
of the Bank's books and accounts which he accepts as conclusive  evidence of his
obligations  hereunder.  He may not oppose to their  correctness  in any manner,
whatsoever,  and waives his right to request the  auditing of the Bank's  books,
accounts and entries under these obligations by force of a court order. Item 10:
Acknowledgement  of  Account  Statements  1. In the event  that the Bank had not
received a written  objection  from the  Customer as to the  correctness  of the
account statement within 15 days from the date such statement has been forwarded
to him by ordinary mail It shall be deemed as an  acknowledgement on his part of
the correctness of the details contained In this statement and a final agreement
to ail the entries  therein  contained.  2. If the Customer had not received the
account  statement  within 15 days from the date of  despatch  (quarterly  or as
agreed) and had not requested the Bank for same in writing  within one week from
that date, he may not oppose  against not having  received it nor to the entries
therein  contained  in any  manner,  whatsoever.  Item 11:  Non  Assignment  The
Customer  may not assign or waive his  obligations  hereunder In favor of others
without the Bank's prior approval in writing.

Item 12: Other Conditions & Provisions
1. All types of accounts,  whatsoever, opened and existing in the Customers name
& to be  opened  in his name in  future  with  the  Bank or any of Its  branches
whether In Kuwait or abroad shall be deemed as securing  each other,  regardless
of their  titles.  The  Bank  may  combine  or  consolidate  all or any of these
accounts or apply the credit  balance in any of them to set off a debit  balance
in  another or freeze the  credit  balance  In any of these  accounts  until the
Customer  fulfills all his  obligations  towards the Bank.  The  Customer  shall
authorize the Bank to effect any set-off  debit the credit  balance and make any
entries,  settlements or transfers in any accounts  existing at present or to be
opened in the  Customers  name  with any of the  Batik's  branches  in Kuwait or
abroad. 2. All monies, securities, commercial papers, precious metals, goods and
other rights, whatsoever, registered or deposited at present or to be registered
or  deposited  in  future  in the  Customers  name  with  the Bank or any of its
branches in Kuwait or abroad are deemed as  possessorily  mortgaged  in favor of
the Bank  against  all the  obligations  towards  the Bank  without  the need to
acknowledge  same  The Bank  may  recover  Its  debt  directly  from the  monies
mentioned  above by priority  set-off  and  precedence  over any other  creditor
without any notice, warning or legs proceeding.  The Customer undertakes to sign
end execute alt  transfers,  assignments  mortgages,  powers of attorney and any
other  documents  which the Bank may require for  perfecting the Bank's title to
any  securities  subject of this contract.  The Customer  authorizes the Bank to
sign  on his  behalf  in  respect  of any  action  required  to  finalize  these
documents.



                                      377
<PAGE>



3. The Customer  undertakes  to provide the Bank within 3 months from the end of
the fiscal year with his annual  balance  sheet duly  examined by an  authorized
auditor with his networth declaration on a semi-annual or annual basis as may be
determined by the Bank at its sole discretion  together with full reports on his
financial  status in the  forthcoming  stage.  He also undertakes to satisfy any
queries  made  by  the  Bank  it  this  respect  substantiated  with  evidencing
documents.  Item 13: Indulgence The customer acknowledges that any indulgence on
part of the Bank in respect of the limits,  terms or due dates of the facilities
hereby  granted shall not affect the binding  effect of all the  conditions  and
provisions of this  contract  upon the customer.  Indulgence on part of the Bank
shall not be deemed a waiver of any of its  rights  nor shall it  diminish  such
rights.   Item  14:  Selected  Domicile  The  Customer   acknowledges  that  all
correspondence,  account statements, legal and judicial notices forwarded to him
by the Bank to his address  stated  herein or to the  address  last known to the
Bank In a  registered  letter  with  acknowledgement  of receipt are correct and
binding upon him and producing an legal  effects.  Any change in the  Customer's
address  becomes  effective  only from the date of  receiving an advice from the
Customer on changing this address.  Item 15: Law & Judicial  Jurisdiction:  This
contract shall be subject to the provisions of the laws  applicable in the State
of Kuwait. The Arabic version shall be deemed as the legally binding text in the
event of dispute. The courts of Kuwait City shall have the sole jurisdiction for
any legal disputes arising hereunder.


       First Party       Second Party    TELESOURCE CNMI INC.

                         Name: K.J. SEMIKIAN  Signature:/s/ K. J. Semikian______

                         Name:____________________ Signature:___________________

                         Name:____________________ Signature: __________________

                         Name:____________________ Signature:___________________

                                             Loan Installment Repayment Schedule
<TABLE>
<CAPTION>

 Installment Amount (          )        Due Date                       Installment Amount  (       )       Due Date
<S><C>                              <C>                                <C>                                <C>


   IN LUMP SUM,                     36 MONTHS
   ----------------------------     --------------------------         ---------------------              --------------------
   ----------------------------     --------------------------         ---------------------              --------------------
   AFTER DATE OF                    LAST DRAW
   ----------------------------     --------------------------         ---------------------              --------------------
   ----------------------------     --------------------------         ---------------------              --------------------
   DOWN
   ----------------------------     --------------------------         ---------------------              --------------------
   ----------------------------     --------------------------         ---------------------              --------------------

   ----------------------------     --------------------------         ---------------------              --------------------
   ----------------------------     --------------------------         ---------------------              --------------------

   ----------------------------     --------------------------         ---------------------              --------------------
   ----------------------------     --------------------------         ---------------------              --------------------

   ----------------------------     --------------------------         ---------------------              --------------------
   ----------------------------     --------------------------         ---------------------              --------------------

   ----------------------------     --------------------------         ---------------------              --------------------
   ----------------------------     --------------------------         ---------------------              --------------------

   ----------------------------     --------------------------         ---------------------             --------------------
   ----------------------------     --------------------------         ---------------------             --------------------

   ----------------------------     --------------------------         ---------------------             --------------------
</TABLE>


Name:___________________________           Signature: __________________________
Name:___________________________           Signature: __________________________
Name:___________________________           Signature: __________________________
Name:___________________________           Signature: __________________________



                                      378
<PAGE>




                                                     Acknowledgement of
                                        Irrevocable Joint and Several Guarantee

      We have reviewed the conditions  and  provisions of the Facility  Contract
      dated 20/08/98 signed between the Commercial  Bank of Kuwait  (hereinafter
      referred to as the  "Bank") and its  customer  mr/Messrs  TELESOURCE  CNMI
      INC.__________________________________
       (hereinafter referred to as the "Debtor").  We hereby acknowledge that we
       agree to be bound towards you jointly with the Debtor for all obligations
       and amounts,  whatsoever,  owing to the Bank under the above contract for
       any reason, whatsoever.  This guarantee covers all amounts charged to the
       account(s) on which the facilities  have been granted in any form and the
       overdrawn  balance  existing in the account  upon closing it or any other
       account  on which  the  facilities  are being  used.  This  guarantee  is
       continuous, unconditional and irrevocable. Under this guarantee, the Bank
       may claim us for the  outstanding  debt  balance  arising  from the above
       contract  and all related  interests,  expenses,  commissions  and others
       without us having the right to oppose thereto. Our guarantee shall remain
       valid, continuous and legally binding in the event of renewal,  extension
       or amendment of the facility  contract for any reason,  whatsoever  until
       the Bank  recovers  all its  rights  from the  guaranteed  debtor.  It is
       understood  that all  monies,  securities,  commercial  papers,  precious
       metals,  goods and other rights,  whatsoever,  registered or deposited in
       our name at  present  or to be  registered  or  deposited  in our name in
       future with the Bank or any of its branches in Kuwait or abroad guarantee
       the  fulfillment  of  our  obligations  hereunder  without  the  need  to
       acknowledge  the same.  The Bank may  recover its debt  directly  from me
       monies  mentioned above byway of priority set-off and precedence over any
       other creditor without notice,  wanting or any other action,  whatsoever,
       and without  prejudice to the Bank's right to take the necessary  actions
       to recover its rights in full. The Bank may deduct the debt guaranteed by
       us from any  accounts  open at  present  or to be  opened  in our name in
       future  with any of Its  branches  in Kuwait  abroad  without any notice,
       warning or any other action,  whatsoever. We understand that we submit to
       all the provisions  stipulated in the facility contract  mentioned above.
       We also  undertake  to  provide  the Bank  with any  statements  they may
       require  at any time on  current  financial  position  or  balance  sheet
       provided we substantiate  our responses with evidencing  documents.  This
       guarantee  shall be governed by law  applicable in Kuwait and to the sole
       jurisdiction of the Kuwaiti courts.  We accept the local  jurisdiction of
       the city courts in respect of any depute arising hereunder.




                                                       Joint Guarantor
<TABLE>
<CAPTION>


----------------------------------------------------------------- ----------------- ------------------------------------------------
                   Name of Joint Guarantor(s)                       Account No.                        Signatures
----------------------------------------------------------------- ----------------- ------------------------------------------------
<S>                                                               <C>               <C>

----------------------------------------------------------------- ----------------- ------------------------------------------------
FOUAD SAUD HAMID BEHBEHANI                                                          /s/ Fouad Saud Hamid Behbehani
----------------------------------------------------------------- ----------------- ------------------------------------------------
NASRALLAR SAUD HAMID BEHBEHANI                                                      /s/ Nasrallar Saud Hamid Behbehani
----------------------------------------------------------------- ----------------- ------------------------------------------------
SAYED HAMID BEHBEHANI & SONS CO. W.L.L.                                             /s/ Sayed Hamid Behbehani & Sons Co. W.L.L.
----------------------------------------------------------------- ----------------- ------------------------------------------------
</TABLE>


Guarantor(s) Address:

------------ ----------------- -------------------------------------------------
------------ ----------------- -------------------------------------------------


------------ ----------------- -------------------------------------------------
------------ ----------------- -------------------------------------------------


------------ ----------------- -------------------------------------------------
--------------------------------------------------------------------------------





Date:

                                      379
<PAGE>