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                                 Exhibit 10.03
                     Agreement for Desgin, Supply of Plant


                                                   CHANGE ORDER

    Change Order Date: November 3O, 1998                     Change Order No. 02
    Contractor:  Telesource CNMI, Inc.           CUC Contract No. CUC-PG-97-CO57

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

                      This  CHANGE  ORDER  NO.02  is  made in  reference  to the
              AGREEMENT  FOR  DESIGN,  SUPPLY  OF PLANT AND  EQUIPMENT,  PRIVATE
              CONSTRUCTION, MAINTENANCE AND OPERATION, AND TRANSFER OF OWNERSHIP
              (Contract No.  CUC-PG-97-COS7)  effective as of September 17, 1997
              between the COMMONWEALTH UTILITES CORPORATION and TELESOURCE CNMI,
              INC.  (the  "Original  Agreement").  To the  extent  the terms and
              conditions  of the Original  Agreement  and Change Order No. 1 are
              not in conflict with the terms and conditions of this Change Order
              No. 2 the provisions of both the Original Agreement,  Change Order
              No. 1 and this Change Order No. 2 shall together  hereafter govern
              the rights and obligations of the parties.


                                                     RECITALS


               A The parties to the  Original  Agreement  desire to  implement a
               more detailed procedure for submission and review of the drawings
               and technical specifications used in the performance of the Work,
               including a procedure to  facilitate  communications  between CUC
               and the  Contractor  in the event that there is a need to clarify
               the  technical  portions of the Original  Agreement or any change
               order issued thereunder.


               B. The parties further desire to amend and clarify Paragraph 11.2
               of the Original  Contract,  which sets forth CUC rights regarding
               the review, comment and approval of all Drawings.


                                                     AGREEMENT

               1. Definitions.  Unless  otherwise  defined,  all capitalized
                  terms used in this Change Order No. 2 are defined in the
                  Original Agreement and are used herein as so defined.

               2.  Reference  to  Paragraph  11.2.  Reference  is hereby made to
                   Paragraph 11.2 of the Original Agreement, which states in its
                   entirety:

                      11.2)  Before  starting  certain  Work  identified  in any
                      Drawing.  Contractor  may submit  such  Drawing to CUC for
                      review. CUC shall respond within five (5) Business Days of


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                      actual  receipt by CUC of the  Drawing.  After such review
                      CUC  shall  return  one  copy  of  each  such  Drawing  to
                      Contractor marked "Reviewed",  "Reviewed with Comments" or
                      "Comments" as appropriate and with sufficient  explanation
                      to enable  Contractor  to Determine the basis for any such
                      comments.  Contractor may proceed to implementation in the
                      case of Drawings marked  "Reviewed".  Such Drawings marked
                      "Reviewed with Comments" may be corrected by Contractor as
                      appropriate but need not be re-submitted to CUC.  Drawings
                      marked  "Comments"  shall be corrected by  Contractor  and
                      re-submitted  to CUC. CUC, in reviewing  such  resubmitted
                      Drawings shall be limited to review of matters  related to
                      or affected by the  previous  "Comments".  If CUC does not
                      respond within five (5) Business Days of Actual receipt of
                      a Drawing by CUC,  Contractor  shall proceed as though CUC
                      has no  comments  and CUC be deemed to have  returned  the
                      Drawing to Contractor marked "Reviewed".

                                       CLARIFICATION OF GENERAL PROVISIONS

              3.  Amendment to Paragraph  11.2.  Paragraph  11.2 of the Original
                  Agreement,   is  hereby   replaced  in  its  entirety  by  the
                  following:
                11.2)              Review of Drawings and Specifications.

                       11.2.1)  Submittals.  Before starting the Work identified
                       in  any  Drawing  or  technical   Specification  (each  a
                       "Submittal"), Contractor shall submit three (3) copies of
                       such  Submittal  to the CUC  Project  Manager for review.
                       Submittals  shall be delivered to the CUC Project Manager
                       in a timely  fashion so as to allow time for  review,  as
                       set forth in Section 11.2.3) below,  without impeding the
                       progress of the Work.

                       11.2.2) Form of Submittal.  Each Submittal  shall clearly
                       identify the following, as appropriate:

                                   a)  Date of submission and dates of any
                                       previous submissions.
                                   b)  Project title and number.
                                   c)  Contact identification.
                                   d)  Names of Contractor, Supplier and
                                       Manufacturer.
                                   e)  Identification of product, with
                                       Specification section number.
                                   f)  Field dimensions, clearly identified as
                                       such.
                                   g)  Relation to adjacent or critical features
                                       of the Work or materials.
                                   h)  Applicable  standards,  such  as  ASTM or
                                       federal specification numbers.
                                   i)  Identification of deviations from the
                                       Scope of Work.
                                   j)  Identification of revisions on
                                       resubmittal.
                                   k)  A blank space for the  Contractor and CUC
                                       Project Manager stamps.
                                   l)  Contractor  shall  initial  or sign  each
                                       Submittal,  and by  so-doing  he shall be
                                       deemed  to have  represented  to CUC that
                                       Contractor  has  either   determined  and
                                       verified all quantities,




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                                       dimensions,  field construction criteria,
                                       materials,  catalog  number,  and similar
                                       data, or assumes full  responsibility for
                                       doing so and has reviewed or  coordinated
                                       each Submittal with the  requirements  of
                                       the Scope of Work.

                                   m)  If the Scope of Work includes performance
                                       specifications  stating  required results
                                       which   can  be   verified   as   meeting
                                       stipulated  criteria,   so  that  further
                                       detailed  design  by  Contract  prior  to
                                       fabrication is necessary,  such Submittal
                                       must  be  prepared  under  the  seal of a
                                       professional  engineer  registered in the
                                       appropriate  jurisdiction  and  contain a
                                       certification in a form  substantially as
                                       follows:
                                           "I hereby certify that this Submittal
                                           was prepared by me or under my direct
                                           personal  supervision  or that I have
                                           personally  reviewed  this  Submittal
                                           which was  prepared by others,  and I
                                           accept    responsibility    for   the
                                           adequacy of the Submittal to meet the
                                           criteria  stipulated  in the Scope of
                                           Work to the same  degree that I would
                                           If I had prepared it, and that I am a
                                           duly     registered      professional
                                           engineer,   under  the  laws  of  the
                                           Commonwealth of the Northern  Mariana
                                           Islands,  and that I am  competent to
                                           prepare or review this Submittal."

                       11.2.3) CUC  Review.  CUC shall  respond  within ten (10)
                       Business Days of actual  receipt by CUC of the Submittal.
                       CUC's review shall be limited to the Submittal's  general
                       conformance  to  the  design  concept  of the  Plant  and
                       compliance  with  information  set  forth in the Scope of
                       Work.  CUC  review  shall not  extend to means,  methods,
                       sequences, techniques or procedures of construction or to
                       safety  precautions or programs incident thereto.  Review
                       of a separate item as such will not indicate  approval of
                       the  assembly  in which the item  functions.  After  such
                       review CUC shall  return one copy of each such Drawing to
                       Contractor marked  "Reviewed",  "Reviewed with Comments",
                       "Comments"  or  "Returned"   as   appropriate   and  with
                       sufficient  explanation to enable Contractor to Determine
                       the basis for any such designation.

                           11.2.3.1)       "Reviewed".     Submittals     marked
                                           "Reviewed" has been designated by CUC
                                           to be in  conformance  to the  design
                                           concept  of the  Plant  and  Scope of
                                           Work.   Contractor   may  proceed  to
                                           implementation   in   the   case   of
                                           "Reviewed" Submittals.

                           11.2.3.2)       "Reviewed with Comments".  Submittals
                                           marked  "Reviewed with Comments" have
                                           been reviewed by CCC and appear to be
                                           in  conformance to the design concept
                                           of  the  Plant  and  Scope  of  Work,
                                           except  as noted  by the CCC  Project
                                           Manager.  Contractor may proceed with
                                           the  implementation  in the  case  of
                                           Submittals  "Reviewed  with Comments"
                                           with    the     modifications     and
                                           corrections  as  indicate  by the CUC
                                           Project Manager. Submittals "Reviewed
                                           with    Comments"    need    not   be
                                           resubmitted to CUC.



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                           11.2.3.3)       "Comments".  Submittals  marked
                                           "Comments" have been reviewed by CUC
                                           and appear to fail to conform  to the
                                           design  concept of the Plant and
                                           Scope of Work.  The  Contractor
                                           shall not  implement the Work related
                                           to such "Returned"  Submittals,  but
                                           shall cure the  defects and  resubmit
                                           such Submittal  for CUC  review  in
                                           the  same  manner  as set  forth  in
                                           this Section  11.2).  All  changes
                                           from  the  previous  submittal  shall
                                           be clearly  identified by Contractor.
                                           CUC, in reviewing such  resubmittals
                                           shall be  limited to review of
                                           matters  related  to or  affected  by
                                           the previous "Comments".

                           11.2.3.4)       "Returned".     Submittals     marked
                                           "Returned" have not been reviewed due
                                           to a  defect  in  the  form  required
                                           under   Section    11.2.2)   or   are
                                           substantially  contrary to the design
                                           concept  of the  Plant  and  Scope of
                                           Work.   The   Contractor   shall  not
                                           implement  the Work  related  to such
                                           "Returned" Submittals, but shall cure
                                           the   defects   and   resubmit   such
                                           Submittal   for   CUC   review,    if
                                           required.

                           11.2.3.5)       CUC's Failure to Respond. If CUC does
                                           not respond  within ten (10) Business
                                           Days of Actual receipt of a Submittal
                                           by CUC, or before the  expiration  of
                                           any  extension  thereof,   Contractor
                                           shall  proceed  as though  CUC has no
                                           comments  and CUC  shall be deemed to
                                           have   returned   the   Submittal  to
                                           Contractor marked "Reviewed".

                       11.2.4)   Request   for   Extension.   For   good   cause
                       demonstrated  by CUC,  Contractor  shall  grant,  and CUC
                       shall be entitled  to, one (1)  extension  of  reasonable
                       length to the  response  period  set  forth in  Paragraph
                       11.2.3),  above,  the  length  of  such  extension  to be
                       mutually  agreed  upon by the  parties  on a case by case
                       basis;  provided CUC shall have  requested such extension
                       in writing  within  the  original  ten (10) day  response
                       period;  and provided  further that  Contractor  shall be
                       entitled  to a  Change  Order  under  Section  5  of  the
                       Original Agreement, equitably adjusting the Contract Term
                       and/or  Price  to  reflect  any  delays  caused  by CUC's
                       failure  to  respond  within  the  original  ten (10) day
                       response period.

                       1125)  Deviations.  CUC's review of Submittals under this
                       Section  11.2)  shall  not  relieve  Contractor  from its
                       responsibility  for any deviations from the Scope of Work
                       unless Contractor has, in writing, called the CUC Project
                       Manager's  attention  to the  deviation  at the  time  of
                       submission,  and the CUC  Project  Manager  has given his
                       written concurrence to such deviation through a change in
                       the Scope of Work  evidenced by a Change  Order  executed
                       under  Section 5 of the Original  Agreement.  CUC consent
                       under this Section  11.2.5) shall not relieve  Contractor
                       from  its  responsibility  for  errors  or  omissions  in
                       Submittals.

                       11.2.1) Work in Progress. All Submittals under which Work
                       is currently on-going as of the date of this Change Order
                       No. 2 shall be deemed to be



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                       marked "Reviewed". All other Submittals,  including those
                       Submittals related to Change Order No. 1 shall be subject
                       to the amended review procedures of this Section 11.2).

               4.  Procedure    for    Clarifying    Drawings   and    Technical
                   Specifications. Paragraph 11.3 shall be added to the Original
                   Agreement   setting   forth  the   procedure   for  obtaining
                   clarifications  to the Drawings and technical  Specifications
                   as follows:

                      11.3) Requests for Information.

                      11.3.1) RFI Procedure.  In the event  Contractor  requires
                      technical  or other  information  from CUC relating to the
                      Work, he may request such  information  from CUC through a
                      "Request  For  Information".  CUC  shall  respond  to  all
                      Requests For Information  within ten (10) Business Days of
                      their  receipt,  including  in their  response  all detail
                      necessary for the completion of the Work.

                       11.3.2)  Contractor  Action.  Responses  to Requests  for
                       Information which do not involve a change in the Contract
                       Price or Term, and which are consistent  with the overall
                       intent of the Original Agreement including the provisions
                       of Change Order No. 1, shall be  preformed by  Contractor
                       without additional claim or charge.

                       11.3.3)  Change  Orders.  In the event any  response to a
                       Request  for   Information   necessitates   a  change  or
                       adjustment in the Work, other than a change under Section
                       11.3.2,  above,  Contractor  shall be  entitled  a Change
                       Order  which   references  the  applicable   Request  for
                       Information and adjusts the Contract Price and/or Term in
                       accordance with Section 5 of the Original Agreement.

                       11.3.4) CUC's Failure to Respond. If CUC does not respond
                       within ten (10)  Business  Days of Actual  receipt of the
                       Request for  Information  by CUC,  unless an extension is
                       granted under the same procedure as provided in Paragraph
                       11.2.4,  above,  Contractor shall be entitled to a Change
                       Order under  Section 5 of the original  Agreement,  which
                       makes an equitable adjustment to the Contract Term and/or
                       Price to reflect  any delays  caused by CUC's  failure to
                       act.




                                       (This space intentionally left blank]




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                       IN WITNESS WHEREOF, the parties have executed this Change
               Order No.2 as of the date(s) set for the below.


               Procurement and Supply

                       I hereby certify that to the best of my  information  and
               belief  this  Change  Order  is  in   compliance   with  the  CUC
               Procurement  Regulations,  is for a public purpose,  and does not
               waste or abuse public funds.

              /s/ Mariano DLG. Fajardo                    Date:    12/4/98
              ------------------------------             -----------------------
              ------------------------------             -----------------------
                                        Mariano DLG. Fajardo
                               Manager, Procurement & Supply


               Commonwealth Utilities Corporation Comptroller

                       I  hereby  certify  that  there  are   sufficient   funds
               available for the execution of this Change Order.

               /s/ Yenny Tom                               Date:    12/3/98
               ------------------------------             ----------------------
               ------------------------------             ----------------------
                                                   Yenny Tom
                                                 Comptroller


               Attorney General

                       I  hereby   certify  that  this  Change  Order  has  been
               numbered, reviewed and approved as to form and legal capacity.

              /s/ William J. Ohile for Maya B. Kara       Date:    12/3/98
              ------------------------------------       -----------------------
              ------------------------------------       -----------------------
                                                Maya B. Kara
                                   Attorney General (Acting)





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               Commonwealth Utilities Corporation

              /s/ Timothy P. Villagomez                   Date:    12/3/98
              -------------------------             ----------------------------
              -------------------------             ----------------------------
                                       Timothy P. Villagomez
                                          Executive Director

             /s/ Juan S. Dela Cruz                       Date:    12/3/98
             --------------------------             ----------------------------
             --------------------------             ----------------------------
                                           Juan S. Dela Cruz
                                Chairman, Board of Directors


               Commonwealth Development Authority

              /s/ Juan S. Tenorio                         Date:    12/9/98
              --------------------------             --------------------------
              --------------------------             --------------------------
                                             Juan S. Tenorio
                                Chairman, Board of Directors


               Telesource CNMI, Inc.

                       On behalf of Telesource CNMI, Inc., I represent that I am
               authorized  to bind  Telesource  CNMI  Inc.  to the terms of this
               Change  Order,  and by my  signature  I do so hereby  accept  for
               Telesource,  CNMI,  Inc., and bind Telesource  CNMI, Inc. to, the
               terms of this Change Order.  I further  represent for  Telesource
               CNMI, Inc. that no person  associated with Telesource  CNMI, Inc.
               has retained any person in violation of Section  6-205 of the CUC
               Procurement Regulations.


               /s/ Khajarour S. Semikian                   Date:    11/30/98
               --------------------------             --------------------------
               --------------------------             --------------------------
                                       Khajadour S. Semikian
                                                   President


--------------------------------------------------------------------------------
                                CERTIFICATION OF CONTRACT COMPLETION

                       I hereby certify that this contract bears all signatures
and is therefore complete.


             /s/ Mariano DLG. Fajardo                    Date:    12/10/98
             -------------------------             -----------------------------
             -------------------------             -----------------------------
                                        Mariano DLG. Fajardo
                               Manager, Procurement & Supply





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