Exhibit 10.09
                            Agreement to supply electrical items




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                  Electrical Items for Power Plant Subcontract

     Agreement made this 10th day of June,  1998,  ("Agreement")  by and between
Commsource international, Inc., a corporation formed under the laws of the State
of Illinois ("Contractor") and Wheeler Power Systems, a corporation formed under
the laws of
                     ("Subcontractor").

     Whereas  Contractor  is  supplying  items  pursuant  to a contract  between
Telesource CNMI, Inc. ("Owner") and Commonwealth  Utilities  Corporation for the
construction  of a 10 MegaWatt  Diesel Power Plant (the "Project") on the island
of Tinian in the Commonwealth of the Northern  Mariana  Islands,  which contract
includes the  Electrical  Items for Power Plant to be done under and pursuant to
this subcontract agreement (the "Work"); and

     Whereas  Subcontractor  desires  and is willing to  furnish  all  necessary
materials,  equipment and labor to provide the Electrical  Items for Power Plant
component of the Project;

     Now  therefore,  in  consideration  of the mutual  promises  and  covenants
expressed in this agreement, the Contractor and Subcontractor agree as follows:

1)   Scope of the Work.

     Subcontractor shall furnish all necessary labor, material,  supervision and
all other  services  as may be  required  to perform  all of the  necessary  and
required design, engineering,  manufacturing,  assembly, testing and fabrication
as may be required to provide the buyer with Electrical Items for Power Plant to
the  satisfaction of the Contractor and the Owner and in strict  accordance with
the specifications, drawings and documents enumerated in the attached Exhibit "A
", which  specifications,  drawings and  documents  are  incorporated  herein by
reference and hereby become an integral part of this  Agreement.  In performance
of  this  Agreement,   Subcontractor   shall  adhere  to  the  requirements  and
specifications  which relate to the equipment and services  provided pursuant to
this Agreement.  In the event of any inconsistency between the provisions of the
Exhibits and this Agreement, the provisions of this Agreement shall control.

     In particular,  but in no way limiting  Subcontractor's duties as set forth
in this  Section 1,  Subcontractor  shall  provide the  services as set forth as
follows:

1.1) Supply and Installation Of Machinery and Equipment.

         Subcontractor shall supply, install,  commission,  conduct the proof of
     performance  and hand over to Owner all items as enumerated in the attached
     Exhibit "B".

     1.1.1)   [Intentionally Deleted]




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     1.1.2)   Goods are to be shipped F.O.B.  Origin (Edelstein,  Illinois).
         Risk of loss shall be  Subcontractor's  responsibility
         until delivery to applicable F.O.B. point.

     1.1.3)  Subcontractor  understands that the maximum lifting capacity of any
         of the cranes on the ship or on the island of Tinian is forty  thousand
         (40,000) pounds. No single lift can exceed said weight.  Said weight is
         inclusive  of all  equipment,  packing,  and crating  material  and the
         weight of the container.

1.2) Shop Drawings, Submittals, Support Manuals and Certifications.

         Subcontractor  shall  furnish the  required  drawings,  submittals  and
     manuals to  Contractor  for approval  prior to use in  connection  with the
     Project.  At the time of each submission,  the Subcontractor shall give the
     Project Manager specific written notice of each variation that the drawing,
     sample,  manuals,  or certification  may have from the requirements of this
     Agreement. No review or approval of any drawing,  submittal or manual shall
     constitute  acceptance of Work not in accordance with this  Agreement,  nor
     shall it serve to release  Subcontractor  of its  obligation to perform the
     Work in accordance with this Agreement.

     1.2.1)   Shop Drawings.

         Subcontractor  shall prepare and submit to Contractor six (6) copies of
     all  working  drawings,  prints,  sepias and mylars  (including  revisions,
     addenda and  modifications)  to be used in connection with the Work,  along
     with one (1) ACAD (revision No. 14) computer diskette for each drawing. The
     data shown on the drawings  shall be complete  with respect to  quantities,
     dimensions,  specified  performance  and  design  criteria,  materials  and
     similar data to enable meaningful review by the Project Manager.


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     1.2.2)   Submittals.

         Subcontractor  shall prepare and submit six (6) representative  samples
     of all proposed  materials and  equipment to be furnished by  Subcontractor
     for use in the Work.  Detailed  specifications  of proposed  materials  and
     equipment may be submitted in lieu of actual samples only with Contractor's
     prior written  consent.  Each submittal  shall be clearly  identified as to
     material, manufacturer, supplier, trade name, model or catalog designation,
     reference standards and all other data pertinent to the use for which it is
     intended.

     1.2.3)  Support  Manuals.  Subcontractors  shall prepare and submit six (6)
     copies  (with the  equipment  to the port of  destination)  of all  owner's
     manuals, installation manuals, illustrated parts breakdowns and operations,
     maintenance and repair manuals,  spare parts schedules,  catalogs,  and any
     other data as may be requested by  Contractor in regard to the operation of
     the Work. Catalogs shall indicate the proper method of ordering spare parts
     at a later date with contact address.

     1.2.4) Test and Compliance  Certificates.  Subcontractors shall prepare and
     submit  six  (6)  copies  of  all  manufacturer's   test  certificates  and
     certificates of compliance as required for Items enumerated in the attached
     Exhibit "B". Such certificates shall be in a form acceptable to Contractor,
     shall indicate that the materials and/or equipment conform to or exceed the
     requirements  as specified by this  Agreement,  and shall be accompanied by
     supporting  reference data,  affidavits,  and additional  certifications as
     appropriate.

     1.2.5)   Packing Lists and Bills of Lading

         Subcontractor  shall  provide  three (3)  original  sets of the Packing
     List,  one  (1)  packed  with  the  shipment  and  two  (2) to  Contractor.
     Subcontractor  shall  provide three (3) original sets of Bills Of Lading to
     Contractor.

1.3) As-Built Drawings.

         Subcontractor   shall   maintain   one   (1)   set  of  all   drawings,
     specifications,  addenda,  written  amendments,  Change  Orders and written
     interpretations,  clarifications  and  annotations to show all changes made
     during  construction.  Such drawings and documents  shall be maintained and
     updated as appropriate to reflect the current "as built"  conditions of the
     Work.  Upon  completion of the Work,  these  drawings and  documents  shall
     reflect the final "as built"  condition  of the Work and six (6) sets shall
     be delivered to the Contractor.

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1.4) Quality Assurance and Quality Control Program.

         Within  thirty  (30)  days  after  the  execution  of  this  Agreement,
     Subcontractor shall prepare and deliver to Contractor,  a quality assurance
     and quality control program inclusive of all phases of the Work.

1.5) Insurance and Indemnification for Loss or Injury.

         Subcontractor  shall maintain such Public  Liability,  Property Damage,
     and  Employee's  Liability  and  Compensation  insurance  as  will  protect
     Contractor  from all risks of loss which may result in any way from any act
     or omission of  Subcontractor,  its agent,  employees,  or  subcontractors,
     including any injury to person or property during the progress of the Work,
     and from  any  claims  under  any  applicable  Workmen's  Compensation  and
     Occupational  Disease Acts. Coverage shall apply to the indemnity clause in
     Paragraph  6 below.  Prior to  commencing  performance  of any work or site
     mobilization,  Subcontractor  shall furnish Contractor with Certificates of
     Insurance as evidence of the above required insurance. Contractor and Owner
     shall be named an additional  insured on such coverage.2)  Commencement and
     Progress of the Work.

2.1) Commencement of the Work.

         Subcontractor shall commence  performance of the Work upon execution of
     this  Agreement  and shall  proceed in  accordance  with the  Delivery  and
     Completion  Schedule,  as may be adjusted  from time to time in  accordance
     with Section 2.2 and Section 2.3 of this Agreement.

2.2)                  Delivery and Completion Schedule; Monthly Status Reports.

     2.2.1)  Within  one  (1)  week  after  the  execution  of  this  Agreement,
         Subcontractor  shall prepare and deliver to Contractor a  comprehensive
         delivery  and   completion   schedule  (the  "Delivery  and  Completion
         Schedule")  in the  form of a  scheduled  bar  chart  showing  expected
         delivery  dates  of  materials  and all  relevant  activities.  Each of
         Subcontractor's  activities  shall be allocated a price, and the sum of
         these prices shall equal the total contract price.

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     2.2.2) The Delivery and Completion Schedule shall adhere and conform in all
         respects to the Critical Path Method Project Plan (the "CPM")  attached
         hereto as Exhibit  "C",  including  all future  updates and  amendments
         thereto.   Subcontractor   shall  be   responsible   for  adherence  to
         Subcontractor's  Delivery  and  Completion  Schedule,  the  CPM and the
         instructions  of  Contractor's  Project  Manager.  Subcontractor  shall
         prepare and submit a written project status report to Contractor on the
         first day of each month,  detailing  Subcontractor's  performance under
         the Delivery and Completion Schedule and the CPM.

     2.2.3)   Contractor   reserves  the  right  to  make  any   adjustment   to
         Subcontractor's  Delivery and Completion Schedule to insure suitability
         with Site conditions and conformance with the CPM.

2.3) Progress and Completion.

     2.3.1) All time limits stated in this Agreement,  including those stated in
         the associated CPM and the Delivery and Completion Schedule, are of the
         essence of this Agreement.


     2.3.2)  Contractor  may, at any time,  by written  order to  Subcontractor,
         require  the  Subcontractor  to stop  all or any part of the Work for a
         period of up to 90 days after the order is given.  Upon  receipt of the
         order,  Subcontractor  shall immediately comply with its terms and take
         all reasonable  steps to minimize the incurrence of costs  allocable to
         the Work  covered by the order.  If a stop-work  order is  subsequently
         canceled  or  expires,  Subcontractor  shall  resume  the  Work  and if
         necessary  shall be entitled to an equitable  adjustment in the time of
         performance or Contract Price or both, upon application therefore under
         Section 2.3 and/or Section 4 of this Agreement, as the case may be.

2.4) Responsibility for Progress and Completion.

     2.4.1) Subcontractor shall at all times furnish such employees,  materials,
         facilities  and  equipment and shall work such hours,  including  extra
         shifts  and  overtime  as  necessary,  to ensure  the  prosecution  and
         completion of the Work in accordance  with the CPM and the Delivery and
         Completion Schedule.

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     2.4.2)  If  the  Work  is  not  being  performed  in  accordance  with  the
         Subcontractor's  Delivery  and  Completion  Schedule,  or if it becomes
         apparent to the Contractor that the Work shall not be completed  within
         the scheduled time, Contractor shall notify Subcontractor in writing of
         such nonconformity,  at which time Subcontractor shall immediately take
         all necessary actions to improve its progress, including the following,
         at no additional cost:

         (a)      Increase the number of employees in such crafts as shall
                  regain the lost schedule progress;

         (b)      Increase  the  number of working  hours per shift,  shifts per
                  working  day,  working  days  per  week,  and  the  amount  of
                  equipment or any  combination  thereof to regain lost schedule
                  progress; and

         (c)      Expediting  shipments of  materials  and  supplies,  including
                  shipping by a method other than that originally anticipated by
                  this Agreement.

     2.4.3) In addition,  Contractor  may require  Subcontractor  to prepare and
         submit  a  recovery  schedule  in  a  form  acceptable  to  Contractor,
         demonstrating  Subcontractor's  proposed  plan to regain lost  schedule
         progress and to ensure  completion of the Work within the time required
         by the  CPM.  Subcontractor  agrees  to  bear  all  additional  charges
         incurred in executing the recovery  schedule at no  additional  cost to
         Contractor.

     2.4.4) Time is of the essence of this contract.  Inasmuch as a delay in the
         complete and total delivery of items (in condition  ready to use at the
         job site) will cause serious and substantial damage to Contractor,  and
         because it will be difficult if not  impossible  to prove the amount of
         such  damage,  Subcontractor  agrees  that  in  the  case  of  a  delay
         attributable  to  Subcontractor  in the complete and total  delivery of
         items (in condition ready to use at the job site),  Subcontractor  will
         pay  Contractor  one-quarter  of one percent of the total value of this
         order per day of such  delay as  liquidated  damages,  and it is agreed
         that such sums shall,  without  proof,  be deemed to represent  minimum
         damages  actually  sustained  by  Contractor  by reason of such  delay,
         provided,  however,  that such  provision in  reference  to  liquidated
         damages is  intended  to be, and shall be  cumulative,  and shall be in
         addition to every other remedy now or  hereafter  existing at law or in
         equity, or by statute.

     2.4.5) Subcontractor will not be liable for damages or delays due to causes
         beyond  its  reasonable  control,  provided  Subcontractor  shall  have
         notified  Contractor  and submitted a Change Order Request  pursuant to
         Section 2.3 of this Agreement.

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3)   Contract Price and Application For Payment.

3.1) Contract Price.

         Contractor  agrees to pay Subcontractor the lump sum of One Million Six
     Hundred  Twelve  Thousand  Eight Hundred Ninety Two Dollars and Eighty Four
     Cents   U.S.   (US$   1,612,892.84),   as   detailed   in  Exhibit  B,  for
     Subcontractor's  performance  of all the Work (the  "Contract  Price").  No
     additional  claims or charges will be  entertained  except as  specifically
     provided by this  Agreement.  This sum includes a two percent (2%) discount
     offered  because of wire  transfer  of funds and because no  provision  for
     retention of funds has been made.

3.2) Application for Payment.

         3.2.1)   Materials.

                  3.2.1.1) Approved Invoice.

                                    Upon the furnished materials,  equipment and
                           supplies  being  ready to ship  from the  continental
                           United States, Subcontractor shall present Contractor
                           with an  application  for payment  accompanied by the
                           applicable   invoices,   bills  of  sale,   or  other
                           documents   evidencing   receipt  of  the  materials.
                           Contractor's   Project   Manager   shall  review  the
                           application  and  supporting  documents,   and  where
                           appropriate,  the  materials  themselves,  and  shall
                           either  approve the  application  for payment or deny
                           the   application  for  payment  stating  the  reason
                           therefore. Subcontractor warrants and guarantees that
                           title to all Work, materials and equipment covered by
                           any application for payment,  whether incorporated in
                           the Project or not,  shall pass to the Owner free and
                           clear of all liens,  charges,  security interests and
                           encumbrances no later than at the time of payment. In
                           addition,  the Subcontractor's final invoice warrants
                           that he has  obtained  a waiver of liens for all work
                           performed under the contract.

                  3.2.1.2) Time of Payment.

                                    Contractor  shall  pay   Subcontractor   one
                           hundred  percent  (100%) of the Contract Price within
                           thirty (30) days of the  Subcontractor's  application
                           for payment certifying that the Equipment is ready to
                           ship from the continental United States.





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3.3)     Place of Payments.

                  Payments shall be made via Wire Transfer to:

                           First Security Bank of Utah
                           Main at 1st South Office
                           Salt Lake City, Utah
                           Attention: Steve Kohler
                           Bank; Routing #: 124000012
                           Account #: 51 00050 10

3.4)     Intentionally Deleted.

 .3.5)    Payment Withheld.

                  Upon the occurrence of any of the following events of default,
         the Project  Manager may deny  Subcontractor's  application for payment
         and withhold payment until such event of default is cured:

     (a)      Failure to remedy a defect in the Work;

     (b)      Failure of Subcontractor to pay lower tier contractors or vendors;

     (c)      Failure to adhere to the Delivery and Completion Schedule or the
              CPM;

     (d)      Failure to perform the Work in accordance with this Agreement;

     (e)      Project Manager's  reasonable  determination  that liens or claims
              against the Subcontractor and  Subcontractor  furnished  materials
              have been filed or shall be asserted;

     (f) Project Manager's  reasonable  determination  that the Work will not be
completed within the Contract Price.

3.6) Set-Off.

         Contractor  shall be entitled at all times to set-off any amount  owing
     at any time  from  Subcontractor  to  Contractor  or any of its  affiliated
     companies  against  any  amount  payable  at  any  time  by  Contractor  in
     connection with this order.




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4)   Changes In the Work.

     Upon the instructions of the Owner,  Contractor may from time to time order
additions, deletions, deductions or revisions in the Work, including adjustments
due to performance of any part of the Work by one other than the Subcontractor.

4.1) Change Orders.

         A Change Order is a written  instrument,  issued after the execution of
     this  Agreement,  signed by the  Contractor and the  Subcontractor  stating
     their  agreement  upon a change and any  adjustment in the Work,  the price
     therefor  and  the   Subcontractors   Delivery  and  Completion   Schedule.
     Adjustments  which do not involve a change in the Contract  Price and which
     are consistent  with the overall intent of this Agreement shall be promptly
     performed by Subcontractor without additional claim or charge.

4.2) Change Order Request.

     4.2.1) Within ten (10) days of the receipt of Contractor's  proposed change
         in the Work, the Subcontractor shall submit to the Contractor a request
         for a Change Order, which shall detail information  concerning the cost
         and time adjustments,  if any, necessary to perform the proposed change
         (Change  Order  Request).  When approved by the Owner,  the  Contractor
         shall  authorize  the  adjustment  to the Work  contained in the Change
         Order  Request by  issuing a Change  Order.  Such  Change  Order  shall
         thereupon  be  incorporated  into the  Subcontractors  Development  and
         Completion Schedule.

4.3) Valuation of Change.

         The value of any work  included  in any  Change  Order or Change  Order
     Request,   which  increases  or  decreases  the  Contract  Price  shall  be
     determined  by  application  of the unit prices to  quantities of the items
     involved in accordance with the Unit Price Breakdown.


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5)   Subcontractor's Warranties; Non-Conforming Work.

5.1) Warranty.

     In addition to any warranties provided by law,  Subcontractor warrants that
     the equipment and services  provided  pursuant to this  Agreement  shall be
     free from defects in material and  workmanship.  This warranty shall remain
     in full  force  and  effect  for a period  of one (1) year from the date of
     final written acceptance of the Project by Owner.

5.2) Non-Conforming Work.

         If any of the materials or services provided by Subcontractor are found
     to be defective in  workmanship  or otherwise  not in  conformity  with the
     requirements of this Agreement, Contractor, in addition to any other rights
     which it may have under  warranties or  otherwise,  shall have the right to
     reject  and  return  such  goods or  services  at  Subcontractor's  expense
     (including Subcontractor's handling charges), or require that such articles
     or materials be corrected or replaced promptly with  satisfactory  material
     or  workmanship.  Such  equipment  and  materials  are not to be  replaced,
     however,  without  suitable  written  authorization  from  Contractor.   If
     Contractor  so rejects the goods or if  Subcontractor,  when  requested  by
     Contractor,  fails to proceed  promptly with the  replacement or correction
     thereof,  Contractor  either may  terminate  this order for  default or may
     charge  Subcontractor the cost of damages  occasioned  Contractor  thereby.
     Title to all rejected goods shall pass to Subcontractor  upon  Contractor's
     notification  to  Subcontractor  of  rejection  and all such  goods held by
     Contractor after such notification shall be held at Subcontractor's risk.

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6)   Indemnification.

6.1) Indemnification for Loss.

         If  Subcontractor  causes  damage to the Work or property of the Owner,
     the Contractor,  or any other subcontractor,  or if any claim arises out of
     Subcontractor's  performance of the Work,  Subcontractor shall act promptly
     to  remedy   such  damage   and/or   attempt  to  settle  any  such  claim.
     Subcontractor  shall  have the  right  to  timely  repair  or  replace  any
     defective  items  before  any  field  charges  occur.  Subcontractor  shall
     indemnify  Contractor against all loss which may result in any way from any
     act or omission of Subcontractor,  its agent, employees, or subcontractors,
     including  any injury to person or  property  during the  progress  of such
     work,  except to the extent that any such injury is due solely and directly
     to Contractor's or Owner's negligence as the case may be.




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6.2) Patent Indemnity.

     6.2.1)  Subcontractor  shall  handle  all  claims  and  defend  any suit or
         proceeding  brought  against  Contractor or its  customers  (which term
         throughout  this order  shall  include  without  limitation  the Owner,
         Contractor's lessees, bailees, transferees and assigns) so far as based
         on any claim that the  manufacture  or  furnishing  of goods under this
         order, or the use or sale of such goods constitutes infringement of any
         patent of any  country.  If  notified  promptly  in writing  and giving
         information, assistance and such authority as is afforded by applicable
         laws,  rules, or regulations for the handling or defense of such claim,
         suit or proceeding (all at Subcontractor's  expense); and Subcontractor
         shall indemnify and save Contractor and its customers harmless from and
         against any expense or liability,  including  costs and damages arising
         out of such claim, suit or proceeding. In case said goods are enjoined,
         Subcontractor  shall,  at its  own  expense  and  option,  procure  for
         Contractor and its customers the right to continue using said goods, or
         modify them so they become non-infringing, or with the written approval
         of Contractor,  remove said goods and refund the purchase price and the
         transportation  and  installation  costs thereof.  The foregoing patent
         indemnity and warranty obligations shall be inapplicable: (a) where the
         alleged   infringement   results  from  detail   designs   supplied  by
         Contractor,  unless goods  embodying  such designs are normally sold or
         advertised  for sale to others by  Subcontractor,  or (b) to the extent
         that a suit based on said  infringement  claim may be  maintained  only
         against the U.S. Government and Contractor has not indemnified the U.S.
         Government.

     6.2.2) The above patent  warranty and indemnity  obligations are in lieu of
         all other patent warranties and indemnities  whatsoever,  whether oral,
         written, express or implied.

7) Title and Risk of Loss.

7.1)     Drawings and Specifications.

     7.1.1)The  Subcontractor  has been  furnished  the  documents  set forth in
         Exhibit "A". Additional copies shall be furnished upon request.

     7.1.2)  All  specifications,   drawings,  technical  information  and  data
         furnished by Contractor  to  Subcontractor  hereunder  shall remain the
         property of the  Contractor.  None shall be copied,  duplicated  in any
         manner,  nor shall  extract  be taken  therefrom  for a purpose  of use
         unrelated to the Work without  Contractor's  advance  written  consent.
         Such documents  shall be used only in the manufacture and production of
         supplies  for  Contractor  and  shall  be  returned  to  Contractor  at
         Contractor's request.




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8)   Proprietary Information.

     Any knowledge or information concerning  Subcontractor's product,  methods,
or  manufacturing  processes  which  Subcontractor  may  disclose to  Contractor
incident to the  provision  of the Work  shall,  unless  otherwise  specifically
agreed  in  writing,  be  deemed  to  have  been  disclosed  as a  part  of  the
consideration  for this Agreement,  and  Subcontractor  agrees not to assert any
claim (other than a claim for patent infringement)  against Contractor by reason
of Contractor's use or alleged use thereof.

9)   Termination.

9.1) Termination by Contractor for Cause.

     9.1.1) Contractor  may terminate  this Agreement upon ten (10) days written
         notice to  Subcontractor  upon the  following  events of  Subcontractor
         default:

         (a)  Subcontractor  ceases to  conduct  its  operations  in the  normal
              course of business (including inability to meet its obligations as
              they mature);

         (b)  A proceeding under the bankruptcy or insolvency laws is brought by
              or against  Subcontractor,  or a receiver is  appointed or applied
              for;

         (c)  Subcontractor  makes  a  general  assignment  for the  benefit  of
creditors;

         (d)  Subcontractor   disregards   the  laws  and   regulations  of  any
              government entity having  jurisdiction over any activity performed
              in connection with the Work or this Agreement;

         (e)  Subcontractor  disregards  the  authority or  instructions  of the
Project Manager;

         (f)  Subcontractor persistently fails to perform the Work in accordance
              with this  Agreement,  including  but not limited  to,  failure to
              adhere to the Delivery and Completion Schedule or the CPM, failure
              to supply  sufficiently  skilled  workers,  and failure to provide
              conforming equipment and materials; or

         (g) Subcontractor otherwise materially breaches this Agreement.

     9.1.2) Upon  termination  for cause pursuant to this Section 9.1 Contractor
         shall be entitled to take  immediate  possession of the Work and all of
         Subcontractor's  tools, machinery and equipment at the Site or paid for
         pursuant to this Agreement but stored  elsewhere,  without liability to
         Subcontractor for trespass or conversion.




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     9.1.3) Termination  for cause pursuant to this Section 9.1 shall be without
         liability to Contractor except for payment of amounts due for materials
         and equipment  previously delivered to the Site or previously completed
         and subsequently  delivered to the Site in accordance with the terms of
         this Agreement;  provided however that such amount shall not be due and
         payable  until  completion of the Work by  substitute  performance  and
         shall be reduced by the following:

         (a)  Costs  incurred  by  Contractor  in the  performance  of the  Work
              terminated,  including  but not limited to  preparatory  expenses,
              additional    engineering   and   design    professional    costs,
              consequential  and incidental  costs, and all additional  expenses
              incurred in acquiring or undertaking substitute performance; and

         (b)  Contractor's  reasonable  costs  of  termination  and  settlement,
              including  but not  limited to  accounting  costs,  legal fees and
              arbitration expenses.

         Nothing  in this  Agreement  shall  obligate  Contractor  to obtain the
         lowest  price for costs  incurred  or work  performed  pursuant to this
         Section 9.1.3.

9.2) Termination by Contractor for Convenience.

     9.2.1)  Contractor may terminate this Agreement in whole or in part for its
             own convenience by written notice at any time.

     9.2.2) Termination  for  convenience  pursuant to this Section 9.2 shall be
         without  liability  to  Contractor  except for  payment of amounts  due
         pursuant to Sections 9.3.2 and 9.3.3 of this Agreement.

9.3) Termination by Subcontractor for Cause.

     9.3.1)  Subcontractor  may  terminate  this  Agreement  upon ten (10)  days
         written  notice to Contractor  upon the following  events of Contractor
         default:

         (a)  Contractor  ceases to conduct its  operations in the normal course
              of business  (including  inability to meet its obligations as they
              mature);

         (b)  A proceeding under the bankruptcy or insolvency laws is brought by
              or against Contractor, or a receiver is appointed or applied for;

         (c) Contractor makes a general assignment for the benefit of creditors;

         (d) Contractor  disregards  the laws and  regulations of any government
             entity having jurisdiction over this Agreement;

         (e)  Contractor fails to pay Subcontractor  undisputed  amounts finally
              determined  to be due  Subcontractor  pursuant  to this  Agreement
              within sixty (60) days of the due date; or




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         (f) Contractor otherwise materially breaches this Agreement.

     9.3.2) Upon Subcontractor's  termination for cause pursuant to this Section
         9.3 Subcontractor  shall be entitled to payment for all Work performed,
         and for all materials and equipment previously delivered to the Site or
         previously  completed  and  subsequently   delivered  to  the  Site  in
         accordance with the terms of this Agreement.

     9.3.3) In addition  to payment  pursuant  to Section  9.3.2,  Subcontractor
         shall  within  ten (10) days of the date of the  notice of  termination
         present  Contractor  with  a  claim  for  costs  arising  out  of  such
         termination  which  claim  shall  be  subject  to  negotiation  between
         Contractor   and   Subcontractor.    The   negotiated   settlement   of
         Subcontractor's  claim  shall be reduced to writing by  Contractor  and
         signed by  Subcontractor  prior to payment of settlement  costs.  Costs
         claimed  pursuant to this Section  9.3.3 shall be  restricted to actual
         costs incurred and commitments made on account of termination.

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10)  On-Site Representatives.

10.1)    Contractor's  Project Manager.

10.1.1)  Contractor's  Project  Manager shall be the primary  representative  of
         Contractor  and shall  exercise such  authority as is specified in this
         Agreement or is delegated to him by  Contractor.  The general duties of
         the  Project  Manager  shall  be,  inter  alia,  to  act on  behalf  of
         contractor as follows:

         (a)  to review, comment, audit and monitor the design, construction,
              commissioning and performance of the Work;

         (b)  to inspect, examine, and witness the materials, equipment, testing
              and  workmanship  used or carried out in connection with the Work;
              and

         (c)  to certify applications for payment and to report to Contractor on
              the  progress of the Work and to report  whether the Work is being
              carried out in accordance with this Agreement.

10.1.2) The Project Manager shall also carry out the following duties:

         (a) other duties that Contractor designates are to be performed by the
             Project Manager; and

         (b) any other duties which are specified in this Agreement.




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     10.2)    Designation of Representatives.

     10.2.1) The Contractor's Project Manager shall be:

         Name:             Nazih Abdul Rahman
         Address:     Telesource CNMI, Inc.
                            Horiguchi Building, 5th Floor
                           PPP402 Box 10000
                           Saipan, MP 96950
                           Commonwealth of the Northern Mariana Islands

         Saipan Phone:(670) 233-4501, (670) 233-4502
         Saipan Fax:  (670) 233-4505

         Tinian Phone:(670) 433-9326, (670) 433-0845, (670) 433-0846
         Tinian Fax:  (670) 433-9327

         Email:            nna@shbc.com.kw

     10.2.2) The Subcontractor's Site Representative shall be:

         Name:             Ken Green
         Address:     Wheeler Power Systems
                           4899 West 2100 South
                           Salt Lake City, Utah 84120

         Phone:       (801) 975-4240
         Fax:         (801) 975-1550

     10.3)    Site Work by Subcontractor

     10.3.1)      Owner will provide room and board for Subcontractor  employees
                  at site. The quality shall be equal to that provided for Owner
                  management at Site


     10.3.2)  Owner  will  provide  skilled  workers  to  assist   Subcontractor
employees when at Site.

11) Notices.

11.1)All notices, requests, directions, or other communications required by this
     Agreement,  required  or  permitted,  shall  be in  writing  and  shall  be
     considered properly given when:



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     (a) delivered in person;

     (b) sent via confirmed fax;

     (c) sent certified mail confirmed by a signed return receipt; or

     (d)  delivered  to an express  courier,  correctly  addressed  and  postage
prepaid.

11.2)Notices or other  communications  given in accordance  with this Section 11
     shall be deemed  effective on the date  delivered  or fax  confirmed in the
     case of Sections 11(a) and (b) above; or upon actual receipt in the case of
     Sections 11(c) and (d).

11.3) Notice shall be given to Contractor as follows:

         Name:             Commsource International, Inc.
         Attn:             Larry Stiff
         Address:     860 Parkview Boulevard
                           Lombard, Illinois  60148

         Phone:       (630) 705-4020
         Fax:         (630) 705-4025

11.4) Notice shall be given to Subcontractor as follows:

         Name:             Ken Green
         Address:     Wheeler Power Systems
                           4899 West 2100 South
                           Salt Lake City, Utah 84120

         Phone:       (801) 975-4240
         Fax:         (801) 975-1550

12)  Compliance With Laws.

     Subcontractor  agrees to comply  with all  federal,  state and local  laws,
standards,  rules  regulations and directions  (hereafter  collectively  "Laws")
applicable  to and in effect  at the time of the  execution  of this  Agreement.
Subcontractor's  failure to comply with such Laws will be  considered a material
breach of this Agreement and may be grounds for termination by Contractor.



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     In particular,  but in no way limiting  Subcontractor's duties as set forth
in this Section 12, Subcontractor shall comply with the following:

12.1) Compliance with Rules, Regulations and Customs of the CNMI.

         Subcontractor  shall be responsible  for complying with all local laws,
     including but not limited to  compliance  with the rules,  regulations  and
     customs of the CNMI. In particular, Subcontractor agrees to comply with all
     immigration and labor laws, licensing and permit requirements,  and customs
     and import rules.

12.2)    Brown Tree Snake Prevention Plan.

         Subcontractor  agrees to comply  with  requirements  of the Brown  Tree
     Snake  Prevention  Plan  implemented  by Contractor in accordance  with the
     Commonwealth   Department  of  Natural  Resources  Regulations  To  Prevent
     Introduction  Of The Brown Tree Snake Into The CNMI  (Comm.  Reg.  Vol.  15
     No.8). In particular  Subcontractor agrees to be responsible for inspecting
     all  equipment  and materials at the port of entry on the island of Tinian,
     including all  equipment and materials  from the island of Guam and Saipan.
     Inspections  are to be done at the port,  whether  unloading or not, and at
     the Site if unloading occurs there.

13) Assignment.

     Subcontractor  shall not assign this Agreement in whole or in part, nor any
interest  herein nor any payment due or to become due hereunder,  to any Person,
without the prior  written  consent of  Contractor,  which  consent shall not be
unreasonably  withheld  or delayed.  Consent  may be  withheld  if any  assignee
proposed  is not in the  opinion of  Contractor  reasonably  able to fulfill the
terms and obligations of this Agreement.

14) Arbitration.

14.1)    In General.

         Claims,  disputes or other  matters in question  between the parties to
     this Agreement shall first be subject to mediation  before  arbitration.  A
     demand  for  mediation  shall be made  within a  reasonable  time after the
     dispute or claim has arisen.


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<PAGE>

14.2)    Mediation.

          Any  mediation  shall  be held in  accordance  with  the  Construction
     Industry Mediation Rules of the American Arbitration  Association currently
     in effect, unless the parties mutually agree otherwise. The mediation shall
     take  place at a  mutually  convenient  location  in  Illinois.  Demand for
     mediation  shall be filed in writing with the other party to this Agreement
     and with the American Arbitration Association. In no event shall the demand
     for mediation be made after the date when institution of legal or equitable
     proceedings  based upon such  claim,  dispute or other  matter in  question
     would be barred by the applicable statute of limitations.

14.3)    Arbitration.

         Any dispute or difference  arising out of, or in connection  with, this
     Agreement which cannot be amicably settled between the parties by mediation
     shall be finally settled under the Rules of Construction Arbitration of the
     American  Arbitration  Association.  The arbitration  shall take place at a
     mutually convenient  location in Illinois.  The resulting arbitral decision
     shall be final and binding on the parties. Judgment upon any award rendered
     by the arbitrators may be entered in any court having jurisdiction thereof.
     The prevailing  party in any arbitration  shall be entitled to recover from
     the other party all attorneys'  fees,  expenses and other costs incurred in
     asserting  or  defending  any  claim  arising  under  or  related  to  this
     Agreement.

15)  General Provisions.

15.1)    Severability of Provisions.

     15.1.1)  In  the  event  that  any  provision  of  this  Agreement,  or the
         application thereof, is held by any court of competent  jurisdiction to
         be illegal or unenforceable, the parties shall attempt in good faith to
         agree  upon an  equitable  adjustment  to this  Agreement  in  order to
         overcome  to the  extent  possible  the  effect of such  illegality  or
         unenforceability.

     15.1.2) The  provisions  of this  Agreement are intended to be performed in
         accordance  with,  and only to the extent  permitted by, all applicable
         requirements of law.

     15.1.3) If any provision of this  Agreement or the  application  thereof to
         any Persons or circumstance shall, for any reason and to any extent, be
         invalid or  unenforceable,  neither the  remainder of the Agreement nor
         the application of such provision to other Person or  circumstances  or
         other  instruments  referred  to in the  Agreement  shall  be  affected
         thereby but, rather,  the same shall be enforced to the greatest extent
         permitted by law.




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<PAGE>

15.2)    Entire Agreement.

         This Agreement,  including all schedules,  exhibits,  attachments,  and
     drawings referenced herein, represents the entire understanding between the
     parties in relation to the subject matter hereof and supersedes any and all
     previous  agreements or arrangements  between the parties in respect of the
     Work (whether oral or written), including without limitation all letters of
     intent and  clarifications  submitted in response to requests for proposals
     or otherwise.

15.3)    Counterparts.

         This Agreement may be executed in any number of counterparts, or by use
     of counterpart or faxed counterpart signature pages, each of which shall be
     an original, but all of which together shall constitute but one instrument.

15.4)    Applicable Law / Jurisdiction.

         This Agreement shall be governed by and construed according to the Laws
     of the State of Illinois  excluding any conflict of laws  provisions  which
     would result in the application of the Laws of another  jurisdiction to the
     interpretation   of  this  Agreement.   The  Parties  agree  to  submit  to
     Jurisdiction in the State of Illinois.

15.5)    Successors and Assigns.

         All of the terms of this Agreement  shall apply to, be binding upon and
     inure to the benefit of the parties hereto,  their  respective  successors,
     permitted assigns and all other Persons claiming by, through or under them.

15.6)    No Waiver.

         Any  failure at any time by either  party to enforce any  provision  of
     this Agreement shall not constitute a waiver of such provision or prejudice
     the right of either party to enforce such provision at any subsequent time.

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<PAGE>

15.7)    No Third Party Beneficiary.

         Except as otherwise provided  elsewhere herein,  this Agreement and all
     rights  hereunder  are intended for the sole benefit of the parties  hereto
     and shall not imply or create any rights on the part of, or obligations to,
     any other entity or individual not a party to this Agreement.

15.8)    Publications.

     Subcontractor agrees that no acknowledgment or other information concerning
this  Agreement  and the supplies or services  provided  hereunder  will be made
public by Subcontractor without the prior written agreement of Contractor.


     IN WITNESS  WHEREOF,  we have hereunto set our hands as of this 10th day of
June, 1998.


Contractor                                                 Subcontractor




Commsource International, Inc.                             Wheeler Power Systems

Name: Jeffrey P. Karandjeff,                  Name:_______________________,

Signed:______________________,                Signed:______________________,

Its:   General Counsel                        Its: ______________________ Title



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JPK:Comm:TPower:SubK                              November 24, 1999    17:21 PM


Schedule of Exhibits

Exhibit "A"           Plans, Drawings, Specifications and Design Documents
Exhibit "B"           Items Included In The Scope Of Work
Exhibit "C"           Critical Path Method Project Plan



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<PAGE>



Plans, Drawings, Specifications and Design Documents Exhibit "A"

     The following engineering  specifications and documents are attached hereto
and are  incorporated  herein by reference and hereby become an integral part of
this Agreement:

Revised Quotation from Wheeler Power Systems ("Wheeler") to SHBC dated April 23,
1998.

"CUC Tinian D/G Spare  Parts,"  Excel file  prepared by Wheeler  Power  Systems,
dated 5/6/98 and 4/30/98.

"Spare Parts For CUC Tinian;  400KW, 208 Volt, 60 Hz, STANDBY GENERATOR",  Excel
file prepared by Wheeler, undated.

"Spare Parts For CUC Tinian",  Excel file prepared by Wheeler,  dated 5/6/98 and
4/30/98.

"Spare Parts For CUC Tinian;  Medium  Voltage  Switchgear,"  undated  Excel file
prepared by Wheeler.



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<PAGE>



Purchase Order (Items Included In The Scope Of Work)               Exhibit "B"



[See Attached Purchase Order 3247]




                                      358
<PAGE>



Critical Path Method Project Plan                                  Exhibit "C"



[Attached]


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<PAGE>




                                            Exhibit "A"
                 Supplemental Commercial Terms and Conditions of Purchase
                                 Telesource Purchase Order No. 3374
                                         Dated May 10, 1999

Supplemental Commercial Terms and Conditions of Purchase:

The  following  supplemental  commercial  terms and  conditions  of purchase are
attached  hereto and are  incorporated  herein by reference and hereby become an
integral part of this purchase order:

1.      All of the Terms and  Conditions  stated  in  Commsource  International,
        Inc.'s  "Subcontract  for Electrical  Items Tinian CUC Power Plant" with
        Wheeler  Power Systems  dated June 10, 1998 are  incorporated  herein by
        reference  (modified to read Telesource  International,  Inc. instead of
        Commsource  International,  Inc.  as  necessary)  and  hereby  become an
        integral part of Telesource  International,  Inc.'s Purchase Order 3374.
        However,  when the said  subcontract  contradicts  any part of  Purchase
        Order 3374, the stated terms of Purchase Order 3374 will govern.

2.      The maximum lifting  capacity of any of the cranes on the ship or on the
        island of Tinian is 52,000  pounds.  No lift can  exceed  52,000  pounds
        (dependent on ship  capability).  No single lift can exceed said weight.
        Said weight is inclusive of all equipment, packing, and crating material
        and the weight of the container.

3. Please indicate discount terms for early payment:

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

        --------------------------------------------------------------------.

4.      Time is of the essence.  Inasmuch as a delay in the complete and total
        delivery of items (in condition ready to use at the job site) will cause
        serious and substantial damage to Telesource International, Inc.
        ("Contractor"), and because it will be difficult if not impossible to
        prove the amount of such damage, Wheeler Power Supply ("Supplier")
        agrees that in the case of a delay attributable to Supplier in the
        complete and total delivery of items (in condition ready to use at the
        job site), Supplier will pay Telesource one-quarter of one percent of
        the total value of this order per day of such delay as liquidated
        damages, and it is agreed that such sums shall, without proof, be deemed
        to represent minimum damages actually sustained by Telesource by reason
        of such delay, provided, however, that such provision in reference to
        liquidated damages is intended to be, and shall be cumulative, and shall
        be in addition to every other remedy now or hereafter existing at law
        or in equity, or by statute.


                                  Page 1 of 2

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5.      If Supplier causes damage to the Work or property of the Owner, the
        Contractor, or any other subcontractor, or if any
        claim arises out of Supplier's performance of the Work, Supplier shall
        act promptly to remedy such damage and/or attempt to settle any such
        claim.  Supplier shall have the right to timely repair or replace any
        defective  items before any field charges occur.  Supplier shall
        indemnify Contractor against all loss which may result in any way from
        any act or omission of Supplier, its agent, employees, or
        subcontractors, except to the extent that any such injury is
        due solely and directly to Contractor's or Owner's negligence as the
        case may be.  Supplier shall indemnify Contractor against any injury to
        person or property during the progress of such work which may result in
        any way from any act or omission of Supplier, its agent, employees, or
        subcontractors, except to the extent that any such injury is due solely
        and directly to Contractor's or Owner's negligence as the case may be.

6.      As this  Purchase  Order  is part of a  larger  project  with a chain of
        supply,  third  party  claims  by  parties  higher  on  the  chain  than
        Constractor are allowed. However, third party claims by parties lower on
        the chain (e.g., suppliers to Supplier) than Supplier are disallowed.

7.       Due to the  current  difficulties  with the  SCADA  system  ordered  in
         Commsource  International,  Inc.'s  "Subcontract  for Electrical  Items
         Tinian CUC Power Plant" with Wheeler  Power Systems dated June 10, 1998
         ("Phase I SCADA  system"),  the following terms will apply to the SCADA
         system ordered in this Purchase Order ("Phase II SCADA system"):

1.                If the  Phase  I  SCADA  system  is not  signed  off as  fully
                  functional by Contractor prior to the Phase II SCADA scheduled
                  shipment,  Contractor  will not take  delivery of the Phase II
                  SCADA and Contractor  will not be  responsible  for paying its
                  associated line item ($260,180.00).

2.                Further,  if Contractor does not take delivery of the Phase II
                  SCADA  as per M.1.  above,  not only  will  Contractor  not be
                  responsible for paying its associated line item ($260,180.00),
                  there will also be a $250,000.00  deduction from the PO in our
                  favor.  This will serve as liquidated  damages that will allow
                  us to obtain a functional SCADA system elsewhere.

                                    Page 2 of 2



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