Exhibit 10.08
                              Agreement to supply
                                                                      PAGE 19

     JPK:Comm:Doors:SubK:Final                     November 24, 1999    17:17 PM


                                      300
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                                     Series of Doors and Associated Equipment

     Agreement made this 31st day of August, 1999,  ("Agreement") by and between
Telesource International, Inc., a corporation formed under the laws of the State
of Illinois ("Contractor") and P.W.S. International,  Inc., a corporation formed
under the laws of North Carolina ("Supplier").

     Whereas Sayed Hamid Behbehani and Sons Co. W.L.L  ("Developer") has entered
into a contract with the United States  Department of State  ("Owner"),  for the
construction  of  Diplomatic  Housing (the  "Project") in the Country of Kuwait,
which contract includes the Series of Doors and Associated  Equipment to be done
under and pursuant to this subcontract agreement (the "Work");

     Whereas  Contractor  will be providing  the Developer  with various  items,
including the Series of Doors and Associated Equipment component of the Project;
and

     Whereas Supplier desires and is willing to furnish all necessary materials,
equipment  and labor to  provide  the Series of Doors and  Associated  Equipment
component of the Project in accordance with the specifications of the Owner;

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

1)   Scope of the Work.

     Supplier 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  Contractor  with a Series  of Doors  and  Associated
Equipment 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,  Supplier shall adhere
to the  requirements  and  specifications  which  relate  to the  equipment  and
services  provided  pursuant to this  Agreement  and which are  contained in the
Department  of State  Request  for  Proposals  attached  as Exhibit  "B" and the
Federal  Acquisition  Regulations  applicable to this  Agreement as scheduled in
Exhibit "C", both of which are  incorporated by this reference and hereby become
an integral part of this Agreement.  Nothing in this Agreement shall deprive the
Owner or  Developer  of any rights they may have under the  Federal  Acquisition
Regulations or the contract between the Owner and the Developer.

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



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1.1) Supply Of Items.

         Supplier  shall  supply  and  deliver  to the  Contractor  all items as
enumerated in the attached Exhibit "D".

     1.1.1)   Intentionally Deleted.

     1.1.2)   Goods are to be shipped C&F Kuwait.

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

         Supplier shall furnish the following  drawings,  submittals and manuals
     to Contractor for approval prior to use in connection with the Project. All
     submissions shall be identified as the Project Manager may require.  At the
     time of each  submission,  the  Supplier  shall  give the  Project  Manager
     specific written notice of each variation that the drawing, sample, manuals
     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  Supplier of its obligation to perform the Work in accordance  with
     this Agreement.

     1.2.1)   Shop Drawings.

         Supplier shall prepare and submit to Contractor the required  number of
     copies of all  working  drawings,  prints,  sepias  and  mylars  (including
     revisions,  addenda and  modifications)  to be used in connection  with the
     Work.  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.

     1.2.2)   Submittals.

         Supplier shall prepare and submit the required number of representative
     samples of all proposed materials and equipment to be furnished by Supplier
     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.

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     1.2.3)   Support Manuals.

         Suppliers shall prepare and submit the required number of copies of all
     owner's manuals,  installation  manuals,  illustrated  parts breakdowns and
     operations,  maintenance and repair manuals,  spare parts schedules and any
     other data as may be required under Exhibit B in regard to the operation of
     the Work.

     1.2.4)   Test and Compliance Certificates.

Supplier  shall  prepare  and  submit  the  required  number  of  copies  of all
manufacturer's  test  certificates and certificates of compliance as required by
the contract specifications. Such certificates 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, or
additional certifications as appropriate.

1.3) As-Built Drawings.

         Supplier  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  shall be  delivered  to the
     Contractor.

1.4) Intentionally Deleted.

1.5) Insurance and Indemnification for Loss or Injury.

         Supplier shall maintain such Public  Liability,  Property  Damage,  and
     Employee's Liability and Compensation  insurance as will protect Contractor
     from all  customarily  insurable  risks of loss which may result in any way
     from  any  act  or  omission  of  Supplier,   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.


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2) Commencement and Progress of the Work.

2.1) Commencement of the Work.

         Supplier  shall  commence  performance  of the  Work  immediately  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 two (2) weeks after the execution of this Agreement, Supplier
     shall prepare and deliver to Contractor a comprehensive  delivery  schedule
     (the "Delivery  Schedule")  showing expected  shipping  ex-factory dates of
     materials and all relevant activities.  Where necessary, the dates shall be
     based on time from the date that Contractor approves Supplier's submittals.
     Each of Supplier's  activities  shall be allocated a price,  and the sum of
     these prices shall equal the total contract price.

2.3) Progress and Completion.

     2.3.1) All time limits stated in this Agreement,  including those stated in
         the Delivery Schedule,  are of the essence of this Agreement.  Supplier
         is aware that Developer is liable to Owner for Developer's delays, with
         minimum  liquidated  damages payable by Developer to Owner of $4,500.00
         per day. In turn,  Contractor is liable to Developer  for  Contractor's
         delays.  Similarly,  the  Supplier  will be  liable to  Contractor  for
         Supplier's  delays to the extent and only to the extent the delays were
         caused by the Supplier or his suppliers.

     2.3.2) Contractor  may, at any time, by written order to Supplier,  require
         the  Supplier  to  stop  all  or any  part  of the  Work.  However  the
         Contractor  will only order the work stopped if the Owner issues a Stop
         Order.  Supplier has all of the rights and  remedies  against the Owner
         available to the Contractor, incluing rights to equitable adjustment or
         time of performance or Contract Price.



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2.4) Responsibility for Progress and Completion.

     2.4.1)  Supplier  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 Delivery Schedule.

     2.4.2) If the Work is not being performed in accordance with the Supplier's
         Delivery Schedule, or if it becomes apparent to the Contractor that the
         Work shall not be completed within the scheduled time, Contractor shall
         notify  Supplier  in  writing  of such  nonconformity,  at  which  time
         Supplier 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) Intentionally Deleted.

     2.4.4) Intentionally Deleted.

3)   Contract Price and Application For Payment.

3.1) Contract Price.

         Contractor  agrees to pay  Supplier  the lump sum of the unit prices in
     Exhibit  "G" for  Supplier's  performance  of all the Work  (the  "Contract
     Price") as per the attached  Purchase  Order which is made an integral part
     of this  Agreement.  No  additional  claims or charges will be  entertained
     except as specifically provided by this Agreement.

3.2) Clear Title.

         Supplier 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 Supplier's  final invoice  warrants that he has
     obtained a waiver of liens for all work performed under the contract.


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3.3) Payment Withheld.

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

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

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

     (c)      Failure to adhere to the Delivery Schedule;

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

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

3.4) Set-Off.

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

4)   Changes In the Work.

     Upon the  instructions  of the Developer or 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 Supplier, pursuant to a mutually agreed upon change order.

4.1) Change Orders.

         A Change Order is a written  instrument,  issued after the execution of
     this  Agreement,  signed by the Contractor  and the Supplier  stating their
     agreement  upon a change and any adjustment in the Work, the price therefor
     and the Suppliers  Delivery  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 Supplier  without
     additional claim or charge.


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4.2) Change Order Request.

     4.2.1) Within ten (10) days of the receipt of Contractor's  proposed change
         in the Work,  the Supplier 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 Suppliers Delivery 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
     negotiated in good faith by the parties.

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

5.1) Warranty.

         In addition to any warranties  provided by law,  Supplier warrants that
     the equipment and services  provided  pursuant to this  Agreement  shall be
     free from defects in material and workmanship and shall completely meet all
     the  terms  and  conditions  of  Exhibit  "B" and the  Federal  Acquisition
     Regulations  scheduled in Exhibit "C". This  warranty  shall remain in full
     force  for the  period  reflected  in  Exhibit  "B"  (Owner's  Request  for
     Proposal).

5.2) Non-Conforming Work.

         Supplier  understands it is bidding on the exact  specifications of the
     Owner.  If any of the materials or services  provided by Supplier 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 Supplier's  expense  (including
     Supplier's shipping and handling charges), or require that such articles or
     materials be corrected or replaced promptly with  satisfactory  material or
     workmanship at Supplier's expense, including shipping and handling.

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6)   Indemnification.

6.1) Indemnification for Loss.

         If Supplier  causes  damage to the Work or  property of the Owner,  the
     Developer,  the  Contractor,  or any other  subcontractor,  or if any claim
     arises out of Supplier's  performance  of the Work  including  delay due to
     Supplier,  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, direct or indirect, which may result
     in any way from any act or omission of Supplier, its agent,  employees,  or
     subcontractors,  including delay or any injury to person or property during
     the progress of such work provided such loss is  foreseeable by Supplier or
     his  suppliers/subcontractors  relating  to the work,  except to the extent
     that  any such  injury  is due  solely  and  directly  to  Contractor's  or
     Developer's or Owner's negligence or willful acts as the case may be.

6.2) Patent Indemnity.

     6.2.1) Supplier  shall handle all claims and defend any suit or  proceeding
         brought against Contractor or its customers (which term throughout this
         paragraph  shall include without  limitation the Owner,  the Developer,
         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. Supplier shall indemnify and save Contractor and
         its  customers  harmless  from and against any expense or  liability in
         connection  therewith,  including costs and damages arising out of such
         claim,  suit or proceeding.  In case said goods are enjoined,  Supplier
         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  Supplier,  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.

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     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  Contractor shall be furnished the required number of sets of the
         documents  set  forth  in  Exhibit  "A".  Additional  copies  shall  be
         furnished upon request for the cost of reproduction.

     7.1.2)  All  specifications,   drawings,  technical  information  and  data
         furnished by Contractor to Supplier 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.

8)   Intentionally Deleted.

9)   Termination.

9.1) Termination by Contractor for Cause.

     9.1.1) Contractor  may terminate  this Agreement upon ten (10) days written
         notice to  Supplier  upon the  following  events of  Supplier  default,
         provided  however that Supplier  shall be afforded  reasonable  time to
         cure:

         (a)  Supplier  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 Supplier, or a receiver is appointed or applied for;

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

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

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


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

         (g) Supplier otherwise materially breaches this Agreement.

     9.1.2) Intentionally Deleted.

     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 or work in progress;  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,  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 upon Owner Stop Order.

     9.2.1) Contractor may, by written notice, terminate this Agreement in whole
         or in part upon issuance of a Stop Order by Owner.

     9.2.2) Termination  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.

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9.3) Termination by Supplier for Cause.

     9.3.1) Supplier may  terminate  this  Agreement  upon ten (10) days written
         notice to Contractor upon the following  events of Contractor  default,
         provided however that Contractor shall have reasonable time to cure:

         (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 Supplier amounts due Supplier  pursuant to
              this Agreement within ten (10) days of the due date; or

         (f) Contractor otherwise materially breaches this Agreement.

     9.3.2) Upon  Supplier's  termination for cause pursuant to this Section 9.3
         Supplier 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, and for
         work in progress in accordance with the terms of this Agreement.



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     9.3.3) In addition to payment  pursuant to Section  9.3.2,  Supplier  shall
         within  ten  (10)  days of the date of the  notice  of  termination  be
         entitled  to claim for  damages  from  Contractor  arising  out of such
         termination,  which  claim  shall be  subject  to  negotiation  between
         Contractor and Supplier.  Any negotiated settlement of Supplier's claim
         shall be reduced to writing by Contractor  and signed by Supplier prior
         to payment of  settlement  damages.  Damages  claimed  pursuant to this
         Section 9.3.3 shall be restricted to actual out of pocket damages.

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.

10.2)    Designation of Representatives.

     10.2.1) The  Contractor's  Project Manager shall be promptly  identified in
writing to Supplier.

     10.2.2)  The  Supplier's  Site  Representative  (if any) shall be  promptly
identified in writing to Contractor.


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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:

     (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:             Telesource International, Inc.
         Attn:             Larry Stiff
         Address:     860 Parkview Boulevard
                           Lombard, Illinois  60148
         Phone:       (630) 620-4787
         Fax:         (630) 620-4753

11.4) Notice shall be given to Supplier as follows:

         Name:             P.W.S. International, Inc.
         Attn:             Fred Parker
         Address:     P.O. Box 410081
                           Charlotte, NC 28241
         Phone:       (704) 588-3013
         Fax:         (704) 588-3017



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12)  Compliance With Laws.

     Supplier  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.
Supplier's failure to comply with such Laws will be considered a material breach
of this Agreement and may be grounds for  termination  by  Contractor,  provided
however that Supplier shall have reasonable time to cure.

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

12.1)    Fair Labor Standard Act.

         In accepting this order, Supplier shall be deemed to represent that the
     goods to be furnished hereunder were or will be produced in compliance with
     the  requirements  of the Fair Labor  Standards Act as amended,  and unless
     otherwise  agreed in writing,  Supplier  shall insert a certificate  on all
     invoices  submitted in  connection  with this order  stating that the goods
     covered by the invoice were produced in compliance with the requirements of
     said Act, as amended,  and of  regulations  and orders of the United States
     Department of Labor issued pursuant thereto.

12.2)    Chemical Substances.

         Notwithstanding  anything  to  the  contrary  heretofore  or  hereafter
     represented by either party to the other,  Supplier  warrants that each and
     every chemical substance sold or otherwise transferred by Supplier pursuant
     to this Agreement,  as of the time of such sale or transfer, is on the list
     of chemical  substances  compiled and published by the Administrator of the
     Environmental  Protection  Administration  pursuant to the Toxic  Substance
     Control  Act (PL  94-469).  Supplier  further  warrants  that each an every
     chemical  substance  constituting  or contained in the  product(s)  sold or
     otherwise transferred pursuant to this Agreement is on the list of chemical
     substances compiled and published by the Administrator of the Environmental
     Protection  Administration  pursuant to the Toxic Substance Control Act (PL
     94-469).



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12.3)    Radiation Control for Health and Safety Act.

         Supplier warrants that goods to be furnished under this order will meet
     all requirements  established  under standards issued pursuant to authority
     contained  in the  Radiation  Control  for  Health  and Safety Act of 1968.
     Supplier  further agrees to indemnify and hold harmless  Contractor for all
     damages  assessed against  Contractor as a result of Supplier's  failure to
     comply with the laws,  regulations and standards issued  thereunder and for
     the failure of the items furnished under this Agreement to so comply.

12.4)    Occupational, Health and Safety-Radiation Control.

         Supplier  agrees  to comply  with the  provisions  of the  Occupational
     Safety and  Health Act of 1970 and the  standards  and  regulations  issued
     thereunder  and  certifies  that  all  items  furnished  pursuant  to  this
     Agreement will conform to and comply with said standards and regulations.

12.5)    Intentionally Deleted.

12.6)    Intentionally Deleted.

12.7)    Equal Employment and Minority Suppliers.

         Unless exempt, the Equal Opportunity Clause required by Executive Order
     11246,  as  amended,  Section  503 of the  Rehabilitation  Act of 1973,  as
     amended, and the Vietnam Era Veterans Readjustment  Assistance Act of 1974,
     as amended (38 U.S.C.  2012), and any rules,  orders, or regulations issued
     thereunder,  are incorporated by Reference,  and Supplier shall be bound by
     and  shall  comply  with them as if the same  were  fully set forth  naming
     Supplier as "contractor".

12.8)    Small Business Concern Utilization.

         The Supplier agrees to accomplish the maximum amount of  subcontracting
     to small business  concerns that the Supplier  finds to be consistent  with
     the efficient performance of this Agreement.

                                      315
<PAGE>

13) Assignment.

     Supplier  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.  Nothing in this paragraph 13 shall be
construed  to prevent  Supplier  as a  consolidator  from  contracting  with his
suppliers and subcontractors.



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.

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.

                                      316
<PAGE>

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 reasonable  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 any of the 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.

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.


                                      317
<PAGE>

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.

         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.

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.

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.

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





                                      318
<PAGE>

     IN WITNESS  WHEREOF,  we have hereunto set our hands as of this 31st day of
August, 1999.


       General Contractor                                  Supplier




       Telesource International, Inc.               P.W.S. International, Inc.

By:    ____________________Signatory,   By:    ____________________  Signatory,

Printed: _________________                  Printed: _________________

Its:   ____________________ Title           Its:   ____________________ Title



                                      319
<PAGE>



                                     PAGE 27
     Jpk:Comm:Doors SubK:Final                    November 24, 1999    17:17 PM


Schedule of Exhibits

Exhibit "A"           Plans, Drawings, Specifications and Design Documents
Exhibit "B"           Applicable Provisions of RFP for Department of State
                      Contract
Exhibit "C"           Schedule of Applicable Federal Acquisition Regulations
Exhibit "D"           Items Included In The Scope Of Work
Exhibit "E"           [Intentionally Deleted]
Exhibit "F"           [Intentionally Deleted]
Exhibit "G"           Unit Price Breakdown



                                      320
<PAGE>



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

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

1.   [The bidding documents  provided to date to the Supplier in connection with
     this agreement, which both parties acknowledge to be in their possession].
1.


                                      321
<PAGE>



Department of State Request for Proposal    Exhibit "B"

     [The  Department of State Request for Proposal is in the possession of both
parties and is  incorporated  herein by reference  and hereby become an integral
part of this Agreement.]




                                      322
<PAGE>
                                   Exhibit "C"

Federal Acquisition Regulations



The provisions of the Federal Acquisition Regulations (FAR) listed below and any
other attached articles and provisions, if any, as applicable,  and as in effect
on the date of this Agreement (except as required to be changed by statute), are
incorporated  in this  Agreement by reference  with the same force and effect as
though  herein set forth in full.  All such clauses  shall,  with respect to the
rights,  duties and  obligations  of Contractor and the Supplier  hereunder,  be
interpreted  and construed in such manner as to recognize and give effect to the
contractual   relationship  between  Contractor  and  the  Supplier  under  this
agreement and the rights of the U.S.  Government  with respect thereto under the
prime  contract from which the  agreement is being  funded.  As used therein the
term "the  Contractor"  and equivalent  terms shall mean the Subcontract and the
terms "the Government" and "the Contracting  Officer" and equivalent terms shall
include the Contractor and the Contractor's authorized representative hereunder,
respectively,  except  under  those  clauses  relating to the rights to audit or
examine the Supplier's  financial  records,  and all other clauses noted with an
asterisk  (*),  in which case the terms "the  Government"  and "the  Contracting
Officer" shall mean the U.S.  Government and the  Contracting  Officer under the
prime contract, respectively. The word "contract" and like terms shall mean this
agreement.



52.202-01             Definitions

52.203-01             Officials Not to Benefit

52.203-03             Gratuities

52.203-05             Covenant Against Contingent Fees

52.212-08             Priorities, Allocations, and Allotments

52.215-01             Examination of Records by Comptroller General

52.215-02             Audit - Negotiation

52.215-22             Price Reduction for Defective Cost or Pricing Data

52.215-23             Price Reduction for Defective Cost or Pricing Data -
                      Modification

52.215-24             Supplier Cost or Pricing Data

52.215-25             Supplier Cost or Pricing Data - Modification

52.215-30             Waiver of Facilities Capital Cost of Money

52.216-07             Allowable Cost and Payment


                                      323
<PAGE>


52.216-08             Fixed Fee

52.219-08             Utilization of Small Business Concerns and Small
                      Disadvantaged Business Concerns

52.219-13             Utilization of Women-Owned Small Businesses

52.220-01             Preference for Labor Surplus Area Concerns

52.220-03             Utilization of Labor Surplus Area Concerns

52.222-02             Payment for Overtime Premiums "overtime premium cost does
                      not exceed ZERO."

52.222-03             Convict Labor

52.222-26             Equal Opportunity

52.222-35             Affirmative Action for Special Disabled and Vietnam Era
                      Veterans

52.222-36             Affirmative Action for Handicapped Workers

52.227-01             Authorization and Consent - Alternate I

52.227-02             Notice and Assistance Regarding Patent and Copyright
                      Infringement

52.227-7013           Rights in Technical Data and Computer Software

52.227-7018           Restrictive Markings on Technical Data

52.227-7029           Identification of Technical Data

52.227-7030           Technical Data - Withholding of Payment

52.228-07             Insurance - Liability to Third Persons

52.230-3              Cost Accounting Standards

52.230-4              Administration of Cost Accounting Standards

52.231-7000           Supplemental Cost Principles

52.232-09             Limitation on Withholding of Payments

52.232-17             Interest

52.232-20             Limitation of Cost

52.232-23             Assignment of Claims

52.242-01             Notice of Intent to Disallow Costs

52.242-7000           Submission of Commercial Freight Bills to the General
                      Services Administration for Audit

                                      324
<PAGE>

52.243-2              Changes - Cost Reimbursement - Alternate V

52.243-7001           Pricing of Adjustments

52.244-02             Subcontracts under Cost-Reimbursement and Letter Contracts

52.245-05             Government Property (Cost Reimbursement, Time-and-
                      Material, or Labor-Hour Contracts)

52.247-01             Commercial Bill of Lading Notations

52.249-06             Termination (Cost Reimbursement)

52.249-14             Excusable Delays

52.251-7000           Ordering from Government Supply Sources



                                      325
<PAGE>

Items Included In The Scope Of Work                               Exhibit "D"

The Work shall include the supply,  required testing, and delivery to Contractor
of the following items:

[See Exhibit "G".]




                                      326
<PAGE>

Unit Price Breakdown                                                Exhibit "G"

The following  supplier Quotes (in the possession of both parties)  include unit
prices  which  comprise  all  direct  and  indirect  costs,  overhead,   profit,
supervision, shop drawings, testing, and incidental costs. It is understood that
these unit  prices  represent  the total cost to the  Supplier  for  determining
progress payments,  and shall be the basis of good faith negotiated additions or
deductions  from the  Contract  Price at any time  during  the Work.  The Quotes
include  one or  more  unit  price  Alternate  Options  which  may or may not be
exercised by the Contractor. In the event that the Quotes contradict each other,
the newest Quote shall govern.

2. Supplier Quote Dated October 17, 1998 and consisting of eleven pages.

3. Supplier Quote Dated August 4, 1998 and consisting of three pages.

4. Supplier Quote Dated July 31, 1998 and consisting of eleven pages.

5. Supplier Quote Dated July 17, 1998 and consisting of eleven pages.

6. Supplier Quote Dated July 8, 1998 and consisting of one page.

7. Developer  Correspondence  Dated  August  4,  1999 (a null and void  Purchase
   Order) and August 7, 1999.


                                      327
<PAGE>

--------------------------------------------------------------------------------
TELESOURCE INT'L., INC.                                       PURCHASE ORDER
-------------------------------------------------------------------------------
------------------------------------------------------------------------------
860 Parkview Boulevard
Lombard, Illinois 60148
(630) 620-4787
Fax: (630) 620-4753
                                Page One of Five

TO:                                          P.O. NUMBER 3404 Change Order No.1

P.W.S. International, Inc.                            P.O. DATE October 12, 1999
340 Crompton Street
Charlotte, NC 28241

Attention: Mr. Fred Parker

Phone: 704-588-3013    Fax: 704-588-3017

                               ------------------------------------------------
                                    REQUISITIONED BY SHBC
                                    Elias Deeb
                                    SHIP BY November 18, 1999
                                    SHIP VIA Ocean Freight
                                    F.O.B. C & F Kuwait
                                    SHBC P.O. USH/166-A/4/99
Ship To:   American Embassy Kuwait, State of Kuwait       TERMS Letter of Credit

Consigned To:

American Embassy Kuwait, State of Kuwait
Attn: FBO / H.P.
Contract No. S-FBOAD95COO65
Bayan, Kuwait

Notifying Party:
Sayed Hamid Behbehani & Sons C.O.  W.L.L.
P.O. BOX 3065
Safat - 13031, Kuwait
Phone: (965) 245-4501/2/3
Fax: (965) 244-6820 or 242-6276
Attention: Mr. Elias Deeb

Shipping Marks: American Embassy Kuwait
                              State of Kuwait

                                       Purchase  order number must appear on all
                                       forms relating to this order.
                                                              -
       QTY       UNIT          DESCRIPTION              PRICE            AMOUNT


                       THIS CHANGE ORDER IS SUBJECT TO THE TERMS AND  CONDITIONS
                       OF THE  AGREEMENT  DATED  AUGUST 31, 1999 WHICH IS MADE A
                       NECESSARY  AND  INTEGRAL  PART OF THIS  CHANGE  ORDER AND
                       WHICH IS MODIFIED AS NECESSARY  TO ENCOMPASS  THIS CHANGE
                       ORDER

       L.S.     L.S.   Supply of Steel Doors &
                       Frames as per the Section    $ 36,778.00      $ 36,778.00
                       # 08110 and approved
                       Drawings and Schedules
      L.S.      L.S.   Supply of Wood Doors as
                       per Section # 08211 and      $104,538.00      $104,538.00
                       approved Drawings and
                       Schedules
      L.S.      L.S.   Supply of Aluminum
                       Entrances & Windows as per   $738,387.00      $738,387.00
                       Section #08410 and approved
                       Drawings and Schedules
                       Schedules S (doors and
                       windows to be Factory Glazed)
      1         No.    Supply of Overhead Coiling
                       Doors, Section #08331          $5,666.00        $5,666.00
                                  Door Type 45, 2500mm x 2670mm


                                      328
<PAGE>



TELESOURCE INT'L., INC.                                          PURCHASE ORDER
860 Parkview Boulevard
Lombard, Illinois 60148
(630) 705-4020
Fax: (630) 705-4025
                                                                Page Two of Five
TO:                                          P.O. NUMBER 3404 Change Order No. 1
P.W.S. International, Inc.                            P.O. DATE October 12, 1999
340 Crompton Street
Charlotte, NC 28241

Attention: Mr. Fred Parker

Phone: 704-588-3013    Fax: 704-588-3017
                                                    REQUISITIONED BY SHBC
                                                    Elias Deeb
                                                    SHIP BY November 18, 1999
                                                    SHIP VIA Ocean Freight
                                                    F.O.B. C & F Kuwait
                                                    SHBC P.O. USH/166-A/4/99
Ship To:  American Embassy Kuwait, State of Kuwait        TERMS Letter of Credit

Consigned To:

American Embassy Kuwait, State of Kuwait
Attn: FBO / H.P.
Contract No. S-FBOAD95COO65
Bayan, Kuwait

Notifying Party:
Sayed Hamid Behbehani & Sons C.O.  W.L.L.
P.O. BOX 3065
Safat - 13031, Kuwait
Phone: (965) 245-4501/2/3
Fax: (965) 244-6820 or 242-6276
Attention: Mr. Elias Deeb

Shipping Marks: American Embassy Kuwait
                              State of Kuwait


                                     Purchase order number must appear on
<TABLE>
<CAPTION>
                                     all forms relating to this order.

       QTY             UNIT                         DESCRIPTION                                        PRICE           AMOUNT
<S>  <C>              <C>       <C>                                                                 <C>                <C>

        3              No.       Roof Hatches as per Section #07720, MS-50 3'0 x 2'6 and               L.S.                $2,818.00
      L.S.             L.S.      Finish Hardware as per Section #08410 & #08710 and                  $84,056.00           $84,056.00
                                 approved Hardware Schedules
                                 Ref: PWS Int'l Quotation dated Oct 17-98 (copy attached)
      L.S.             L.S.      C/S Model A4115 4" deep extruded aluminum louvers with                                    $2,865.00
                                 Kynar 500 finish color Yorktown. Louvers to have blank off
                                 panels and screens as indicated.
                                   2 EA 980mm dia. round louvers with blank off panel
                                   1 EA 410 x 2025mm louver with blank off panel
                                   2 EA 590mm dia. round louvers with bird screen
                                   (Ref: Your fax dated 13 Sept-99)
      L.S.             L.S.      2 EA Bilco D-50 Hatches 2m x 2m Aluminum Hatch                                            $6,818.00
                                 12" Curb Zinc Hardware
                                 (Ref: Your fax dated 4 Oct-99)

</TABLE>

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


                                      329
<PAGE>



TELESOURCE INT'L., INC.                                         PURCHASE ORDER
860 Parkview Boulevard
Lombard, Illinois 60148
(630) 620-4787
Fax: (630) 620-4753
                                                     Page Three of Five
TO:                                          P.O. NUMBER 3404 Change Order No. 1
P.W.S. International, Inc.                            P.O. DATE October 12, 1999
340 Crompton Street
Charlotte, NC 28241

Attention: Mr. Fred Parker

Phone: 704-588-3013    Fax: 704-588-3017
                                                   REQUISITIONED BY SHBC
                                                   Elias Deeb
                                                   SHIP BY November 18, 1999
                                                   SHIP VIA Ocean Freight
                                                   F.O.B. C & F Kuwait
                                                   SHBC P.O. USH/166-A/4/99
Ship To: American Embassy Kuwait, State of Kuwait        TERMS Letter of Credit

Consigned To:


 American Embassy Kuwait, State of Kuwait
Attn: FBO / H.P.
Contract No. S-FBOAD95COO65
Bayan, Kuwait

Notifying Party:
Sayed Hamid Behbehani & Sons C.O.  W.L.L.
P.O. BOX 3065
Safat - 13031, Kuwait
Phone: (965) 245-4501/2/3
Fax: (965) 244-6820 or 242-6276
Attention: Mr. Elias Deeb

Shipping Marks: American Embassy Kuwait
                State                     of Kuwait  Purchase  order number must
                                          appear on all forms  relating  to this
                                          order.

<TABLE>
<CAPTION>

       QTY           UNIT                          DESCRIPTION                                        PRICE            AMOUNT

<S>  <C>             <C>      <C>                                                                  <C>                 <C>
      L.S.           L.S.     Architectual Pottery                                                                         $3,165.00
                                3 EA KP-19B  Classic  Greek 33" x 26" 3 EA KP-6A
                                Classic Greek 24" x 26" 3 EA KP-4C Classic Greek
                                16" x 20" (Ref: Your fax dated 5 Sept-99)
      L.S.           L.S.     4 EA Windermire Benches Style 4503                                                           $3,455.00
                                (Ref: Your fax dated 5 Sept-99)
      L.S.           L.S.     Furnish and Install specified Glass in all the exterior                                    $160,344.00
                              Windows and Doors to have 5/16" clear heat
                              strengthened Lamintated Glass with .060 PVB Vinyl Inner
                              Layer as per attached Specifications (3 pages)
                              C & F Kuwait                                                             Subtotal        $1,148,890.00

                                                                                                          Total        $1,148,890.00
</TABLE>

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




                                      330
<PAGE>

TELESOURCE INT'L., INC.                                          PURCHASE ORDER
860 Parkview Boulevard
Lombard, Illinois 60148
(630) 620-4787
Fax: (630) 620-4753
                                                    Page Four of Five
TO:                                          P.O. NUMBER 3404 Change Order No. 1
P.W.S. International, Inc.                            P.O. DATE October 12, 1999
340 Crompton Street
Charlotte, NC 28241

Attention: Mr. Fred Parker

Phone: 704-588-3013    Fax: 704-588-3017
                                                   REQUISITIONED BY SHBC
                                                   Elias Deeb
                                                   SHIP BY November 18, 1999
                                                   SHIP VIA Ocean Freight
                                                   F.O.B. C & F Kuwait
                                                   SHBC P.O. USH/166-A/4/99
Ship To:   American Embassy Kuwait, State of Kuwait       TERMS Letter of Credit

Consigned To:

 American Embassy Kuwait, State of Kuwait
Attn: FBO / H.P.
Contract No. S-FBOAD95COO65
Bayan, Kuwait

Notifying Party:
Sayed Hamid Behbehani & Sons C.O.  W.L.L.
P.O. BOX 3065
Safat - 13031, Kuwait
Phone: (965) 245-4501/2/3
Fax: (965) 244-6820 or 242-6276
Attention: Mr. Elias Deeb

Shipping Marks: American Embassy Kuwait
                              State of Kuwait


                                          Purchase  order  number must appear on
                                          all forms relating to this order.
<TABLE>
<CAPTION>


    QTY            UNIT                          DESCRIPTION                                       PRICE            AMOUNT
<S> <C>            <C>          <C>                                                             <C>                <C>
                                Terms of Payment
                                By L/C in favor of  P.W.S.  International  Inc.,
                                P.O. Box 410081,  Charlotte N.C. 28241,  USA, to
                                cover 95% of Value of P.O. against submission of
                                Shipping Documents. 5% Payable via Wire Transfer
                                within 30 Days of  receipt of the  Materials  on
                                Site and their inspection.  Notes Fabrication of
                                Wooden  Doors & Steel Doors and Frame,  Overhead
                                Coiling Door,  Aluminum Windows and Roof Hatches
                                can  be  commenced.  PWS  has to  resolve  FBO's
                                comments  for  Aluminum  Doors and  Hardware and
                                provide  us  the  approved   Submittals   before
                                fabrication and procuments.  Hardware Samples to
                                be provied to US Government for final acceptance
                                and  complete  set  of  specialized   tools  and
                                maintance  instructions  to be  provived  as per
                                Section #  08710-1.6.  Glazing to be provided as
                                per  Section  #08800 and  approved  samples  and
                                drawings.
</TABLE>

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




                                      331
<PAGE>


TELESOURCE INT'L., INC.                                      PURCHASE ORDER
860 Parkview Boulevard
Lombard, Illinois 60148
(630) 620-4787
Fax: (630) 620-4753
                                                    Page Five of Five
TO:                                            NUMBER 3404 Change Order No. 1
 P.W.S. International, Inc.                    P.O. DATE October 12, 1999
340 Crompton Street
Charlotte, NC 28241

Attention: Mr. Fred Parker

Phone: 704-588-3013    Fax: 704-588-3017
                                               REQUISITIONED BY SHBC
                                               Elias Deeb
                                               SHIP BY November 18, 1999
                                               SHIP VIA Ocean Freight
                                               F.O.B. C & F Kuwait
                                               SHBC P.O. USH/166-A/4/99
Ship To:    American Embassy Kuwait, State of Kuwait      TERMS Letter of Credit

Consigned To:

American Embassy Kuwait, State of Kuwait
Attn: FBO / H.P.
Contract No. S-FBOAD95COO65
Bayan, Kuwait

Notifying Party:
Sayed Hamid Behbehani & Sons C.O.  W.L.L.
P.O. BOX 3065
Safat - 13031, Kuwait
Phone: (965) 245-4501/2/3
Fax: (965) 244-6820 or 242-6276
Attention: Mr. Elias Deeb

Shipping Marks: American Embassy Kuwait
                              State of Kuwait

                                            Purchase order number must appear on
                                            all forms relating to this order.
<TABLE>
<CAPTION>


     QTY              UNIT                         DESCRIPTION                                     PRICE             AMOUNT
<S> <C>               <C>          <C>                                                           <C>                <C>

                                   List of Documents:
                                   3 Sets of Original Invoices
                                   One Original Certificate of Origin
                                   3 Original sets of Packing List
                                   3 Original sets of On-Board Bill of Lading
                                   The shipping documents shall be consigned to:12
                                   American Embassy Kuwait State of Kuwait
                                   Attn: FBO/H.P.
                                   The On-Board Bill of Lading and Invoice should be:
                                   "Staff Diplomatic Housing U.S. Embassy", Bayan,
                                   Kuwait, Contract No. S-FBOAD95C0065.  Also
                                   description of Goods should be "Building Materials".
                                   Notifying party must be Sayed Hamid Behbehani &
                                   Sons Co., P.O. Box 3065, Safat-13031, Kuwait
                                   Tel: (965) 245-4501/2/3 Fax: (965) 244-6820/242-6276
                                   Copy of all shipping documents should be sent to
                                   SHBC by DHL as soon  as the  shipments  is on
                                   board.
                                   Shipment must be through US Flag Ships.
</TABLE>


Authorized by: Jeffrey P. Karandjeff                   Dated: 10-12-99

Accepted by: Fred Parker at PWS Int'l., Inc.     Dated:


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

                                      332
<PAGE>