Exhibit 10.02
              Agreement for Design, Supply of Plant and Equipment

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<PAGE>

CHANGE ORDER

    Change Order Date: November 30. 1998                     Change Order No.01
    Contractor: Telesource CNMI. Inc.           CUC Contract No. CUC-PG-97-C057



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

              This CHANGE ORDER NO.01 is made in reference to the  AGREEMENT FOR
              DESIGN,  SUPPLY  OF PLANT  AND  EQUIPMENT,  PRIVATE  CONSTRUCTION,
              MANINTENANCE  AND OPERATION,  AND TRANSFER OF OWNERSHIP  (Contract
              No. CUC-PG-97-C057) effective as of September 17, 1997 between the
              COMMONWEALTH  UTILITIES CORPORATION and TELESOURCE CNMI, INC. (the
              "Original  Agreement").  To the extent the terms and conditions of
              the  Original  Agreement  are not in  conflict  with the terms and
              conditions  of this Change Order No. I the  provisions of both the
              Original  Agreement  and this Change  Order No. 1 shall  hereafter
              govern the rights and obligations of the parties (collectively the
              "Expanded Agreement").


                                                     RECITALS

               A. On  October  11,  1996 CUC issued  Request  for  Proposal  No.
               97-0002 (the "RFP"),  which solicited  responses from independent
               power  producers  for  the  design   engineering,   erection  and
               operation of a power production  facility on the island of Tinian
               which was capable of sustaining a 10 MW load  expandable up to 30
               MW. B. On March 6, 1997, after discussions with those responsible
               offerors who responded to the RFP, CUC awarded the project to the
               Contractor  and on  September  17,  1997  executed  the  Original
               Agreement for the construction, ownership, operation and eventual
               transfer to CUC of the 10 MW expandable Plant

               C.  During  a  special  session  of  the  Tinian  Delegation  and
               Municipal  Council on September 2, 1998, a Joint  Resolution  was
               passed  recommending  that as per the  intent  and  spirit of the
               project  RFP,  the 10 MW Plant be expanded as quickly as possible
               in order to meet the growing power needs of the island.

               D. On September  19, 1995,  the CUC  Operations  Committee  after
               discussions with the Contractor and the Tinian leadership, made a
               determination  that it was in the best  interests  of CUC and the
               people of Tinian  for the  expansion  the Plant to be  undertaken
               before the current phase of construction is completed.



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               E. On  September  25,  1998,  after a Special  Meeting of the CUC
               Board of  Directors  acting  upon the  recommendation  of the CUC
               Operations  Committee,  the Board of Directors determined after a
               complete  review  of  all  the  circumstances   surrounding  this
               project,  the terms and  conditions  of the  original RFP and the
               Original  Contract,  and  the  Contractor's  unique  position  as
               general contractor,  owner and operator of the Plant, there was a
               demonstrated  benefit to CUC for the Contractor to commence,  the
               immediate  expansion  the  Plant  pursuant  to  Change  Order  in
               accordance with Paragraph 5.1 of the Original  Agreement "Changes
               in the Work," and the terms and  conditions  of this Change Order
               No.1.


                                                     AGREEMENT

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

                                            CHANGE IN THE SCOPE OF WORK

               2.  Expansion of the Plant Facilities.  Subject to the provisions
                   of Paragraphs 5 and 9 of this Change Order No. 1,  Contractor
                   shall perform all services and furnish all  equipment  tools,
                   materials   and   supplies   needed   for  the   fabrication,
                   installation,  assembly,  testing,  and commissioning of such
                   additional  facilities  as are necessary to increase the load
                   of the Plant and Plant  Equipment  (collectively  the  "Plant
                   Facilities") from 10 MW to 30 MW (the "Expansion").

               3.  Expansion of Existing  Physical  Plant.  The Expansion  shall
                   include but shall not be limited to all  necessary  additions
                   and  modifications  to the fuel tanks and the building  which
                   houses the generation units,  which are currently being built
                   under the Original  Agreement.  No additions or modifications
                   to the  warehouse  or Plant  office  shall be included in the
                   Expansion as these  facilities,  as currently  designed,  are
                   adequate for post-Expansion use.

               4.  Addition of 30 MW Substation. The Expansion shall include the
                   construction,  testing  and  commissioning  of a  new  30  MW
                   substation  to be located on the Site  adjacent  to the Plant
                   Facilities (the "Substation").  The Substation addition shall
                   include all buildings, structures, switchgears,  transformers
                   and other equipment necessary to fully integrate the expanded
                   Plant Facilities with CUC's existing  distribution system, as
                   generally  described  in the  attached  Exhibit  "A" which is
                   hereby incorporated by this reference.

               5.  Addition of  Generation  Units.  Within  fourteen (14) months
                   after the  execution of this Change  Order No. 1.  Contractor
                   shall furnish,  install, test and commission two (2) five (5)
                   MW, 720 RPM power generation units which,




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<PAGE>

                   in  conjunction  with the four (4) two and one-half  (2.5) MW
                   generation units provided under the Original Agreement, shall
                   increase Plant power generation  capacity to a load of twenty
                   (20) MW. In addition to the  installation of the two (2) five
                   (5) MW units as mentioned  above, in the event  Contractor in
                   its sole  discretion  determines  that the  Plant  Facilities
                   require  expansion in order to satisfy any additional  demand
                   for  power,   Contractor   may  install  from  time  to  time
                   throughout  the Extended  Term as set forth in Paragraph 9 of
                   this Change Order No.1,  one or more  additional  five (5) MW
                   generation units;  provided,  however,  that at no time shall
                   the load of the expanded Plant Facilities  exceed thirty (30)
                   MW and in no event shall the replacement or  refurbishment of
                   any  previously  installed  generation  unit be counted as an
                   additional unit.

                      1.       Expanded Operation and Maintenance Services.
                               Throughout  the Extended  Term,  as set forth in
                               Paragraph  9,  Contractor  shall  provide all
                               services  necessary  to operate and maintain the
                               Plant  Facilities in the most  efficient  manner
                               practical under the  manufacturer's
                               specifications  and in coordination  with CCC
                               (the "Plant Operations").  At a minimum,  Plant
                               Operations shall include all services  necessary
                               to operate the Plant  Facilities  within the
                               parameters  set forth in the  Original
                               Agreement as well as any  additional  services
                               necessary  for the  operation of the
                               expanded Plant  Facilities,  as its maximum
                               capacity is increased from time to time,
                               upon the same terms.

                       2.      Fuel   Consumption   and  Generator   Efficiency.
                               Contractor  shall operate the Plant in accordance
                               with   the   manufacturers'    fuel   consumption
                               specifications for each generation unit and shall
                               perform all  maintenance  and  operation  work in
                               accordance  with Good  Utility  Practice  and the
                               Minimum  Operations and Maintenance  Requirements
                               as  subsequently  agreed to in writing by CUC and
                               Contractor  in  accordance  with  the  terms  and
                               conditions of the Original Agreement.

              8.   Fuel Oil.  CUC shall,  at its own cost,  provide all fuel oil
                   necessary  for the  operation  of the  Plant  at its  maximum
                   capacity, as such capacity may be increased from time to time
                   throughout  the Extended  Term.  Fuel shall at a minimum meet
                   the  specifications as set forth in Exhibit A of the Original
                   Agreement.

                                              CHANGE IN CONTRACT TERM

              9.   Extended Term. This Extended Agreement shall become effective
                   upon the  execution  of this  Change  Order  No.1,  and shall
                   remain in full force and effect until the  expiration  of ten
                   (10) years after the successful  testing and commissioning of
                   the last power  generation  unit installed under Paragraph 5,
                   unless sooner  terminated  under  Paragraph 11 of this Change
                   Order   or   Paragraph   19  of   the   Original   Agreement.
                   Notwithstanding  any other provision in this Change Order No.
                   1, no additional units shall be installed,



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                   tested or  commissioned  so as to allow the  Extended  Term
                   to  continue  beyond the Term of the Lease for the Site,
                   recorded at File No. 98-2806, Commonwealth Recorder.

                                             CHANGE IN CONTRACT PRICE

              10.  Payment.  Upon receipt of Contractor's  monthly invoice,  CUC
                   shall  pay  each  of  the   following   production   fees  to
                   Contractor:

                   (a)    For a  period  of ten  (10)  years  from  the  date of
                          Substantial  Completion  as  defined  in the  Original
                          Agreement,  CUC  shall  pay  for the  first  5,140,000
                          kilowatt-hours  produced  each month (the "Base Load")
                          in  the  manner  set  forth  in  Paragraph  6.2 of the
                          Original Agreement.

                   (b)     For a period of ten (10)  years  commencing  upon the
                           completion of the expanded 30 MW Plant Facilities and
                           the successful testing and commissioning of the first
                           two additional 5 MW generation  units,  CUC shall pay
                           in addition to payment under  Paragraph (a) above,  a
                           fixed  fee of  $0.065  (six  and a half  cents)  (the
                           "Expansion  Rate")  per each  kilowatt-hour  produced
                           each  month in excess  of the Base Load (the  "Second
                           Phase Load").

                   (c)     In the event any  additional  generation  unit(s) are
                           added by Contractor  pursuant to Paragraph 5, and for
                           a period of ten (10) years  commencing upon the their
                           successful testing and  commissioning,  CCC shall pay
                           in addition to payment under  Paragraphs  (a) and (b)
                           above, an additional fee for power produced in excess
                           of the  Base and  Second  Phase  Loads,  at a rate of
                           $0.065 (six and a half cents) per each  kilowatt-hour
                           or as mutually agreed upon by the parties.

                   (d)     From the  expiration  of each ten year  period  as
                           set forth in  Paragraphs  (a) and (b)
                           above  through the end of the  Extended  Term,  the
                           fee due from CUC to  contractor  for each  kilowatt-
                           hour  produced  under such  Paragraph  shall be
                           reduced to $0.03  (three cents)  per  kilowatt-hour,
                           adjusted  to  reflect  the  annual  increase  in the
                           Gross Domestic  Product  Implicit Price  Deflector
                           for each year  commencing as of 1999.  This
                           reduced fee shall represent the cost of operation and
                           maintenance,  including  manpower, consumables,
                           spare  parts and  lubricating  oil,  but shall not
                           include the cost of CUC provided fuel.

              11.  Prepayment.  CUC shall be entitled to terminate this Expanded
                   Agreement for convenience  upon pre-payment of the sum of the
                   pre-payment  purchase price for the applicable  period as set
                   forth  in  Schedule  2 to  the  Original  Agreement  and  the
                   pre-payment  purchase price for the expansion as set forth in
                   Schedule 2.1, which is attached to this Change Order No. 1 as
                   Exhibit "B" and is hereby  incorporated  by reference.  CUC's
                   option to terminate for  convenience  by  pre-payment  may be
                   exercised by giving  written  notice to  Contractor  at least
                   ninety (90) days prior to the applicable buy-out date listed



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<PAGE>

                   in Schedule 2.1, and by payment of the sum of the  applicable
                   pre-payment  purchase  prices as set forth in  Schedule 2 and
                   Schedule  2.1.  Pre-payment  shall be possible  only in those
                   years in which  pre-payment  is allowed under both Schedule 2
                   and Schedule 2.1.

                                EQUITABLE ADJUSTMENTS TO ORIGINAL AGREEMENT

               12. Final  Payment  Date.  Title and risk of loss shall pass from
                   Contractor  to CUC in the manner set forth in Paragraph  24.1
                   of the Original  Agreement;  provided  however that title and
                   risk  of  loss  shall  remain  in   Contractor,   to  protect
                   Contractor's   security   interest  in  the  expanded   Plant
                   Facilities,  until all  payments  owing  under this  Extended
                   Agreement  are  paid  in  full.   Notwithstanding  any  other
                   provision in this Change Order No. 1, after the final payment
                   is made by CUC pursuant to sub-Paragraph 10(b) of this Change
                   Order  No. 1,  Contractor  shall not have nor allow any third
                   party liens or any other third party  encumbrances  to remain
                   or be  placed on the  Plant or Plant  Facilities  constructed
                   under  the  Original   Agreement,   or  the  Plant  or  Plant
                   Facilities   comprising  the  expansion  to  twenty  (20)  MW
                   pursuant  to  Paragraphs  2, 3,4 and 5 of this  Change  Order
                   No.1.

               13. Damages.  In addition to all rights and remedies available to
                   the parties under the Original Agreement, each party shall be
                   entitled  to  recover  any proven  loss,  cost,  expense,  or
                   damages incurred,  including lost profits,  attributable to a
                   breach  by  the  other  party  of  this  Extended  Agreement;
                   provided   that  the  damages   provisions  of  the  Original
                   Agreement  shall be  applicable  as set forth In Paragraph 14
                   below.

               14. Savings Clause.  All rights and obligations of the parties as
                   set  forth  in the  Original  Agreement  shall  apply to this
                   Extended  Agreement to the extent they do not  conflict  with
                   the express  terms of this Change  Order No. 1. To the extent
                   there is an ambiguity between this Change Order No. 1 and the
                   Original Agreement, the Original Agreement shall be deemed to
                   express the  over-all  intent of the Parties in  interpreting
                   the express provisions of this Change Order No.1.




[This space intentionally left blank]





                                      232
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                       IN WITNESS WHEREOF, the parties have executed this Change
               Order No. 1 as on the date(s) set forth below.



               Procurement and Supply

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

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


               Commonwealth Utilities Corporation Comptroller

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

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


               Attorney General

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

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





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<PAGE>

               Commonwealth Utilities Corporation

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

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


               Commonwealth Development Authority

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


               Telesource CNMI, Inc.

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


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

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

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


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


                                                    SCHEDULE OF
                                                     EQUIPMENT


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<PAGE>

               (General Description of Equipment, Subject to Modification and
                Elaboration)

                       The  following   lists  a  general   description  of  the
               equipment  making up the major  components of the first expansion
               from a 10 MW  facility  to a 30 MW  facility  capable  of a 20 MW
               maximum load:


                               1.      2 X 5 MW Diesel Generator Sets

                               2.      Cooling System

                               3.      Breeching System with Mufflers

                               4.      Stack Suitable for Four (4) Exhaust Units

                               5.      Building Expansion Suitable for
                                       Thirty (30) MW

                               6.      Extension of Existing Switchgear

                               7.      Main 420,000 Gallon Fuel Storage Tank

                               8.      Daily Fuel Tanks with Fuel Accessories

                               9.      Compressed Air Starting System

                               10.     Lube Oil Distribution System

                                Ii.     Waste Oil Disposal System

                                12.     Substation

                               13.     Ventilation Fans and Air Intake System



                       Please see the attached  layout  drawings and  schematics
for further detail.




                                                                       PAGE 8



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                                   EXHIBIT "B"


                                                   SCHEDULE 2.1
                                          PREPAYMENT FOR EXPANSION PHASE

                     (To Be Paid in Addition to the Prepayment Price Set Forth
                                            in Schedule 2)

              EXPANDED 20 MW PHASE                         AMOUNT IN US$

              Commissioning & Testing                      12,250,000.00

              End of Year 3                                 9,783,000.00

              End of Year 4                                 8,821,000.00

              End of Year 5                                 7,750,000.00

              End of Year 6                                 6,540,000.00

              End of Year 7                                 5,200,000.00

              End of Year 8                                 3,900,000.00






                                   EXHIBIT "B"
                                   PAGE l OF 1



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