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                                 Exhibit 10.05
                    Agreement between Sayed Hamid Behbehani





                                 SHBC-TELESOURCE


                              CONTRACT OF AGREEMENT



         This  agreement  is hereby  entered  into by and  between  Sayed  Hamid
Behbehani & Sons Co. which is a corporation  duly  organized and existing  under
the laws of the State of Kuwait  (herein after  referred to as  "Company"),  and
Telesource CNMI Inc. (herein after referred to as "Subcontractor").

         Witnesseth that, whereas Company desires to utilize the services of the
Subcontractor  and the  Subcontractor  desires to provide  those  services,  now
therefore in  consideration  of the promises  contained  herein  Company and the
Subcontractor do mutually agree as follows.

         1. The Subcontractor, acting as an independent contractor and not as an
agent,  representative,  or employee of Company, shall build on a turn-key basis
all the necessary  facilities  (as described in the attached VOA RFP),  with its
own personnel and building equipment and shall otherwise do all things necessary
or incident to the  performance of the services as agreed upon herein.  Attached
hereto and made a part hereof is the latest  version of the Request for Proposal
issued by the United States Information  Agency. All parts of this RFP which are
relevant to Subcontractors  scope of work are hereby identified as the Statement
of Work.  The  Subcontractors  scope of work excludes the provision of all major
equipment  and supplies  necessary for the  completion  of the project:  such as
buildings, transmitters, fuel tanks, towers, antennas, cable, diesel generators,
water treatment systems, etc., and all related ancillary equipment and supplies.
These items will be provided by the Company and shipped to  Saipan/Tinian by the
Company for the "custody" of  Subcontractor.  It is acknowledged by both parties
that by the time the referenced  equipment  arrives in the CNMI it has been paid
for by the Voice Of America, and that rightful title to said equipment lies with
the Voice Of America. Upon receipt of said equipment,  Subcontractor will act in
a fiduciary  capacity to the Voice Of America and the  Company,  and will handle
the equipment  accordingly.  Subcontractor  will  transport the equipment to the
project site and commence with the erection and installation  process as per the
terms and conditions of this Agreement.

              2.  The  services  to be  performed  by  the  Subcontractor  shall
commence on November 1,1996 and shall continue through March 1,1999. This period
includes time for the delivery of all required items  including the final report
unless otherwise specifically stated elsewhere in this agreement.

         3. This is a  cost-plus-fixed-fee  technical services agreement.  It is
estimated  that  the  total  cost of the work  under  this  agreement  will be $
2,000,000   (Two  Million   Dollars),   which  includes  an  estimated  cost  of
$1,850,000,(  One Million Eight Hundred and Fifty Thousand  Dollars) and a fixed
fee of $ 150,000 (One Hundred and Fifty Thousand Dollars).  Unless the agreement
is  incrementally  funded  as  noted  elsewhere,  this is the  amount  presently
authorized.

         For   performance  of  this   agreement,   Company  shall  pay  to  the
Subcontractor in consideration  for its efforts the incurred costs and fixed fee
thereof  determined  to be allowable  in  accordance  with  Federal  Acquisition
Regulation 52.216-07 and 52.216-08.  Payment on account of allowable costs shall
not in the aggregate exceed the amount authorized.

         Whenever the Subcontractor has reason to believe that the total cost of
the work under this  agreement  will be greater or  substantially  less than the
amount authorized, the



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Subcontractor shall promptly notify the Company in writing when the aggregate of
expenditures plus outstanding  commitments and liabilities allowable is equal to
85 percent of the amount then authorized. When such expenditures and outstanding
commitments and liabilities equal 100 percent of such amount,  the Subcontractor
shall make no further  commitments  or  expenditures  and shall be excused  form
further performance of the work unless and until the Company thereafter shall by
written notice increase the amount authorized.

The  Subcontractor  may bill on each  invoice the amount of fee bearing the same
percentage  to the total  fixed fee as the  amount of cost  billed  bears to the
total  estimated  cost.  After  payment of 85 percent of the fixed fee set forth
above,  Company will  temporarily  withhold further payment of fee. This reserve
will  not be paid  until  the  Subcontractor  has  complied  with  all  material
requirements of this agreement. The reserve will not accrue any interest.

          4. This  agreement is a completion  type wherein the technical  effort
and deliverables are required to be provided as part of the effort. In the event
that the technical effort and one or more of the deliverables cannot be provided
within the estimated cost,  Company can elect to provide  additional funds in an
amount mutually agreed to so that the technical  effort can be completed and the
deliverables  provided.  In no event, however, will any additional fee/profit be
paid on any such additional funds.

          5. This agreement is incrementally  funded.  Total funds in the amount
of $1,000,000  (One Million  Dollars).  are  presently  available for payment of
allowable  costs.  Until  such time that  additional  funds are  committed,  the
Subcontractor  shall not incur  costs nor will  Company  be liable  for costs in
excess  of  this  amount.   Costs  referred  to  in  this  paragraph  include  a
proportionate profit/fee, if applicable to this agreement.

          6.  The   Subcontractor's   obligation  under  this  agreement  is  to
diligently  pursue all  required  work and to provide all  required  reports and
other  deliverables,  if any,  within  the  parameters  of the  level of  effort
described herein.

          7. The  Subcontractor  shall submit  invoices to Company in its Kuwait
office.  Invoices shall reflect the agreement  number.  Invoice terms are net 30
days. Each item of equipment  having an acquisition cost of $500 or more that is
purchased  shall be  itemized  separately.  The final  invoice  should be marked
"Final Invoice."

          8. Company may at any time,  by written  notice to the  Subcontractor,
terminate this  agreement,  in whole or in part,  either for the  convenience of
Company or  Company's  prime  contract  sponsor or because of the failure of the
Subcontractor to fulfill its obligations. Any such action shall be in accordance
with the FAR termination  clause of this agreement.  However,  in order to allow
Company  time  to  complete  its  final  termination  settlement  proposal,  the
Subcontractor  shall  submit its  proposal  promptly  but no later than nine (9)
months from the effective date of termination  unless this period is extended in
writing by Company.  In no event will payments be made for anticipatory  profits
or consequential damages as a result of a termination of this agreement. This is
in  conformance  with the  Federal  Government's  policy as set forth in Federal
Acquisition Regulation 49.108-3(a) and 49.108-5(a).


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          9. Any  controversy  upon a question of fact and/or law  pertaining to
this  agreement  or the  performance  thereof,  which  cannot be  satisfactorily
adjusted  between  the  parties  hereto,  shall be  decided by  recourse  to any
available legal, equitable, or administrative remedies. Pending final resolution
of any request for relief, claim, appeal, or action arising under the agreement,
the  Subcontractor  shall  diligently  proceed  with  the  performance  of  this
agreement  unless  directed by Company.  This article  shall to be considered to
give the Subcontractor any Rights under the "Disputes" clause of Company's prime
government  contract.  If as a result of any  decision or judgment  (including a
government audit of the Subcontractor's books and records) which is binding upon
the Subcontractor and Company,  Company is unable to obtain  reimbursement  from
the Government  under the prime contract for, or if required to refund or credit
to the Government,  any amount with respect to any item of cost or fee for which
Company  has  reimbursed  Subcontractor,  the  Subcontractor  shall,  on demand,
promptly  repay such amount to  Company.  The rights and  obligations  described
herein shall survive completion of and final payment under this agreement.

          10. Company, through any authorized representative,  has the right, at
all reasonable  times, to inspect,  or otherwise  evaluate the work performed or
being performed  hereunder and the premises where it is being  performed.  . All
inspections  and  evaluations  shall be  performed  in such a manner as will not
unduly delay the work.

          11.  Company may at any time, by written  order to the  Subcontractor,
require the  Subcontractor  to stop all, or any part,  of the work called for by
this agreement for a period of up to ninety days. Upon receipt of such an order,
the Subcontractor  shall forthwith comply with its terms and take all reasonable
steps to minimize the  incurrence of costs  allocable to the work covered by the
order during the period of work stoppage.  Within the  ninety-day  period or any
extension of that period to which the parties  shall have agreed,  Company shall
either (i) cancel the stop work order,  or (ii)  terminate  the work  covered by
such order.

          If a stop work order is canceled in writing,  the Subcontractor  shall
resume work. If the period of the order or any extension thereto merely expires,
the  Subcontractor  shall contact Company and ask for directions before resuming
work or treating  the silence as a  termination  for  convenience.  An equitable
adjustment  shall be made in the delivery  schedule  and/or  estimated  cost and
fixed fee, and the agreement  shall be modified in writing  accordingly,  if (I)
the stop work order  results in an increase in the time  required for, or in the
Subcontractor's costs properly allocable to, the performance of any part of this
agreement within twenty (20) days after the end of the period of work stoppage.

          If a  stop  work  order  is not  canceled  and  the  work  covered  is
terminated for the convenience of Company and/or its prime contract sponsor, the
reasonable costs resulting from the stop work order shall be allowed in arriving
at the termination settlement in accordance with FAR 52.249-06.

          12. This agreement  shall be governed and construed in all respects by
federal  contract  law  as  enunciated  and  applied  by  federal  statutes  and
regulations and by federal  judicial  bodies,  boards of contract  appeals,  and
other judicial and quasi-judicial agencies of the federal government.



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          13. The attached  close-out report must be filled out, signed,  dated,
and  returned  to the  Company  at the end of the period of  performance  of the
agreement.

          14. If  requested by the  Company,  Subcontractor  agrees to close out
this  agreement  in  accordance  with  the  procedures  established  in  Federal
Acquisition  Regulation (FAR) 42.708. As such, the Subcontractor  will negotiate
the  settlement of indirect costs in advance of the  determination  of its final
indirect costs rates if

          (a)     the agreement is physically complete;
          (b) the  amount of  unsettled  indirect  cost to be  allocated  to the
          agreement  is  relatively  insignificant;  and  (c)  agreement  can be
          reached on a reasonable estimate of allocable dollars.

          The provisions  providing for allowable  costs and payments that are a
part of this agreement will be applied, as necessary, in this procedure.

          15. It is agreed that this effort is not of a research and development
nature  and  there  is no  expectation  that  any  "invention"  (defined  as any
discovery which is or may be patentable or otherwise  protectable under Title 35
of the United  States  Code) of the  Subcontractor  will be  conceived  or first
actually reduced to practice in the performance of work under this agreement.

          16. The sponsor of Company's  prime  contract under which this work is
being funded is The United States Information  Agency. The prime contract number
is IA 2101-C 6234574.

          17. FAR 52.243-2,  Changes - Cost Reimbursement,  is hereby changed to
the extent that the time for  submitting a proposal is 20 days,  not 30, so that
Company will have time to prepare the proposal under its prime contract.

          18. This  agreement may not be assigned,  in whole or in part, nor may
any  assignment  of any money due or to become due be made by the  Subcontractor
without, in each case, the prior written consent of Company.

          19. The provisions of the FAR listed below and other attached articles
and provisions, if any, as applicable, and as in effect on the date of the award
of this agreement by Company (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 Company and the Subcontractor  hereunder,  be
interpreted  and construed in such manner as to recognize and give effect to the
contractual  relationship  between  Company  and the  Subcontractor  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  Company  and the  Company's  authorized  representative  hereunder,
respectively,  except  under  those  clauses  relating to the rights to audit or
examine the Subcontractor's  financial records, and all other clauses noted with
an asterisk (*), in which



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          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.

                      Federal Acquisition Regulations (FAR)
                               Cost-Plus-Fixed-Fee



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                   Subcontractor Cost or Pricing Data
52.215-25                   Subcontractor Cost or Pricing Data - Modification
52.215-30                   Waiver of Facilities Capital Cost of Money
52.216-07                   Allowable Cost and Payment
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 - Alternative 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



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52.232-23                   Assignment of Claims
52.242-01                   Notice of Intent to Disallow Costs
521.242-7000                Submission of Commercial Freight Bills to the
                            General Services
                            Administration for Audit
52.243-2                    Changes - Cost Reimbursement - Alternative 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



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                                    APPENDIX

                                Close-out Report

SUBCONTRACTOR NO.:

SUBCONTRACTOR:

INSTRUCTIONS:              Complete and return to: Sayed Hamid Behbehani & Sons
                                                  Co. C/O Nidal
Z.   Zayed 180 North LaSalle St. Chicago II. USA 60601, at the end of the period
of performance of the agreement.

 A.      Property Certificate
         The  Subcontractor  hereby certifies that, with respect to any property
furnished by Company and/or the Government or purchased under this agreement and
in compliance with any and all agreement  provisions  relating to such property,
the following applied (check one as appropriate):

              --- The  Subcontractor  has Government  and/or Company property or
                  scrap.  (A  property  inventory  form will be  provided to the
                  Subcontractor by Company when this form is returned.)

             ---  The  Subcontractor  has  disposed  of  all  Government  and/or
                  Company  property and any generated  scrap in accordance  with
                  Company instructions and the terms of this agreement.

             ---  No Government or Company property was furnished, purchased, or
                  otherwise  acquired  by the  Subcontractor  or his lower  tier
                  subcontractors under this agreement.


                  Signed: _____________________       Date: ____________________


              Printed Name and Title: _________________________________________


B. Subcontractor's Release of Claims and Assignments of Refunds, Rebates, and
   Credits.
          1.  Pursuant  to the  terms  of this  agreement  and in  consideration
thereof  which  has  been  or  is to be  paid  under  the  said  agreement,  the
Subcontractor or its assignees, if any, upon payment of said consideration, does
remise,  release, and discharge Company and the U.S. Government (including their
officers,  agents,  and  employees)  of and from all  liabilities,  obligations,
claims, and demands whatsoever under or arising from this agreement except:

          a.      Specified  claims in stated  amounts or in  estimated  amounts
                  where the amounts are not  susceptible of exact  statements by
                  the Subcontractor, as follows.

          b.      Claims,  together with reasonable  expenses  incidental
                  thereto,  based upon the liabilities of the Subcontractor to
                  third parties arising out of the performance of



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                  this agreement,  which are not known to the  Subcontractor  on
                  the date of the  execution  of this  release  and of which the
                  Subcontractor  gives  notice in writing to Company  within the
                  period specified in said agreement, and provided further, that
                  the  Subcontractor  gives  notice of such claims in writing to
                  Company  not more than  five (5) years  after the date of this
                  release  or the date of any notice to the  Subcontractor  that
                  Company  is  prepared  to make  final  payment,  whichever  is
                  earlier.

          c.      Claims  for  reimbursement  of  costs,   including  reasonable
                  expenses  incidental  thereto,  incurred by the  Subcontractor
                  under any provision of this agreement relating to patents.

          d.      If there is included in the  agreement a provision  concerning
                  "Data Requirements," claims pursuant to such provision where a
                  written  request by  Company  and/or  the U.S.  Government  to
                  furnish  data is made within the  one-year  period after final
                  payment.

          The  Subcontractor  agrees, in connection with patent matters and with
claims which are not  released as set forth above,  that it will comply with all
provisions of this agreement,  including  without  limitations  those provisions
relating to  notification  to Company and relating to the defense or prosecution
of litigation.

          2. Further, in consideration of the reimbursement of costs and payment
of fee under this agreement and any  assignment  thereunder,  the  Subcontractor
does hereby:

          a.      Assign,  transfer,  set over and release to Company all right,
                  title, and interest to all refunds, rebates, credits, or other
                  amounts  (including any interest  thereon)  arising out of the
                  performance of said agreement, together with all the rights of
                  action accrued or which may hereafter accrue thereunder.

          b.      Agree to take  whatever  action  may be  necessary  to  effect
                  prompt  collection of all refunds,  rebates,  credits or other
                  amounts  (including  any interest  thereon);  due or which may
                  become due, and to promptly  forward to Company  checks,  made
                  payable  to  Company,  for  any  proceeds  so  collected.  The
                  reasonable costs of any such action to effect collection shall
                  constitute  allowable costs when approved by Company as stated
                  in said  subcontract  and may be applied to reduce any amounts
                  otherwise payable to Company under the terms hereof.

         c.       Agree to cooperate  fully with Company as to any claim or suit
                  in connection with refunds, rebates, credits, or other amounts
                  due (including any interest thereon);  to execute any protest,
                  pleading,  application,  power of attorney, or other papers in
                  connection therewith; and to permit Company to represent it at
                  any hearing,  trial, or other  proceeding  arising out of such
                  claim or suit.



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          IN WITNESS HEREOF,  the parties hereto have accepted and executed this
agreement as of the latest date noted below.


         SAYED HAMID                                     TELESOURCE CNIMI, Inc.
         BEHBEHANI & SONS CO. W.L.L.

         Signature: /s/ Fouad S. H. Behbehani     Signature:  /s/ K. J. Semikian
         Printed Name and Title:
            Fouad S. H. Behbehani                 Printed Name and Title:
                                 K. J. Semikian
         Chairman
                                                   President
         Date:  January 6, 1997                    Date:  January 6, 1997





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                                                                    ADDENDUM


                   The  following  is an  addendum  to the  agreement  dated 6th
                   January 1997 between Sayed Humid Behbehani & Sons Co. (herein
                   after  referred to as  "Company"  and  Telesource  CNMI,  Inc
                   (herein after referred to as "Subcontractor")

                   Witnesseth   that,   whereas   Company  desires  to  continue
                   utilizing   the  services  of  the   subcontractor   and  the
                   Subcontractor   desires  to  provide  those   services,   now
                   therefore in consideration  of the promises  contained herein
                   Company and the Subcontractor do mutually agree as follows:

                   l-     All terms and conditions and statements of the January
                          6, 1997  contract not  specifically  addressed in this
                          addendum are still valid.
                   2-     Subcontractor  shall raise a single invoice per month
                          covering  the  activities  carried  out on a fix price
                          bases as follows:

                          2.1    Manpower . .                      $   30,000.00
                          2.2    Construction Equipment rentals    $   35,000.00
                          2.3    Tower Crane rental                $   50,000.00
                          2.4    Misc. expenses for all services
                                 Provided, such as: housing, food,
                                 Communications, fuel, etc..      $    45,000.00


                             Total  of  monthly   lump-sum   cost  $  160,000.00
                             Overhead  and  profit $  12,000.00  Grand  total of
                             monthly invoice $ 172,000.00

                  3- In addition all local purchases and  procurements  shall be
                  invoiced  to the Company on monthly  bases plus 7.5%  overhead
                  and profit. 4- This Addendum shall be effective from September
                  1st 1998.

                   IN WITNESS  HEREOF,  the  parties  hereto have  accepted  and
executed this agreement as of the latest date noted below.




         SAYED HAMID                              TELESOURCE CNIMI, Inc.
         BEHBEHANI & SONS CO. W.L.L.

         Signature: /s/ Fouad S. H. Behbehani     Signature:  /s/ K. J. Semikian
         Printed Name and Title:   Fouad S. H.
                                   Behbehani      Printed Name and Title:
                                                        K. J. Semikian
                                 Chairman              President
         Date:  August 27, 1998                   Date:  August 27, 1998

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