Page  1
                                                    CONFORMED COPY
                                              LOAN NUMBER 3557 MOR
                        Guarantee Agreement
         (Telecommunications Sector Restructuring Project)
                              between
                        KINGDOM OF MOROCCO
                                and
               INTERNATIONAL BANK FOR RECONSTRUCTION
                          AND DEVELOPMENT
                       Dated April 29, 1993
                                              LOAN NUMBER 3557 MOR
                        GUARANTEE AGREEMENT
      AGREEMENT, dated April 29, 1993, between KINGDOM OF MOROCCO
(the Guarantor) and INTERNATIONAL BANK FOR RECONSTRUCTION AND
DEVELOPMENT (the Bank).
      WHEREAS (A) the Guarantor and the National Post and
Telecommunications Authority (hereinafter referred to as the
Borrower), having been satisfied as to the feasibility and priority
of the Project described in Schedule 2 to the Loan Agreement, have
requested the Bank to assist in the financing of the Project; and
      (B)   by the Loan Agreement of even date herewith between the
Bank and the Borrower, the Bank has agreed to extend to the Borrower
a loan in various currencies equivalent to one hundred million
dollars ($100,000,000), on the terms and conditions set forth in the
Loan Agreement, but only on condition that the Guarantor agree to
guarantee the obligations of the Borrower in respect of such loan
and to undertake such other obligations, as provided in this
Agreement; and
      WHEREAS the Guarantor, in consideration of the Bank's entering
into the Loan Agreement with the Borrower, has agreed so to
guarantee such obligations of the Borrower and to undertake such
other obligations;
Page  2
      NOW THEREFORE the parties hereto hereby agree as follows:
                             ARTICLE I
                  General Conditions; Definitions
      Section 1.01. The "General Conditions Applicable to Loan and
Guarantee Agreements" of the Bank, dated January 1, 1985, with the
modifications set forth below (the General Conditions) constitute an
integral part of this Agreement:
      (a)   The last sentence of Section 3.02 is deleted.
      (b)   In Section 6.02, sub-paragraph (k) is re-lettered as
sub-paragraph (l) and a new sub-paragraph (k) is added to read:
            "(k)  An extraordinary situation shall have arisen under
      which any further withdrawals under the Loan would be
      inconsistent with the provisions of Article III, Section 3 of
      the Bank's Articles of Agreement."
      Section 1.02. Unless the context otherwise requires, the
      several terms defined in the General Conditions, and in the Preamble
      to and Section 1.02 of the Loan Agreement have the respective
      meanings therein set forth.
                            ARTICLE II
                             Guarantee
      Section 2.01. Without limitation or restriction upon any of
its other obligations under the Guarantee Agreement, the Guarantor
hereby unconditionally guarantees, as primary obligor and not as
surety merely, the due and punctual payment of the principal of, and
interest and other charges on, the Loan, and the premium, if any, on
the prepayment of the Loan, all as set forth in the Loan Agreement.
                            ARTICLE III
                          Other Covenants
      Section 3.01. The Guarantor shall take all measures as may be
required on its part (including, without limitation the granting of
licenses and issuance of approvals) to enable the Borrower to carry
out the Project and to comply with its other obligations under the
Loan Agreement.
                            ARTICLE IV
            Representatives of the Guarantor; Addresses
      Section 4.01. The Minister of Finance of the Guarantor is
designated as representative of the Guarantor for the purposes of
Section 11.03 of the General Conditions.
      Section 4.02. The following addresses are specified for the
purposes of Section 11.01 of the General Conditions:
      For the Guarantor:
            Ministcre des Finances
            Rabat
            Kingdom of Morocco
            Cable address:Telex:
                   MINISTERE FINANCES          36936
                   Rabat                       36919
                   Morocco
      For the Bank:
Page  3
            International Bank for
              Reconstruction and Development
            1818 H Street, N.W.
            Washington, D.C. 20433
            United States of America
            Cable address:                 Telex:
                   INTBAFRAD                 248423 (RCA),
                   Washington, D.C.           82987 (FTCC),
                                              64145 (WUI) or
                                             197688 (TRT)
      IN WITNESS WHEREOF, the parties hereto, acting through their
duly authorized representatives, have caused this Agreement to be
signed in their respective names in the District of Columbia, United
States of America, as of the day and year first above written.
                         KINGDOM OF MOROCCO
                         By /s/ Mohamed Berrada
                                         Authorized Representative
                         INTERNATIONAL BANK FOR
                           RECONSTRUCTION AND DEVELOPMENT
                         By /s/ Caio Koch-Weser
                                           Regional Vice President
                                      Middle East and North Africa