  A version of M-theory phenomenology is proposed in which the symmetry is
based on the group $SO(10) \times SO(10) \times SO(10) \times U(1) \times
U(1)$. Each SO(10) group acts on a single generation. The $U(1) \times U(1)$ is
regarded as the hidden sector symmetry group. The supersymmetry is broken in
the hidden sector by the Fayet-Iliopoulos $D$-term for each group. The $D$-term
is needed also to circumvent the powerful non-renormalization theorem since the
$SO(10) \times SO(10) \times SO(10)$ is broken down to the usual SO(10) by the
pair condensation of certain messenger sector multiplets. The exchange of U(1)
gauge bosons gives an attractive force for the pair to be created and
condensed. The off-diagonal mass matrix elements among the generations in these
messenger sector multiplets are the source of the flavor dynamics including the
CP violation. The pair condensation of another multiplet in the messenger
sector leads to the doublet-triplet splitting. The SO(10) decuplet Higgs
couples only to one of the generations. The other couplings should, therefore,
be calculated as higher order corrections. We present our preliminary results
on the calculation of the mass matrices and the mixing angles for leptons and
quarks in this model.
