<PAGE>

                                                                    EXHIBIT 10.2

                              ASSIGNMENT OF CLAIM

     1.   Davel Communications, Inc. its successors and assigns ("Assignor"),
for good and valuable consideration paid to the Assignor's account set forth on
Schedule I attached hereto, in the amount identified on Schedule I attached
hereto as the Initial Purchase Price, hereby absolutely and unconditionally
sells, transfers and assigns unto DEUTSCHE BANK SECURITIES INC., and its
successors and assigns, with offices at 31 West 52nd Street, New York, New York
10019 ("Assignee"), all right, title and interest in and to that certain claim
of Assignor against MCI Worldcom Network Services, Inc. ("Debtor"), the
debtor-in-possession in the chapter 11 reorganization case, Case No. 02-42229
(the "Case"), in the United States Bankruptcy Court for the Southern District of
New York (the "Bankruptcy Court"), and all of its right, title and interest in
and to the following (excluding, however, the "Retained Interest" as that term
is hereinafter defined) (a) the Proof of Claim (as defined below) and all
agreements, instruments, invoices, purchase orders, proofs of delivery and all
other documents evidencing, or relating to the claim and supporting the filing
of a proof of claim against the Debtor in the Claim Amount (as defined below);
(b) all of Assignor's right to receive principal, interest, fees, expenses,
damages, penalties and other amounts in respect of, or in connection with, any
of the foregoing; and (c) all other claims, causes of action against the Debtor,
its affiliates, any guarantor or other third party relating to or arising from
assessment of dial-around compensation for the periods denoted in the Proof of
Claim, together with voting and other rights and benefits arising from, under or
relating to any of the foregoing, including, without limitation, all of
Assignor's rights to receive cash, securities, instruments and/or other property
or distributions issued in connection with any of the foregoing or the Case
(collectively, the "Claim"). For purposes of this Agreement, the term Retained
Interest shall mean all of Assignor's right, title and interest in and to any
judgments, orders, proceeds, distributions or payments entered, made or
delivered in respect of the litigation (the "Litigation") commenced by APCC
Services, Inc. on behalf of, among others, the Assignor against the Debtor that
is currently pending, but stayed, in the United States District Court for the
District of Columbia, Case No. 1:01CV00638 and any appeals or removals to the
Bankruptcy Court therefrom or any similar litigation commenced by APCC Services,
Inc. on behalf of the Assignor against the Debtor in Bankruptcy Court in
connection therewith. The Retained Interest shall include any rights of the
Assignor to direct APCC Services, Inc. on issues, participate, or be heard, in
the Litigation. The Retained Interest shall not include any right of Assignor to
vote the Claim in connection with a plan or reorganization or liquidation in the
Case. The Initial Purchase Price shall be made by wire transfer within four
business days after execution of this Agreement.

     2.   Assignor represents, warrants and covenants to Assignee that as of the
date set forth on the signature page hereto, (i) a proof of claim (the "Proof of
Claim") in the amount of $21,418,744.38 (the "Proof of Claim Amount"), including
$13,514,510.64 representing the Retained Interest, has been duly and timely
filed in the Bankruptcy
<PAGE>

Case with respect to the Claim and a true and complete copy of the Proof of
Claim is attached hereto as "Exhibit B", (ii) the Proof of Claim has not been
revoked, withdrawn, or otherwise retracted or modified and no right thereunder
has been waived, (iii)(iv) and it is the intent of the parties that Assignee
shall be entitled to identify itself as the owner of that portion of the Proof
of Claim that excludes the Litigation Portion on the records of the Bankruptcy
Court.

     3.  Assignor further represents, warrants and covenants that, as of the
date set forth on the signature page hereof (a) the Claim is a valid,
liquidated, non-contingent, undisputed claim against the Debtor in at least the
amount of $1,015,150 (the "Claim Amount"), which is valid and enforceable
against the Debtor; (b) the Claim is listed in the Debtor's schedule of
liabilities filed by the Debtor in the Case (the "Schedule"), as liquidated,
non-contingent and undisputed in the Claim Amount; (c) except for the consent of
certain of Assignor's lenders as evidenced in "Exhibit D" (the "Lender's
Consent"), and a filing of a Bankruptcy Rule 3001 (e) notice, no other consent,
approval, filing or corporate, partnership or other action is required as a
condition to, or otherwise in connection with, the execution, delivery and
performance of this Assignment of Claim agreement (this "Agreement") by
Assignor; (d) this Agreement has been duly authorized, executed and delivered by
Assignor and Assignor has the requisite power and authority to execute, deliver
and perform this Agreement and the transactions contemplated by this Agreement
are not in contravention of any law, order, regulation or agreement by which
Assignor is bound; (e) this Agreement constitutes the valid, legal and binding
agreement of Assignor, enforceable against Assignor in accordance with its
terms, subject to bankruptcy, insolvency and similar laws affecting creditors'
rights in general and the availability of equitable remedies; (f) no payment or
other distribution has been received by Assignor, or by any third party on
behalf of Assignor, in full or partial satisfaction of, or in connection with
the Claim; (g) no portion of the Claim has been sold, assigned or pledged to any
third party in whole or in part; (h) Assignor has not engaged in any acts,
conduct or omissions that might result in Assignee receiving in respect of the
Claim proportionately less payments or distributions or less favorable treatment
than any other general unsecured creditors; (i) the Claim is not subject to any
factoring agreement; (j) Assignor owns, has and is hereby selling to Assignee
good and sole legal and beneficial title to the Claim free and clear of any and
all liens, security interests, encumbrances or claims of any kind or nature
whatsoever except as waived or released by the Lender's Consent; (k) the basis
for the Claim is amounts due and owing by the Debtor arising from the sale, of
goods or merchandise or other rendering of services to the Debtor in the
ordinary course of its business pursuant to ordinary business terms; (l) true
and complete copies of all agreements, instruments, invoices, summary of
invoices, purchase orders, proofs of delivery and other documents evidencing or
relating to the Claim are annexed hereto as Exhibit "A"; (m) Assignor has no
liability or obligation related to or in connection with the Claim or the Case;
(n) no objection to the Claim has been filed or threatened; (o) to the best of
Assignor's knowledge, the Claim is not subject to any defense, claim or right of
setoff, reduction, impairment, avoidance, disallowance, subordination or
preference action (whether or not under Section 547 of the Bankruptcy Code), in
whole or in part, whether on contractual, legal or equitable grounds, that have
been asserted by or on behalf of the Debtor or any other party; (p) no offer to
sell or solicitation of any offer to buy the Claim has been made by or at the
direction of the


                                      -2-


<PAGE>
Assignor in a manner that would violate or require registration under the
Securities Act of 1933, as amended; (q) except as waived or released by the
Lender's Consent no creditors of Assignor shall have an interest of any kind to
the Claim nor shall any such creditors file proofs of claim asserting such
interest; and (r) the Assignor is as the record holder of the Claim.

     4.     (a) Assignor is aware that the consideration being paid by Assignee
hereunder may differ both in kind and amount from the amount ultimately
distributed with respect to the Claim pursuant to any plan of reorganization
which is confirmed for the Debtor, any liquidation or any other distribution in
the case. Assignor further represents, warrants and covenants that it has
adequate information concerning the financial condition of the Debtor and the
Case to make an informed decision regarding the sale of the Claim and that it
has independently and without reliance on Assignee, and based on such
information as Assignor has deemed appropriate, made its own decision to enter
into this Agreement. Assignor is aware that information which may be pertinent
to Assignor's decision to transfer the Claim is available to Assignor and may be
obtained from the Bankruptcy Court's files. Assignor acknowledges and confirms
that (i) Assignee may now possess and/or may hereafter come into possession of
certain non-public information concerning the Claim and/or the Debtor that is
not known to Assignor and that may be material to a decision to sell the Claim,
(ii) Assignor has not requested to receive such information and has determined
to sell the Claim, (ii) Assignor has not requested to receive such information
and has determined to sell the Claim notwithstanding its lack of knowledge
thereof, and (iii) Assignee shall have no liability to Assignor with respect to
the non-disclosure of such information and Assignor hereby waives and releases
any claims it may have against Assignee or any other person, whether pursuant to
applicable securities laws or otherwise, with respect to such information.
Assignor further represents, warrants and covenants that it is not and has not
been an "insider" (as defined in Section 101 (31) of the Bankruptcy Code) of the
Debtor or a member of any official or unofficial committee in respect of the
Case.



            (b)    Assignee is aware that the consideration being paid by
Assignee hereunder may differ both in kind and amount from the amount ultimately
distributed with respect to the Claim pursuant to any plan of reorganization
which is confirmed for the Debtor, any liquidation or any other distribution in
the case. Assignee further represents, warrants and covenants that it has
adequate information concerning the financial condition of the Debtor and the
Case to make an informed decision regarding the sale of the Claim and that it
has independently and without reliance on Assignor, and based on such
information as Assignee has deemed appropriate, made its own decision to enter
into this Agreement. Assignee is aware that information which may be pertinent
to Assignee's decision to assume the Claim is available to Assignee and may be
obtained from the Bankruptcy Court's files. Assignee acknowledges and confirms
that (i) Assignor may now possess and/or may hereafter come into possession of
certain non-public information concerning the Claim and/or the Debtor that is
not known to Assignee and that may be material to a decision to buy the Claim,
(ii) Assignee has not requested to receive such information and has determined
to sell the Claim notwithstanding its lack of knowledge thereof, and (iii)
Assignor shall have no liability to Assignee with respect to the non-disclosure
of such information and Assignee hereby waives and releases any claims it may
have against Assignor or any other person, whether pursuant to applicable


                                     - 3 -
<PAGE>
securities laws or otherwise, with respect to such information. Assignee
further represents, warrants and covenants that it is not and has not been an
"insider" (as defined in Section 101 (31) of the Bankruptcy Code) of the Debtor
or a member of any official or unofficial committee in respect of the Case.

     5.     (a) If a final order is entered in the Bankruptcy Court (i)
disallowing the claim, or if all or any part of the Claim is avoided,
disallowed, subordinated, subject to setoff or offset, objected to, reduced, or
otherwise impaired in whole or in part in the Case for any reason whatsoever, or
(ii) disapproving the transfer of the Claim or any portion thereof, or if the
Bankruptcy Court does not substitute Assignee for Assignor, Assignor agrees to
immediately repay, upon demand of Assignee, the consideration paid by Assignee
hereunder, plus, interest thereon at the interest rate of seven percent (7%)
per annum from the date hereof to the date of such repayment by Assignor
to Assignee.

            (b)     In the event the Claim is allowed by a Final Order or a
distribution or payment is made by the Debtors in an amount that is greater than
the Claim Amount, Buyer shall pay to Seller within five (5) business days of
Buyer's receipt of a copy of such Final Order or other written proof to Buyer's
reasonable satisfaction, an amount equal to (i) the amount so allowed, permitted
or paid in excess of the Claim Amount up to the Proof of Claim Amount (the
"Excess Claim"), multiplied by (ii) the purchase rate specified in the Purchase
Rate Letter and identified on Schedule I. For the avoidance of doubt, Buyer
shall only purchase an Excess Claim in an amount up to a maximum of the
difference between the Claim Amount and the Proof of Claim Amount (less the
Retained Interest). Buyer's obligation to purchase any Excess Claim shall expire
six (6) months after the consummation of any plan of reorganization by the
Bankruptcy Court.

     6.     (a) Assignor agrees that if Assignor receives any payments or
distributions or notices with respect to or relating to the Claim after the date
hereof, Assignor shall accept the same as Assignee's agent and shall hold the
same in trust on behalf of and for the sole benefit of Assignee, and shall
promptly deliver the same to Assignee in the same form received (free of any
withholding, set-off, claim or deduction of any kind), within two (2) business
days in the case of cash and/or notices and within five (5) business days in the
case of securities, which are in good deliverable form, with the endorsement of
Assignor when necessary or appropriate. If Assignor fails to deliver the cash
distribution to Assignee within two (2) business days of Assignor's receipt,
Assignor shall be obligated to pay Assignee interest on the cash distribution at
the interest rate of seven percent (7%) per annum, from the date of Assignor's
receipt of such distribution to the date of Assignee's receipt of payment of
such distribution.

            (b)     Assignee agrees that if Assignee receives any payments or
distributions or notices with respect to the Retained Interest, Assignee shall
accept the same as Assignor's agent and shall hold the same in trust on behalf
of and for the sole benefit of Assignor, and shall promptly deliver the same to
Assignor in the same form received (free of any withholding, set-off, claim or
deduction of any kind), within two (2) business days in the case of cash and/or
notices and within five (5) business days in the case of securities, which are
in good deliverable form, with the endorsement of Assignee

                                     - 4 -
<PAGE>
when necessary or appropriate. If Assignee fails to deliver the cash
distribution to Assignor within two (2) business days of Assignee's receipt,
Assignee shall be obligated to pay Assignor interest on the cash distribution
at the rate of seven percent (7%) per annum, from the date of Assignee's
receipt of such distribution to the date of Assignor's receipt of payment of
such distribution.

     7.   (a) Assignor agrees to indemnify Assignee from all losses, damages and
liabilities, including attorneys' fees and expenses, which result (a) from
Assignor's breach of any representation, warranty, indemnity, agreement or
covenant set forth herein, (b) from any action, proceeding, objection or
investigation relating to any attempt or threatened attempt to avoid, disallow,
reduce, subordinate or otherwise impair the Claim or otherwise delay any
payments or distributions in respect of the Claim, or (c) from any diminution or
unfavorable treatment of the Claim resulting from payments or property received
or applied with respect to the Claim by Assignor from or on account of the
Debtor. Assignee does not assume and shall not be responsible for any
obligations or liabilities of Assignor related to, or in connection with, the
Claim or the Case. In the event Assignor has sold or assigned the Claim or any
portion thereof to any other person or entity, Assignor shall, immediately upon
demand by Assignee, pay Assignee liquidated damages in an amount equal to twice
the sum of the purchase price paid hereunder and Assignee's costs and expenses
(including, without limitation, attorneys' fees and expenses) relating to this
Agreement or the Claim.

          (b) Assignee agrees to indemnify Assignor from all losses, damages and
liabilities, including attorneys' fees and expenses, which result from
Assignee's breach of any representation, warranty, indemnity, agreement or
covenant set forth herein.

     8.   (a) Assignor hereby irrevocably appoints Assignee with full power of
substitution as its true and lawful attorney and authorizes Assignee to act in
Assignor's name, place and stead, to demand, sue for, compromise and recover all
such sums of money which now are, or may hereafter become due and payable for,
or on account of the Claim herein assigned. Assignor grants to Assignee full
authority to do all things necessary to enforce the Claim or any portion thereof
and the Assignor's rights thereunder or related thereto pursuant to this
Agreement; (b) Assignor agrees that the powers granted by this Section are
discretionary in nature and exercisable at the sole option of Assignee; and (c)
Assignee shall have no obligation to take any action to prove, defend, demand or
take any action with respect to the Claim or otherwise in the Case. Assignor
agrees that it shall take no action whatsoever in respect of or in connection
with the Claim or any portion thereof without Assignee's express consent.
Notwithstanding the foregoing sentence no such consent shall be required for
actions by Assignor in connection with the Retained Interest. Assignor agrees to
execute, acknowledge and deliver all such further certificates, instruments and
other documents, and to take all such further action as may be necessary or
appropriate to effect assignment of the Claim and all interests therein to
Assignee, to cooperate with and assist Assignee in enforcing the Claim and to
otherwise effectuate the intent of this Agreement.

     9.   All representations, warranties, covenants, indemnities and agreements
contained herein shall survive the execution and delivery of this Agreement and
the


                                      -5-
<PAGE>


purchase and sale of the Claim and shall inure to the benefit of, be binding
upon and enforceable by the parties hereto and their respective successors and
assigns. Assignor agrees that Assignee may sell, transfer or assign the Claim
together with all right, title and interest of Assignee in and to this
Agreement. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to any choice of law
principles. Each party hereto irrevocably and unconditionally consents to the
jurisdiction of the courts located in the State of New York in any action to
enforce, interpret or construe any provision of this Agreement, and also hereby
irrevocably waives any defense of improper venue or forum non conveniens to any
such action brought in those courts. Each party hereto consents to service of
process by certified mail at its address listed in Paragraph 11 below. Assignor
further irrevocably agrees that any action to enforce, interpret or construe any
provision of this Agreement will be brought only in the court located in the
State of New York and not in any other court.

     10.  Assignor shall, concurrently with the execution of this Agreement,
execute the document attached hereto as Exhibit "C" and incorporated herein by
reference, which may be filed by Assignee with the Bankruptcy Court as evidence
of this transfer. Assignor grants Assignee the right to make any corrections to
Exhibit "C" necessary or appropriate to effect assignment of the Claim. Assignor
hereby waives any notice or hearing requirements imposed by Rule 3001 of the
Federal Rules of Bankruptcy Procedure, and stipulates that an order may be
entered recognizing this Agreement as an unconditional assignment and the
Assignee herein as the valid owner of the Claim.

     11.  All demands, notices, requests, consents and communications hereunder
shall be in writing and shall be deemed to have been duly given (a) at the time
of actual delivery thereof or (b) if given by certified or registered mail, five
(5) business days after certification or registration thereof, to the officer or
an authorized recipient of deliveries at the following addresses, or such other
addresses as may be furnished hereafter by notice in writing, to the following
parties:

     (A)  In the case of Assignor:

          Davel Communications, Inc.
          1001 Lakeside Avenue, Seventh Floor
          Cleveland, Ohio 44114

          Attention: Tammy L. Martin, General Counsel
          Telephone: (216) 875-4200
          Facsimile: (216) 875-4337

     (B)  In the case of Assignee:

          Deutsche Bank Securities Inc.
          31 West 52nd Street, 3rd Floor

                                     - 6 -



<PAGE>








                         New York, New York 10019
                         Attention:  Matthew Doheny
                         Telephone:  212-469-5760
                         Facsimile:  212-469-2884





     IN WITNESS WHEREOF, the undersigned has duly executed this Assignment of
Claim by its duly authorized representative dated as of the 3rd day of March,
2003.



By: /s/ John D. Chichester
-------------------------------
Name: John D. Chichester
Title: Chief Executive Officer


DEUTSCHE BANK SECURITIES, INC.


By: /s/ Peter Schellbach
-------------------------------
Name: Peter Schellbach
Title: Director












                                      -7-