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                                                    Exhibit 10.2
[LOGO]

                                SCHEDULE TO 
                       LOAN AND SECURITY AGREEMENT

BORROWERS:  SA TELECOMMUNICATIONS, INC.   ("STEL")  
            U.S. COMMUNICATIONS, INC. ("USCI")
            LONG DISTANCE NETWORK, INC. ("LONG DISTANCE")
            SOUTHWEST LONG DISTANCE NETWORK, INC. ("SOUTHWEST")

DATE:          DECEMBER 26, 1996

This Schedule is an integral part of the Loan and Security Agreement between 
GREYROCK BUSINESS CREDIT, A DIVISION OF NATIONSCREDIT COMMERCIAL CORPORATION 
("GBC") and the above-borrowers (jointly and severally, the "Borrower") of 
even date.  

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1.  CREDIT LIMIT 

     (Section 1.1):    An amount not to exceed the lesser of: (i) $10,000,000 at
                       any one time outstanding (the "Overall Credit Limit"); or
                       (ii) 80% of the amount of Borrower's Eligible Receivables
                       (as defined in Section 8 above). Loans will be made to 
                       each Borrower based on the Eligible Receivables of each
                       Borrower, subject to the Overall Credit Limit set forth 
                       above for all Loans to all Borrowers combined.

============================================================================== 

2.  INTEREST.

       INTEREST RATE (Section 1.2):  

                       Subject in all respects to Exhibit C hereto, the interest
                       rate in effect throughout each calendar month during the 
                       term of this Agreement shall be the lesser of (a) the 
                       maximum rate permitted by applicable law, or (b) the 
                       highest "Prime Rate" in effect during such month, plus
                       2.5% per annum, provided that the interest rate in effect
                       in each month shall not be less than 9% per annum.  
                       Interest shall be calculated on the basis of a 360-day 
                       year for the actual number of days elapsed.  "Prime Rate"
                       means the actual "Reference Rate" or the substitute 
                       therefor of the Bank of America NT & SA whether or not 
                       that rate is the lowest interest rate charged by said 
                       bank.  If the Prime Rate, as defined, is unavailable, 
                       "Prime Rate" shall mean the highest of the prime rates 
                       published in the Wall Street Journal on the first 
                       business day of the month, as the base rate on corporate
                       loans at large U.S. money center commercial banks.  
                       Interest charged throughout each month shall be based on
                       the highest Prime Rate in effect during such month.

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       GREYROCK BUSINESS CREDIT        SCHEDULE TO LOAN AND SECURITY AGREEMENT 


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3.  FEES (Section 1.3/Section 6.2): 

      Loan Fee:         $100,000, payable concurrently herewith.

      Unused Line Fee:  In the event accrued interest in any month is less than
                        $10,000, Borrower shall pay GBC an unused line fee in 
                        an amount equal to the difference between $10,000 and
                        interest accrued during such month.  The unused line 
                        fee represents compensation to GBC for having Loans 
                        available to Borrower.  The unused line fee shall be
                        payable on the last day of each month and may be charged
                        by GBC to the Borrower's Loan account.

      Termination Fee:  $10,000 per month for each month (or portion thereof) 
                        from the effective date of termination to the Maturity
                        Date; provided that no Termination Fee shall be charged
                        if termination occurs after the first anniversary of the
                        date of this Agreement.

      NSF Check Charge: $15.00 per item.

      Wire Transfers:   $15.00 per transfer.

============================================================================== 

4.  MATURITY DATE 
     (Section 6.1):     DECEMBER 31, 1997, subject to automatic renewal as 
                        provided in Section 6.1 above, and early termination 
                        as provided in Section 6.2 above.

============================================================================== 

5.  REPORTING.
     (Section 5.2):

                     Borrower shall provide GBC with the following:

                     1.   Annual financial statements (consolidated and
                          consolidating), as soon as available, and in any event
                          within 90 days following the end of Borrower's fiscal 
                          year, certified by independent certified public 
                          accountants acceptable to GBC.

                     2.   Quarterly unaudited financial statements (consolidated
                          and consolidating), as soon as available, and in any 
                          event within 45 days after the end of each fiscal 
                          quarter of Borrower.

                     3.   Monthly unaudited financial statements (consolidated
                          and consolidating), as soon as available, and in any
                          event within 45 days after the end of each month.

                     4.   Monthly Receivable agings, aged by invoice date, 
                          within 15 days after the end of each month.

                     5.   Monthly accounts payable agings, aged by invoice date,
                          and outstanding or held check registers within 15 days
                          after the end of each month.  



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       GREYROCK BUSINESS CREDIT        SCHEDULE TO LOAN AND SECURITY AGREEMENT

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6.  BORROWER INFORMATION:

       PRIOR NAMES OF 
       BORROWER 
       (Section 3.2):     As set forth in Representations and Warranties
                          of Borrower dated December 2, 1996 (the 
                          "Representations"). 

       PRIOR TRADE 
       NAMES OF BORROWER  
       (Section 3.2):     As set forth in the Representations.

       EXISTING TRADE 
       NAMES OF BORROWER  
       (Section 3.2):     As set forth in the Representations.

       OTHER LOCATIONS 
       AND ADDRESSES 
       (Section 3.3):     As set forth in the Representations.    

       MATERIAL ADVERSE 
       LITIGATION 
       (Section 3.10):    See Exhibit B 

============================================================================== 

7.  NEGATIVE COVENANTS-EXCEPTIONS:

                          Notwithstanding the provisions of Section 5.5, the 
                          following shall be permitted:  

                          (a)  Mergers and consolidations between two entities 
                          which are both Borrowers, mergers and consolidations 
                          of a subsidiary of a Borrower into such Borrower, and
                          other mergers and consolidations if a Borrower is the
                          surviving corporation in such merger.

                          (b)  Sale or transfer of all or substantially all of 
                          the assets of a Borrower to another Borrower.

                          (c)  Acquisitions of assets or business by a Borrower,
                          provided the assets acquired are not subject to any 
                          liens or encumbrances other than Permitted Liens.

                          (d)  Payment of stock dividends, or issuance of 
                          capital stock, or liens on the treasury or outstanding
                          capital stock of STEL.

                          (e)  Payment of cash dividends on STEL's Series A 
                          Cumulative Convertible Preferred Stock (the "Preferred
                          Stock") in an aggregate amount not to exceed $164,000 
                          in any fiscal year of the Borrower (computed on a non-
                          cumulative basis).

                          (f)  Sale of the international call back business and
                          related assets (other than any Receivables with 
                          respect to which Loans are outstanding or any customer
                          lists or other General Intangibles relating thereto),
                          in a good faith arm's length transaction.  GBC shall 
                          execute and deliver UCC-2 releases with respect to 
                          sales permitted under this clause (f) on written 
                          request by the Borrower.

                          (g)  Sale of Collateral as a part of the sale of a 
                          business or line of business, which was acquired after
                          the date hereof (other than any Receivables with 
                          respect to which Loans are outstanding or any customer
                          lists or other General Intangibles relating thereto),
                          in a good faith arm's length transaction. GBC shall 
                          execute and deliver UCC-2

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       GREYROCK BUSINESS CREDIT        SCHEDULE TO LOAN AND SECURITY AGREEMENT 


                          releases with respect to sales permitted under this 
                          clause (g) on written request by the Borrower.

                          (h)  Repurchase stock, options or warrants under any 
                          stock option plan in an aggregate amount not to exceed
                          $500,000 in any fiscal year of the Borrower (computed
                          on a non-cumulative basis).

                          (i)  Redeem Preferred Stock after July 1, 2000, for an
                          aggregate amount not to exceed $2,204,000 in any 
                          fiscal year of the Borrower (computed on a non-
                          cumulative basis).

                          (j)  Guaranty the obligations of any other Borrower or
                          any subsidiary of any Borrower, or continue in effect 
                          any guarantees in existence on the date of this 
                          Agreement.

                          (k)  Make loans (i) to officers and directors of any 
                          Borrower not exceeding at any one time an aggregate 
                          of $200,000 outstanding, (ii) to employees, officers 
                          and directors of any Borrower arising from the 
                          exercise of options to purchase stock of any Borrower,
                          provided Borrower does not make any cash advance in 
                          connection therewith, (iii) which are travel advances
                          to officers and employees in the ordinary course of 
                          business, (iv) which are progress payments, advances 
                          against commissions, prepaid rent or security deposits
                          in the ordinary course of business, (v) from one 
                          Borrower to another Borrower or to a direct or 
                          indirect subsidiary of a Borrower.

                          Borrower shall provide GBC with written notice of any
                          of the actions in clauses (a)-(c) above at least 15 
                          days before taking any such action.

                          Borrower shall provide GBC with written notice of any
                          of the actions in clauses (e)-(i) above within 30 days
                          after taking any such action.

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8.  OTHER PROVISIONS:

                          (1)  CORPORATE STRUCTURE.  Borrower represents and 
                               warrants that:

                               (a)  STEL is a holding company which owns 100% 
                                    of the issued and outstanding shares of 
                                    stock of USCI, Long Distance, and North 
                                    American.  

                               (b)  USCI owns 100% of the issued and 
                                    outstanding shares of stock of Southwest 
                                    Long Distance Network, Inc. ("Southwest").

                               (c)  STEL also owns 100% of the issued and 
                                    outstanding shares of stock of Baltic 
                                    States and CIS Ventures, Inc. ("Baltic"),
                                    and CIS Intelligence Information Services,
                                    Inc. ("CIS"), all of which are and shall 
                                    continue to be inactive corporations, 
                                    without assets, and all of which shall be
                                    dissolved by June 30, 1997.  On or before
                                    said date, Borrower shall give GBC evidence
                                    confirming the dissolution of said 
                                    corporations.

                               (d)  Baltic also owns 50% of the issued and 
                                    outstanding shares of stock of Intertex
                                    Trading Corporation ("Intertex"), which is
                                    and shall continue to be an inactive 
                                    corporation, without assets.

                               (e)  STEL also owns 100% of the issued and 
                                    outstanding shares of Uniquest 
                                    Communications, Inc.  ("Unitex").

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       GREYROCK BUSINESS CREDIT        SCHEDULE TO LOAN AND SECURITY AGREEMENT 

==============================================================================

                          (2)  CONTINUING GUARANTEES.  Concurrently, each 
                               Borrower shall execute and deliver Continuing 
                               Guarantees, on GBC's standard form, with respect 
                               to each other Borrower, and Borrower shall cause 
                               North American, Baltic, CIS, and Unitex to 
                               execute and deliver Continuing Guarantees, on 
                               GBC's standard form, with respect to each 
                               Borrower, together with security agreements 
                               granting security interests in all of their 
                               assets to secure said guarantees, on GBC's 
                               standard form.  Borrower shall cause all 
                               guarantees referred to in this Section 7(2) to 
                               continue in full force and effect so long as any
                               Obligations are outstanding and throughout the 
                               term of this Agreement.

                          (3)  FUTURE SUBSIDIARIES.  If, in the future any 
                               Borrower directly or indirectly acquires a 
                               subsidiary of which it owns more than 50% of the
                               outstanding shares (a "Future Subsidiary"), 
                               Borrower shall cause the Future Subsidiary, 
                               simultaneously with, or within 10 Business Days 
                               after its formation or acquisition, to join as an
                               additional Borrower under this Agreement, subject
                               to all of the terms and conditions of this 
                               Agreement, provided such Future Subsidiary is 
                               acceptable to GBC.

                          (4)  STOCK PLEDGES.  Concurrently, STEL shall execute 
                               and deliver a Stock Pledge Agreement, on GBC's 
                               standard form, with respect to all of the 
                               outstanding stock of USCI, Long Distance, North 
                               American and Unitex.  Concurrently, USCI shall 
                               execute and deliver a Stock Pledge Agreement, on
                               GBC's standard form, with respect to all of the 
                               outstanding stock of Southwest.  Borrower shall 
                               cause all stock owned by a Borrower in any Future
                               Subsidiary to be pledged to GBC pursuant to a 
                               Stock Pledge Agreement, on GBC's standard form,
                               simultaneously with, or within 10 Business Days
                               after the formation or acquisition of the Future
                               Subsidiary.  Borrower shall cause all Stock 
                               Pledge Agreements referred to in this Section 
                               7(4) to continue in full force and effect so long
                               as any Obligations are outstanding and throughout
                               the term of this Agreement.

Borrower:                                GBC:

  SA TELECOMMUNICATIONS, INC.              GREYROCK BUSINESS CREDIT,           
                                           a Division of NationsCredit 
                                          Commercial Corporation 

  By J. David Darnell                     By  /s/ Ian Schneider               
    ---------------------------------         --------------------------------- 
     Vice President-Finance             Title Chief Operating Officer


Borrower:                                Borrower:

  U.S. COMMUNICATIONS, INC.                LONG DISTANCE NETWORK, INC.         


  By  /s/ J. David Darnell                 By  /s/ J. David Darnell            
    ---------------------------------        --------------------------------- 
     Vice President                          Vice President




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       GREYROCK BUSINESS CREDIT        SCHEDULE TO LOAN AND SECURITY AGREEMENT 


                                         Borrower:

                                           SOUTHWEST LONG DISTANCE NETWORK, INC.


                                           By  /s/ J. David Darnell
                                             --------------------------------- 
                                              Vice President
















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                                  EXHIBIT A

                                EXISTING LIENS

                    THOSE SHOWN ON THE FOLLOWING UCC SEARCHES














                                      -1-

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                                   EXHIBIT B

                               MATERIAL ADVERSE 
                                  LITIGATION

1.   Silvio Avyam vs. SA Holdings, Inc. and North American Telecommunications
Corporation, Cause No. 95-07136-E, 101st Judicial District Court, Dallas County,
Texas, filed July 20, 1995.  This litigation alleges damages in excess of
$1,500,000 for alleged breach of contract, breach of fiduciary duty, conspiracy
and fraud arising out of the termination of the plaintiff's consulting agreement
with North American.  The defendants have filed counterclaims and believe they
have meritorious defenses to the claims made.  The case is currently in
discovery.  A trial date has not yet been set.










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                                    EXHIBIT C

                               MAXIMUM INTEREST RATE

     (a)  Notwithstanding the foregoing provisions of Section 2 of the Schedule
regarding the rates of interest applicable to the Loans, if at any time the
amount of such interest computed on the basis of the interest rate specified
therein (the "Applicable Interest Rate") would exceed the amount of such
interest computed upon the basis of the maximum rate of interest permitted by
applicable state or federal law in effect from time to time hereafter, after
taking into account, to the extent required by applicable law, any and all fees,
payments, charges and calculations provided for in this Agreement or in any
other agreement between Borrower and GBC (the "Maximum Legal Rate"), the
interest payable under this Agreement shall be computed upon the basis of the
Maximum Legal Rate, but any subsequent reduction in the Prime Rate shall not
reduce such interest thereafter payable hereunder below the amount computed on
the basis of the Maximum Legal Rate until the aggregate amount of such interest
accrued and payable under this Agreement equals the total amount of interest
which would have accrued if such interest had been at all times computed solely
on the basis of the Applicable Interest Rate.

     (b)  No agreements, conditions, provisions or stipulations contained in
this Agreement or any other instrument, document or agreement between the
Borrower and the GBC or default of the Borrower, or the exercise by the GBC of
the right to accelerate the payment of the maturity of principal and interest or
to exercise any option whatsoever contained in this Agreement or any other
agreement between the Borrower and the GBC, or the arising of any contingency
whatsoever, shall entitle the GBC to collect, in any event, interest exceeding
the Maximum Legal Rate and in no event shall the Borrower be obligated to pay
interest exceeding such Maximum Legal Rate and all agreements, conditions or
stipulations, if any, which may in any event or contingency whatsoever operate
to bind, obligate or compel the Borrower to pay a rate of interest exceeding the
Maximum Legal Rate, shall be without binding force or effect, at law or in
equity, to the extent only of the excess of interest over such Maximum Legal
Rate.  In the event any interest is charged in excess of the Maximum Legal Rate
("Excess"), the Borrower acknowledges and stipulates that any such charge shall
be the result of an accidental and BONA FIDE error, and such Excess shall be,
first, applied to reduce the principal then unpaid hereunder; second, applied to
reduce the Obligations; and third, returned to the Borrower, it being the
intention of the parties hereto not to enter at any time into a usurious or
otherwise illegal relationship.  The Borrower recognizes that, with fluctuations
in the Applicable Interest Rate and the Maximum Legal Rate, such an
unintentional result could inadvertently occur.  By the execution of this
Agreement, the Borrower covenants that (i) the credit or return of any Excess
shall constitute the acceptance by the Borrower of such Excess, and (ii) the
Borrower shall not seek or pursue any other remedy, legal or equitable, against
GBC, based in whole or in part upon the charging or receiving of any interest in
excess of the maximum authorized by applicable law.  For the purpose of
determining whether or not any Excess has been contracted for, charged or
received by GBC, all interest at any time contracted for, charged or received by
the GBC in connection with this Agreement shall be amortized, prorated,
allocated and spread in equal parts during the entire term of this Agreement.

     (c)  The provisions of this Exhibit C shall be deemed to be incorporated
into every document or communication relating to the Obligations which sets
forth or prescribes any account, right or claim or alleged account, right or
claim of the GBC with respect to the Borrower (or any other obligor in respect
of Obligations), whether or not any provision of this Exhibit C is referred to
therein.  All such documents and communications and all figures set forth
therein shall, for the sole purpose of computing the extent of the liabilities
and obligations of the Borrower (or other obligor) asserted by the GBC
thereunder, be automatically recomputed by any Borrower or obligor, and by any
court considering the same, to give effect to the adjustments or credits
required by this Exhibit C.

     (d)  If the applicable state or federal law is amended in the future to
allow a greater rate of interest to be charged under this Agreement or any other
Loan Documents that is presently allowed by applicable state or federal law,
then the limitation of interest under this Exhibit C shall be increased to the
maximum rate of interest allowed by applicable state or federal law as amended,
which increase 

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  GREYROCK BUSINESS CREDIT          SCHEDULE TO LOAN AND SECURITY AGREEMENT
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shall be effective hereunder on the effective date of such amendment, and all 
interest charges owing to the GBC by reason thereof shall be payable upon 
demand.








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