EXHIBIT 10.1

                                 PROMISSORY NOTE



Date:                               Effective September 27, 1996

Maker:                              Preferred/Telecom, Inc.

Maker's Mailing Address:            12655 North Central Expressway
                                    Suite 800
                                    Dallas, Texas  75243

Payee:                              Patrik Carlens

Place for Payment:                  c/o Hoge, Evans, Holmes, Carter & 
                                        Ledbetter, PLLC
                                    13455 Noel Road
                                    Suite 400
                                    Dallas Texas  75240

Principal Amount:                   $65,000.00

Annual Interest Rate:               8.5% per annum

Annual Interest Rate:                Highest rate allowed by law
on Matured, Unpaid
Amounts

Termsof Payment:  All  principal  and  interest due under this Note shall be due
     and payable on or before March 27, 1997 (the "Payment  Date").  Holder may,
     at any time poor to the  Payment  Date on five days  written  notice to the
     Company  or its  successor,  convert  all or part of the  unpaid  principal
     balance hereof into fully paid and nonassessable  shares of Common Stock of
     the Maker or its successor on the basis of $1.50 per share. The price shall
     not be subject to adjustment under any  circumstances,  including,  without
     limitation,  any  stock  split,  merger of  recapitalization.  In the event
     Holder  decides to convert all or part of the principal  amount into common
     stock, within five days of the receipt of such notice of conversion,  Maker
     shall surrender this Note to Maker, Maker shall issue to Holder certificate
     representing the shares into which the principal has been converted and the
     Maker shall execute a new note, if applicable, representing the balance, if
     any, of the  principal  of this Note that  remains  due,  after taking into
     effect the conversion of part of the principal hereof.

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         Maker  promises  to pay to the order of Payee at the place for  payment
and according to the terrns of payment the principal amount plus interest at the
rates  stated  above.  All unpaid  amounts  shall be due by the final  scheduled
payment date.  The payment of the principal of this note shall be performable in
Dallas County, Texas; any conversion of this Note into Common Stock of the Maker
shall  only occur  outside  the Unfted  States  and be made in  compliance  with
Regulation S promulgated under the Securities Act of 1933, as amended.

         If Maker  defaults in the payment of this note,  then Payee may declare
the unpaid  principal  balance and earned interest on this note immediately due.
Maker and each surety,  endorser,  and guarantor  waive all demands for payment,
presentations for payment, notices of intention to accelerate maturity,  notices
of acceleration  of maturity,  protests,  and notices of protest,  to the extent
permitted by law.

         If this  note is given to an  attorney  for  collection,  or if suit is
brought for collection,  or if it is collected through probate,  bankruptcy,  or
other judicial  proceeding,  then Maker shall pay Payee all costs of collection,
including  reasonable  attorney's  fees and court  costs,  in  addition to other
amounts due.

         Interest  on the debt  evidenced  by this  note  shall not  exceed  the
maximum  amount of  nonusurious  interest  that may be  contracted  for,  taken,
reserved, charged, or received under law; any interest in excess of that maximum
amount shall be credited on the principal of the debt or, if that has been paid,
refunded.  On any  acceleration  or required or permitted  prepayment,  any such
excess shall be canceled  automatically as of the acceleration or prepayment or,
if already  paid,  credited on the principal of the debt or, if the principal of
the debt has been paid,  refunded.  This provision overrides other provisions in
this and all other instruments concerning the debt.

         This Note is given in  renewal  and  extension  of that  original  8.5%
Convertible  Subordinated  Debenture (the "Debenture")  dated March 27, 1995, in
the original  principal amount of $110,000.00 from Maker to Payee.  Reference is
made to the Debenture for all purposes.  To the extent the terms and  provisions
of this Note  conflict  with those of the  Debenture  for all  purposes.  To the
extent  the  terms  and  provisions  of this  Note  conflict  with  those of the
Debenture,  the terms and  provisions of this Note shall  prevail.  This Note is
also given in  connection  with that certain  Settlement  Agreement and Offshore
Securities Conversion Agreement, both of which are dated effective September 27,
1996,  between  Maker and Payee,  to which  Settlement  Agreement  and  Offshore
Securities Conversion Agreement refer is made for all purposes.

                                                     MAKER:

                                                     PREFERRED/TELECOM, INC.


                                       By:
                                                              Dennis Lee Gundy
                                                              President

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