EXHIBIT 10.5

                  These Warrants have not been  registered  under the Securities
         Act of 1933, as amended (the "Act"), and may not be sold,  transferred,
         assigned  or  otherwise  disposed of unless the person  requesting  the
         transfer  of the  Warrants  shall  provide  an  opinion  of  counsel to
         Preferred/telecom, Inc. (the "Company") (both counsel and opinion to be
         satisfactory  to the  Company) to the effect that such sale,  transfer,
         assignment  or  disposition  will  not  involve  any  violation  of the
         registration  provisions  of  the  Act or any  similar  or  superseding
         statute.


No. 62                                                        600,000  Warrants

                             PREFERRED/TELECOM, INC.

                               WARRANT CERTIFICATE

         This warrant  certificate  ("Warrant  Certificate")  certifies that for
value received Bisbro Investments  Company,  Ltd. (the "Initial Warrant Holder")
or registered  assigns is the owner of the number of warrants  specified  above,
each of which entitles the holder thereof to purchase,  at any time on or before
the Expiration  Date  hereinafter  provided,  one fully paid and  non-assessable
share of Common Stock, $0.001 par value per share, of Preferred/telecom, Inc., a
Delaware  corporation (the "Company"),  at a purchase price of $.50 per share of
Common Stock payable in lawful money of the United  States of America,  in cash,
by official bank or certified check, or by wire transfer ("Warrants").

1.       Warrant; Purchase Price

         Each Warrant shall entitle the holder  thereof to purchase one share of
Common Stock, $0.001 par value per share, of the Company ("Common Stock") during
the period  commencing on the date hereof and ending on the Expiration Date. The
purchase  price payable upon exercise of a Warrant shall be $.50 (the  "Purchase
Price").  The  Purchase  Price and number of Warrants  evidenced by this Warrant
Certificate  are subject to  adjustment  as provided in Article 7. Common  Stock
purchased pursuant to the Warrants shall be called "Warrant Shares" herein.

2.       Exercise; Expiration Date

         2.1 Each Warrant is  exercisable,  at the option of the holder,  at any
time  after  issuance  and on or  before  the  Expiration  Date.  In the case of
exercise of less than all the Warrants represented by a Warrant Certificate, the
Company  shall cancel the Warrant  Certificate  upon the  surrender  thereof and
shall  execute  and deliver a new  Warrant  Certificate  for the balance of such
Warrants.

         2.2      The term "Expiration Date" shall mean 5:00 p.m. Dallas time on
 November 12, 1999, or if such date shall in the State of Texas be a holiday or 
a day on which banks are

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authorized to close,  then 5:00 p.m. Dallas time the next following day which in
the State of Texas is not a holiday or a day on which  banks are  authorized  to
close.

3.       Registration and Transfer on Company Books

         3.1      The Company shall maintain books for the registration and 
transfer of Warrant Certificates.

         3.2 Prior to due  presentment  for  registration  of  transfer  of this
Warrant Certificate, the Company may deem and treat the registered holder as the
absolute owner thereof.

         3.3 The Company shall register upon its books any transfer of a Warrant
Certificate upon surrender of same to the Company accompanied (if so required by
the Company) by a written instrument of transfer duly executed by the registered
holder or by a duly authorized attorney. Upon any such registration of transfer,
new  Warrant   Certificate(s)  shall  be  issued  to  the  transferees  and  the
surrendered  Warrant  Certificate  shall be cancelled by the Company.  A Warrant
Certificate may also be exchanged,  at the option of the holder, for new Warrant
Certificates  representing in the aggregate the number of Warrants  evidenced by
the Warrant Certificate surrendered.

4.       Securities Law Registration

         4.1 The  provisions of this Section 4 will apply to the  Warrants,  the
Warrant Shares and 600,000  shares of Common Stock of the Company,  being issued
to the Initial  Warrant Holder this date,  which together will be referred to as
the "Securities", and "Holder" shall mean a holder of Securities.

         4.2 The Securities  will not be registered  under the Securities Act or
any state securities law and shall not be transferable  unless  registered or an
exemption from registration is available.  A legend to the foregoing effect will
be placed on any certificate representing the Securities.

         4.3 If, at any time within  three (3) years of the date of this Warrant
Certificate,  the  Company  proposes  for  any  reason  to  register  any of its
securities  under the  Securities  Act  other  than a  registration  on Form S-8
related solely to employee stock option or purchase  plans, on Form S-4 relating
solely  to an SEC Rule 145  transaction  or on any  other  form  which  does not
include  substantially  the same information as would be required to be included
in a registration  statement covering the sale of the Securities,  it shall each
such time give written  notice to the Holder of the  Securities of the Company's
intention to register  such  securities,  and, upon the written  request,  given
within  fifteen (15) days after  receipt of any such notice,  of the Holder,  to
register  any of the  Securities,  the  Company  shall cause the  Securities  so
requested by the Holder,  to be registered  under the Securities Act, all to the
extent  requisite to permit the sale or other  disposition  by the Holder of the
Securities so  registered;  provided,  however,  that the Securities as to which
registration had been requested need not be included in such  registration if in
the

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opinion of counsel  for the  Company  and  counsel  for the Holder the  proposed
transfer by the Holder may be effected without registration under the Securities
Act and any certificate  evidencing the Securities need not bear any restrictive
legend.  In the event that any  registration  pursuant to this Section 4.3 shall
be, in whole or in part, an underwritten  offering of securities of the Company,
then (i) any request  pursuant to this  Section 4.3 to register  Securities  may
specify  that such  shares are to be included  in the  underwriting  on the same
terms and  conditions  as the shares of the Company's  capital  stock  otherwise
being  sold  through  underwriters  under  such  registration,  and  (ii) if the
managing underwriter of such offering determines that the number of shares to be
offered by all selling shareholders must be reduced, then the Company shall have
the right to reduce the  number of shares  registered  on behalf of the  Holder,
provided  that the  number of shares to be  registered  on behalf of the  Holder
shall not be  reduced to such an extent  that the ratio of the shares  which the
Holder is permitted to register to the total number of shares the Holder owns is
less than that ratio for any other selling shareholder.

         4.4 If and whenever the Company is under an obligation  pursuant to the
provisions of this Warrant  Certificate to register any Securities,  the Company
shall, as expeditiously as practicable:

                  (a)  prepare  and  file  with  the   Securities  and  Exchange
Commission  (the  "Commission")  a  registration  statement with respect to such
shares and use its best efforts to cause such  registration  statement to become
and remain effective for at least nine (9) months;

                  (b) prepare and file with the Commission  such  amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective for
at least nine months and to comply with the  provisions  of the  Securities  Act
with respect to the sale or other disposition of all Securities  covered by such
registration statement;

                  (c)  furnish to the Holder a suitable  number of copies of all
preliminary  and final  prospectuses  to enable  the  Holder to comply  with the
requirements  of the Securities  Act, and such other documents as the Holder may
reasonably  request in order to facilitate the public sale or other  disposition
of the Securities;

                  (d) use its best efforts to register or qualify the Securities
covered by such registration statement under such securities or blue sky laws of
such jurisdiction as the Holder shall reasonably  request and where registration
or  qualification  not  involve  unreasonable  expense  or delay  and  provided,
however,  that the Company  will not have to register or qualify in any state in
which solely  because of such  registration  or  qualification  it would have to
qualify to do business;  and the Company  shall do any and all other  reasonable
acts and things  which may be  necessary  or  advisable  to enable the Holder to
consummate  the  public  sale or other  disposition  of the  Securities  in such
jurisdictions; and


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                  (e) notify the Holder, at any time when a prospectus  relating
to the  Securities is required to be delivered  under the  Securities Act within
the  appropriate  period  mentioned  in clause (b) of this  Section  4.4, of the
happening  of any  event as a result of which the  prospectus  included  in such
registration  statement,  as then in effect,  includes an untrue  statement of a
material fact or omits to state a material fact required to be stated therein or
necessary  to make the  statements  therein not  misleading  in the light of the
circumstances  then  existing,  and at the  request  of the Holder  prepare  and
furnish to the Holder a  reasonable  number of copies of a  supplement  to or an
amendment  of  such  prospectus  as may be  necessary  so  that,  as  thereafter
delivered to the purchasers of the Securities, such prospectus shall not include
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements  therein not misleading
in the light of the circumstances then existing.

         If the Holder  exercises its rights to have the Securities  registered,
it is understood  that the Holder shall furnish to the Company such  information
regarding  the  Securities  held by it and the  intended  method of  disposition
thereof as the  Company  shall  reasonably  request  and as shall be required in
connection with the action to be taken by the Company.

         4.5 In the  event  of any  registration  of any  Securities  under  the
Securities Act pursuant to this Warrant Certificate, the Company shall indemnify
and hold  harmless the Holder,  each  underwriter  of such shares,  if any, each
broker,  and any other person, if any, who controls any of the foregoing persons
within the meaning of the Securities Act, against any losses, claims, damages or
liabilities,  joint or several, to which any of the foregoing persons may become
subject under the Securities Act or otherwise,  insofar as such losses,  claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
on an untrue  statement or alleged untrue statement of a material fact contained
in any  registration  statement under which the Securities were registered under
the Securities Act, any  preliminary  prospectus or final  prospectus  contained
therein,  or any amendment or supplement  thereto,  or any document  incident to
registration or  qualification  of any Securities  pursuant to paragraph  4.4(d)
above,  or arise out of or are based upon the  omission  or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein  not  misleading  or, with  respect to any  prospectus,
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were made, not  misleading,  or any violation by the Company of
the  Securities  Act or state  securities  or blue sky  laws  applicable  to the
Company and relating to action or inaction required of the Company in connection
with such  registration  or  registration  or  qualification  under  such  state
securities  or  blue  sky  laws;  and  shall   reimburse  the  Holder  and  such
underwriter, broker or other person acting on behalf of the Holder and each such
controlling  person for any legal or any other expenses  reasonably  incurred by
any of them in connection with  investigating or defending any such loss, claim,
damage,  liability or action;  provided,  however, that the Company shall not be
liable in any such case to the extent  that any such  loss,  claim,  damage,  or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement  or  omission  or  alleged  omission  made  in  reliance  upon  and in
conformity  with written  information  furnished to the Company in an instrument
duly  executed  by the Holder or such  underwriter  specifically  for use in the
preparation  thereof.  The  indemnity  agreement  set forth in this Section 4.5,
insofar as it relates

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to any such  omission,  alleged  omission,  untrue  statement or alleged  untrue
statement  made in a preliminary  prospectus  but  eliminated or remedied in the
final  prospectus,  shall not inure to the  benefit of any of the  beneficiaries
named in this Section 4.5 whose responsibility it was to send, furnish or give a
copy  of  the  final  prospectus  to  a  person  asserting  a  claim  for  which
indemnification is sought (the "Claimant") unless a copy of the final prospectus
was so sent,  furnished  or given to the  Claimant  at or prior to the time such
action is required by the Act.

         Before  Securities  held or purchasable by the Holder shall be included
in any  registration  pursuant to this Warrant  Certificate,  the Holder and any
underwriter  acting  on its  behalf  shall  have  agreed to  indemnity  and hold
harmless  (in the  same  manner  and to the  same  extent  as set  forth  in the
preceding paragraph) the Company,  each director of the Company, each officer of
the  Company  who shall  sign such  registration  statement  and any  person who
controls the Company within the meaning of the  Securities  Act, with respect to
any failure of the Holder or such underwriter to comply with all laws, rules and
regulations  in connection  with the offer and sale or any statement or omission
from such registration statement, any preliminary prospectus or final prospectus
contained therein,  or any amendment or supplement thereto, if such statement or
omission was made in reliance  upon and in conformity  with written  information
furnished to the Company in an  instrument  duly  executed by the Holder or such
underwriter  specifically  for  use  in the  preparation  of  such  registration
statement, preliminary prospectus, final prospectus or amendment or supplement.

         Promptly  after  receipt  by an  indemnified  party  of  notice  of the
commencement  of any action  involving  a claim  referred  to in the  proceeding
paragraphs  of this  Section 4.5,  such  indemnified  party will,  if a claim in
respect thereof is to be made against an indemnifying party, give written notice
to the indemnifying  party of the commencement of such action.  In case any such
action is brought against an indemnified  party, the indemnifying  party will be
entitled to participate in and to assume the defense  thereof,  jointly with any
other indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying  party to such  indemnified  party of its election so to assume
the  defense  thereof,  the  indemnifying  party  will  not be  liable  to  such
indemnified party for any legal or other expenses  subsequently  incurred by the
latter in connection with the defense thereof.

5.       Reservation of Warrant Shares

         The  Company  covenants  that it will at all  times  reserve  and  keep
available out of its  authorized  Common Stock,  solely for the purpose of issue
upon  exercise of the  Warrants,  such number of shares of Common Stock as shall
then be usable  upon the  exercise  of all  outstanding  Warrants.  The  Company
covenants that all shares of Common Stock which shall be usable upon exercise of
the Warrants shall be duly and validly issued and fully paid and  non-assessable
and free from all taxes, liens and charges with respect to the issue thereof.

6.       Loss or Mutilation

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         Upon receipt by the Company of reasonable  evidence of the ownership of
and the loss, theft,  destruction or mutilation or any Warrant  Certificate and,
in the case of loss, theft or destruction,  of indemnity reasonably satisfactory
to the Company,  or, in the case of mutilation,  upon surrender and cancellation
of the mutilated Warrant  Certificate,  the Company shall execute and deliver in
lieu thereof a new Warrant Certificate representing an equal number of warrants.

7.       Adjustment of Purchase Price and Number of Warrant Shares Deliverable

         7.1 The  Purchase  Price and the  number  of  shares  of  Common  Stock
purchasable pursuant to this Warrant shall be subject to adjustment from time to
time as hereinafter  set forth in this Article 7. Whenever  reference is made in
this Article 7 to the issue or sale of shares of Common Stock, or simply shares,
such term shall mean any stock of any class of the Company other than  preferred
stock with a fixed limit on dividends and a fixed amount payable in the event of
any  voluntary  or  involuntary  liquidation,  dissolution  or winding up of the
Company. The shares usable upon exercise of the Warrants shall however be shares
of Common Stock of the Company,  par value $0.001 per share,  as  constituted at
the date hereof, except as otherwise provided in Sections 7.3 and 7.4.

         7.2 In case  the  Company  shall  at any time  change  as a  whole,  by
subdivision or  combination in any manner or by the making of a stock  dividend,
the number of  outstanding  shares  into a different  number of shares,  with or
without  par value,  (i) the number of shares  which  immediately  prior to such
change the holder of each warrant shall have been entitled to purchase  pursuant
to this Warrant  shall be increased  or  decreased in direct  proportion  to the
increase  or  decrease,  respectively,  in  the  number  of  shares  outstanding
immediately  prior  to such  change,  and  (ii) the  Purchase  Price  in  effect
immediately  prior to such change  shall be  increased  or  decreased in inverse
proportion to such increase or decrease in the number of such shares outstanding
immediately  prior to such  change.  For the purpose of this  Section  7.2,  the
number of shares  outstanding  at any given time shall not include shares in the
treasury of the Company.

         7.3 In case of any capital  reorganization or any  reclassification  of
the capital  stock of the Company or in case of the  consolidation  or merger of
the Company with another corporation,  or in case of any sale, transfer or other
disposition  to another  corporation of all or  substantially  all the property,
assets,  business and good will of the Company, the holder of each Warrant shall
thereafter  be  entitled  to  purchase  (and  it  shall  be a  condition  to the
consummation  of  any  such  reorganization,  reclassification,   consolidation,
merger, sale, transfer or other disposition that appropriate  provision shall be
made so that such holder shall  thereafter be entitled to purchase) the kind and
amount of shares of stock and other  securities and property  receivable in such
transaction  which a  shareholder  receives who holds the number of shares which
the Warrant  entitled the holder to purchase  immediately  prior to such capital
reorganization,  reclassification of capital stock, consolidation, merger, sale,
transfer  or other  disposition;  and in any such case  appropriate  adjustments
shall  be made in the  application  of the  provisions  of this  Article  7 with
respect to rights and interests  thereafter of the holder of the Warrants to the
end that the

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provisions  of this  Article  7 shall  thereafter  be  applicable,  as nearly as
reasonably  may be,  in  relation  to any  shares or other  property  thereafter
purchasable upon the exercise of the Warrants.

         7.4 In the event the Company  shall  declare a dividend upon the Common
Stock payable otherwise than out of earnings or earned surplus or otherwise than
in shares of Common  Stock or in stock or  obligations  directly  or  indirectly
convertible  into or  exchangeable  for such shares,  the holder of each Warrant
shall, upon exercise of the Warrant, be entitled to purchase, in addition to the
number of shares deliverable upon such exercise,  against payment of the Warrant
Price  therefor  but without  further  consideration,  the cash,  stock or other
securities  or property  which the holder of the Warrant  would have received as
dividends  (otherwise  than out of such earnings or earned surplus and otherwise
than in shares or in obligations  convertible  into or  exchangeable  for Common
Stock) if continuously since the date hereof such holder (i) had been the holder
of record of the number of shares  deliverable  upon such  exercise and (ii) had
retained all dividends in stock or other  securities  (other than shares or such
convertible or exchangeable  stock or obligations) paid or payable in respect of
said  number of shares or in respect of any such  stock or other  securities  so
paid or payable as such dividends.

         7.5 No  certificate  for  fractional  shares  shall be issued  upon the
exercise of the  warrants,  but in lieu thereof the Company  shall  purchase any
such fractional interest calculated to the nearest cent.

         7.6  Whenever the Purchase  Price is adjusted as herein  provided,  the
Company shall forthwith deliver to each Warrant holder a statement signed by the
President of the Company and by its Treasurer or Secretary  stating the adjusted
Purchase  Price and  number  of shares  determined  as  herein  specified.  Such
statement shall show in detail the facts requiring such adjustment,  including a
statement of the consideration  received by the Company for any additional stock
issued.

         7.7      In the event at any time:

                  (i) The Company  shall pay any dividend  payable in stock upon
                  its Common  Stock or make any  distribution  (other  than cash
                  dividends) to the holders of its Common Stock; or

                  (ii)     The Company shall offer for subscription pro rata to 
                  the holders of its Common Stock any additional shares of stock
                  of any class or any other rights; or

                  (iii) The Company shall effect any capital  reorganization  or
                  any  reclassification  of or change in the outstanding capital
                  stock of the Company  (other than a change in par value,  or a
                  change f rom par value to no par  value,  or a change f rom no
                  par value to par value,  or a change  resulting  solely from a
                  subdivision  or combination  of  outstanding  shares),  or any
                  consolidation  or  merger,  or any  sale,  transfer  or  other
                  disposition of all or substantially all its property,  assets,
                  business and good

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                  will as an entirety, or the liquidation, dissolution or 
                  winding up of the Company; or

                  (iv) The  Company  shall  declare a  dividend  upon its Common
                  Stock payable otherwise than out of earnings or earned surplus
                  or otherwise  than in Common Stock or any stock or obligations
                  directly or indirectly  convertible  into or exchangeable  for
                  Common Stock;

then,  in any such case,  the Company  shall cause at least thirty  days,  prior
notice to be mailed to the  registered  holder of each Warrant at the address of
such holder  shown on the books of the  Company.  Such notice shall also specify
the date on which the books of the Company  shall  close,  or a record be taken,
for such stock dividend,  distribution or  subscription  rights,  or the date on
which  such  reclassification,   reorganization,  consolidation,  merger,  sale,
transfer, disposition,  liquidation, dissolution, winding up or dividend, as the
case may be,  shall take  place,  and the date of  participation  therein by the
holders of shares if any such date is to be fixed, and shall also set forth such
facts with  respect  thereto as shall be  reasonably  necessary  to indicate the
effect of such action on the rights of the holders of the Warrants.

8.       Governing Law

         8.1      This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware.

         IN WITNESS WHEREOF,  the Company has caused this Warrant Certificate to
be duly executed by its officers  thereunto  duly  authorized  and its corporate
seal to be affixed hereon as of the _____ day of _______, 1996.

                                                     PREFERRED/TELECOM, INC.


                                       By:
                                                     Chairman of the Board


Attest:


Secretary





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