ASSET PURCHASE AGREEMENT

         This Asset Purchase  Agreement  ("Agreement")  is made and entered into
this 4th day of February,  1997,  by and between  Brite Voice  Systems,  Inc., a
Kansas corporation  (hereinafter referred to as "Brite") and  Preferred/telecom,
Inc., a Delaware corporation (hereinafter referred to as "Preferred").

         WHEREAS,  Preferred  is in  the  business  of  providing  domestic  and
international  long-distance   telecommunications  services  to  customers  (the
"Business"); and

         WHEREAS, Brite desires to purchase from Preferred and Preferred desires
to sell to Brite all of the Assets (as herein defined) of the Business,  subject
to the terms and conditions of this Agreement.

         NOW,   THEREFORE,   in   consideration   of   the   mutual   covenants,
representations,  warranties and agreements contained herein, and for other good
and  valuable  consideration,  the  receipt  and  adequacy  of which are  hereby
acknowledged, the parties agree as follows:

1.  Purchase  and Sale of Assets.  Preferred  hereby  agrees to sell,  transfer,
assign,  convey and deliver to Brite and Brite  hereby  agrees to  purchase  and
acquire from  Preferred,  on the Closing Date, all right,  title and interest of
Preferred in the assets of the Business  including (a) all of Preferred's rights
with respect to the existing  customers  of the  Business  (other than  accounts
receivable);  (b) all  documents,  notebooks,  records and files relating to all
tariffs and all applications for authorization to resell long-distance  services
filed by Preferred with any state government agency or commission or any federal
agency or commission,  including,  but not limited to, all  electronic  readable
copies  of  such  tariffs,   applications  and  documents;  (c)  all  documents,
notebooks,   records  and  files  containing  third  party  tariff  pricing  and
telecommunications  information  relating  to the sale,  resale or  purchase  of
long-distance services; (d) all documents, notebooks, records and files relating
to Preferred's  customer billing and collection  operations;  (e) all documents,
notebooks,   records  and  files  relating  to  Preferred's   customer   service
operations;  (f) all  documents,  notebooks,  records and files  relating to the
Business;  (g) all of  Preferred's  rights in the billing  programs  and systems
currently  utilized by  Preferred,  whether or not provided by third  parties to
Preferred;  (h) the billing  software and system currently being developed by or
on behalf of Preferred;  (i) all of Preferred's  rights in all authorizations to
resell long-distance  services granted by any state regulatory authority ("State
Permits"); (j) all of Preferred's rights in Carrier Identification Code "844" or
"10844"  (the "CIC  Code");  (k) all of  Preferred's  rights in the  Section 214
authority   granted  by  the  Federal   Communications   Commission   (the  "214
Authority");  and (l) that  certain  Agreement  by and  among  Seller,  Proxhill
Marketing Ltd., and Barter Corp. dated July 5, 1996 (the "Proxhill  Agreement").
All of the foregoing are herein collectively referred to as the "Assets".

2.       Assets  Excluded  from Sale.  Unless  specifically  identified  in this
Agreement,  no assets  of Preferred, including, without limitation,  Preferred's
cash and accounts receivable, are being sold by Preferred hereunder.

3.  Liabilities.  From and after the  Effective  Time,  Brite  shall  assume the
obligations and liabilities of Preferred under the Proxhill  Agreement.  Any and
all other debts, liabilities,  obligations,  contracts,  loans, commitments,  or
undertakings of Preferred,  whether fixed,  liquidated,  absolute or contingent,
shall be and remain the sole  obligations and liabilities of Preferred and Brite
shall not be obligated in any respect therefor.

4.  Purchase  Price.  Brite  shall  pay to  Preferred  for the  sale,  transfer,
conveyance,  and  delivery  of the  Assets  to Brite,  the sum of Seven  Hundred
Forty-Three  Thousand Dollars  ($743,000) on the Closing Date. Such amount shall
be payable (a) by wire transfer of Two Hundred Fifty Thousand Dollars ($250,000)
pursuant  to wire  transfer  instructions  received  from MCI (b) Three  Hundred
Forty-One  Thousand  Dollars  ($341,000) by wire transfer to Preferred,  account
number  1885483006,  Bank One,  Texas,  N.A., 1717 Main Street,  Dallas,  Texas,
75201,  ABA Number  111000614;  (c) One  Hundred  Forty-Three  Thousand  Dollars
($143,000)  by crediting  such amount  against the amount due Brite  pursuant to
that  certain   promissory  note  of  Preferred  dated  November  1,  1996  (the
"Promissory  Note");  and (d) Nine Thousand  Dollars  ($9,000) by crediting such
amount  against the amount due Brite  pursuant to the BVS  SecureCard  Agreement
dated April 19, 1995 (the "SecureCard Agreement").

5.       Closing.

A.       Time and Place. The closing of the transaction (the "Closing") shall be
         held at Brite's offices, 7309 East 21st Street North,  Wichita,  Kansas
         on February 5, 1997 ("Closing Date"), or at such other place or earlier
         or later time as may be mutually  approved  in writing by the  parties.
         Preferred's  conveyance  of the Assets to Brite shall be  effective  at
         12:01 a.m. (CDST), on February 1, 1997 (the "Effective Time").

B.       Deliveries.  To effect the  transfer  referred  to in Section 1 hereof,
         Preferred  will, on the Closing  Date,  execute and deliver to Brite an
         Assignment and Bill of Sale  substantially  in the form attached hereto
         as Exhibit A conveying in the  aggregate  all of the Assets,  and Brite
         shall deliver to Preferred the consideration therefor in the amount and
         in the manner  specified in Section 4 hereof.  In  addition,  Preferred
         shall  execute  and  deliver to Brite the  promissory  note in the form
         attached  hereto as Exhibit E, and Brite shall  accept such  promissory
         note in replacement of the Promissory Note.

6.  Representations  and  Warranties  of Preferred.  Preferred  hereby makes the
following  representations,  warranties and covenants to Brite, each of which is
true and  correct on the date hereof and will be true and correct on the Closing
Date,  each of which shall be  unaffected  by any  investigation  heretofore  or
hereafter made by Brite, and each of which shall survive the Closing:

A.       Organization  and  Qualification.   Preferred  is  a  corporation  duly
         organized and validly existing under the laws of the State of Delaware.
         Preferred is duly qualified as a foreign corporation to do business and
         is in good  standing in each  jurisdiction  where the  character of its
         activities is such that qualification as a foreign  corporation in that
         jurisdiction  is  required by law,  except as  otherwise  indicated  in
         Exhibit B hereto.

B.       Authority  and Adequacy of Rights.  Preferred  has taken,  or will take
         prior to the Closing Date, all necessary and proper corporate action to
         authorize and approve this Agreement. The execution and delivery hereof
         will  not and  does  not  violate  any  provision  of any  judicial  or
         governmental  decree,  order or judgment to which  Preferred is a party
         nor  conflict  with or result in a breach  of or  constitute  a default
         under the  Articles  of  Incorporation  or Bylaws of  Preferred  or any
         material  agreement or instrument  to which  Preferred is a party or by
         which it is bound.  This  Agreement  constitutes  the legal,  valid and
         binding obligation of Preferred in accordance with its terms.

C.       Title.  Preferred  has good and marketable title to the Assets and such
         Assets are not now, and will not on the Closing Date be, subject to any
         liens, rights  to  liens, claims,  encumbrances or  restrictions of any
         kind.

D.       No  Litigation   or  Adverse   Events.   No  suit,   action  or  legal,
         administrative,  arbitration  or other  proceeding  or,  to the best of
         Preferred's  knowledge,  no investigation  by any  governmental  agency
         pertaining  to the Assets,  is pending or has been  threatened  against
         Preferred which could  adversely  affect the prospects for the Business
         or any of the Assets.

E.       No Consent or Approval Required. Except as may be required with respect
         to the Proxhill Agreement,  the State  Certificates,  the CIC Code, and
         the 214  Authority,  no  consent,  approval  or  authorization  of,  or
         declaration, filing, or registration with, any person is required to be
         made or obtained by  Preferred in  connection  with the  execution  and
         delivery of this Agreement by Preferred,  the  performance by Preferred
         of its obligations hereunder,  and the consummation of the transactions
         contemplated hereby.

7. Brite's  Representations  and  Warranties.  Brite hereby makes the  following
representations  and warranties to Preferred,  each of which is true and correct
on the date hereof, and will be true and correct as of the Closing Date, each of
which shall be unaffected by any  investigation  heretofore or hereafter made by
Preferred  and each of which  shall  survive  the  Closing  of the  transactions
contemplated hereby:

          A.   Authorization   for  Agreement.   The  execution,   delivery  and
               performance  of this Agreement by Brite and the  consummation  of
               the transactions contemplated hereby have been duly authorized by
               all necessary actions and proceedings  prior to the Closing,  and
               this  Agreement  is,  and  any  documents  or  instruments  to be
               executed and delivered by Brite  pursuant  hereto will be, legal,
               valid and binding  obligations of Brite enforceable in accordance
               with their terms.

          B.   Corporate.  Brite is a  corporation  duly  organized  and validly
               existing  and in good  standing  under  the laws of the  State of
               Kansas,  and has all requisite  corporate  power and authority to
               own its  property and operate its business as and where it is now
               being conducted.  Brite has complete and  unrestricted  power and
               authority to purchase the Assets.

8. Conditions  Precedent to Brite's  Obligations.  Each and every  obligation of
Brite to be performed on the Closing Date shall be subject to the  satisfaction,
prior to or on the Closing Date, of the following  conditions,  unless waived in
writing by Brite:

          A.   Representations  and  Warranties  True. The  representations  and
               warranties  made by Preferred in this Agreement shall be true and
               correct  on and as of the  Closing  Date with the same  effect as
               though such representations and warranties had been made or given
               on and as of the Closing Date.

          B.   Compliance  with  Agreement.  Preferred  shall have performed and
               complied with all of its  obligations  under this Agreement which
               are to be  performed  or  complied  with by it prior to or on the
               Closing Date.

          C.   Documents  and  Resolutions.  Preferred  shall have  delivered or
               caused to be delivered to Brite:

(1) evidence of the actions taken by Preferred  with respect to this  Agreement,
including duly adopted  resolutions  of its Board of Directors and  stockholders
approving the sale of the Assets; and

(2) a certificate from the Secretary of State of Delaware evidencing Preferred's
good standing.

          D.   MCI Agreement.  Brite,  Preferred and MCI shall have entered into
               an agreement  pursuant to which MCI shall have agreed to continue
               the provision of  long-distance  service to the Business on terms
               and conditions satisfactory to Brite.

          E.   Proxhill  Agreement.  Proxhill  Marketing,  Ltd. and Barter Corp.
               shall have consented in writing to Preferred's  assignment of the
               Proxhill Agreement to Brite.

          F.   Instruments of Transfer.  Preferred shall have delivered to Brite
               an Assignment and Bill of Sale substantially in the form attached
               hereto as Exhibit  A, a License  Agreement  substantially  in the
               form attached hereto as Exhibit C, and such other assignments and
               other  instruments of transfer and conveyance as Brite shall deem
               to be necessary  or  desirable to vest in Brite all right,  title
               and interest in and to the Assets.

          G.   Certificate   of  Preferred.   Brite  shall  have  received  from
               Preferred a certificate  of Preferred  dated the Closing Date and
               signed by the  President  and Chairman of the Board of Preferred,
               substantially in the form of Exhibit D hereto.

          H.   Proceedings  and  Instruments   Satisfactory.   All  proceedings,
               corporate  or  otherwise,  to be  taken  in  connection  with the
               transactions  contemplated  by this Agreement and all appropriate
               documents  incident  thereto  shall be  satisfactory  in form and
               substance  to  Brite's  counsel,  and  Preferred  shall have made
               available  to Brite for  examination  the  originals  or true and
               correct  copies of all  records  and  documents  which  Brite may
               reasonably   request   in   connection   with  the   transactions
               contemplated hereby.

9. Conditions Precedent to Preferred's Obligations. Each and every obligation of
Preferred  to be  performed on the Closing Date shall be subject to Brite having
performed and complied with all of its  obligations  under this Agreement  which
are to be performed or complied with by it prior to or on the Closing Date.

10.      Post-Closing Operations and Responsibilities.

          A.   General.  Preferred and Brite agree that title to the Assets,  as
               well as all benefits and risks  associated with the ownership and
               operation  of the  Business,  shall be  vested in Brite as of the
               Effective Time. However, the parties acknowledge that, because of
               certain  applicable  federal and state  regulatory  requirements,
               Preferred  shall  continue  to  conduct  certain  aspects  of the
               Business as Brite's agent, as described herein.

          B.   Appointment.  Brite  hereby  appoints  Preferred as its agent for
               purposes of conducting the customer service and billing functions
               with respect to the Business and  Preferred  hereby  accepts such
               appointment.  Preferred shall perform such services substantially
               in the manner as the same were conducted immediately prior to the
               Closing  Date,  subject to such  changes as Brite may  reasonably
               direct in  writing,  and shall at all times use its  commercially
               reasonable best efforts in performing such activities.  Preferred
               shall  perform such  services as an  independent  contractor  and
               nothing  contained  herein  shall  be  construed  as  creating  a
               partnership,  joint venture,  or other association  between Brite
               and Preferred with respect to the Business, or otherwise. For the
               period  during which  Preferred  performs such services and until
               such time as Brite shall have  otherwise  directed,  the Business
               shall be operated under the name "Preferred Telecom".

          C.   Billings;   Receivables.  Until  such  time  as  Brite  otherwise
               directs,  Preferred shall prepare and mail monthly  statements to
               customers  of the  Business  in the  manner  in  effect as of the
               Closing Date.  Effective  March 10, 1997,  all customer  payments
               shall be deposited to a bank account to be specified by Brite and
               all subsequent invoices shall provide for payment to be delivered
               as  specified  by Brite.  Preferred  may  include  in  customers'
               billings  charges for amounts  due as of the Closing  Date.  Upon
               receipt of a customer's  payment,  Brite shall remit to Preferred
               the amount due to Preferred  from such customer as of the Closing
               Date;  provided,  however,  that if a customer pays less than the
               full amount of its invoice, such payment shall be allocated among
               Preferred and Brite based upon each party's  percentage  interest
               in the aggregate amount due from such customer.

          D.   Fees  and  Payments.  For and in  consideration  of its  services
               hereunder,  Brite shall pay Preferred an amount equal to the cost
               of  performing  such  services.  As used herein,  the term "cost"
               shall mean the sum of (a) the  salaries of two  customer  service
               representatives  (estimated  to be  $5,431  per  month),  (b) the
               salary  of one  billing  employee  (estimated  to be  $1,250  per
               month), (c) Preferred's  documented  out-of-pocket costs incurred
               for "Platinum  Inc." account  processing,  "Data Dallas"  billing
               tape formatting,  PIC Processing  (LEC/IXC) and postage and other
               supplies,  and (d) a flat fee of $950  per  month  for  equipment
               usage and general and administrative overhead.

               Preferred  shall invoice Brite on a monthly basis for the amounts
               due pursuant to the  immediately  preceding  paragraph  and Brite
               shall make payment thereof within thirty (30) days of its receipt
               of any such  invoice;  provided,  however,  that  Brite  shall be
               entitled to offset  against any such amount,  any amount which is
               past due  under  either  the  Promissory  Note or the  SecureCard
               Agreement.

          E.   Transfers;  Power of Attorney.  Preferred shall take such actions
               and execute  such  requests,  agreements,  assignments  and other
               documents  as may be  necessary to fully vest in Brite all of the
               Assets, including without limitation, the State Certificates, the
               CIC Code, the 214 Authority and all of  Preferred's  rights under
               any existing state or federal tariffs.  In addition,  in order to
               facilitate  transfers of the State Certificates,  Preferred shall
               promptly  take such actions as may be  necessary to  re-establish
               its good standing as a foreign corporation in those jurisdictions
               where such good standing has been  terminated.  Preferred  hereby
               designates and appoints Brite as Preferred's  attorney-in-fact to
               execute any and all documents on  Preferred's  behalf and to take
               all such actions on Preferred's  behalf which may be necessary to
               vest in  Brite  all of its  rights  and  interests  in and to the
               Assets.

          F.   Termination.  Preferred  shall provide the services  described in
               this Section 10 for a period of six months from the Closing Date;
               provided,   however,  that  Brite  may  terminate  such  services
               immediately  upon delivery of written notice to Preferred  either
               personally or by facsimile transmission to the notice address set
               forth  in  Section  16  hereof.  If  Brite  elects  to  terminate
               Preferred's  services,  it shall  promptly pay to Preferred  upon
               receipt of  Preferred's  invoice an amount  equal to  Preferred's
               costs for the month of  operations  then in progress and, if such
               notice of  termination  is delivered on or after the 16th of such
               month,  an amount equal to 50% of Preferred's  invoiced costs for
               the immediately preceding month, subject only to Brite's right of
               offset as set forth above.

11.      Indemnification.

          A.   By  Preferred.  Preferred  agrees to defend,  indemnify  and hold
               harmless Brite and its officers,  directors,  employees,  agents,
               representatives,  successors  and  assigns  from,  against and in
               respect  of any and all loss,  liability  and  expense  resulting
               from:

(1)               all liabilities of Preferred of every kind and nature, without
                  limitation,  known or unknown, contingent or otherwise;

(2)               any  misrepresentation or breach of warranty or nonfulfillment
                  of any  obligation  by  Preferred  under   this  Agreement  or
                  from   any   misrepresentation   in   or  omission   from  any
                  certificate  or  other  instrument  furnished  or to be  
                  furnished  to  Brite  pursuant  to  this Agreement; and

(3)               any and all  actions,  suits,  proceedings,  claims,  demands,
                  assessments,  judgments,  costs and expenses  (including legal
                  expenses) incident to any of the foregoing provisions.

Without limiting the generality of the foregoing,  Preferred agrees that it will
continue to defend at its expense  actions brought against Brite which are based
on dealings prior to the Closing Date, and Brite agrees to cooperate  fully with
Preferred  in such matters by  providing  access to files and other  information
accessible to Brite and helpful to Preferred in defense of such claims.

          B.   By Brite.  Brite shall indemnify and hold harmless  Preferred and
               its  officers,  directors,   employees,  agents  representatives,
               successors  and assigns  from,  against and in respect of any and
               all loss, liability and expense resulting from:

(1)            any  misrepresentation  or breach of warranty or  nonfulfillment 
               of any  obligation  by Brite under this Agreement; and

(2)            Brite's conduct of the Business subsequent to the Closing Date.

          C.   Claims.  Should any claim be made by a person not a party to this
               Agreement  with  respect  to any  matter to which  the  foregoing
               indemnities  relate,  the  indemnified  party,  on not less  than
               thirty  (30) days'  notice to the  indemnifying  party,  may make
               settlement of such claim and such settlement  shall be binding on
               the indemnifying party;  provided,  however, that if, within said
               thirty  (30)  day  period,  the  indemnifying  party  shall  have
               requested the indemnified  party to contest any such claim at the
               expense of the  indemnifying  party,  the indemnified  party will
               promptly comply and the  indemnifying  party shall have the right
               to direct  the  defense  of such  claim or any  litigation  based
               thereon at its own  expense  through  counsel  acceptable  to the
               indemnified  party;  provided  that  to the  satisfaction  of the
               indemnified  party,  the  indemnifying  party shall indemnify and
               secure the  indemnified  party against such contested  claims and
               for the expenses of contesting and defending the claims.

          D.   Costs. If any legal action or other proceeding is brought for the
               enforcement or  interpretation of any of the rights or provisions
               of this  Agreement,  or because of an  alleged  dispute,  breach,
               default  or  misrepresentation  in  connection  with  any  of the
               provisions of this Agreement,  the successful or prevailing party
               shall be entitled to recover  reasonable  attorneys' fees and all
               other costs and expenses  incurred in that action or  proceeding,
               in addition to any other relief to which it may be entitled.

12.      Termination  and  Abandonment.  This  Agreement may be terminated and 
abandoned on or prior to the Closing Date as follows:

(1)               by mutual consent of the parties hereto;

(2)               by Preferred  if the  conditions  precedent  contained in 
                    Section 8 hereof have not been fulfilled or waived, in 
                    writing, on or prior to the Closing Date;

(3)               by Brite  if the  conditions  precedent  contained  in Section
                    9 hereof  have not been fulfilled or waived, in writing, on 
                    or prior to the Closing Date; or

(4)               by Brite or Preferred if the closing has not occurred by 
                    February 10, 1997.

         In the event of  termination  by any party as provided  above,  written
notice shall promptly be given to the other party,  and each party shall pay its
own expense, incident to the preparation for the consummation of this Agreement,
and  the  transactions  contemplated  hereby.  A  termination  pursuant  to  the
provisions of this Section 12 shall not prejudice any claim for damages that any
party may have hereunder or in law or in equity.

          13.  Assignment.  This Agreement shall not be assigned by either party
               without  the prior  written  consent  of the other  party and any
               attempted  assignment  without such written consent shall be null
               and void and without legal effect.

          14.  Governing Law. This Agreement  shall be governed by and construed
               and  interpreted  in  accordance  with  the law of the  State  of
               Kansas.

          15.  Amendment  and  Modification.  The parties may amend,  modify and
               supplement  this  Agreement  in such  manner  as may be  mutually
               agreed by them in writing.

          16.  Notices. All notices,  requests, demands and other communications
               hereunder  shall be deemed to be duly given if delivered by hand,
               if  mailed  by  certified  mail,  registered  mail or  recognized
               overnight delivery service, or if sent by facsimile transmission,
               as follows:

                                    Preferred/telecom, Inc.
                                    Attention:  President
                                    12655 N. Central Expressway
                                    Suite 800
                                    Dallas, TX  75243
                                    Fax:  (972) 726-1940

                                    Brite Voice Systems, Inc.
                                    Attention:  President
                                    7309 East 21st Street North
                                    Wichita, KS  67206-1083
                                    Fax:  (316) 652-6800

or to such other address as either party may provide to the other in writing.

          17.  Entire  Agreement.  This Agreement  embodies the entire agreement
               between  the  parties  hereto  with  respect to the  transactions
               contemplated  herein,  and there have been and are no agreements,
               representations  or  warranties  between the  parties  other than
               those set forth or provided for herein.

          18.  Execution and Delivery.  This Agreement shall be binding upon and
               shall inure to the  benefit of each of the parties  hereto and to
               their  respective  successors  and assigns and may be executed in
               two or more  counterparts,  each of  which  shall  be  deemed  an
               original but all of which together  shall  constitute but one and
               the  same  instrument.   This  Agreement,   and  any  assignment,
               certificate,  license or other writing  required  pursuant to the
               terms  hereof,  may be executed and duly  delivered by a party by
               facsimile   transmission  thereof  to  the  other  party  at  the
               facsimile number of such party as set forth in Section 16 hereof.
               The parties agree that if they execute and deliver this Agreement
               or any certificate or other document to be delivered hereunder by
               facsimile  transmission,  they will promptly  circulate  manually
               signed  originals of this Agreement or such other  certificate or
               document  in order that each party may have an  original  "ribbon
               copy" thereof for its files.

          19.  Headings. The headings used in this Agreement are for convenience
               only and shall not constitute a part of this Agreement.

          20.  Exhibits.  All of the exhibits  attached hereto are  incorporated
               herein and made a part of this Agreement by reference thereto.

          21.  Negotiated  Transaction.  The  provisions of this  Agreement were
               negotiated  by the  parties  hereto and said  Agreement  shall be
               deemed to have been drafted by both of the parties hereto.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                         PREFERRED/TELECOM, INC.


                                         By:
                                            --------------------
                                            Dennis Gundy
                                            President

                                         BRITE VOICE SYSTEMS, INC.


                                         By:
                                            -------------------
                                            Donald R. Walsh
                                            Executive Vice President


<PAGE>



                                    EXHIBIT A

                           ASSIGNMENT AND BILL OF SALE


         This  Assignment  and  Bill of Sale is made  effective  this 1st day of
February,  1997, by Preferred/telecom,  Inc. ("Seller"), a Delaware corporation,
in favor of Brite Voice Systems, Inc., a Kansas corporation ("Buyer").

         WHEREAS, Buyer and Seller have entered into an Asset Purchase Agreement
("Purchase  Agreement"),  pursuant to which Buyer agreed to purchase from Seller
and Seller agreed to sell, convey, assign, transfer and deliver to Buyer certain
assets of Seller and Seller  further agreed to execute an Assignment and Bill of
Sale with respect to such assets.

         NOW, THEREFORE, pursuant to the Purchase Agreement and in consideration
of the premises and of other valuable consideration, the receipt and sufficiency
whereof are hereby  acknowledged,  Seller by these  presents  does give,  grant,
convey, assign, transfer, sell, remise, release,  alienate, set over and confirm
unto Buyer, the business  property,  assets,  rights and interests  described as
follows:

         all  right,  title  and  interest  of  Preferred  in the  assets of the
         Business (as such term is defined in the Purchase Agreement)  including
         (a) all of  Preferred's  rights with respect to its existing  customers
         (other than accounts receivable); (b) all documents, notebooks, records
         and  files   relating  to  all  tariffs   and  all   applications   for
         authorization to resell long-distance  services filed by Preferred with
         any state  government  agency or  commission  or any federal  agency or
         commission,  including,  but not  limited to, all  electronic  readable
         copies of such tariffs,  applications and documents; (c) all documents,
         notebooks,  records and files containing third party tariff pricing and
         telecommunications information relating to the sale, resale or purchase
         of long-distance  services; (d) all documents,  notebooks,  records and
         files   relating  to  Preferred's   customer   billing  and  collection
         operations; (e) all documents, notebooks, records and files relating to
         Preferred's customer service operations; (f) all documents,  notebooks,
         records and files  relating  to the  Business;  (g) all of  Preferred's
         rights in the  billing  programs  and  systems  currently  utilized  by
         Preferred,  whether or not provided by third parties to Preferred;  (h)
         the billing  software  and system  currently  being  developed by or on
         behalf   of   Preferred;   (i)  all  of   Preferred's   rights  in  all
         authorizations  to resell  long-distance  services granted by any state
         regulatory  authority;   (j)  all  of  Preferred's  rights  in  Carrier
         Identification Code "844" or "10844";  (k) all of Preferred's rights in
         the  Section  214  authority  granted  by  the  Federal  Communications
         Commission;  and (l)  all of  Preferred's  rights  under  that  certain
         agreement between  Preferred,  Proxhill Marketing Ltd. and Barter Corp.
         dated July 5, 1996, to have and to hold all of the aforesaid unto Buyer
         to and for the use of  Buyer,  its  successors  and  assigns forever.


<PAGE>


         IN WITNESS  WHEREOF,  Seller has executed this  Assignment  and Bill of
Sale effective as of the day and year first above written.


                                          PREFERRED/TELECOM, INC.


                                       By:
                                          ----------------------------
                                          Dennis Gundy
                                          President

 



<PAGE>



                              
                                    EXHIBIT B

                                PREFERRED TELECOM
                            AUTHORIZATIONS TO RESELL
                             LONG DISTANCE SERVICES

                                     AUTHORIZED TO RESELL            APPLICATION
NAME OF STATE                                                          PENDING

Alabama                                                                Pending
Alaska                               Not applied for
Arizona                              Granted
Arkansas                             Granted
California                           Granted
Colorado                             Granted
Connecticut                          Granted
Delaware                             Granted
Florida    *                         Granted
Georgia                              Granted
Hawaii                               Not applied for
Idaho                                Granted
Illinois                             Granted
Indiana                              Granted
Iowa                                 Granted
Kansas                               Granted
Kentucky                             Granted
Louisiana                            Granted
Maine                                                                    Pending
Maryland                             Granted
Massachusetts                        Granted
Michigan                             Granted
Minnesota                            Denied
Mississippi                          Granted
Missouri    *                        Granted
Montana                              Granted
Nebraska                             Granted
Nevada                               Granted
New Hampshire                        Denied
New Jersey                           Granted
New Mexico                                                               Pending
New York                             Granted
North Carolina                       Granted
North Dakota                         Granted
Ohio                                 Granted
Oklahoma                             Granted
Oregon    *                          Granted
Pennsylvania                         Granted
Rhode Island                         Revoked
South Carolina                       Granted
South Dakota                         Granted
Tennessee                            Granted
Texas                                Granted
Utah                                 Granted
Vermont    *                         Granted
Virginia    *                        Granted
Washington                           Granted
West Virginia                        Granted
Wisconsin    *                       Granted
Wyoming                              Granted

    * Preferred Telecom,  Inc.'s  authorization to act as corporation has either
been  revoked or Preferred  Telecom is  delinquent  in filing its annual  report
and/or owes funds for the privilege of doing business.

<PAGE>

                                    EXHIBIT C

                                LICENSE AGREEMENT


         THIS LICENSE  AGREEMENT,  effective  as of February 1, 1997,  is by and
between  BRITE  VOICE  SYSTEMS,  INC.,  a  Kansas  corporation  ("Brite"),   and
PREFERRED/TELECOM, INC., a Delaware corporation ("Preferred");

         WHEREAS,   Brite  has  acquired  Preferred's  long  distance  telephone
reseller business pursuant to a certain Asset Purchase  Agreement dated February
1, 1997 ("Purchase Agreement"); and

         WHEREAS, Preferred is the owner of certain service marks and trademarks
used in the long distance telephone reseller business; and

         WHEREAS,  Brite  desires to use such service  marks and  trademarks  in
connection with such business.

         NOW,  THEREFORE,  in  consideration  of the foregoing and of the mutual
promises hereinafter set forth, the parties agree as follows:

     1. Definitions.

          A.   "Business" shall have the meaning given such term in the Purchase
               Agreement.

          B.   "Marks"  shall mean the following  service marks and  trademarks:
               SecureCard,  VIP 800,  Preferred  Collect,  Preferred Telecom and
               Preferred/telecom   along  with  all  other   service  marks  and
               trademarks  that are or have been utilized in connection with the
               Business.

     2. Continuation of Business.  The parties acknowledge that Brite intends to
and shall have the right to operate the Business, including offering any and all
services that are identified by the Marks.

     3. Grant of License.  Preferred grants to Brite a perpetual,  nonexclusive,
royalty free  license to use the Marks and  associated  good will in  connection
with the Business.

     4.  Ownership  of  Marks.  Brite  acknowledges  ownership  of the  Marks in
Preferred,  and shall take no action  inconsistent  with such  ownership.  Brite
further acknowledges that nothing in this License Agreement shall give Brite any
right,  title or interest in the Marks, other than the right to use the Marks in
accordance  with this  License  Agreement.  Brite  shall not attack the title of
Preferred to the Marks.

     5. Use of Marks. Use of the Marks shall be in Brite's discretion, but shall
be subject to  Preferred's  right to  reasonably  review such use and to suggest
changes  in  usage.   Brite  shall  cooperate  with  Preferred  in  facilitating
Preferred's right to review, if such right is exercised by Preferred.

     6.  Unauthorized  Third Party Use.  Brite  shall  notify  Preferred  of any
unauthorized use of the Marks by others that becomes known to Brite.  Both Brite
and Preferred shall have the right to bring  infringement or unfair  competition
proceedings involving the Marks.

     7.  Assignment.  This  License  Agreement  may  be  assigned  by  Brite  in
connection with a transfer of the Business, in whole or in part.

     8. Choice of Law. This License Agreement shall be interpreted  according to
the laws of the State of Kansas.

     9.  Entire  Agreement.   This  License  Agreement  constitutes  the  entire
agreement of the parties and  supersedes all prior  agreements,  understandings,
negotiations or contracts between the parties,  written or oral, with respect to
license of the Marks. This Agreement may be effectively amended or modified only
by a writing that has been executed by the parties hereto.

         IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  License
Agreement to be executed effective as of February 1, 1997.

                                         PREFERRED/TELECOM, INC.


                                         -----------------------------------

                                         By:________________________________

                                         Title:_____________________________


                                         BRITE VOICE SYSTEMS,  INC.


                                         -----------------------------------

                                         By:________________________________

                                         Title:_____________________________


<PAGE>


                                    EXHIBIT D

         CERTIFICATE OF PRESIDENT AND CHAIRMAN OF THE BOARD OF DIRECTORS
                           OF PREFERRED/TELECOM, INC.

         The  undersigned,  Dennis L. Gundy and Ray Miller,  the  President  and
Chairman of the Board of Directors, respectively, of Preferred/telecom, Inc.(the
"Company"), certify that:

1.  Attached  hereto as Exhibit 1 is a true,  complete  and correct  copy of the
Articles of Incorporation of the Company, which Articles of Incorporation are in
full force and effect as of the date hereof,  there having been no amendments or
other documents filed affecting the Articles of Incorporation;

2.  Attached  hereto as Exhibit 2 is a true and complete copy of the  Company's 
Bylaws and said Bylaws are in full force and effect as of the date hereof;

3. Attached hereto as Exhibit 3 is a true and correct copy of the Resolutions of
the Board of  Directors  of the  Company  dated  January  31,  1997 (the  "Board
Resolutions")  which authorize and approve the Asset Purchase Agreement dated as
of February 4, 1997  between  Brite Voice  Systems,  Inc.  and the Company  (the
"Agreement").  Such Board Resolutions have not been amended, modified or revoked
and are in full force and effect on the date hereof;

4. Attached  hereto as Exhibit 4 is a true and correct  copy of the  Resolutions
adopted and approved by the stockholders of the Company by written consent 
dated January 31, 1997;

5. The  stockholders  having executed the written consent  attached hereto as 
Exhibit 4, own in the aggregate in excess of 66% of the issued and outstanding 
common stock of the Company;

6. The  representations  and  warranties  made by the Company in the  Agreement
are true and complete in all material respects as if made on and as of the date 
hereof;

7. All covenants, obligations and conditions of the Agreement to be performed by
the Company on or before the date hereof have been so  performed in all material
respects or waived.

         In witness whereof, the undersigned have executed this Certificate this
_____ day of February, 1997.


------------------------------------        ------------------------------------
Dennis L. Gundy                                      Ray Miller
President                                            Chairman of the Board




<PAGE>


                                    EXHIBIT E

         This Note has 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
         Note 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.


                                 PROMISSORY NOTE


<PAGE>
         PREFERRED/TELECOM,   INC.  (herein  called  the  "Maker"),   for  value
received,  promises and agrees to pay to the order of BRITE VOICE SYSTEMS,  INC.
at 7309 East 21st Street North, Wichita, Kansas 67206, or such other place as it
may designate,  in lawful money of the United States of America,  in immediately
available  funds,  the sum of Eighty  Four  Thousand  Eight  Hundred  Thirty One
Dollars and 31/100  ($84,831.31),  bearing interest at the Note Rate, payable in
eleven (11) monthly  installments in equal amounts based upon the amortized loan
balance and the then  applicable  Note Rate. As used herein the term "Note Rate"
shall  vary  monthly  on the first  day of each  month and shall be 2% above the
prime  rate as listed in the Money  Rates  section  of the Wall  Street  Journal
published on the first day of each month,  or on the next date such  publication
is  published,  if not  published on the first day of a month.  The initial Note
Rate applicable under this Promissory Note shall be 10.25%. Payment of the first
installment  shall be due on March 1, 1997 and subsequent  payments shall be due
on the  first  day of each of the next 10  consecutive  months,  as shown in the
following schedule:

                  Payment No.               Payment Due          Amount
                  -----------               -----------          ------
                  1                         03/01/97            $8,111.62
                  2                         04/01/97            $8,111.62
                  3                         05/01/97            $8,111.62
                  4                         06/01/97            $8,111.62
                  5                         07/01/97            $8,111.62
                  6                         08/01/97            $8,111.62
                  7                         09/01/97            $8,111.62
                  8                         10/01/97            $8,111.62
                  9                         11/01/97            $8,111.62
                  10                        12/01/97            $8,111.62
                  11                        01/01/98            $8,111.62

         At the time of any  change in the Note  Rate,  the  amount of  payments
numbered 1 through 11, due after the date of such change,  shall be recalculated
to reflect the amortized amount necessary to fully pay off the remaining balance
due hereunder,  at the new Note Rate, in equal payments on the remaining payment
due dates.

         All payments shall be applied first to the payment of accrued  interest
and then to the payment of principal.

         In the event  default is made in any  payment  hereof,  then all of the
unpaid  indebtedness  hereunder shall, at the option of the holder,  immediately
become due and payable  and bear  interest at the rate of 18% per annum from the
date of such  default.  Failure to exercise  this option shall not  constitute a
waiver of the right to declare all of the unpaid indebtedness due and payable at
once at any subsequent time.

         Maker shall have the right to prepay any and all amounts due  hereunder
without penalty for the privilege of doing so.

         Should  there  be  a  default  in  the  payment  of  the   indebtedness
represented  by this Note or any part thereof,  and thereafter  amounts  payable
under  this  Note  should  be  collected  at  law,  in  equity,  in  bankruptcy,
receivership  or other  court  proceeding,  or should this Note be placed in the
hands of an attorney  for  collection  after  default,  the Maker  agrees to pay
reasonable  attorneys'  fees and  litigation  costs in addition to principal and
interest due and payable thereon.

         The provisions hereof shall bind and the benefits and advantages hereof
shall  inure to the parties  hereto and their  respective  successors,  assigns,
personal or legal representatives,  trustees, heirs, beneficiaries, legatees and
devisees.

         This Note  shall in all  respects  be  governed  by and  construed  and
enforced in accordance  with the laws of the State of Kansas and Maker agrees to
jurisdiction and venue in the Sedgwick County, Kansas District Court in Wichita,
Kansas and the United States District Court in Wichita, Kansas.

                                    MAKER:  PREFERRED/TELECOM, INC.

                                 By_____________________________________

                                 Name___________________________________

                                 Title__________________________________