<PAGE>

                    SEPARATION AGREEMENT AND GENERAL RELEASE

     This Separation Agreement and General Release (this "Agreement"), by and
between Michael Margolies ("Margolies"), an individual residing at 2101 N. 51st
Avenue, Hollywood, FL 33201, and Precept Business Services, Inc., a Texas
corporation ("Precept") is made and entered into as of the date of Margolies'
execution of this Agreement.

                                     RECITAL

     Margolies and Precept have agreed that it is in the best interests of 
Margolies and Precept to terminate their relationship as provided herein.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.   RESIGNATION.   Simultaneously with the execution of this Agreement, 
Margolies has tendered to Precept his resignation, a copy of which is 
attached as Exhibit A hereto, effective as of the close of business on June 
30, 1998, (the "Resignation Date") as an officer, director, employee and 
agent of Precept and its affiliates, and after the Resignation Date, except 
as specifically provided in Section 4, neither Margolies nor Precept shall 
represent or state to any party that Margolies has any authority to act for 
or on behalf of Precept or its affiliates or has any relationship with 
Precept or its affiliates other than as a shareholder.  The resignation 
letter reflects that Margolies voluntarily resigned from any and all 
positions of officer and/or director he held with Precept, its affiliates and 
subsidiaries.

     2.   SEVERANCE.     For a period commencing as of the Resignation Date 
and ending March 31, 2000 (the "Severance Period"), Precept shall (A) pay to 
Margolies on a monthly basis, net of any applicable withholding for taxes and 
any other authorized deductions, an amount equal to $21,075 (the "Monthly 
Payment"), (B) maintain in full force and effect Precept's health, disability 
and life insurance currently available to Margolies to the same extent and in 
the same manner as would be available to Margolies if he remained as a 
full-time Vice Chairman of Precept; including, but not limited to, all 
deductions required to cover Margolies' contribution to the monthly cost of 
such insurance  and (C) pay the premiums associated with the current personal 
life insurance policy covering Margolies' life (not to exceed 5 quarterly 
amounts of $12,500 for an aggregate of $62,500), with gross proceeds payable 
to the Margolies Family Trust.

     3.   MUTUAL RELEASES.    (a)  Margolies hereby for himself and on behalf 
of anyone claiming through him irrevocably and unconditionally releases, 
acquits and discharges forever Precept, its successors, assigns, divisions, 
subsidiaries, shareholders, affiliates, predecessors, employees, agents, 
officers, directors, and attorneys (the "Releasees") from any and all causes 
of action, claims and demands existing on or before the date of this 
Agreement, whether known or unknown, including, but not limited to, claims 
arising in any way from his employment with Precept, its affiliates or 
predecessors, the separation of his employment with Precept and its 
affiliates, his service as an officer and director of Precept or its 
affiliates or predecessors (hereafter in this Section 3(a) collectively 
referred to as the "Claims" or individually as the "Claim"). Said Claims 
include, but are not limited to, Claims for: (1) violation of the Age 
Discrimination in Employment Act of 1967, as amended,  (2) employment 
discrimination (including 

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claims of sex discrimination or sexual harassment) or retaliation under Title 
VII (42 U.S.C. section 2000 et seq., and under 42 U.S.C. Section 1981 through 
Section 1983); (3) disputed wages; (4) wrongful discharge or breach of any 
alleged employment contract, express or implied; and (5) any tort, including 
invasion of privacy, defamation, fraud and infliction of emotional distress.  
The release contained in this Section 3 (a) shall not affect any rights that 
may be granted to Margolies, or obligations of Precept, under the terms of 
this Agreement, that certain Registration Rights Agreement, dated March 19, 
1998, by and among Precept, Margolies and The Margolies Family Trust; and 
that certain Agreement and Plan of Reorganization, dated November 16, 1997, 
by and among U.S. Transportation Systems, Inc., Precept and Precept 
Transportation Services, L.L.C.  Margolies hereby agrees to not bring any 
legal action, either civil or criminal, against any of the Releasees for any 
Claim released under this Agreement and represents and warrants that no such 
Claim has been transferred and that no such legal action has been filed to 
date.  Margolies agrees that he will not accept any award of damages if any 
Claim is brought on his behalf and further will assign any such award to 
Precept.

     (b)  Precept on behalf of itself and its subsidiaries and other entities 
under its control, hereby releases and discharges forever Margolies, his 
family, heirs, successors, assigns, agents, and attorneys from any and all 
causes of action, claims and demands existing on or before the date of this 
Agreement, whether known or unknown, including, but not limited to, claims 
arising in any way from Margolies' employment by Precept or its affiliates or 
predecessors, his service as an officer, employee, or director of Precept or 
its affiliates or predecessors, and his status as a shareholder of Precept or 
its affiliates or predecessors; provided, however, that the release contained 
in this Section 3 (b) shall not affect any rights that may be granted to 
Precept, or obligations of Margolies, under the terms of this Agreement, that 
certain Registration Rights Agreement, dated March 19, 1998, by and among 
Precept, Margolies and The Margolies Family Trust; and any executory 
obligations of Margolies, individually, as an officer and/or director of 
Transportation Equities, Inc. ("TEI"), and as trustee of the Liquidating 
Trust all as contemplated by and pursuant to that certain Agreement and Plan 
of Reorganization, dated November 16, 1997, by and among U.S. Transportation 
Systems, Inc., Precept and Precept Transportation Services, L.L.C.  Precept 
hereby agrees to not bring any legal action, either civil or criminal, 
against Margolies for any claim released under this Agreement and represents 
and warrants that no such claim has been filed to date.

     (c)  Margolies and Precept agree that Margolies will not, directly or 
indirectly, disclose the fact of and terms of this Agreement, including the 
severance benefits, to anyone, except legal and tax advisors (each of which 
must be informed of, and must agree to comply with, this confidentiality 
provision) or as otherwise required by law.

     4.   FINDER.  (a) During the Severance Period Margolies agrees to assist 
Precept exclusively in acquiring through merger, stock or asset purchase, the 
entities listed on Exhibit B (collectively the "Companies" and individually 
the "Company") or otherwise entering into a transaction with substantially 
such effect (a "Transaction").  Margolies may submit additional names of 
prospects for consideration to Douglas R. Deason ("Deason"), the President 
and Chief Operating Officer of Precept. A prospect will not be added and 
included if the prospect has been previously introduced to Precept by a 
person other than Margolies. Margolies shall use his best efforts to assist 
Precept in consummating the Transaction, including introducing the parties, 
providing information to Precept which would be helpful in analyzing the 
transaction subject to any applicable 

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legal restrictions; and otherwise assisting Precept as reasonably requested 
until the closing of the Transaction.  Although Margolies shall at all times 
act as an independent contractor and not as an agent or partner of Precept, 
Margolies shall cooperate with Precept as reasonably required by Precept in 
order to ensure an appropriate and satisfactory introduction and continuing 
relationship between Precept and the Company.

           (b)  Margolies shall be paid a fee in cash (the "Fee") on the 
basis set forth on Exhibit B at the final legal closing of the Transaction 
("Closing").  In the event a definitive agreement, with respect to a prospect 
listed on Exhibit B, is fully executed within 6 months of when the "Finder" 
relationship between Margolies and Precept expires, then Margolies shall be 
paid upon the Closing of the Transaction contemplated in such definitive 
agreement.

          (c) In the event 75% of the aggregate of all Fees paid to Margolies 
shall exceed $63,225 (the "Fee Threshold") then the Monthly Payment for each 
of January, February and March 2000 shall be reduced, dollar for dollar, by 
the amount by which such 75% exceeds the Fee Threshold. Such reduction can in 
no event exceed $63,225. For example, if 75% of all Fees, at any time, 
totaled $83,225, than the March, 2000 Monthly Payment would be reduced by 
$20,000.

     5.   COOPERATION.  During the Severance Period Margolies shall provide 
the following as reasonably requested by Precept:

          (a)  information relating to Margolies and his ownership of Precept 
Class A common stock that is required for filings under the Securities Act of 
1933 and reports filed by Precept under the Securities Exchange Act of 1934 
("Exchange Act");

          (b)  assistance in any litigation in which Precept is involved that 
relates to matters in which Margolies participated or about which Margolies 
may have knowledge; and

          (c)  technical advice relating to transportation services matters.

          Precept shall cause Ron Sorci to be reasonably available to 
Margolies with respect to matters involving TEI and The Liquidating Trust and 
shall cooperate with Margolies, TEI and The Liquidating Trust with respect to 
making available documents, information and the like for purposes of the 
winding up and liquidation of TEI and The Liquidating Trust.

     6.   CONFIDENTIALITY AND NON-COMPETITION.  In his various positions with 
Precept and its affiliates, and their predecessors, Margolies has had access 
to and has become acquainted with various confidential information.  
Margolies agrees to treat such information as confidential and not to 
disclose any such information to anybody. Until the end of the Severance 
Period, Margolies shall not, without the prior written consent of Precept, 
directly or indirectly, engage in any non transportation business similar to 
what Precept or any of its affiliates is currently involved, or 
transportation service businesses of the type currently conducted by Precept 
or its affiliates in the geographical locations such business are conducted 
or any business which Margolies is paid a Fee pursuant to Section 4 of this 
Agreement.

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     7.   OTHER AGREEMENTS.  (a) Simultaneously with the execution of this 
Agreement, that certain Executive Employment Agreement by and between 
Margolies and Precept, dated March 19, 1998, shall terminate.

          (b) Any other written agreements or instruments that may exist on 
the date of this Agreement shall remain in place and shall not be affected by 
the terms and provisions of this Agreement.

     8.   GENERAL.

          (a)  AMENDMENT AND WAIVER.   This Agreement may not be amended or 
modified or any provision hereof waived except by an instrument in writing 
signed by or on behalf of each of the parties hereto.   Notwithstanding 
anything to the contrary contained herein, a wavier that does not adversely 
affect all of the parties hereto may be executed only by the adversely 
affected party.

          (b)  HEADINGS. The descriptive headings contained in this Agreement 
are for convenience of reference only and shall not affect in any way the 
meaning on interpretation of this Agreement.

          (c)  ASSIGNMENT.   Neither party may assign its rights or delegate 
its obligations hereunder without the prior written consent of the other 
party.

          (d)  NOTICES.   All notices required or permitted to be given 
hereunder shall be in writing and shall be given or made by delivery in 
person, by courier services, telecopy, telegram, telex or registered or 
certified mail (postage prepaid, return receipt required) to the respective 
parties at the following addresses:

          If to Precept:      Precept Business Services
                              1909 Woodall Rodgers Freeway
                              Suite 500
                              Dallas, Texas 75201
                              Attention:     General Counsel


          If to Margolies:    Michael Margolies
                              2101 N. 51st Avenue
                              Hollywood, FL 33201

          With a copy to:     Robert Brantl, Esq.
                              Bressler, Amery & Ross
                              17 State Street
                              New York, NY 10004


          (e)  ENTIRE AGREEMENT.   This Agreement constitutes the entire 
agreement of the parties hereto with respect to the subject matter hereof and 
supersedes all prior agreements and undertakings, both written and oral, 
among the parties hereto with respect to the subject matter.

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          (f)  GOVERNING LAW.  This Agreement will be governed by, and 
constructed in accordance with, the laws of the State of Texas.

          (g)  SEVERABILITY.  If any term or other provision of this 
Agreement is finally determined by a court of competent jurisdiction to be 
invalid, illegal or incapable of being enforced under any law or public 
policy, all other terms and provisions of this Agreement will nevertheless 
remain in full force and effect.  Upon such determination that any term or 
other provision is invalid, illegal or incapable of being enforced, the 
parties hereto will negotiate in good faith to modify this Agreement so as to 
effect the original intent of the parties as closely as possible in an 
acceptable manner. Specifically excepted from this requirement to negotiate 
are any questions concerning the reasonableness of the limitations upon 
competition.

          (h)  SPECIFIC PERFORMANCE.  The parties hereto acknowledge that 
irreparable damage would occur in the event any provision of this Agreement 
was not performed in accordance with the terms hereof and that neither party 
will have an adequate remedy at law in such case.  Accordingly, the parties 
hereto agree and consent that the other will be entitled to a decree of 
specific performance, injunctive relief mandamus or other appropriate remedy 
to enforce performance of this Agreement, in addition to any other remedy at 
law or equity.

          (i)  FEDERAL OLDER WORKS BENEFIT PROTECTION ACT.   Margolies 
acknowledges that he has been informed of his rights under the Federal Older 
Workers Benefit Protection Act that:

               (A)  He has the right to consult with an attorney before signing
                    this Agreement;
               (B)  He does not release rights or claims under the Age
                    Discrimination in Employment Act of 1967, as amended, that
                    may arise after the date this Agreement is executed by
                    Margolies;
               (C)  He has twenty-one (21) days from the date above to consider
                    this Agreement; and
               (D)  He has seven (7) days after signing this Agreement to revoke
                    this Agreement, but only to the extent it releases a claim
                    for age discrimination under the Age Discrimination in
                    Employment Act of 1967, as amended.  This revocation can be
                    made by delivering a written notice of revocation to
                    Precept's General Counsel, at the following address: 1909
                    Woodall Rodgers Fwy, Dallas, Texas 75201.  For this
                    revocation to be effective, written notice must be received
                    by Precept no later than 5:00 p.m. on the seventh day after
                    Margolies signs this Agreement.  Margolies understands that
                    the severance allowance will not be paid until after the
                    seven-day revocation period has passed without Margolies
                    having given notice of revocation.


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          (j)  NO DISPARAGING REMARKS.  Margolies agrees to refrain from 
making disparaging, negative or other similar remarks concerning Precept or 
any of its subsidiary or affiliated corporations or entities, or their past 
and present respective officers, directors, shareholders, clients or 
employees.

          (k)  TAXABILITY.    Margolies agrees and acknowledges that no 
representations have been made to him or to his representatives concerning 
the taxable nature of any consideration provided to him pursuant to this 
Agreement.

          (l)  ARBITRATION.   Any controversy or claim arising out of, or 
relating to, this Agreement, or its breach, shall be settled by arbitration 
in the City of Chicago in accordance with the then governing rules of the 
American Arbitration Association. Judgement upon the award rendered may be 
entered and enforced in any court of competent jurisdiction.


          IN WITNESS WHEREOF, the parties have executed this Agreement.

                                       PRECEPT BUSINESS SERVICES, INC.


                                       By:  
                                          ------------------------------------
                                          Name:   David L. Neely
                                          Title:  Chairman of the Board
                                                   and Chief Executive Officer

                                       ------------------------------
                                       Date




                                       ---------------------------------------
                                       Michael Margolies


                                       ------------------------------
                                       Date





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                                                                       EXHIBIT A
                                                                       ---------

                               July 1, 1998


Mr. David L. Neely
Chairman of the Board
and Chief Executive Officer
Precept Business Services, Inc.
1909 Woodall Rodgers Fwy. Suite 500
Dallas, Texas 750201


Dear David:

     As we discussed and agreed, I hereby voluntarily tender my resignation 
effective as of the close of business on July 1, 1998, on the terms and 
conditions set forth in the Severance Agreement between Precept Business 
Services, Inc. ("Precept") and me dated as of July 1, 1998, as Vice Chairman 
of the Board of Directors of Precept, and, as appropriate, as an officer, 
director, employee and agent of any and all Precept affiliates.  My 
resignation is not conditioned upon acceptance by the Precept Board of 
Directors or the Board of Directors of any of its affiliates.

     Best wishes for your continued success.


                                       Sincerely yours,



                                       Michael Margolies





cc: Precept Board of Directors














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                                  EXHIBIT "B"
                                  -----------







IDENTIFICATION OF THE COMPANY:
------------------------------








EXPENSES:  Expenses will be reimbursed only in the event they have been approved
--------   by David L. Neely.








FINDER'S FEE:
-------------

     1% of the last twelve months revenue of the Company as reflected in the
     most recent, available financial statements of the Company used in
     determining the purchase price in the Transaction.









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