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                                                                    EXHIBIT 10.4

                             ASSUMPTION AGREEMENT

     This Agreement is made in favor of RFC Capital Corporation, a Delaware
corporation, located at 130 East Chestnut Street, Suite 400, Columbus, Ohio
43215 (as such, together with its successors and assigns, "RFC"), by USC
Telecom, Inc., a Delaware corporation, located at 1250 Wood Branch Park Drive,
Houston, Texas  77079 (herein "USC"), as of this 27th day of January, 1999.

                                    RECITALS

A.   Brittan Communications International Corporation (herein "BCIC") has
     heretofore executed and delivered to RFC the following documents:

     i.   Promissory Note dated June 29, 1998,  in the original principal amount
          of $1,500,000  (herein the "Note") a copy of which is attached hereto
          as Exhibit B; and

     ii.  financing statements to perfect the security interests granted to RFC
          by the Loan Agreement in all of BCIC's equipment, customer base and
          proceeds of that certain Key Man Life Insurance Policy as more fully
          described in that certain Loan and Security Agreement dated June 29,
          1998, as amended by a First Amendment to Loan and Security Agreement
          dated July 13, 1998,  a copy of which is  attached hereto collectively
          as Exhibit A (herein the "Loan Agreement") (collectively the
          "Financing Statements").

All of the foregoing, including the Note and the Financing Statements are
hereinafter sometimes collectively referred to as the "Loan Documents".  Any
capitalized term used herein and not otherwise defined shall have the respective
meaning ascribed thereto in the Loan Agreement.

B.   Simultaneously herewith, RFC and USC are entering into a Purchase Agreement
     (the "Purchase Agreement") providing for the purchase by USC of the Assets
     (as defined in the Purchase Agreement) and Equalnet Communications Corp.,
     the wholly owning parent of USC ("ECC"), is granting to RFC a Common Stock
     Purchase Warrant (the "Warrant") for the purchase of 300,000 shares of the
     Common Stock of ECC (the "Common Stock")

C.   RFC has heretofore provided notice to BCIC of BCIC's default of certain
     terms and conditions of the Loan Documents and, as a direct result thereof,
     BCIC has acknowledged such defaults and has consented to the surrender of
     the collateral covered by the Loan Documents and the sale of the Collateral
     pursuant to Section 9-504 of the Uniform Commercial Code in effect in Ohio
     and Texas as evidenced by that certain Voluntary Surrender dated January
     27, 1999, entered into by and between BCIC and RFC.

D.   Pursuant to the terms and provisions hereof, USC desires to expressly
     assume as direct obligor all of the obligations of BCIC to RFC under the
     Loan Documents and such other contracts, agreements or documents as more
     fully described herein.

     NOW THEREFORE, in consideration of the foregoing, of RFC's forbearance from
demanding payment in full of the Notes, the promises and agreements contained
herein and for
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other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, USC, intending to be legally bound, agrees for itself, its
successors and assigns, as follows:

1.  Subject to paragraphs 5 and 6 hereof, USC hereby assumes and agrees to
    perform all of the obligations, contractual undertakings, and agreements of
    BCIC pursuant to the terms of the Loan Documents, including without
    limitation, unconditionally promising to pay all principal, interest and
    fees, as provided therein. Notwithstanding anything to the contrary set
    forth in this Agreement, in the event USC is not successful in executing a
    carrier agreement with Qwest Communications Inc. or another carrier on or
    before December 31, 1999, or, if prior to entering into any such carrier
    agreement service to the Customer Base acquired by USC pursuant to the
    Purchase Agreement is interrupted and results in a material attrition of
    such Customer Base, the recourse available to RFC against USC with respect
    to the repayment of any indebtedness or other liabilities under any of the
    Loan Documents is reduced by fifty percent (50%), and with respect to the
    balance of such liabilities, RFC's recourse is limited to the extent of
    RFC's security interest or any other interest in the Assets (as defined in
    the Purchase Agreement).

2.  Subject to paragraph 6 hereof, USC hereby assumes and agrees to perform all
    of the obligations, contractual undertakings, and agreements of BCIC
    pursuant to the terms of that certain Receivables Sale Agreement dated June
    29, 1998 ("Sale Agreement"), by and between RFC and BCIC. Notwithstanding
    the foregoing, RFC's recourse as against USC for any obligations or
    liabilities assumed under this Agreement in respect of the Sale Agreement is
    hereby limited to (i) the extent of RFC's rights against USC thereunder
    arising after the date of this Agreement and (ii) the extent of RFC's
    security interest or any other interest in the Assets (as defined in the
    Purchase Agreement).

3.  USC further assumes and agrees to perform all of the obligations,
    contractual undertakings, covenants and agreements of BCIC pursuant to the
    respective terms and conditions of those certain contracts, documents or
    agreements set forth on Exhibit C attached hereto (the "Other Agreements").

4.  Without further consideration, USC and BCIC agree to execute and deliver
    such other instruments or documents, including but not limited to UCC
    amendments or continuation statements, or take such other action as RFC may
    deem reasonably necessary to continue in full force and effect any of the
    interests, security or otherwise, or obligations evidenced by the Loan
    Documents, Sale Agreement or Other Agreements.

5.  USC hereby acknowledges and agrees that the principal balance and accrued
    interest remaining unpaid on the Note is $1,513,781.25 as of January 27,
    1999, and that by virtue of this Agreement such amount, and no other amounts
    that may be due under the Note as of the date hereof, shall become the
    express, direct obligations of USC.

6.  The indebtedness and other obligations assumed by USC pursuant to this
    Agreement shall be reduced, upon the exercise from time to time by RFC or
    its transferee of the Warrant, in an amount equal to the product of (i) 80%
    and (ii) the excess of the Fair Market Value of the

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    shares of Common Stock received by RFC or such transferee upon any such
    exercise over the exercise price paid to ECC by RFC or such transferee. As
    used herein, "Fair Market Value" means (i) if the Common Stock is then
    quoted on the Nasdaq National Market, the Nasdaq SmallCap Market or listed
    on any national securities exchange, the arithmetic average of the closing
    price of the Common Stock on such market or exchange for the three trading
    days immediately preceding the date of exercise; (ii) if not so quoted or
    listed, the average of the daily high bid and low asked prices in the over-
    the-counter market as reported by the National Association of Securities
    Dealers, Inc. Automated Quotation System or such other system then in use,
    on the trading day immediately preceding the date of exercise; or (iii) if
    no bids for such security are then quoted by any such organization, the fair
    market value of the Common Stock as agreed to by RFC and USC, or if such
    parties cannot agree, as reasonably determined in good faith by an
    independent investment banker mutually acceptable to RFC and USC.

7.  RFC hereby acknowledges and agrees that USC shall have the right to offset
    any obligations and liabilities of USC created by this Agreement against any
    amounts owing to USC by RFC pursuant to the indemnification provision of the
    Purchase Agreement. In the event RFC owes an obligation to USC under Section
    7.12 of the Purchase Agreement, RFC agrees not to satisfy that obligation by
    means of set off except as against any recourse obligation of USC to RFC
    under this Agreement.

8.  This Agreement shall be interpreted, and the rights of the parties hereunder
    shall be determined, under the laws of the State of Ohio.

9.  Except as modified herein, the Loan Documents, Sale Agreement and Other
    Agreements shall remain in full force and effect, and BCIC and USC shall be
    bound by all the terms and conditions thereof. RFC has not released, and
    this Agreement shall not be construed, to release BCIC from any of its
    obligations under the Loan Documents, Sale Agreement or Other Agreements.
    BCIC hereby consents to the terms of this Agreement and agrees that its
    obligations under the Loan Documents, Sale Agreement and Other Agreements
    shall be continuing as provided therein. BCIC waives notice of acceptance
    hereof, notice of breach or default, and all other notices, demands or
    protests to which BCIC might otherwise be or become entitled under the Loan
    Documents, Sale Agreement, the Other Agreements or otherwise. BCIC's
    liability hereunder shall not be affected by any extension or modification
    of any term, condition or provision of the Loan Documents, Sale Agreement or
    Other Agreements, or any other indulgences as may be provided or permitted
    by RFC, or by any addition, substitution, exchange or release of any
    security or any party primarily or secondary liable with respect to such
    Loan Documents, Sale Agreement or Other Agreements.

10. USC and BCIC hereby severally waive any claim or right which either of them
    might now have or hereafter acquire against the other on the obligations
    evidenced by the Loan Documents, Sale Agreement or Other Agreements,
    including, without limitation, any right of subrogation, reimbursement,
    exoneration, contribution, indemnification, whether or not such claim,
    remedy or right arises in equity, or under contract, statute or common law.

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11.  No provision of the Loan Documents, Sale Agreement or Other Agreements may
     be modified without the prior written acceptance thereof by USC.

12.  USC hereby represents and warrants that it has the full power and lawful
     authority to carry on its business as presently conducted and to own and
     operate its assets, properties and business, and that the execution and
     delivery of this Agreement and consummation of the transactions
     contemplated hereby has been duly and validly authorized and executed and
     is the legally binding and enforceable agreement as to each.

13.  USC is not subject to any restriction contained in any agreement, lien,
     lease, order, judgment or decree that would prevent the consummation of the
     transactions contemplated by this Agreement.

14.  This Agreement may be executed in one or more counterparts all of which
     together shall constitute a binding and enforceable agreement with respect
     to each party.

15.  This Agreement shall be binding upon and inure to the benefit of the
     parties hereto and their respective successors and permitted assigns. USC
     may not assign any of its rights and obligations hereunder or any interest
     in the Loan Documents, Sale Agreement or Other Agreements without the prior
     written consent of RFC. RFC may, at any time, without the consent of USC,
     assign any of its rights and obligations hereunder or interests in the Loan
     Documents, Sale Agreement or Other Agreements.

16.  The invalidity of any provision or provisions of this Agreement shall not
     affect the other provisions, and this Agreement shall be construed in all
     respects as if any invalid provisions were omitted.

17.  The respective obligations of USC and BCIC under this Agreement shall be
     several and not joint.

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     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of
the date set forth above.

Executed in the
presence of:                  USC TELECOM, INC.

/S/ Dean H. Fisher            /S/ Mitchell Bodian
------------------            ----------------------------------------
Dean H. Fisher, Secretary     By:  Mitchell Bodian
                              Its:   President

                              BRITTAN COMMUNICATIONS INTERNATIONAL
                              CORPORATION

                              /S/ Jim G. Edwards
                              ----------------------------------------
                              By:  James G. Edwards
                              Its:  President

                              ACCEPTED:

                              RFC CAPITAL CORPORATION

                              /S/ Mark D. Quinlan
                              -----------------------------------------
                              By:  Mark D. Quinlan
                              Its:  Vice President

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                                   EXHIBIT C

                           LIST OF OTHER AGREEMENTS
 . That certain One Plus Billing and Information Management Services Agreement
   dated January 17, 1998 by and between BCIC and Billing Concepts, Inc. dba
   U.S. Billing, Inc.



COLUMBUS/0504313.04

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