Exhibit 10.1

                          PURCHASE AND SALE AGREEMENT

     THIS  AGREEMENT,  made  this 10th  day  of  April,  2003,  by  and  between
Zenex  Long  Distance,  Inc. dba Zenex Communications, Inc. (Zenex), an Oklahoma
Corporation  and  Ricky A. Naylor (Naylor), a resident of Oklahoma County, State
of  Oklahoma,

                                  WITNESSETH:

     THAT  FOR A VALUABLE CONSIDERATION MUTUALLY GIVEN AND RECEIVED, THE PARTIES

HERETO  AGREE  AND  COVENANT  AS  FOLLOWS:

1.   DESCRIPTION  OF  PROPERTY.  That  Zenex  agrees  to  deliver  to Naylor the
     following  described  goods,  subject  to  a security interest to the First
     National  Bank,  Midwest  City, Oklahoma, and upon the terms and conditions
     hereinafter  set  forth:

          All Harris  switching  equipment, including all software, hardware and
          SS7 connections,  all proprietary prepaid and IVR platforms, including
          all hardware and proprietary software, all  proprietary administrative
          billing  and  customer service data base, and all racks and switchroom
          infrastructure,  including  cross  connect panels, battery back-up and
          all  in  room  cabling support systems and related equipment of Zenex,
          located  at  201  Robert  S.  Kerr  Avenue,  Oklahoma  City, Oklahoma,
          hereinafter  referred  to  as  "the  goods".

2.   PURCHASE  PRICE. As consideration for the goods purchased, Naylor agrees to
     assume,  pay  and be responsible for three notes as described below, in the
     approximate  amounts  set  forth  opposite each of the said notes, to First
     National Bank in Midwest City, Oklahoma (Lender), used to secure payment of
     the  said  goods,  by refinancing the said notes in his name and paying the
     said  note(s)  as they become due, in accordance with the terms of the said
     note(s):
<TABLE>
<CAPTION>
<S>                                         <C>
                    Note  #  68996          $  122,895.
                    Note  #  69475          $   52,799.
                    Note  #  71703          $  206,573.
</TABLE>

3.   POSSESSION.  That  Naylor shall take possession of the said goods as of the
     date  of  this  agreement.

4.   DEFAULT.  In  the  event  of  any default by Naylor of any of the terms and
     conditions  of  this Agreement, or of any payment to First National Bank in

<PAGE>

     Midwest  City  as  such  payment  becomes due, Zenex may declare the unpaid
     balance and interest, due and payable immediately, and Naylor will pay that
     amount  to  Zenex.

5.   ACCELERATION  OF  PAYMENTS. If Naylor shall be in default in payment of any
     payment  due  hereunder  for a period of five (5) days, or if any relief or
     proceeding  in  bankruptcy, receivership, or insolvency shall be instituted
     or  filed  by or against Naylor, the full amount of the purchase price then
     remaining  balance and interest unpaid shall, at the option of Zenex, shall
     be  immediately  due  and  payable.  Time  is  of  the  essence.

6.   NO  WARRANTY.  Zenex  shall  in  no  way be deemed or held to be obligated,
     liable or accountable upon or under any guarantee or warranty, expressed or
     implied,  statutory,  by  operation of law, or otherwise, to the goods sold
     hereunder,  as  all  goods  delivered to the buyer under this agreement are
     being  sold  "as  is".

7.   LITIGATION EXPENSES. In the event any litigation is commenced by one of the
     parties  hereto  against  the other, the party not prevailing shall pay the
     prevailing party all costs, attorneys' fees, and other expenses incurred in
     such  proceeding.

8.   WAIVER. The parties hereto severally waive demand, presentment for payment,
     protest  and  notice  of  protest,  and  non-payment.

9.   APPLICABLE  LAW. This purchase agreement shall be governed by and construed
     in  accordance  with  the  substantive  law  of  the  State  of  Oklahoma.

10.  WRITTEN  AGREEMENT.  This  Lease  contains the entire agreement between the
     parties.  And  the  terms  of  this  agreement  may  be modified only by an
     agreement  in  writing  signed  by  all  parties  hereto.

11.  CAPTIONS.  The  captions  contained  here are for convenience and reference
     only and are not a part of this purchase agreement or to be construed as in
     any manner limiting or amplifying the terms and provisions of this purchase
     agreement.

12.  HEIRS  AND  ASSIGNS.  This purchase agreement shall bind and have effect to
     the  benefit  of  the  parties names and their respective heirs, executors,
     administrators,  successor  and  permitted  assigns,  as  applicable.

13.  SAVING  CLAUSE.  In  the event any provision of this purchase agreement are
     declared  or  determined  to  be  invalid  under  the  laws of the State of
     Oklahoma, the remaining terms and conditions shall remain in full force and
     effect  and  shall  be  binding  on  the  parties  hereto.

14.  EXECUTION IN MULTIPLE COUNTERPARTS. This purchase agreement may be executed
     in  any  number  of  counterparts,  each  of  which  shall be considered an
     original,  with  the  same  effect  as if the signatures were upon the same
     instrument.


<PAGE>

     IN  WITNESS  WHEREOF,  the  parties named herein have reviewed and approved
this  Purchase  and  Sale  Agreement  and set their hands the year and day first
above  written  in  Oklahoma  County,  Oklahoma.



                                                  /s/Ricky A. Naylor
--------------------------------------            ------------------------------
Zenex  Long  Distance,  Inc.  dba                 Ricky  A.  Naylor
Zenex  Communications,  Inc.

By:  /s/Ron Carte
   -----------------------------------

Title:  CEO
      --------------------------------