ASSETS PURCHASE AGREEMENT

                                 BY AND BETWEEN

                            ONE PLUS MARKETING, INC.

                                       AND

                                  SCOTT A. BEIL




<PAGE>


                            ASSETS PURCHASE AGREEMENT

         This ASSETS PURCHASE AGREEMENT  ("Agreement")  dated as of December 17,
1999,  by  and  between  One  Plus  Marketing,  Inc.,  an  Illinois  corporation
("Seller"), and Scott A. Beil, an individual, ("Purchaser").

          WHEREAS,  Seller desires to sell to Purchaser and Purchaser desires to
purchase from Seller certain property and assets of Seller.

         NOW,  THEREFORE,   in  consideration  of  the  mutual  representations,
warranties, covenants, and agreements contained herein, the parties hereto agree
as follows:


                        ARTICLE I. ASSETS TO BE CONVEYED

         At  Closing,  Seller  shall  sell,  convey,  assign,  and  transfer  to
Purchaser,  and Purchaser shall purchase and acquire from Seller,  the following
items (hereinafter "Assets") of Seller:

         (1)  all  of  Seller's  computer  hardware,   software,   and  systems;
telephones,   office  supplies,   furniture,   fixtures,   equipment  (including
telecopier  equipment),  and all other tangible property located in the facility
at 700 North Second Street,  Third Floor, St. Louis,  Missouri ("OPM's St. Louis
Office"),  including but not limited to those items identified on Schedule I(1),
but  excluding  from the  Assets  all  current  insurance  policies  of  Seller.
Purchaser to verify and confirm the  existence of such assets the day of closing
and notify Seller of any discrepancies;

         (2) copies or originals of all files, correspondence, internal reports,
proprietary  information,   technical  information,  and  contractual  documents
relating to Seller's  operations at OPM's St. Louis Office,  including,  but not
limited to,  databases and records on magnetic tape,  floppy disk, or other form
of media;

         (3) leases identified on Schedule I(3);

         (4) the telephone numbers listed on Schedule I(4);

         (5) all accounts  receivable of Seller as of the Closing Date except an
account  receivable  from  Hitcom  Corporation  in  the  amount  of  $1,650,000.
("Accounts  Receivable").  Said Accounts  Receivable are being purchased with no
assurance from Seller as to their collectability.

         (6) the name "One Plus Marketing" and all derivatives thereof; and,

         (7) all customer  agreements  and customer  contracts of Seller and all
operating contracts with suppliers of Seller.



<PAGE>


                    ARTICLE II. CONSIDERATION FROM PURCHASER

         In  consideration  for the  conveyance  by Seller to  Purchaser  of the
Assets,  Purchaser  shall  assume  and be  solely  liable  for  the  liabilities
identified  in Schedule II ("Assumed  Liabilities").   Purchaser  shall  deliver
to  Seller  at  Closing  5,837,503  shares  of Hitcom  Corporation  common stock
endorsed in blank with an irrevocable stock power in form acceptable to Seller.


                              ARTICLE III. CLOSING

         The  closing  of  the  transactions   contemplated  by  this  Agreement
("Closing")  shall commence at 4:00 P.M.,  C.S.T.  on December 17, 1999, at the
offices of Purchaser's  counsel in Edwardsville,  Illinois ("Closing Date"). The
sale and purchase of the Assets shall be deemed  effective at 12:59 P.M., on the
Closing Date for all purposes.


                   ARTICLE IV. CONDITIONS PRECEDENT TO CLOSING

         Each of the obligations of the Seller and Purchaser,  respectively,  to
be performed  hereunder  shall be subject to the  satisfaction  or waiver by the
Purchaser and Seller, respectively,  at or prior to the Closing Date as provided
herein.  Further,  the following shall be conditions precedent to the respective
parties' obligation to close:

         (1) The  representations  and  warranties  of the Seller and  Purchaser
contained in this Agreement shall be true in all material  respects on and as of
the Closing Date with the same force and effect as though made on and as of such
date;

         (2) the Seller and  Purchaser,  respectively,  shall have  delivered to
each other all required deliveries as provided in this Agreement.

         (3)  Purchaser  shall  close on the Assets  Purchase  Agreement  By and
Between  Hitcom   Corporation  and  Scott  A.  Beil  dated  December  17,  1999,
concurrently with the closing of this Agreement.


                    ARTICLE V. SELLER'S DELIVERIES AT CLOSING

         At  Closing,  Seller  shall  deliver to  Purchaser,  unless  previously
delivered, in form and substance satisfactory to Purchaser, the following:

         (1) a fully executed and  enforceable  Bill of Sale for all the Assets,
including the items identified in Schedule I(1), and Schedule I(4);

         (2)  a  fully  executed  and  enforceable   assignment  of  each  lease
identified in Schedule I(3) of this Agreement;

         (3) a consent to assignment from each of the respective lessors of each
lease  identified in Schedule I(3),  stating that as of the Closing Date,  there
has been no breach by Seller of the  respective  lease and that Seller is not in
default of the respective lease;

         (4) a fully executed and enforceable  assignment of Accounts Receivable
of Seller as of the Closing Date;

         (5) a  certified  statement  of the Seller to the effect that Seller is
authorized by its directors to enter into the transactions  contemplated by this
Agreement;

         (6) a  certificate  of good  standing  from the State of  Illinois
dated  within 30 days before or on the Closing Date;

         (7) All items,  books,  records,  files,  agreements,  purchase orders,
internal reports,  and materials in Seller's  possession relating to the Assets;
and

         (8)  Such  other  documents  and  deliveries   reasonably  required  by
Purchaser or Purchaser's  Lender to consummate the transactions  contemplated by
this Agreement.


                  ARTICLE VI. PURCHASER'S DELIVERIES AT CLOSING

         At Closing,  Purchaser  shall deliver to Seller,  in form and substance
satisfactory to Seller the following:

         (1) a fully executed and enforceable Assumption of Liabilities for the
Assumed Liabilities;

         (2) 5,837,503  shares of Hitcom  Corporation  common stock  endorsed in
blank with irrevocable stock power in form acceptable to Seller;

         (3) Such other documents and deliveries  reasonably requested by Seller
to consummate the transactions contemplated by this Agreement.



               ARTICLE VII. MUTUAL REPRESENTATIONS AND WARRANTIES

         Seller and Purchaser agree, represent and warrant that from the date of
this Agreement, except as otherwise consented to in writing:

         (1) At all times subsequent to Closing,  Seller and Purchaser each will
permit the other party and their  representatives,  including but not limited to
lawyers and  accountants,  during normal  business  hours, to have access to and
examine and make  copies of all books,  records,  files,  and  documents  in its
possession  that relate to the Assets or this Agreement or the other  agreements
and instruments  referred to in this Agreement or that relate to transactions or
events  occurring prior to the Closing or to  transactions  or events  occurring
subsequent  to the Closing that are related to or arise out of  transactions  or
events relating to the Closing.

         (2) For any  rights or  remedies  relating  to the  Assets  that may be
enforced  after the Closing Date against third  parties,  Purchaser  will notify
Seller in writing of any such  enforcement that should properly be instituted in
the name of Seller, and Seller will join with Purchaser in enforcing such rights
and  remedies  or  enforce  such  rights or  remedies  in  Seller's  own name at
Purchaser's sole cost.

         (3) All representations,  warranties, covenants, and agreements made by
either party to this Agreement shall survive the Closing.

         (4) The  parties  will  each  use  their  best  efforts  to  cause  all
conditions of the  consummation  of the  transaction  contemplated  herein to be
satisfied prior to termination of this Agreement.

         (5) All covenants,  agreements,  representations and warranties made in
this  Agreement  shall be deemed to be material  and to have been relied upon by
Purchaser and Seller, notwithstanding any prior knowledge or investigations made
by or on behalf of them.


              ARTICLE VIII. SELLER'S REPRESENTATIONS AND WARRANTIES

         Seller  agrees,  represents  and  warrants  that  from the date of this
Agreement, except as otherwise consented to in writing by Purchaser:

         (1) Seller's  business shall be conducted  only in the ordinary  course
and consistent with past practices  except that Seller shall take such action as
may be necessary to preserve the Assets and to comply with all applicable  laws,
ordinances,  regulations, and orders of all governmental agencies and regulatory
authorities;

         (2) Seller shall not dispose of, encumber,  assign,  or mortgage any of
the Assets;

         (3) Seller shall preserve intact its business  organization and use its
best effort to keep  available  the  services of its  present  officers  and key
employees  and to preserve the goodwill of those having  business  relationships
with it;

         (4) The Seller shall  perform all of its  obligations  under  contracts
relating to the Assets;

         (5) As of the Closing Date, there will be no material adverse change to
the Assets or the business of Seller from the status and  condition as it exists
as of the date of this  Agreement,  and  Seller  shall use its best  efforts  to
preserve the same;

         (6) Seller shall pay sales, use, and transfer taxes, if any, payable to
the State of Missouri, any county, or municipality located therein, or any other
federal, state, or local governmental entity in connection with the transactions
contemplated by this Agreement or the other  agreements or instruments  referred
to in this Agreement;

         (7) Seller agrees to indemnify  Purchaser  against any claims resulting
from Seller's or Purchaser's failure to comply with any bulk sales laws that may
be applicable to the transactions contemplated by this Agreement;

         (8) Seller  agrees to comply with any and all state and  federal  rules
and regulations,  including those of the Securities and Exchange Commission, and
notice  requirements  in  connection  therewith  that may be  applicable  to the
transactions  contemplated  by  this  Agreement.   Seller  agrees  to  indemnify
Purchaser from and against any and all costs, claims, and liabilities  resulting
from any such failure of Seller to comply with any such rules or regulations;

         (9) All  mail  addressed  to  Seller  relating  to the  Assets  that is
delivered  to Seller  after the  Closing  Date shall be  delivered  by Seller to
Purchaser upon receipt by Seller;

         (10) From time to time  after  the  Closing  Date,  at the  request  of
Purchaser and without  further  consideration,  Seller shall execute and deliver
such other  instruments of conveyance and transfer and take such other action as
Purchaser  may  specify  so as to  convey  to,  transfer  to,  vest in,  and put
Purchaser in possession of the Assets;

         (11) Seller is a corporation duly formed and validly existing under the
laws of the State of Illinois  and has the power and  authority  to carry on its
business  as now  conducted,  to own and operate  the  Assets,  to execute  this
Agreement and the other agreements and instruments referred to in this Agreement
that  it is  executing  and  delivering,  and  to  carry  out  the  transactions
contemplated hereby and thereby;

         (12) The  execution  and delivery by Seller of this  Agreement  and the
other  agreements and  instruments  referred to in this Agreement have been duly
authorized by the directors of Seller and constitute legal, valid,  binding, and
enforceable agreements and instruments of Seller;

         (13)  Except  for  loan #  3301059749  dated  May 1,  1998  and  loan #
3301059750  dated  May  1,  1998  both  from  the  Bank  of   Edwardsville,   in
Edwardsville, Illinois, neither the execution, delivery, nor performance of this
Agreement or any other  agreement or instrument  executed and delivered by or on
behalf  of  Seller  in  connection   herewith,   nor  the  consummation  of  the
transactions herein or therein  contemplated,  nor compliance with the terms and
provisions hereof or thereof,  contravenes Seller's Articles of Incorporation or
By-Laws,  or any provision of law, statute,  rule,  regulation,  or order of any
court or  governmental  authority to which Seller is subject,  or any  judgment,
decree,  franchise,  order, or permit  applicable to Seller,  or conflicts or is
inconsistent  with or will result in any breach of or constitute a default under
any contract, commitment, agreement, understanding,  arrangement, or instrument,
or result in the creation of or  imposition  of (or the  obligation to create or
impose) any lien, encumbrance,  or liability on any of the property or assets of
Seller, or will increase any such lien, encumbrance, or liability;

         (14)  There are no  actions,  suits,  or  proceedings  pending,  or, to
Seller's knowledge,  threatened or anticipated, before any court or governmental
or administrative body or agency affecting Seller or the Assets;

         (15) No order, permission,  consent, approval, license,  authorization,
registration, or validation of, or filing with, or exemption by any governmental
agency,  commission,  board, or public authority is required to authorize, or is
required in connection  with,  the  execution,  delivery,  or performance by the
Seller of this Agreement or any other  agreement or instrument to be executed or
delivered by Seller hereunder;

         (16)  Seller has and shall  transfer  to  Purchaser  good,  valid,  and
marketable title to all of the Assets,  and except for those Assets which may be
pledged  as  security  for  loan #  3301059749  dated  May 1,  1998  and  loan #
3301059750  dated  May  1,  1998  both  from  the  Bank  of   Edwardsville,   in
Edwardsville,  Illinois,  none of the  Assets is  subject  to any lien,  pledge,
encumbrance,  or charge of any kind,  including,  but not limited to, claims for
unpaid taxes; and,

         (17) Seller agrees to pay and discharge  when due all  liabilities  and
obligations  of Seller  relating to the Assets,  including  until  closing,  the
Assumed Liabilities.

         (18) That to Seller's knowledge there are no liabilities of Seller that
are not listed on Schedule II.


             ARTICLE IX. PURCHASER'S REPRESENTATIONS AND WARRANTIES

         Purchaser  agrees,  represents  and warrants that from the date of this
Agreement,  except as permitted by this  Agreement or otherwise  consented to in
writing by Seller:

         (1) The execution  and delivery by Purchaser of this  Agreement and the
other agreements and instruments referred to in this Agreement constitute legal,
valid, binding, and enforceable agreements and instruments of Purchaser;

         (2) Purchaser agrees to provide  testimony and cooperate with Seller in
any claim or proceeding between Seller and Dwight,  Arant, Flex Financial or St.
Michael's  Trading,   all  without  any  payment  or  compensation   except  for
reimbursement for reasonable travel, food, and lodging expenses; and,

         (3) That to Purchaser's  knowledge,  there are no liabilities of Seller
that are not listed on Schedule II. Purchaser  acknowledges  that he has been an
employee and officer of Seller's  business and that  Purchaser is not relying on
any representation or warranty of Seller except as provided in this Agreement.

                           ARTICLE X. INDEMNIFICATION

         A.  Seller  indemnifies  and agrees to hold  Purchaser  harmless  from,
against, and in respect to the following:

         (1) one-half (1/2) of any and all debts, liabilities, or obligations of
Seller,  direct or  indirect,  fixed,  contingent,  or  otherwise,  arising from
activities  of Seller  between  April 1, 1997 and the  Closing  Date,  excepting
therefrom any Assumed Liabilities;

         (2) any and all loss,  liability,  deficiency,  or damage  suffered  or
incurred  by  Purchaser  as a result of any  default by Seller  existing  on the
Closing  Date or any event of default  occurring  prior to the Closing Date that
with the passage of time would constitute a default, under any contract or other
agreement assumed by Purchaser under this Agreement;

         (3) any and all loss,  liability,  deficiency,  or damage  suffered  or
incurred  by  Purchaser  by  reason  of any  untrue  representation,  breach  of
warranty,  or nonfulfillment of any covenant or agreement by Seller contained in
this  Agreement or in any  certificate,  document,  or  instrument  delivered to
Purchaser hereunder or in connection herewith;

         (4) any claim for a finder's fee or brokerage  or other  commission  by
any person or entity for services  alleged to have been rendered at the instance
of Seller with respect to this Agreement or any of the transactions contemplated
hereby; and

         (5)  any  and  all  actions,  suits,   proceedings,   claims,  demands,
assessments,  judgments,  costs, and expenses,  including,  without  limitation,
legal  fees and  expenses,  incident  to any of the  foregoing  or  incurred  in
enforcing this indemnity.

         B.  Purchaser  indemnifies  and agrees to hold  Seller  harmless  from,
against, and in respect to the following:

         (1) any and all debts, liabilities, or obligations of Purchaser, direct
or indirect,  fixed,  contingent,  or otherwise  accruing after the Closing Date
related to the Assets or the Assumed Liabilities;

         (2) all  liabilities of Seller arising from  activities of Seller prior
to April 1, 1997;

         (3) one-half (1/2) of all debts, liabilities, or obligations of Seller,
direct or indirect,  fixed, contingent,  or otherwise arising from activities of
Seller  between  April 1, 1997 and the Closing  Date,  excepting  therefrom  the
Assumed Liabilities.

         (4) any and all loss,  liability,  deficiency,  or damage  suffered  or
incurred by Seller resulting from any untrue representation, breach of warranty,
or  nonfulfillment  of any covenant or agreement by Purchaser  contained in this
Agreement or in any  certificate,  document,  or instrument  delivered to Seller
pursuant hereto or in connection herewith;

         (5) any and all loss,  liability,  deficiency,  or damage  suffered  or
incurred by Seller as a result of  Purchaser's  failure to discharge the Assumed
Liabilities;

         (6) any claim for a finder's fee or brokerage  or other  commission  by
any person or entity, for services alleged to have been rendered at the instance
of  Purchaser  with  respect  to  this  Agreement  or any  of  the  transactions
contemplated hereby; and

         (7)  any  and  all  actions,  suits,   proceedings,   claims,  demands,
assessments,  judgments,  costs, and expenses,  including,  without  limitation,
legal  fees and  expenses,  incident  to any of the  foregoing  or  incurred  in
enforcing this indemnity.

         C.  Indemnification of Third-Party Claims

         (1) In order  for  Purchaser  or  Seller,  as the  case  may be,  to be
entitled to any indemnification  provided for under this Article, in respect of,
arising  out of, or  involving a claim made by any  person,  firm,  governmental
authority,  or  corporation  other  than  the  Purchaser  or  Seller,  or  their
respective  successors,  assigns, or affiliates,  against the indemnified party,
the  indemnified  party must  notify the  indemnifying  party in writing of this
third-party  claim  within 5 days  after  receipt  by the  indemnified  party of
written notice of the third-party claim.

         (2) If a  third-party  claim as set forth in paragraph  (C)(1) above is
made against an indemnified  party, the  indemnifying  party will be entitled to
participate in the defense thereof and, if it so chooses,  to assume the defense
thereof with counsel selected by the indemnifying party. Should the indemnifying
party elect to assume the defense of such a third-party  claim, the indemnifying
party  will not be  liable  to the  indemnified  party  for any  legal  expenses
subsequently  incurred by the  indemnified  party in connection with the defense
thereof.  If the  indemnifying  party  elects to assume  the  defense  of such a
third-party   claim,  the  indemnified  party  will  cooperate  fully  with  the
indemnifying party in connection with such defense.

         (3) If the  indemnifying  party  assumes the  defense of a  third-party
claim,  then in no event will the  indemnified  party admit any  liability  with
respect to, or settle,  compromise,  or discharge, any third-party claim without
the indemnifying  party's prior written consent,  and the indemnified party will
agree to any settlement,  compromise,  or discharge of a third-party  claim that
the  indemnifying  party may  recommend  that  releases  the  indemnified  party
completely in connection with the third-party claim.

         (4) In the event the indemnifying party shall assume the defense of any
third-party  claim,  the indemnified  party shall be entitled to participate in,
but not control,  the defense  with its own counsel at its own  expense.  If the
indemnifying  party does not assume the defense of any such  third-party  claim,
the  indemnified  party  may  defend  the  claim  in a  manner  as it  may  deem
appropriate,  including,  but not limited to,  settling the claim or  litigation
after  giving  notice  of it to the  indemnifying  party  on such  terms  as the
indemnified  party  may  deem  appropriate,  and  the  indemnifying  party  will
reimburse the  indemnified  party promptly in accordance  with the provisions of
this Article.

         (5)   Anything   contained   in   this   Agreement   to  the   contrary
notwithstanding,  Seller  shall not be  entitled  to assume the  defense of, but
shall be  entitled to notice of and to  participate  in, any  third-party  claim
against Purchaser if the third-party claim seeks an order, injunction,  or other
equitable  relief against  Purchaser  that, if successful,  might interfere with
Purchaser's ownership or use of the Assets.

         (6)  Notwithstanding  any provision of this  Agreement to the contrary,
Seller  shall  have no  liability  to  Purchaser  and  Purchaser  shall  have no
liability  to Seller  under  this  Article  unless the  aggregate  of all claims
against  such  party  exceeds  $1,000  and then  only to the  extent  that  such
liability exceeds $1,000.
                             ARTICLE XI. TERMINATION

         Anything  contained in this Agreement to the contrary  notwithstanding,
this Agreement may be terminated:

         (1) by mutual written consent of the Seller and the Purchaser;

         (2) by the Seller, by written notice to the Purchaser, if any condition
         set forth in Article VI hereof has not been met at Closing  and has not
         been knowingly and lawfully waived in writing;

         (3) by the Purchaser, by written notice to the Seller, if any condition
         in  Article  V  hereof  has not been  met at  closing  and has not been
         knowingly and lawfully waived in writing;

         (4) by either the  Purchaser  or the Seller (by  written  notice to the
         other) if the Closing shall not have  occurred on or before  January 1,
         2000.


                           ARTICLE XII. MISCELLANEOUS

         (1) Except as specifically  set forth otherwise in this Agreement,  all
fees and expenses  incurred by Seller in connection  with this Agreement will be
borne by Seller and all fees and expenses  incurred by  Purchaser in  connection
with this Agreement will be borne by Purchaser.

         (2)  Schedule  XII(2)  contains  a list  of  Seller's  employees  which
Purchaser intends to offer to hire after the Closing of this transaction.

         (3) This  Agreement will be binding on, inure to the benefit of, and be
enforceable by and against the respective  successors and assigns of the parties
hereto.

         (4) This  Agreement and the  agreements,  instruments,  schedules,  and
other writings referred to in this Agreement contain the entire understanding of
the parties with respect to the subject matter of this  Agreement.  There are no
restrictions,  agreements, promises, representations,  warranties, covenants, or
undertakings  other than  those  expressly  set forth  herein or  therein.  This
Agreement supersedes all prior agreements and understandings between the parties
with  respect to its subject  matter.  This  Agreement  may be amended only by a
written  instrument  duly executed by all of the parties or their  successors or
assigns.

         (5) No waiver of any breach or default  hereunder  shall be  considered
valid unless in writing and signed by the party giving such waiver,  and no such
waiver shall be deemed a waiver of any subsequent  breach or default of the same
or a similar nature.

         (6) The section and  paragraph  headings  contained  herein are for the
convenience  of the  parties  only and are not  intended  to define or limit the
contents of their sections and paragraphs.

         (7) This Agreement and all amendments  thereof shall be governed by and
construed in accordance with the laws of the State of Illinois without regard to
its conflict of laws provisions.

         (8) All notices,  claims,  certificates,  requests,  demands, and other
communications  under this  Agreement  will be in writing  and  notices  will be
deemed to have been duly given if delivered or mailed,  registered  or certified
mail, postage prepaid, return receipt requested, or for overnight delivery, by a
nationally recognized overnight mail service, as follows:

         If to Purchaser, to:               Scott A. Beil
                                            700 North Second Street
                                            Third Floor
                                            St. Louis, MO 63102-2519

         With a copy to:                    John McCracken, Attorney
                                            Coffey & Gilbert, P.C.
                                            P.O. Box 247
                                            125 N. Buchanan
                                            Edwardsville, IL 62025


         If to Seller, to:                  Raj Arora
                                            85 Scarsdale Road, Suite 202
                                            North York, Ontario, M3B 2R2


         With a copy to:                    Joseph S. von Kaenel, Attorney
                                            Armstrong Teasdale, L.L.P.
                                            One Metropolitan Square, Suite 2600
                                            St. Louis, Missouri 63102-2740

or to such other  address as the party to whom notice is to be given  previously
may have furnished to the other party in writing in the manner set forth in this
section.

         (9) Each party to this Agreement will be responsible for paying its own
attorney,  accounting,  and other costs and expenses incurred in connection with
this Agreement.

         (10) This Agreement may be executed in one or more  counterparts,  each
of which shall be deemed to be an original  copy of this  Agreement,  and all of
which,  when taken together,  shall be deemed to constitute but one and the same
agreement.

         (11) If any term,  condition,  or provision of this Agreement  shall be
declared invalid or  unenforceable,  the remainder of the Agreement,  other than
such term,  condition,  or  provision,  shall not be affected  thereby and shall
remain in full  force and  effect  and  shall be valid  and  enforceable  to the
fullest extent permitted by law.

         (12) This  Agreement has been  reviewed by both Seller's  legal counsel
and Purchaser's  legal counsel and shall be construed as if it had been prepared
and drafted jointly by the parties.

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

SELLER                                               PURCHASER

ONE PLUS MARKETING, INC.                             /s/ SCOTT A. BEIL

By: /s/ Rajan Arora

Title: President


<PAGE>


                                 SCHEDULE I (1)

Item                                                          Quantity

Computers                                                     22
Computer Monitors                                             18
Desks                                                          9
Fold-out Tables                                               15
Chairs (5 spoke)                                              23
Chairs (sidearm)                                               7
Computer Rack Enclosures                                       3
RAID Enclosure                                                 1
NMS AG-T1 boards                                              10
Western Digital 9G SCSI HD                                     4
Mylex RAID Controller                                          2
100 Base T 12 Port Hub                                         2
10/100 Base T 12 Port Hub                                      1
10 Base T 24 Port Hub                                          1
Excel LNX Switch                                               1
25 A DC Power Supply                                           2
POP Chiller                                                    1
Industrial UPS System                                          1
HP Laser Jet 5Si                                               1
LarsCom T3                                                     1
Refrigerator                                                   1
Bunn Coffee Maker                                              1
Microwave                                                      1
Mustek Flatbed Scanner                                         1
Persona Plus Card Printer                                      1
Sharp SF-2118 copier                                           1
Cubicles                                                      16
Onyx Telephone System                                          1
Xerox color printer                                            1




<PAGE>


                                 SCHEDULE I (3)

Leases:

1. GE Capital Lease 316715001 (formerly Colonial Pacific, Lease 130619001);

2. GE Capital Lease 316715002 (formerly Colonial Pacific, Lease 130933001); and,

3. Lease dated June 27, 1995 with Arch Assets I, LLC for the office  facility
   located at 700 North  Second  Street, Suite 300, St. Louis, Missouri;



<PAGE>


                                 SCHEDULE I (4)


Telephone Numbers:

1. All of Seller's telephone numbers listed with MCI/Worldcom

2. All of Seller's telephone numbers listed with Cable and Wireless



<PAGE>



                                   SCHEDULE II

Liabilities Assumed by Purchaser as listed below:

1. Seller's accounts payable and liabilities  incurred in the ordinary course of
business prior to the Closing Date or attributable to Seller's  activities prior
to the Closing Date, including without limitation:

         a)       trade accounts payable;
         b)       accrued  employee wages,  sick pay,  vacation pay,  severance
                  pay, bonus,  and federal,  state, and city employment taxes of
                  all employees of Seller working at OPM's St. Louis Office;
         c)       deferred revenue;
         d)       accrued liabilities for the following accounts:
                  i)       Worldcom;
                  ii)      Cable & Wireless;
                  iii)     St. Louis Presort; and,
                  iv)      Commissions;
         e)       accounts  payable  listed  on the  attached  accounts  payable
                  report for One Plus  Marketing,  Inc.  dated as of the Closing
                  Date; and,
         f)       Currently  due and payable  state and city  personal  property
                  taxes  for  the  Assets  acquired,   but  not  any  associated
                  interest, late fees, or penalties prior to closing.

2. Notwithstanding anything to the contrary in this Schedule,  Seller's accounts
payable  and  liabilities  incurred  in the  ordinary  course of business do not
include:

a)       any and all accounts payable or liabilities incurred without the prior
         knowledge of Purchaser;
b)       intercompany  charges between Seller and its parent corporation (Hitcom
         Corporation, or between Seller and any company affiliated with Seller;
         nor,
c)       any federal,  state,  county or city taxes (except for tax liabilities
         assumed by Purchaser in Schedule II paragraphs 1 b), and 1 f) above.




<PAGE>



                                 SCHEDULE XII(2)

Employees  the  Purchaser  intends  to offer to hire  after the  Closing of this
Transaction:

         None.