ASSETS PURCHASE AGREEMENT

                                 BY AND BETWEEN

                               HITCOM CORPORATION

                                       AND

                                  SCOTT A. BEIL




<PAGE>


                            ASSETS PURCHASE AGREEMENT

         This ASSETS PURCHASE AGREEMENT  ("Agreement")  dated as of December 17,
1999, by and between HitCom Corporation,  a Delaware 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
leased by Seller  located at 700 North Second  Street,  Third Floor,  St. Louis,
Missouri ("Hitcom's St. Louis Office"), including but not limited to those items
identified  on Schedule  I(1).  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 Hitcom'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); and

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


                    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").  Except for the  Assumed
Liabilities  expressly  stated in Schedule  II,  Purchaser  shall not assume any
liabilities of Seller.



<PAGE>


                              ARTICLE III. CLOSING

         The  closing  of  the  transactions   contemplated  by  this  Agreement
("Closing")  shall commence at _____ _.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 have obtained  financing to pay the obligations of
and to release  Seller from the Assumed  Liabilities,  upon terms  acceptable to
Purchaser,  in  Purchaser's  sole  discretion,  from the  Bank of  Edwardsville,
Edwardsville, Illinois ("Purchaser's Lender").

         (4)  Purchaser  shall  close on the Assets  Purchase  Agreement  By and
Between One Plus  Marketing,  Inc.  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  and  Purchaser's
Lender, 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  certified  statement  of the Seller to the effect that Seller is
authorized by its directors to enter into the transactions  contemplated by this
Agreement;

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

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

         (7)  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) a release of Seller for  liability  under two loans from the Bank
of  Edwardsville  listed on Schedule II;

         (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) Seller will be  responsible  for and pay all  federal,  state,  and
local taxes, including,  but not limited to, all income,  earnings, and property
taxes,  relating to Seller and  attributable  to Seller's period of ownership of
the  Assets.   Purchaser  will  be  responsible  for  and  pay  all  such  taxes
attributable  Purchaser's period of ownership of the Assets for any period after
the Closing Date.

         (3) 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.

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

         (5) 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.

         (6) 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,  and any
other federal,  state,  or local  governmental  entities 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) Seller shall be solely  responsible,  and  Purchaser  shall have no
obligations whatsoever, except as specifically set forth on Schedule II, for any
compensation or other amounts payable to any employee of Seller,  including, but
not limited to, bonus, salary, employee benefit plans, accrued vacation, fringe,
pension or profit sharing benefits,  or severance pay payable to any employee of
Seller for any period;

         (10) 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;

         (11) 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;

         (12) Seller is a corporation duly formed and validly existing under the
laws of the State of Delaware  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;

         (13) 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;

         (14)  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;

         (15)  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;

         (16) 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;

         (17)  There  are no tax liens to which the  Seller  or the  Assets  are
subject;  there are no obligations relating to, or claims asserted for, taxes or
assessments  against  the  Seller or Assets.  The Assets are not  subject to any
obligation or liability for any taxes whatsoever;

         (18)  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,

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

         (20) Seller agrees to guarantee the  performance of One Plus Marketing,
Inc., an Illinois  corporation,  under that Assets Purchase Agreement with Scott
A. Beil dated December 17, 1999.


             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; and

         (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.



<PAGE>


                           ARTICLE X. INDEMNIFICATION

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

         (1) any and all debts, liabilities, or obligations of Seller, direct or
indirect,  fixed, contingent,  or otherwise existing before or after the Closing
Date,  including,  but not limited to, any  liabilities  arising out of any act,
transaction,  circumstance, state of facts, or violation of law that occurred or
existed before the Closing Date,  whether or not then known, due, or payable and
irrespective of whether the existence  thereof is disclosed to Purchaser in this
Agreement or any schedule hereto, except with regard to the 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 Assumed Liabilities;

         (2) 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;

         (3) 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;

         (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  Purchaser  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.

         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  December 1,
         1999.


                           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

HITCOM CORPORATION                                   /S/ SCOTT A. BEIL

By: /S/ Rajan Arora

Title:  President & CEO


<PAGE>


                                 SCHEDULE I (1)

Item                                                          Quantity
----------------------------------------------------------------------
Computers                                                     7
Computer Monitors                                             7
Intertal PBX with 12 phones                                   1
Conference Table (small) with 6 chairs                        1
Conference Table (large) with 8 chairs                        1
RCA Television                                                1
LaserJet 5 Printer                                            2
LaserJet 4 Printer                                            1
LaserJet IIP Printer                                          1
Desks                                                         2
Hutch                                                         1
NewWorth Series 4000 Network Hub                              1


<PAGE>


                                 SCHEDULE I (3)

Leases:

1.  Equipment  Lease dated July 15,  1998 with  Copying  Concepts  for a Minolta
EP-4000 copier with reversing  automatic  document  feeder,  2,700 sheet cabinet
with duplexing, and twenty bin stapling/3 hole punch sorter; and,

2. IOS - Cannon Fax lease # 611432.



<PAGE>


                                 SCHEDULE I (4)


Telephone Numbers:

1. All of Seller's telephone numbers listed with MCI/Worldcom for Hitcom's
   St. Louis Office

2. All of Seller's telephone numbers listed with Cable and Wireless for Hitcom's
   St. Louis Office.



<PAGE>


                                   SCHEDULE II

Liabilities Assumed by Purchaser:

1.  Loan #   3301059749 dated May 1, 1998 from Bank of Edwardsville in an
    amount not exceeding $$263936.44;

2.  Loan # 3301059750 dated May 1, 1998 from Bank of Edwardsville in an
    amount not exceeding $45,000.00;

3.  Account payable to Gallop Johnson in an amount not to exceed $4,200.00;

4.  Account  payable to  Business  Alliance  Software in an amount not to exceed
    $4,300.00;

5.  City of St. Louis Personal Property Tax for 1998 in an amount not to exceed
    $1,927.00;

6.  City of St. Louis Personal Property Tax for 1999 in an amount not to exceed
    $2,464.65; and,

7. Accrued employee wages,  sick pay and vacation pay,  severance pay, bonus and
   federal,  state and city employment  taxes of all employees  working at
   Hitcom's St. Louis Office.



<PAGE>


                                 SCHEDULE XII(2)

Employees to be hired by Purchaser:

         None.