Exhibit 10.1
            

                          SECURITIES PURCHASE AGREEMENT

         This  Securities  Purchase  Agreement (the  "Agreement")  is made as of
April  9,  1999  between  World  Callnet,  Inc.,  a  Delaware  corporation  (the
"Company"),  and the  parties  listed on Exhibit A hereto,  as it may be amended
from time to time,  each of whom has executed this Agreement (each a "Purchaser"
and collectively the "Purchasers").

         WHEREAS,  the Company desires to sell to the Purchasers $500,000 of its
10% Unsecured  Notes (the "Notes") and warrants (the  "Warrants") to purchase up
to 1,000,000  shares of the Company's  common  stock,  par value $.001 per share
(the "Common Stock"), and

         WHEREAS,  the  Purchasers  have  agreed to  purchase  the Notes and the
Warrants.

         NOW,  THEREFORE,  in  consideration  of the premises and the  covenants
herein contained, the parties hereto agree as follows:

         1.  Authorization.  The  Company  has  authorized  the  issuance to the
Purchasers  of the Notes  under the terms and  conditions  set forth  herein and
substantially  in the manner set forth as Exhibit B hereto and the  Warrants  on
the terms and conditions set forth in Section 7 hereof.

         2. Purchase and Sale of Notes. On the Closing Dates (as defined below),
the Company will sell to the Purchasers and, subject to the terms and conditions
herein set forth,  such Purchasers will purchase from the Company,  an aggregate
of $500,000  principal amount of the Notes and the Warrants for a purchase price
equal to 100% of the  principal  amount of the Notes  purchased  (the  "Purchase
Price") on such Closing  Date.  The Company will make  delivery of the Notes and
the Warrants by delivering to each such Purchaser a Note in the principal amount
being  purchased by such Purchaser and a certificate  representing  the Warrants
being purchased by such Purchaser,  against payment in each case of the Purchase
Price by valid  check.  Exhibit A shall be amended from time to time until Notes
evidencing the entire amount authorized by the Company have been sold.

         3. Closing. The closings of the transactions  contemplated hereby (each
a  "Closing")  shall take place on one or more dates (each a "Closing  Date" and
collectively  the "Closing  Dates") at the offices of Eagle  Equity,  Inc.,  Two
Lincoln Centre, Suite 1280, 5420 LBJ Freeway, LB 56, Dallas, Texas 75240 at such
dates  and  times  as shall  be  determined  by the  Company  and as  reasonably
acceptable to Purchasers.

         4.  Representations and Warranties of the Company.  The Company and its
existing subsidiaries,  jointly and severally,  hereby separately represents and
warrants to each Purchaser as follows:

                  4.1 Organization;  Standing and Power. Each of the Company and
         its existing subsidiaries (a) is a corporation duly organized, existing
         and in good standing under the laws of its respective  jurisdiction (b)
         has all requisite  corporate  power and authority to own its properties
         and  to  carry  on its  businesses  as now  conducted  and as  proposed
         hereafter to be  conducted,  (c) is duly  qualified to do business as a
         foreign corporation in each and



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         every  jurisdiction  where such qualification is necessary except where
         the failure to so qualify would not have a material  adverse  effect on
         the financial condition,  business,  operations, assets or prospects of
         the Company or any of such  subsidiaries (a "Material Adverse Effect"),
         and (d) has all requisite  corporate power and authority to execute and
         deliver,  and perform all of their  respective  obligations  under this
         Agreement, the Notes, and the Warrants, (collectively and together with
         the Registration Rights Agreement in the form annexed hereto as Exhibit
         C, the "Transaction Documents").

                  4.2 Capitalization.  The capitalization  of the Company is set
         forth in Schedule 4.2.

                  4.3 Authorization.  The execution, delivery and performance by
         the Company of its obligations under the Transaction Documents has been
         duly authorized by all requisite  corporate action and will not, either
         prior  to or as,  a  result  of the  consummation  of the  transactions
         contemplated by this  Agreement:  (a) violate any law, any order of any
         court or other agency of government,  any provision of the  Certificate
         of  Incorporation  or Bylaws of the Company or any  subsidiary,  or any
         contract, indenture, agreement or other instrument to which the Company
         or any  subsidiary  is a party,  or by which  the  Company  or any such
         subsidiary or any of their  respective  assets or properties are bound,
         or (b) be in conflict with, result in a breach of, or constitute (after
         the  giving of notice  of lapse of time or both) a  default  under,  or
         result  in the  creation  or  imposition  of  any  lien  of any  nature
         whatsoever  upon any of the  property  or assets of any  Company or any
         such subsidiary pursuant to any such contract, indenture,  agreement or
         other  instrument.  Neither the Company nor any of its  subsidiaries is
         required to obtain any government  approval,  consent or  authorization
         from, or to file any declaration or statement  with, any  governmental,
         instrumentality  or agency in connection  with or as a condition to the
         execution,  delivery or performance of any of the Transaction Documents
         other than the filing of Form D and any applicable state securities law
         filings.

                  4.4  Non-contravention.  Neither  the  Company  nor any of its
         subsidiaries,  to the Company's knowledge, is in violation or breach of
         or in default with respect to, complying with any material provision of
         any contract,  agreement,  instrument,  lease, license,  arrangement or
         understanding  to which the Company or such subsidiary is a party,  and
         each such contract, agreement,  instrument, lease, license, arrangement
         and  understanding is in full force and effect and is the legal,  valid
         and binding obligation of the Company or such subsidiary enforceable as
         to the Company or such  subsidiary,  as the case may be, in  accordance
         with its terms (subject to applicable bankruptcy,  insolvency and other
         laws affecting the enforceability of creditors' rights generally and to
         general equitable  principals).  The Company and its subsidiaries enjoy
         peaceful and  undisturbed  possession  under all real  property  leases
         under which they are operating,

                  4.5 Litigation.  Except as set forth in Schedule 4.5, there is
         no action,  suit or  proceeding at law or in equity or by or before any
         governmental  instrumentality  or other  agency now  pending or, to the
         knowledge of the Company, threatened in writing against


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         the Company, any of its subsidiaries or any of their respective assets,
         which, if adversely determined, would have a Material Adverse Effect.

                  4.6      Financial Statements.

                           (a) The financial statements of the Company set forth
         in the  Company's  reports  filed  with  the  Securities  and  Exchange
         Commission (the  "Commission")  (the "Financial  Statements") have been
         prepared in accordance with United States generally accepted accounting
         principle  ("GAAP")  on a  consistent  basis for all periods and fairly
         present in all material respects the consolidated  financial  condition
         of the Company and its consolidated  subsidiaries as at said dates, and
         the results of operations for the periods stated.  The books of account
         and other financial records of the Company and each of its subsidiaries
         have been maintained in accordance with GAAP, consistently applied.

                           (b) Neither the  Company nor any  Subsidiary  has any
         liabilities,   obligations   or  commitments  of  any  kind  or  nature
         whatsoever,   whether  absolute,   accrued,   contingent  or  otherwise
         (collectively  "Liabilities and Contingencies") except: (i) Liabilities
         and  Contingencies  disclosed in the Financial  Statements or footnotes
         thereto,  (ii) Liabilities and  Contingencies  incurred in the ordinary
         course of business and consistent  with past practice since the date of
         the most recent Financial  Statements,  or (iii) those  Liabilities and
         Contingencies which are not required to be disclosed under GAAP.

                           (c) Except as set forth in  Schedule  4.5,  since the
         date of the  most  recent  Financial  Statements,  there  have  been no
         changes which would have a Material Adverse Effect.

                  4.7 Securities  Law  Exemption.  Assuming the accuracy of each
         Purchaser's  representations  and warranties set forth herein, the sale
         of the Notes and Warrants  pursuant to this  Agreement has been made in
         accordance  with  the  provisions  and  requirements  of  Regulation  D
         ("Regulation  D") under the  Securities  Act of 1933,  as amended  (the
         "Securities Act"), and any applicable state law.

                  4.8 Use of  Proceeds.  The net  proceeds  from the sale of the
         Notes shall be used for working capital and general corporate  purposes
         of the Company and its existing subsidiaries.

                  4.9 Solvency.  Neither the Company nor any of its subsidiaries
         is  contemplating  either the  filing of a petition  under any state or
         federal bankruptcy or insolvency law, or the liquidation or sale of the
         Company or any of its subsidiaries or any substantial  portion of their
         respective assets or property;  and the Company has no knowledge of any
         person  contemplating  the  filing  of any such  petition  against  the
         Company or any of its subsidiaries.

                  4.10 Tax Returns.  Except as otherwise  set forth in footnotes
         to the consolidated balance  sheet of the Company,  which  the  Company
         shall furnish to the Purchasers at their


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         request,  and except for any returns currently on extension pursuant to
         properly and timely filed extensions,  the Company and its subsidiaries
         have each filed all federal, state and local tax returns required to be
         filed by any of them  and  have  paid or made  adequate  provision  (as
         reflected in the Financial  Statements) for the payment of all federal,
         state and local  taxes,  charges and  assessments  as set forth on such
         returns.

                  4.11 ERISA.  Neither  the Company nor any of its  subsidiaries
         maintains  or has any  obligation  to  make  any  contributions  to any
         pension,  profit  sharing or other similar plan  providing for deferred
         compensation to any employee.

                  4.12  Compliance  with Laws. The Company and its  subsidiaries
         are in  compliance  in all  material  respects  with  all  occupational
         safety,    health,   wage   and   hour,   employment    discrimination,
         environmental,  flammability, labeling, usury and other applicable laws
         which are material to their respective  businesses,  and the Company is
         not aware of any  state of facts,  events,  conditions  or  occurrences
         which may now or hereafter  constitute  or result in a violation of any
         of such applicable laws, or which may give rise to the assertion of any
         such  violation,  the effect of which  could  have a  Material  Adverse
         Effect.

                  4.13  Licenses and Permits.  The Company and its  subsidiaries
         have all federal,  state and local licenses and permits  required to be
         maintained  in  connection  with  and  material  to  their   respective
         operations,  and all such  licenses  and  permits are valid and in full
         force and effect.

                  4.14  Environmental   Laws.  To  the  best  of  the  Company's
         knowledge,  the land and improvements owned or leased by the Company or
         any of its subsidiaries for use in their respective business operations
         are free of dangerous levels of contaminates,  oils,  asbestos,  radon,
         PCB's,  hazardous  substances or waste as defined by federal,  state or
         local environmental laws, regulations or administrative orders or other
         materials, the removal of which is required or the maintenance of which
         is  prohibited,  regulated or penalized by any federal,  state or local
         governmental authority.

         5.  Representations  and Warranties of the Purchasers.  Each Purchaser,
for himself and not for any other Purchaser,  hereby  represents and warrants to
the Company with respect to this  Agreement and to the issuance of the Notes and
Warrants as follows:

                  5.1  Authorization of Agreement.  The execution,  delivery and
         performance of this Agreement has been duly authorized by all necessary
         action  on the  part of such  person,  does  not  violate  any  laws or
         regulations  applicable  to such  person and is the valid  binding  and
         enforceable obligation of such person in accordance with its terms.

                  5.2  Experience;   Accredited   Investor.   The  Purchaser  is
         experienced  in evaluating  and investing in the type of companies such
         as the Company, The Purchaser is an "accredited  investor" as that term
         is  defined  in Rule  501(a)  of the  Securities  Act,  and  the  rules
         promulgated thereunder.


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                  5.3  Investment.  The  Purchaser is acquiring  the Notes,  the
         Warrants and the shares of Common Stock  issuable  upon exercise of the
         Warrants for investment for such  Purchaser's  own account and not with
         the view  to,  or for  resale  in  connection  with,  any  distribution
         thereof. The Purchaser understands that none of the Notes, Warrants and
         shares of Common Stock issuable upon exercise of the Warrants have been
         registered  under the Securities Act by reason of a specific  exemption
         from the  registration  provisions of the  Securities Act which depends
         upon, among other things, the bona ride nature of the investment intent
         as expressed herein.

                  5.4 Nature of Securities.  The Purchaser  understands that the
         Notes are unsecured, unguaranteed obligations of Company.

                  5.5 Access to Data.  The Purchaser has had an  opportunity  to
         discuss the  Company's  business,  management  and  financial  affairs,
         including  the  business,  management  and  financial  affairs,  of its
         subsidiaries,  with the Company's  management  and the  opportunity  to
         review the Company's  facilities.  The Purchaser  understands that such
         discussions,  as well as any written  information issued or provided by
         the Company,  were  intended to describe  the aspects of the  Company's
         business and  prospects  which the Company  believes to be material but
         were not necessarily a thorough or exhaustive  description thereof. The
         Purchaser has received  from the Company all materials and  information
         it deems necessary for it to make its investment  decision with respect
         to the securities offered hereby.

         6.  Legends.  The Company will cause each Note to be endorsed  with the
following legends:

         THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE
         TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT
         OF 1933,  AS AMENDED  (THE  "ACT"),  SHALL HAVE BECOME  EFFECTIVE  WITH
         RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL
         REASONABLY  SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION
         UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER
         NOR IS IN VIOLATION  OF ANY  APPLICABLE  STATE  SECURITIES  LAWS.  THIS
         LEGEND  SHALL BE ENDORSED  UPON ANY NOTE  ISSUED IN  EXCHANGE  FOR THIS
         NOTE.

         7.       Warrants.

                  7.1      Terms of Warrants.

                           (a)      The Warrants shall have the following terms:



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                                    (i) for each $ 100,000  principal  amount of
                           Notes purchased, the Company shall issue a Warrant to
                           purchase  200,000  shares  of Common  Stock.  (In the
                           event  Purchaser  purchases a Note having a principal
                           amount  less than  $100,000  or a Note the  principal
                           amount of which is not a whole  multiple of $100,000,
                           the number of shares of Common  Stock  issuable  upon
                           exercise of a Warrant  shall be  adjusted  pro rata);
                           and

                                    (ii) The Warrants  issued to a Purchaser (or
                           affiliated parties) with respect to the first 350,000
                           shares of Common Stock  underlying the Warrants shall
                           have an  exercise  price of $4.00 per share of Common
                           Stock and shall have the other  terms as set forth in
                           a  warrant  agreement,  the form of which is  annexed
                           hereto as Exhibit C.

                                    (iii) The Warrants issued to a Purchaser (or
                           affiliated  parties)  with  respect to the  remaining
                           150,000 share of Common Stock underlying the Warrants
                           shall have an  exercise  price of $10.00 per share of
                           Common Stock and have the other terms as set forth in
                           a  warrant  agreement,  the form of which is  annexed
                           hereto as Exhibit D.

                           (b) The  Warrant  Agreements  shall be  issued to the
                  Purchasers at the Closing.

                  7.2 Registration Under the Securities Act. The Company and the
         Purchasers  shall  enter  into a  Registration  Rights  Agreement  with
         respect to the shares of Common  Stock  issuable  upon  exercise of the
         Warrants substantially in the form annexed hereto as Exhibit E.
                                                              ---------

         8.       Covenants.

                  8.1 Affirmative  Covenants of the Company. The Company and its
         subsidiaries hereby jointly and severally covenant and agree that, from
         the date hereof and until the Notes have been paid in full, they shall:

                           (a) Corporate and  Insurance.  Do or cause to be done
                  all things  necessary  to at all times (a) other than  mergers
                  solely  among  the  Company  and  any  of  its   subsidiaries,
                  preserve,  renew  and  keep in full  force  and  effect  their
                  corporate existence, rights, licenses, permits and franchises,
                  (b) comply with this Agreement,  (c) maintain and preserve all
                  of their  material  property  used or useful in the conduct of
                  their respective  businesses,  (d) keep, under the coverage of
                  an "umbrella policy or other, form of coverage,  its insurable
                  properties  adequately  insured at all times,  by  financially
                  sound and reputable insurers,  to such extent and against such
                  risks,  including  fire and other risks and  casualty  insured
                  against by extended  coverage,  and maintain,  as part of such
                  coverage,   liability   and  such  other   insurance,   as  is
                  customarily   maintained  by  companies   engaged  in  similar
                  businesses (including, without limitation,  products liability
                  insurance), and (e) comply with


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                  all applicable laws material to their  respective  businesses,
                  whether now in effect or  hereafter  enacted,  promulgated  or
                  issued.

                           (b) Payment of Taxes.  File,  pay and  discharge,  or
                  cause to be paid and  discharged,  all taxes,  Assessments and
                  governmental charges or levies imposed upon them or upon their
                  income  and  profits  or upon  any of  their  property  (real,
                  personal or mixed) or upon any part  thereof,  before the same
                  shall  become in  default,  as well as all  lawful  claims for
                  labor,  materials,  supplies and otherwise,  which,  if unpaid
                  when due,  might become a lien or charge upon such property or
                  any part  thereof;  provide , however,  that they shall not be
                  required  to  pay  and  discharge  or  cause  to be  paid  and
                  discharged  any such tax,  assessment,  charge,  levy or claim
                  (other than taxes and/or assessments relating to real property
                  or the use thereof) so long as, (a) the validity thereof shall
                  be contested in good faith by appropriate proceedings and they
                  shall have set aside on their  books  adequate  reserves  with
                  respect to any such tax, assessment,  charge, levy or claim so
                  contested,  and (b)  payment  with  respect  to any such  tax,
                  assessment,  charge, levy or claim shall be made before any of
                  their  property  shall  be  seized  or  sold  in  satisfaction
                  thereof.

                           (c) Notice of Proceedings. Give prompt written notice
                  to the Purchasers of any proceeding  instituted against any of
                  them in any federal or state court or before any commission or
                  other regulatory body, whether federal, state or local, which,
                  if adversely determined,  could have a material adverse effect
                  upon  their  business,   operations,   properties,  assets  or
                  condition, financial or otherwise when taken as a whole.

                           (d)      Periodic Reports. Furnish to the Purchasers:

                                    (i) Within  ninety (90)  calendar days after
                           the end of each  fiscal  year,  consolidated  balance
                           sheets,   statements   of   income,   statements   of
                           stockholders"  equity,  and statements of cash flows,
                           together  with  footnotes  and  supporting  schedules
                           thereto, all reported on without  qualification as to
                           scope  of  audit  by  independent   certified  public
                           accountants   of  their   choosing,   showing   their
                           financial  condition at the close of such fiscal year
                           and the  results of  operations  during  such  fiscal
                           year;

                                    (ii) Within  ninety (90) calendar days after
                           the   end   of   each   fiscal   quarter,   unaudited
                           consolidated  balance sheets and statements of income
                           certified  by the  Company's  Chairman,  President or
                           Chief Financial Officer, such balance sheets to be as
                           of  the  close  of  such  fiscal   quarter  and  such
                           statements  of income to be for the  period  from the
                           beginning of the then-current  fiscal year to the end
                           of such fiscal  quarter,  together  with  comparative
                           statements  of income  for the  corresponding  fiscal
                           period in the immediately  preceding  fiscal year, in
                           each  case  subject  to  normal  audit  and  year-end
                           adjustments;


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                                    (iii) Concurrently with the delivery of each
                           of  the  financial   statements   required  above,  a
                           certificate (the "Compliance Certificate"), signed by
                           the   Company's   Chairman  or   President  or  Chief
                           Financial  Officer,  certifying  that he has examined
                           the provisions of this Agreement and that no Event of
                           Default (as  defined  below) has  occurred  and/or is
                           continuing;

                                    (iv)  Promptly,  from time to time,  provide
                           such other  information  regarding their  operations,
                           assets, business, affairs and financial condition, as
                           those   Purchasers   holding  notes  which,   in  the
                           aggregate,  represent  more  than  50%  of  the  then
                           outstanding  principal  amount  of all  of the  Notes
                           issued  pursuant to this  Agreement  (the  "Requisite
                           Majority") shall reasonably request.

                           (e) Books and Records; Inspection. Maintain books and
                  records  respecting  all of  their  business  operations,  and
                  permit agents or representatives of the Purchasers to inspect,
                  at any time during  normal  business  hours,  Upon  reasonable
                  notice,  and  without  undue  material   disruption  of  their
                  business operations, all of such books and records.

                           (f) Notice of  Default or  Material  Adverse  Change.
                  Promptly advise the  Purchasers of: (a)  any Material  Adverse
                  Effect; and (b) of the existence or occurrence of any Event of
                  Default:

                           (g)   Accounting.   Maintain  a  standard  system  of
                  accounting in order to permit the  preparation of consolidated
                  financial statements in accordance with GAAP.

                           (h)  Environmental  Response.  In  the  event  of any
                  discharge, spill, injunction, escape, emission, disposal, leak
                  or other release of hazardous  substances on any real property
                  owned or leased  by the  Company  or any of its  subsidiaries,
                  which is not authorized by a permit or other  approval  issued
                  by the appropriate  governmental  agencies, and which requires
                  notification  to or the filing of any report  with any Federal
                  or sate governmental  agency, the Company shall promptly:  (i)
                  notify  the  Purchasers;  and  (ii)  comply  with  the  notice
                  requirements  of  the  Environmental   Protection  Agency  and
                  applicable  state  agencies,  and take all steps  necessary to
                  promptly clean up such discharge,  spill,  injection,  escape,
                  emission,  disposal,  leak or other release in accordance with
                  all  applicable  environmental  laws and the Federal  National
                  Contingency  Plan,  and, if required,  receive a certification
                  from  all  applicable  state  agencies  or  the  Environmental
                  Protection Agency, that such real property has been cleaned up
                  to the satisfaction of such agency(ies).

                           (i)  Consultation.  The  Company  will  consult  with
                  Purchasers   prior  to  execution  of  any   agreements   with
                  investment  bankers,  brokers,  intermediaries or finders with
                  respect to the raising of additional capital and agrees to use
                  reasonable


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                  efforts to enter into such  agreements  only on terms that are
                  reasonable and in the best interests of the Company.

                  8.2 Negative Covenants of the Company. The Company and each of
         its subsidiaries  jointly and severally  covenant and agree that, until
         the Notes have been paid in full,  unless the Requisite  Majority shall
         otherwise  consent in writing,  neither the Company nor such subsidiary
         shall, directly or indirectly:

                           (a) Change of Business.  Directly or indirectly:  (a)
                  engage in a business  materially,  different  from the general
                  nature of the business operations as now being conducted or as
                  same may hereafter be reasonably expanded from time to time in
                  like areas of business, or (b) wind up its business operations
                  or cease  substantially all of its normal business  operations
                  for a period in excess of thirty (30) consecutive days.

                           (b)  Dividends.  Declare  and/or pay any dividends on
                  the  outstanding  shares of the  capital  stock of the Company
                  (other than dividends payable solely in shares of stock of the
                  Company).

         9.       Defaults & Remedies.

                  9.1 Events of Default.  Each of the following events is herein
         referred to as an Event of Default:

                           (a) if any representation or warranty made herein, or
                  in the Transaction Documents,  or in any report,  certificate,
                  financial   statement   or  other   instrument   furnished  in
                  connection with this Agreement,  shall be false, inaccurate or
                  misleading  in any  material  respect when made or when deemed
                  made hereunder;

                           (b) any  default in the payment of any  principal  or
                  interest under any of the Notes when the same shall be due and
                  payable, whether at the due date thereof or by acceleration or
                  otherwise;

                           (c) any  default in the payment of any  principal  or
                  interest under any material  indebtedness  of the Company when
                  the same  shall be due and  payable,  whether  at the due date
                  thereof or by acceleration or otherwise;

                           (d) any  material  default in the due  observance  or
                  performance of any other  covenant,  condition or agreement to
                  be  observed  or  performed   under  Section  8  hereof,   the
                  Registration  Rights  Agreement or  otherwise  pursuant to the
                  terms hereof,  and the continuance of such default  unremedied
                  for a period of twenty (20) days after written  notice thereof
                  to  the  Company  setting  forth  in  reasonable   detail  the
                  circumstances of such Event of Default;



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<PAGE>



                           (e) if the Company or any of its subsidiaries  shall:
                  (i) apply for or consent  to the  appointment  of a  receiver,
                  trustee,   custodian  or  liquidator  of  it  or  any  of  its
                  properties,  (i) admit in  writing  its  inability  to pay its
                  debts as they mature,  (iii) make a general assignment for the
                  benefit  of  creditors,  (iv) be  adjudicated  a  bankrupt  or
                  insolvent or be the subject of an order for relief under Title
                  11 of the United States Code, or (v) file a voluntary petition
                  in   bankruptcy,   or  a   petition   or  an  answer   seeking
                  reorganization  or an  arrangement  with  creditors or to take
                  advantage  or  any  bankruptcy,  reorganization,   insolvency,
                  readjustment  of  debt,  dissolution  or  liquidation,  law or
                  statute, or an answer admitting the material  allegations of a
                  petition filed against him or it in any  proceeding  under any
                  such law,  or (vi)  take or  permit to be taken any  action in
                  furtherance  of or for the  purpose  of  effecting  any of the
                  foregoing;

                           (f)  if  any  order,  judgment  or  decree  shall  be
                  entered,  without the application,  approval or consent of the
                  Company or any of its subsidiaries,  by any court of competent
                  jurisdiction,  approving a petition seeking  reorganization of
                  the  Company  or any  of its  subsidiaries,  or  appointing  a
                  receiver,  trustee,  custodian  or  liquidator  of  any of the
                  Company  or  any  of  its  subsidiaries,  or  of  all  or  any
                  substantial part of their respective  assets,  and such order,
                  judgment or decree shall  continue  unstayed and in effect for
                  any period of sixty (60) days; or

                           (g) if final  judgment(s) for the payment of money in
                  excess of $50,000  individually  or $100,000 in the  aggregate
                  shall  be   rendered   against  the  Company  or  any  of  its
                  subsidiaries,  and  the  same  shall  remain  undischarged  or
                  unbonded for a period of thirty (30) consecutive  days, during
                  which execution shall not be effectively stayed.

                  9.2 Remedies. Upon the occurrence of any Event of Default, and
         at all times thereafter during the continuance  thereof:  (i) the Notes
         shall, at the option of the Requisite  Majority  (except in the case of
         Sections  9.1(d)  and  (e)  hereof,   the  occurrence  of  which  shall
         automatically  effect   acceleration,   regardless  of  any  action  or
         forbearance  in respect of any prior or ongoing  Event of Default which
         may  be  inconsistent   with  such  automatic   acceleration),   become
         immediately due and payable, as to principal,  interest and premium (if
         any), without presentment,  demand,  protest or notice of any kind, all
         of which are hereby expressly waived,  anything  contained herein or in
         the  Notes  to  the  contrary  notwithstanding,  (ii)  all  outstanding
         obligations under the Notes, and all other  outstanding  obligations on
         which the  applicable  interest  rate is determined by reference to the
         interest  rate  under any of the  Notes,  shall  bear  interest  at the
         default rate of interest  provided in the Notes,  (iii) the  Purchasers
         may file suit  against  the Company on the Notes  and/or seek  specific
         performance or injunctive  relief  thereunder  (whether or not a remedy
         exists at law or is adequate),  and (iv) the Purchasers  shall have the
         right in accordance  with this  Agreement and the Notes to exercise any
         and all  remedies as the  Requisite  Majority  may  determine  in their
         discretion.



                                       10

<PAGE>



         10.  Conditions  Precedent  to  the  Obligations  of the  Company.  The
obligations  of the  Company  pursuant  to this  Agreement  are  subject  to the
satisfaction  at the  Closing  of each of the  following  conditions;  provided,
however,  that the  Company  may,  in its  sole  discretion,  waive  any of such
conditions and proceed with the transactions contemplated hereby.

                  10.1  Accuracy  of   Representations   and   Warranties.   The
         representations  and  warranties  of the  Purchasers  contained  in the
         Transaction  Documents  shall  be  true  and  correct  in all  material
         respects  on and as of the  Closing  Date,  as if made on and as of the
         Closing Date.

                  10.2 Performance of Agreements. Each Purchaser shall have duty
         executed and delivered to the Company the  Transaction  Documents which
         they are required to sign and shall, have performed and complied in all
         material respects with all covenants,  obligations and agreements to be
         performed or complied with by any of them on or before the Closing Date
         pursuant to the Transaction Documents.

         11.  Conditions  Precedent to the  Obligations of the  Purchasers.  The
obligations  of  the  Purchasers   under  this  Agreement  are  subject  to  the
satisfaction  at the  Closing  of each of the  following  conditions;  provided,
however,  that the Purchasers may, in their sole  discretion,  waive any of such
conditions and proceed with the transactions contemplated hereby.

                  11.1  Accuracy  of   Representations   and   Warranties.   The
         representations   and  warranties  of  the  Company  contained  in  the
         Transaction  Documents  shall  be  true  and  correct  in all  material
         respects  on and as of the  Closing  Date,  as if made on and as of the
         Closing Date.

                  11.2  Performance of  Agreements.  The Company shall have duly
         executed  and  delivered  the  Transaction  Documents  and  shall  have
         performed  and complied in all material  respects  with all  covenants,
         obligations and agreements to be performed or complied with by it on or
         before the Closing Date pursuant to the Transaction Documents.

                  11.3  Litigation,  etc. No claim,  action,  suit,  proceeding,
         arbitration  or hearing or notice of hearing  shall be pending  (and no
         action  or  investigation  by  any  governmental   authority  shall  be
         threatened)  which seeks to enjoin or prevent the  consummation  of the
         transactions contemplated by this Agreement.

                  11.4 Officers, Certificate. The Purchasers shall have received
         a certificate of the chief executive officer of the Company,  dated the
         Closing Date,  certifying as to the  fulfillment  of the conditions set
         forth in Sections 11.1, 11.2 and 11.3.

                  11.5 Good  Standing  Certificate.  The  Purchasers  shall have
         received a "good standing" certificate with respect to the Company from
         the Secretary of State of its state of  incorporation  stating that the
         Company  is duly  incorporated  and in good  standing  in its  state of
         incorporation.



                                       11

<PAGE>



                  11.6 Callnet Plan. The  Purchasers  shall receive by April 26,
         1999  documentation  relating to the  establishment  of the Callnet Plc
         stock option plan  (referenced in Schedule 4.2 hereof),  as of February
         3, 1999.

         12.      Indemnification.

                  12.1  Indemnification  by  the  Company.  The  Company  hereby
         covenants and agrees with the  Purchasers  that it shall  reimburse and
         indemnify the  Purchasers  and their  respective  officers,  directors,
         employees, agents, successors and assigns (individually an "Indemnified
         Party") and hold each of them harmless from, against and in respect of,
         any claims,  costs, losses,  damages,  liabilities,  fines,  penalties,
         damages  and  expenses  (including  interest  which may be  imposed  in
         connection   therewith  and  court  costs  and   reasonable   fees  and
         disbursements of counsel)  incurred by any such  Indemnified  Party due
         to,  arising  out of,  or in  connection  with,  a breach of any of the
         representations,  warranties,  covenants  or  agreements  made  by  the
         Company in the Transaction Documents (a "Claim").

                  12.2 Indemnification by the Purchasers.  Each Purchaser hereby
         covenants  and agrees  with the  Company  that it shall  reimburse  and
         indemnify the Company and its officers,  directors,  employees, agents,
         successors and assigns (also  individually an "Indemnified  Party") and
         hold each of them harmless from, against and in respect of, any and all
         costs, losses,  damages,  liabilities,  fines,  penalties,  damages and
         expenses  (including  interest  which  may  be  imposed  in  connection
         therewith  and court costs and  reasonable  fees and  disbursements  of
         counsel) incurred by any such Indemnified Party due to, arising out of,
         or in  connection  with,  a  breach  of  any  of  the  representations,
         warranties,  covenants  or  agreements  made by such  Purchaser  in the
         Transaction   Documents  (also  a  "Claim");   provided  however,   the
         obligation of a Purchaser  under this Section 12.2 shall not exceed the
         principal amount of the Notes held by such Purchaser,

                  12.3 Right to  Defend.  If the facts  giving  rise to any such
         indemnification  shall  involve any actual Claim or demand by any third
         party against an Indemnified  Party,  the  indemnifying  party shall be
         entitled to notice of, and entitled to defend or prosecute,  such Claim
         at its expense and  through  counsel of its own  choosing if it advises
         the  Indemnified  Party in  writing  of its  intention  to do so within
         thirty  (30)  days  after  notice of such  Claim has been  given to the
         indemnifying  party (without  prejudice to the right of any Indemnified
         Party  to  participate  at its  expense  through  counsel  of  its  own
         choosing). Such Indemnified Party shall cooperate in the defense and/or
         settlement of such Claim,  but shall be entitled to be  reimbursed  for
         costs  and  expenses  incurred  by  it  in  connection  therewith.   No
         settlement  of any  Claim  may  be  made  without  the  consent  of the
         indemnifying  party,  which consent may not be unreasonably  withheld;:
         provided, however, that if such indemnifying party has been offered the
         opportunity  to defend  such  Claim and has  elected  not to do so then
         settlement may be made without the consent of the indemnifying Party.



                                       12

<PAGE>



         13.      General Provisions.

                  13.1 Survival Of Representations,  Warranties,  Covenants, and
         Agreements. The representations,  warranties,  covenants and agreements
         contained  in  this  Agreement  shall  survive  the  execution  of this
         Agreement.

                  13.2  Notices.  All  notices,   requests,  demands  and  other
         communications  which are  required  to be or may be given  under  this
         Agreement to any party to any of the other  parties shall be in writing
         and  shall be deemed to have been  duly  given  when (a)  delivered  in
         person,  the day  following  dispatch by an overnight  courier  service
         (such as  Federal  Express  or UPS,  etc.)  or (c) five (5) days  after
         dispatch by certified or registered  first class mad,  postage prepaid,
         return receipt requested,  to the party to whom the same is so given or
         made:

         If to the Company addressed to:     World Callnet, Inc.
                                             Brecon House
                                             Meridian Gate
                                             207 Marsh Wall
                                             London
                                             E149YT

                  with a copy to:            Jenkens & Gilchrist, P.C.
                                             1445 Ross Avenue, Suite 3200
                                             Dallas, Texas 75202
                                             Attn: Mark D. Wigder, Esq.

                  If to a Purchaser:         at the address of such Purchaser as
                                             set forth on Exhibit A.

                  13.4  Counterparts.  This  Agreement may be executed in two or
         more counterparts, each of which shall be deemed an original and all of
         which together shall constitute one and the same instrument.

                  13.5  Headings.  All headings are inserted for  convenience of
         reference  only and shall not affect the meaning or  interpretation  of
         any such provisions or of this Agreement, taken as an entirety.

                  13.6  Severability.  If and to the  extent  that any  court of
         competent  jurisdiction  holds any  provision  (or any part thereof) of
         this Agreement to be invalid or unenforceable, such holding shall in no
         way affect the validity of the remainder of this Agreement.

                  13.7 Waivers and  Amendments.  With the written consent of the
         Requisite Majority, obligations of the Company under this Agreement may
         be waived  (either  generally  or in a  particular  instance and either
         retroactively or prospectively),  and with the same consent the Company
         may enter into a supplementary agreement for the purpose of


                                       13

<PAGE>



         adding  any  provisions  to  this  Agreement  or  to  any  supplemental
         agreement  modifying  in any manner the rights and  obligations  of the
         Purchasers and of the Company;  provided,  however, that no such waiver
         or supplemental  agreement shall reduce the percentage of the Requisite
         Majority  without the written  consent of  Purchasers  then  holding at
         least 80% of the  aggregate  principal  amount of the,  Notes (the "80%
         Majority).  Notwithstanding anything to the contrary above, the payment
         of interest,  time of payment of interest,  the interest  rate payable,
         payment of principal  and time of payment of principal on the Notes may
         not be changed  without the written  consent of the 80%  Majority,  and
         this provision may not be waived or amended without the written consent
         of the 80%  Majority.  Written  notice of any such  waiver,  consent or
         agreement of amendment.  modification  or supplement  shall be given by
         the Company to the Purchasers who have not previously consented thereto
         in writing,

                  13.8 Changes,  Waivers,  Etc.  Neither this  Agreement nor any
         provision  hereof may be  changed,  waived,  discharged  or  terminated
         orally, but rather may only be changed by a statement in writing signed
         by the party against which enforcement of the change, waiver, discharge
         or termination is sought, except to the extent provided in Section 13.7
         hereof.

                  13.9 Governing Law.  This Agreement  shall be  governed by and
         construed in accordance with the laws of the State of Texas.

                  13.10 Binding  Effects.  This Agreement  shall be binding upon
         and inure to the  benefit of the  parties  hereto and their  respective
         successors, legal representatives and assigns.



                                       14

<PAGE>



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

                                   WORLD CALLNET, INC.

                                   By:                                     
                                        -------------------------------
                                        Paul Goodman-Simpson, President


                                   PURCHASER:

                                   For Purchasers who are not a corporation,
                                   partnership, LLC, LP or trust



                                   -------------------------------------
                                   Print Exact Name of Purchaser
                                   (If a joint purchaser, print both names)


                                   -------------------------------------
                                   Signature

                                   For Purchasers who are a corporation,
                                   partnership, LLC, LP or trust


                                   -------------------------------------
                                   Legal Name of Purchaser


                                   By:  
                                        --------------------------------   
                                        Name:
                                        Title:


                                       15

<PAGE>



                                    Exhibit A

Name                                                    Principal Amount of Note

Eagle Equity I, L.P.                                    $250,000
c/o Eagle Equity, Inc.
Two Lincoln Center, Suite 1280
5420 LBJ Freeway, L.B. 56
Dallas, Texas
Attn:  Lawrence E. Steinberg


David R. Weinreb                                        $250,000
1412 Main Street
26th Floor
Dallas, Texas 75202


                                       16