Exhibit 10.5
                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

         REGISTRATION  RIGHTS AGREEMENT  ("Agreement") made as of the 9th day of
April,  1999, by and between World Callnet,  Inc., a Delaware  corporation  (the
"Company")  and Eagle Equity I, L.P. and David R.  Weinreb  (each a  "Purchaser"
and, collectively, the "Purchasers").

                                   WITNESSETH
         WHEREAS, the Company and the Purchasers have,  simultaneously herewith,
entered into the Securities  Purchase Agreement pursuant to which the Purchasers
are purchasing up to $500,000 principal amount of the Company's  Unsecured Notes
and warrants to purchase up to 1,000,000  shares of the Company's  common stock,
par value $.001 per share; and

         WHEREAS,  the Company has agreed to grant  Purchasers  certain "demand"
and "piggyback"  registration rights with respect to the shares of the Company's
Common  Stock (as defined  below)  issuable  upon  exercise of the  Warrants (as
defined below).

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained, and other valuable consideration the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

         1. Certain Definitions.  As used in this Agreement, the following terms
shall have the following respective meanings:

         "Commission"  shall  mean the United  States  Securities  and  Exchange
Commission,   or  any  other  federal  agency  at  the  time  administering  the
"Securities Act" (as defined herein).

         "Common Stock" shall mean the Common Stock,  $.001 par value per share,
of the Company, as constituted as of the date of this Agreement.

         "Exchange Act" shall mean the United States Securities  Exchange Act of
1934, as amended or any similar federal statue, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.

         "Measuring  Date" shall be the date which is six months  after the date
of this Agreement.

         "Notes" shall mean the Company's 10% Unsecured Note issued  pursuant to
the Securities Purchase Agreement.

         "Requesting Purchaser" shall mean any Purchaser, or permitted assignee,
for whom  Warrant  Shares  are  being  registered  pursuant  to  Section  2 or 3
hereunder.

         "Securities  Purchase  Agreement"  shall mean the Securities  Agreement
dated as of the date hereof  between the  Company and the  Purchaser,  a copy of
which is annexed hereto.

         "Securities  Act" shall mean the United States  Securities Act of 1933,
as amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.


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         "Warrants"  shall mean the warrants to purchase up to 1,000,000  shares
of the  Company's  Common Stock  issuable  pursuant to the  Securities  Purchase
Agreement.

         "Warrants Exercise Period"  shall have the  meaning ascribed thereto in
the Warrants.

         "Warrants  Shares"  shall  means  the  shares  of Stock of the  Company
issuable upon exercise of the Warrants and, to the extent issued, the Additional
Warrants.

         2.       Demand Registration.

         (a) As soon as practicable  following the Measuring Date and during the
Warrant Exercise Period,  upon the Written request of Purchasers  holding and/or
having the right to  acquire  50% or more of the  Warrant  Shares,  the  Company
agrees,  on one  occasion,  to use its best  reasonable  efforts to register the
Warrant Shares under the Securities Act and applicable state securities laws.

         (b) Purchasers shall have an additional  demand  registration  right in
the event that the Company exercises its "mandatory exercise rights" pursuant to
Section 8 of the Warrants.

         (c) If,  after  a  written  request  has  been  made  pursuant  to this
Agreement to register the Warrant Shares under the Securities Act and applicable
state  securities  laws,  the Company  fails to file the  required  registration
statement  or  if a  registration  statement  is  filed,  but  fails  to  become
effective,  the Company agrees to extend the expiration  period for the exercise
period for the Warrants until thirty (30) days following the registration of the
Warrant Shares or until the termination of the Company's obligations  hereunder.
The extension of such expiration period shall not affect or diminish Purchaser's
other  remedies at law or equity,  if any,  with respect to such failure to file
the  registration  statement  or  failure  to have  the  registration  statement
declared effective.

         3.       "Piggy-Back Registration"

         (a) If within the  Warrant  Exercise  Period,  the  Company at any time
proposes to file a  registration  statement  to register  any of its  securities
under the Securities Act (except for a registration  filed in connection with an
employee  benefit  plan,  a  transaction   relating  to  a  merger  or  business
combination, a transaction relating to an exchange offer, a transaction relating
with  an  acquisition  of  assets  or  securities,  or a  transaction  otherwise
described in Rule 145 of the  Securities  Act),  whether or not for sale for its
own account,  it will each such time give written notice to the Purchaser of its
intention  to do so. Upon the written  request of a Purchaser  (the  "Requesting
Purchaser"), which request shall specify the number and manner of disposition of
the Warrant Shares  intended to be disposed of by the  Requesting  Purchaser and
which  request shall be given to the Company as promptly as  practicable  and in
any event within ten (10) days after the receipt of any such notice, the Company
will use reasonable  efforts to effect the registration under the Securities Act
of all the Warrant Shares which the Company has been so requested to register by
the Requesting Purchaser (a "Piggy-Back Registration"). No registration effected
under this Section 3 shall  relieve the Company of its  obligation to effect any
registration upon request under Section 2 of this Agreement.

         (b) If the managing  underwriter  of any  underwritten  offering  shall
deliver  a  written   statement  to  the  Requesting   Purchaser  that  in  such
underwriter's  opinion  the  total  amount of  Warrant  Shares  requested  to be
included in such registration would have a material adverse effect on such


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offering,  then the Company will include in such registration,  to the extent of
the number  which the  Company is so advised  can be sold in (or during the time
of) such offering,  first, all securities proposed by the Company to be sold for
its own account and for the account of other persons and entities other than the
Company who are exercising their demand  registration  rights,  and second,  the
Warrant Shares  requested to be included in such  registration by the Requesting
Purchaser  pursuant to this  Agreement;  provided,  that if securities are being
offered for the  account of other  persons or  entities  who are not  exercising
demand registration rights, such reduction in the number of Warrant Shares being
registered shall not represent a greater fraction of similar  reductions imposed
on such other person or entities over the amount of securities  they intended to
offer.  Any Warrant Shares not registered  pursuant to the provisions  that this
Section  3(b)  shall  be  subject  to the  provisions  of  Section  2(a) of this
Agreement.

         (c) The Company shall not be obligated to include any Warrant Shares in
any  registration  statement filed for the benefit of any person or entity other
than the Company or the  Purchasers  wherein rights granted by the Company prior
to the date hereof prohibit such inclusion.

         4. Registration Procedures.  If and whenever the Company is required by
the provisions of this  Agreement to use its  reasonable  best efforts to effect
the  registration  of any Warrant Shares under the  Securities  Act, the Company
will, as expeditiously as possible:

         (a) prepare and file with the Commission a registration  statement with
respect to such  securities (on such  applicable  form as the Company may in its
sole discretion  elect to use) and use its reasonable best efforts to cause such
registration  statement  to become  and remain  effective  for the period of the
distribution contemplated thereby, determined as hereinafter provided.

         (b)  prepare  and  file  with  the  Commission   such   amendments  and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective for
the period  specified in subsection  (a) above and comply with the provisions of
the  Securities  Act with respect to the  disposition  of all the Warrant Shares
covered  by such  registration  statement  in  accordance  with  the  Requesting
Purchaser's  intended  method  of  disposition  set  forth in such  registration
statement for such period;

         (c) furnish to the  Requesting  Purchaser  such number of copies of the
registration  statement and the  prospectus  included  therein,  including  each
preliminary  prospectus,  as the Requesting  Purchaser reasonably may request in
order to facilitate  the public sale or other  disposition of the Warrant Shares
covered by such registration statement;

         (d) use its reasonable  best efforts to register or qualify the Warrant
Shares covered by such registration statement under the securities or "blue sky"
laws of such  jurisdictions as the Requesting  Purchaser  reasonably request and
keep  such  registration  or  qualification  in  effect  for  so  long  as  such
registration statement remains in effect; and take any other action which may be
reasonably  necessary  or  advisable  to  enable  the  Requesting  Purchaser  to
consummate  the  disposition in such  jurisdictions  of the Warrant Shares to be
sold by such Requesting Purchaser; provided, however, that the Company shall not
for any such purpose be required to qualify  generally to transact business as a
foreign  corporation  in any  jurisdiction  where it is not so  qualified  or to
consent to general service of process in any such jurisdiction;



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         (e)  immediately  notify the  Requesting  Purchaser  at any time when a
prospectus  relating  thereto is required to be delivered  under the  Securities
Act,  of the  happening  of any event of which the Company  has  knowledge  as a
result of which the prospectus contained in such registration statement, as then
in effect,  includes an untrue  statement of a material fact or omits to state a
material fact  required to be stated  therein or necessary to make the statement
therein not misleading in light of the circumstances  then existing;  and at the
request  of the  Requesting  Purchaser  promptly  prepare  and  furnish to him a
reasonable  number  of  copies  of a  supplement  to or  an  amendment  of  such
prospectus  as  may  be  necessary  so  that,  as  thereafter  delivered  to the
purchasers of such Warrant Shares,  such prospectus  shall not include an untrue
statement of a material  fact or omit to states a material  fact  required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances under which they were made;

         (f) otherwise comply with all,  applicable rules and regulations of the
Commission, and, if required, make available to its security holders, as soon as
reasonably  practicable,  an earnings  statement covering the period of at least
twelve months, but not more than eighteen months,  beginning with the first full
calendar month after the effective date of such  registration  statement,  which
earnings  statement  shall  satisfy  the  provisions  of  Section  11(a)  of the
Securities Act and Rule 158 promulgated thereunder,  and promptly furnish to the
Requesting  Purchaser a copy of any amendment or supplement to such registration
statement or prospectus;

         (g)  keep  the  Requesting  Purchaser  advised  in  writing  as to  the
initiation  and  progress of any  registration  statement  covering  the Warrant
Shares referred to in Section 2 or 3 hereunder;

         (h) use its reasonable best efforts to include or list, as the case may
be, the Warrant Shares being registered on the automated quotation system of the
National  Association of Securities  Dealers,  Inc. or the principal  securities
exchange on which Common Stock of the Company is then quoted or listed;

         (i) afford to the  Requesting  Purchaser  an  opportunity  to make such
examination and inquiry into the financial position, business and affairs of the
Company and its  subsidiaries as the Requesting  Purchaser and his counsel as to
accuracy and completeness of the registration statement;

         (j) deliver promptly to the  Requesting Purchaser copies of all corres-
pondence between  the Commission  and the  Company relating  to the registration
statement; and

         (k) use  reasonable  efforts  to  obtain  the  withdrawal  of any order
suspending the  effectiveness of the  registration  statement (which in no event
shall require the Company to commence any judicial proceeding.)

         For  purposes  of  Sections  3(a)  and  3(b)  hereof,   the  period  of
distribution  of Warrant  Shares  shall be deemed to extend until the earlier of
the sale of all Warrant  Shares  covered by the  Registration  Statement  or six
months after the effective date thereof.

         In connection with  registration  hereunder,  the Requesting  Purchaser
shall furnish to the Company in writing such information with respect to himself
and the proposed  distribution by him as shall be reasonably  necessary in order
to assure compliance with federal and applicable state securities laws.


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         5.  Expenses.  All expenses  incurred by the Company in complying  with
Sections 2, 3 and 4 hereof, including without limitation, all printing expenses,
fees  and  disbursement  of  counsel  for the  Company  and  independent  public
accountants for the Company, fees and expenses, including counsel fees, incurred
in connection  with  complying  with Sections 4(a) and (b) above,  and all state
securities or "blue sky" laws,  fees of the National  Association  of Securities
Dealers, Inc., transfer taxes, fees of transfer agents and registrars,  fees and
disbursements of any special counsel to the Requesting Purchasers,  and costs of
insurance are called "Registration Expenses." All selling commissions,  and only
to the extent  payment by the Company is  specifically  prohibited by applicable
federal or state law,  and filing  fees under the  Securities  Act or "blue sky"
laws  applicable  to  the  Warrant  Shares,   are  called  "Selling   Expenses."
Notwithstanding  the  foregoing,  the Company shall not be obligated to pay more
than  $10,000  of the  fees  and  disbursements  of  counsel  to the  Requesting
Purchasers  in  connection  with the  registration  of the Warrant  Shares.  The
Company will pay all Registration  Expenses in connection with each registration
statement  hereunder.  All Selling  Expenses in connection  with a  registration
statement hereunder shall be borne by the Requesting Purchaser.

         6. Underwritten  Offerings.  If the Company proposes to register any of
its securities  under the Securities Act as  contemplated  by Section 3 and such
securities  are to be distributed  by or through one or more  underwriters,  the
Company will, if requested by the Requesting Purchaser, subject to the provision
of Section  3(b)  hereof,  use their  reasonable  efforts  to  arrange  for such
underwriters  to include all the  Warrant  Shares to be offered and sold by such
Requesting  Purchaser  among the  securities of the Company to be distributed by
such underwriters.  In such event, the Requesting  Purchaser shall be a party to
the underwriting agreement between the Company and such underwriters and may, at
his option,  require that any or all of the  representations  and warranties by,
and the other  agreements  on the part of, the Company to and for the benefit of
such  underwriters  shall also be made to and for the benefit of the  Requesting
Purchaser and that any or all of the conditions  precedent to the obligations of
such underwriters  under such underwriting  agreement be condition  precedent to
the obligations of the Requesting Purchaser.  The Requesting Purchaser shall not
be required to make any  representations or warranties to or agreements with the
Company or the underwriters other than representations, warranties or agreements
regarding the Requesting  Purchaser,  his Warrant Shares and his intended method
of distribution or any representations required by applicable law.

         7.  Rule  144  Reporting.  With  a  view  to  making  available  to the
Purchasers the benefits of certain rules and regulations of the Commission which
may permit the sale of the  Warrant  Shares  without  registration,  the Company
agrees to:

                  (a) make and keep public information available, as those terms
are used and defined in Commission Rule 144;

                  (b)  use  its  reasonable   best  efforts  to  file  with  the
Commission  in a timely manner all reports and other  documents  required by the
Company under the Exchange Act.

         8.       Indemnification and Contribution.

                  (a) In the event of a registration of any Warrant Shares under
the  Securities Act pursuant to this  Agreement,  the Company will indemnify and
hold harmless the Requesting


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Purchaser, and each other person, if any, who controls such Requesting Purchaser
within the meaning of the Securities Act, against any losses, claims, damages or
liabilities,  joint  or  several,  to which  the  Requesting  Purchaser  or such
controlling  person may become  subject under the  Securities  Act or otherwise,
insofar as such losses,  claims,  damages or liabilities,  or actions in respect
thereof,  arise out of or are based upon any untrue  statement or alleged untrue
statement of any material fact  contained in any  registration  statement  under
which such Warrant  Shares was  registered  under the Securities Act pursuant to
this  Agreement,  any  preliminary  prospectus  or  final  prospectus  contained
therein,  or any amendment or supplement  thereof,  or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse the Requesting Purchaser and each such controlling person for
any legal or other  expenses  reasonably  incurred  by them in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided,  however,  that the Company will not be liable in any such case if and
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue  statement  or alleged  untrue  statement  or  omission  or
alleged  omission  so made  in  conformity  with  information  furnished  by the
Requesting Purchaser, or any such controlling person in writing specifically for
use in such registration statement or prospectus.

         (b) In the event of a  registration  of any of the Warrant Shares under
the Securities  Act pursuant to this  Agreement,  the Requesting  Purchaser will
indemnify  and hold harmless the Company,  each person,  if any, who control the
Company  within the meaning of the  Securities  Act, each officer of the Company
who signs the registration  statement and each director of the Company,  against
all losses,  claims,  damages,  or liabilities,  joint or several,  to which the
Company or such officer,  director,  or  controlling  person may become  subject
under the Securities Act or otherwise,  insofar as such losses,  claims, damages
or liabilities,  or actions in respect  thereof,  arise out of or are based upon
any untrue  statement or allege untrue  statement of any material fact contained
in the  registration  statement  under which such Warrant Shares were registered
under the Securities Act pursuant to this Agreement,  any preliminary prospectus
or final prospectus  contained therein, or any amendment or supplement thereof ,
or arise out of or are based  upon the  omission  or  allege  omission  to state
therein a material fact  required to be stated  therein or necessary to make the
statements therein not misleading,  and will reimburse the Company and each such
officer,  director,  and  controlling  person  for any  legal or other  expenses
reasonably  incurred by them in connection with  investigating  or defending any
such loss,  claim,  damage,  liability or action,  provided,  however,  that the
Requesting  Purchaser  will be liable  hereunder in any such case if any only to
the extent that any such loss,  claim,  damage or liability  arises out of or is
based upon an untrue  statement  or alleged  untrue  statement  or  omission  or
alleged  omission  made in  reliance  upon  an in  conformity  with  information
pertaining to the Requesting Purchaser specifically for use in such registration
statement or prospectus;  and provided further,  however,  that the liability of
the  Requesting  Purchaser  shall be limited to the proportion of any such loss,
claim,  damage,  liability or expense which is equal to the proportion  that the
public offering price of the shares sold by the Requesting  Purchaser under such
registration  statement  bears  to  the  total  public  offering  price  of  all
securities sold thereunder, but not in any event to exceed the proceeds received
by the Requesting  Purchaser from the sale of the Warrant Shares covered by such
registration statement.

         (c) Promptly after receipt by a party  indemnified  hereunder of notice
of the commencement of any action,  such indemnified  party shall, if a claim in
respect thereof is to be made against the indemnifying  party hereunder,  notify
the indemnifying party in writing thereof, but


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the omission so to notify the  indemnifying  party shall not relieve it from any
liability  which it may have to such  indemnified  party  other  than under this
Section 8 and shall only receive it from any liability which it may have to such
indemnified  party  under this  Section 8 if an to the  extent the  indemnifying
party is prejudiced by such  omission.  In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying  party of the
commencement thereof, the indemnifying party shall be entitled to participate in
and, to the extent it shall wish, to assume and  undertake  the defense  thereof
with counsel reasonably satisfactory to such indemnified party and, after notice
from the  indemnifying  party to such  indemnified  party of its  election so to
assume and undertake the defense thereof,  the  indemnifying  party shall not be
liable to such  indemnified  party  under this  Section 8 for any legal  expense
subsequently  incurred by such indemnified  party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with counsel
so  selected;  provided,  however,  that if the  defendants  in any such  action
include  both  the  indemnified  party  and  the  indemnifying   party  and  the
indemnified  party shall have reasonably  concluded that there may be reasonable
defenses  available  to it  which  are  different  from or  additional  to those
available to the indemnifying party or if the interests of the indemnified party
reasonably  may be deemed to conflict  with the  interests  of the  indemnifying
party,  the  indemnified  parties  shall have the right to select  one  separate
counsel and to assume such legal  defenses and otherwise to  participate  in the
defense of such action,  with the expenses and fees of such separate counsel and
other  expenses   related  to  such   participation  to  be  reimbursed  by  the
indemnifying party as incurred.

         (d) If the indemnification provided for in this Section 8 shall for any
reason  be held by a court  to be  unavailable  to an  indemnified  party  under
subparagraph  (a) or (b)  hereof  in  respect  of any  loss,  claim,  damage  or
liability,  or any action in respect thereof, then in lieu of the amount paid or
payable under subparagraph (a) or (b) hereof,  shall contribute to the aggregate
losses,  claims,  damages and  liabilities  (including  legal or other  expenses
reasonably  incurred in connection  with  investigating  the same),  (i) in such
proportion as is  appropriate  to reflect the relative  fault of the Company and
the Requesting Purchaser which resulted in such equitable considerations or (ii)
if the  allocation  provided by clause (i) above is not  permitted by applicable
law, in such proportion as shall be appropriate to reflect the relative benefits
received by the Company and the  Requesting  Purchaser  from the offering of the
securities covered by such registration  statement;  provided,  however, that in
any such case, (x) the  Requesting  Purchaser will not be required to contribute
any amount in excess of the public  offering  price of all such  Warrant  Shares
offered by such Requesting  Purchaser  pursuant to such registration  statement;
and (y) no person or entity guilty of fraudulent  misrepresentation,  within the
meaning of Section 11(f) of the Securities Act, will be entitled to contribution
from  any   person  or   entity   who  was  not   guilty   of  such   fraudulent
misrepresentation.


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         9.       Miscellaneous.

                  (a) The rights  granted to the Purchaser  hereunder may not be
assigned to any other person  except in  connection  with an  assignment  of the
Warrants held by the Purchaser.


                  (b) All notices,  requests,  demands and other  communications
which  are  required  to be or may be given  under  this  Agreement  shall be in
writing  and  shall be deemed to have been  duly  given  when (a)  delivered  in
person,  (b) 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 mail, postage prepaid,  return receipt  requested,  to
the party to whom the same is so given or made:

                  if to the  Company or to a  Purchaser,  at the address of such
                  party set forth in the Securities Purchase Agreement, dated of
                  even date herewith.

                  (c) All questions  concerning the  construction,  validity and
interpretation  of this Agreement shall be governed by the internal law, and not
the law of conflicts, of the State of Texas.

                  (d) This Agreement may not be amended or modified or otherwise
altered  except  pursuant to an  instrument,  in writing,  signed by each of the
parties.

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

                  (f) The  provisions of Sections 2 and 3 hereof to the contrary
notwithstanding,  the Company's obligation to file a registration  statement, or
cause such registration statement to become and remain effective,  shall (i) not
apply if all of the Warrant Shares proposed to be sold by a Requesting Purchaser
can be sold pursuant to Rule 144 and (ii) shall be suspended for a period not to
exceed  90 days in any  12-month  period if there  exists  at the time  material
non-public  information relating to the Company which, in the reasonable opinion
of counsel to the Company, should not be disclosed.

                  (g) If any  provision  of this  Agreement  shall be held to be
illegal,   invalid   or   unenforceable,    such   illegality,   invalidity   or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal,  invalid or unenforceable  any other provision of this
Agreement,  and this  Agreement  shall be  carried  out as if any such  illegal,
invalid or unenforceable provision were not contained herein.

                  (h) Each and  every  controversy  or claim  arising  out of or
relating  to this  Agreement  and/or  any  document  executed  or  delivered  in
connection  herewith  shall be settled by  arbitration  in  accordance  with the
commercial rules of the American Arbitration  Association,  in Dallas, Texas and
judgment upon the award rendered in such arbitration  shall be final and binding
upon the parties and may be entered in any court  having  jurisdiction  thereof.
Notice of the demand for  arbitration  shall be filed in writing  with the other
party to this Agreement, which such demand


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shall set forth the claims to be submitted to arbitration.  Notwithstanding  the
foregoing,  this  Agreement  to  arbitrate  shall not bar any party from seeking
injunctive   relief  or  other  temporary  relief  in  any  court  of  competent
jurisdiction.  This  Agreement to arbitrate  may be  specifically  enforced by a
court of competent  jurisdiction  under the applicable law of the State of Texas
pertaining to arbitrations.  The rules of the American  Arbitration  Association
concerning  commercial  disputes  shall be  applicable  to any such  arbitration
proceeding  except as they may be modified by the terms of this  Agreement.  The
arbitrators  shall have the authority and  jurisdiction to enter any preliminary
award that would aid and assist the conduct of the  arbitration  or preserve the
parties' rights with respect to the  arbitration as the  arbitrators  shall deem
appropriate  in  their  discretion.  The  award of the  arbitrators  shall be in
writing and it shall specify in detail the issues  submitted to arbitration  and
the award of the  arbitrators  with respect to each of the issues so  submitted.
The  prevailing  party as  determined  by the  arbitrators  shall be entitled to
recover from the losing party  reasonable  expenses,  attorneys'  fees and costs
incurred in  connection  therewith and in the  enforcement  or collection of any
judgment  or award  rendered  therein.  The  prevailing  party  means  the party
determined by the arbitrators to have most nearly prevailed,  even if such party
does not prevail in all matters,  or is not the party in whose favor an award is
rendered.  Included  within the cost  recoverable  pursuant to the terms of this
Section shall be included  service of process  costs,  filing fees,  arbitration
fees,  arbitrators'  fees,  court and reporter costs,  investigative  costs, and
expert  witness  fees.  The award  pursuant to such  arbitration  will be final,
binding  and  conclusive.  Upon  final  determination  of the  award,  the party
determined  obligated to pay will pay to the party determined  entitled thereto,
within thirty (30) days of such final  determination,  the full amount, in cash,
of such  award  (which  shall  include  such  fees and costs as  awarded  by the
arbitrators).  Counsel to the parties in connection  with the negotiation of and
consummation  of the  transactions  under this  Agreement  shall be  entitled to
represent their respective  party in any and all proceedings  under this Section
or in any other  proceeding  (collectively,  "Proceedings").  The parties hereto
waive the right and agree they shall not seek to disqualify  any such counsel in
such proceedings for any reason, including but not limited to the fact that such
counsel  or any  member  thereof  may be a witness  in any such  Proceedings  or
possess or have learned of information of a confidential or financial  nature of
the party whose  interests are adverse to the party  represented by such counsel
in any such Proceedings.



                                        9

<PAGE>



                  IN WITNESS  WHEREOF,  the Company has caused this Agreement to
be executed by a duly authorized  officer,  and each Purchaser has duly executed
this Agreement, as of the date first written above.

                                                      WORLD CALLNET, INC.


                                                      By:
                                                           ---------------------
                                                           Paul Goodman-Simpson


                                                      EAGLE EQUITY I, L.P.
                                                      By:  Eagle Equity, Inc.
                                                           General Partner


                                                      By:                       
                                                           ---------------------
                                                           Lawrence E. Steinberg
                                                           Chairman/CEO



                                                           ---------------------
                                                           David Weinreb







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