THIS LOAN AGREEMENT ("Agreement"), dated this 11th day of November 1996, by and between Bisbro
Investments Company Ltd., with an address of P.O. Box 3216, Safat 13033, Kuwait City, Kuwait, and
maintains offices in care of T.R. Winston & Company Incorporated, 1999 Avenue of the Stars, Suite 1950, Los
Angeles, CA 90067 ("Bisbro" or "Lender") and Preferred Telecom, Inc., a publicly owned Delaware corporation
with principal offices at 12655 N. Central Expressway, Suite 800, Dallas, Texas 75243 ("Preferred" or
"Borrower"). Lender and Preferred are sometimes hereinafter collectively referred to as the "Parties."
WHEREAS, Borrower desires to borrow up to $150,000 from Leader for the business purposes hereinafter set
forth and in anticipation of a fully defined business plan which it is formulating with the cooperation and assistance
of First Capital Financial Services Corporation; and
WHEREAS, Lender is willing to lend up to $150,000 to Borrower on the terms and subject to the conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements herein
continued, the receipt and adequacy of which are hereby jointly and severally acknowledged and accepted by
Lender and Borrower, the parties hereby agree as follows:
1. GENERAL DEFINITIONS. When used herein, the following have the following meanings:
(a) "Affiliates" shall mean any Person (as that term is hereinafter defined) directly or indirectly controlled by or
under common control with Borrower. For the purpose of this definition, "control" means the possession, directly
or indirectly, of the power to direct or cause the direction of management and policies of the Person, whether
through the ownership of voting securities, by contract or otherwise.
(b) "Business Day" shall mean a day other than a Saturday, Sunday or legal holiday on which banking institutions
are authorized or required by law to close.
(c) "Closing" shall mean the date, t