THIS AGREEMENT is made as of the 12th day of November, 1996, by and between Preferred Telecom, Inc.,
a publicly owned Delaware corporation with principal offices at 12655 N. Central Expressway, Suite 800,
Dallas, Texas 75243 ("Preferred") and Bisbro Investments Company Ltd., with an address of PO 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"). Bisbro and Preferred are sometimes
hereinafter collectively referred to as the "Parties".
WHEREAS, in consideration for a Loan rendered by Bisbro to Preferred, Preferred desires to grant an option
("Option") to Bisbro to purchase 600,000 shares of Preferred common stock under the terms and conditions as
set forth in this Option Agreement.
WHEREAS, in reliance upon the respective representations and warranties of Preferred and the terms and
conditions hereinafter set forth, Bisbro desires to purchase, and Preferred desires to sell, under the terms set forth
herein, the number of shares (the "Shares") of common stock of Preferred (the "Company") desired by Bisbro.
NOW, THEREFORE, in consideration of the premises and the respective covenants hereinafter set forth, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. SALE AND PURCHASE OF SECURITIES. Preferred hereby grants Bisbro or its assignee the Option to
purchase up to 600,00 shares of Preferred common stock, based upon an anticipated 2:1 reverse split of existing
shares, for three
(3) years from the date of execution hereof, based upon an anticipated 2:1 reverse split of existing shares.
2. PURCHASE PRICE. Preferred agrees to sell to Bisbro the amount of shares of Preferred common stock it
desires, at a purchase price on the date of purchase of fifty cents (US$.50) per share ("Purchase Price"), based
upon an anticipated 2:1 reverse split of existing shares. Funds paid as consideratio